Summit Midstream Partners Annual Report 2016

Plain-text annual report

Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549Form 10-K(Mark One)[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2016or[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission file number: 001-35666Summit Midstream Partners, LP (Exact name of registrant as specified in its charter)Delaware 45-5200503(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1790 Hughes Landing Blvd, Suite 500The Woodlands, TX 77380 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (832) 413-4770 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which registeredCommon Units New York Stock ExchangeIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.x Yes o NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act.o Yes x NoIndicate 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 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. x Yes o NoIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).x Yes o NoIndicate 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 notbe contained, 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 anyamendment to this Form 10-K. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer x Accelerated filer oNon-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x NoThe aggregate market value of the common units held by non-affiliates of the registrant as of June 30, 2016, was $700,056,455.Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The registrant had 72,111,121common units and 1,471,187 general partner units outstanding at February 16, 2017.DOCUMENTS INCORPORATED BY REFERENCENoneTABLE OF CONTENTSOrganizational ChartiCommonly Used or Defined TermsiiIndustry Overviewvi PART I 1Item 1.Business.1Item 1A.Risk Factors.16Item 1B.Unresolved Staff Comments.42Item 2.Properties.43Item 3.Legal Proceedings.43Item 4.Mine Safety Disclosures.44 PART II 45Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.45Item 6.Selected Financial Data.47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.49Item 7A.Quantitative and Qualitative Disclosures about Market Risk.78Item 8.Financial Statements and Supplementary Data.79Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.136Item 9A.Controls and Procedures.136Item 9B.Other Information.139 Part III 140Item 10.Directors, Executive Officers and Corporate Governance.140Item 11.Executive Compensation.145Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.162Item 13.Certain Relationships and Related Transactions, and Director Independence.165Item 14.Principal Accounting Fees and Services.166 Part IV 168Item 15.Exhibits, Financial Statement Schedules.168 Signature Page173Table of ContentsORGANIZATIONAL CHARTiTable of ContentsCOMMONLY USED OR DEFINED TERMS2013 SRSthe Partnership's shelf registration statement initially filed with the SEC in October2013 and declared effective in November 20132014 SRSthe Partnership's shelf registration statement initially filed with the SEC in July 2014which registered an unlimited amount of common units and debt securities2016 Drop Downthe Partnership's March 3, 2016 acquisition of substantially all of (i) the issued andoutstanding membership interests in Summit Utica, Meadowlark Midstream andTioga Midstream and (ii) SMP Holdings’ 40% ownership interest in Ohio Gatheringfrom SMP Holdings2016 SRSthe Partnership's shelf registration statement initially filed with the SEC in October2016 and declared effective in November 2016 which registered up to $1.5 billion ofequity and debt securities in primary offerings and 36,701,230 common unitsbeneficially owned by Summit Investments and affiliates of the Sponsor5.5% Senior NotesSummit Holdings' 5.5% senior unsecured notes due August 20227.5% Senior NotesSummit Holdings' 7.5% senior unsecured notes due July 2021AMIarea of mutual interest; AMIs require that any production from wells drilled by ourcustomers within the AMI be shipped on and/or processed by our gathering systemsassociated natural gasa form of natural gas which is found with deposits of petroleum, either dissolved in theoil or as a free gas cap above the oil in the reservoirASUAccounting Standards UpdateAudit Committeethe audit committee of the board of directors of our General PartnerBblone barrel; used for crude oil and produced water and equivalent to 42 U.S. gallonsBcfone billion cubic feetBcfe/dthe equivalent of one billion cubic feet per day; generally calculated when liquids areconverted into gas; determined using a ratio of six thousand cubic feet of naturalgas to one barrel of liquidsBison Drop Downthe Partnership's June 4, 2013 acquisition of all of the issued and outstandingmembership interests in Bison Midstream from SMP HoldingsBison MidstreamBison Midstream, LLCBoard of Directorsthe board of directors of our General PartnerCAAClean Air ActCEACommodity Exchange ActCERCLAComprehensive Environmental Response, Compensation and Liability ActCFTCCommodity Futures Trading CommissionCompensation Committeethe compensation committee of the board of directors of our General PartnerCompensation ConsultantBDO USA, L.L.P.condensatea natural gas liquid with a low vapor pressure, mainly composed of propane, butane,pentane and heavier hydrocarbon fractionsConflicts Committeethe conflicts committee of the board of directors of our General Partnerconventional resource basina basin where natural gas or crude oil production is developed from a well drilled into ageologic formation in which the reservoir and fluid characteristics permit the crude oiland natural gas to readily flow to the wellbore; also referred to as a conventionalresource playCWAClean Water ActiiTable of ContentsDeferred Purchase Price Obligationthe deferred payment liability recognized in connection with the 2016 Drop Downdelivery pointthe point where hydrocarbons or produced water are delivered into a gathering system,processing or fractionation facility or downstream transportation pipelineDFW MidstreamDFW Midstream Services LLCDJ BasinDenver-Julesburg BasinDodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act of 2010DOTU.S. Department of Transportationdry gasnatural gas primarily composed of methane where heavy hydrocarbons and watereither do not exist or have been removed through processing or treatingend usersthe ultimate users and consumers of transported energy productsEnergy Capital PartnersEnergy Capital Partners II, LLC and its parallel and co-investment funds; also knownas the SponsorEPAEnvironmental Protection AgencyEppingEpping Transmission Company, LLCEPUearnings or loss per unitExchange ActSecurities Exchange Act of 1934, as amendedFASBFinancial Accounting Standards BoardFERCFederal Energy Regulatory CommissionFinance Corp.Summit Midstream Finance Corp.FTCFederal Trade CommissionGAAPaccounting principles generally accepted in the United States of AmericaGeneral PartnerSummit Midstream GP, LLCGHGgreenhouse gas(es)Grand RiverGrand River Gathering, LLChubgeographic location of a storage facility and multiple pipeline interconnectionsICAInterstate Commerce ActIDRincentive distribution rightsIPOinitial public offeringIRSInternal Revenue ServiceLACT unitlease automatic custody transfer unit; a system for ownership transfer ofhydrocarbons or produced water from the production site to trucks, pipelines orstorage tanksLIBORLondon Interbank Offered RateLNGliquefied natural gas; natural gas (predominantly methane with some mixture ofethane) that has been converted to liquid form for ease of storage or transportMbblone thousand barrelsMbbl/done thousand barrels per dayMcfone thousand cubic feetMD&AManagement's Discussion and Analysis of Financial Condition and Results ofOperationsMeadowlark MidstreamMeadowlark Midstream Company, LLCMMcfone million cubic feetMMcf/done million cubic feet per dayMountaineer MidstreamMountaineer Midstream gathering systemiiiTable of ContentsMQDminimum quarterly distributionMVCminimum volume commitmentNAAQSnational ambient air quality standardNEPANational Environmental Policy ActNGANatural Gas ActNGLnatural gas liquids; the combination of ethane, propane, normal butane, iso-butane andnatural gasolines that when removed from unprocessed natural gas streams becomeliquid under various levels of higher pressure and lower temperatureNGPANatural Gas Policy Act of 1978Niobrara G&PNiobrara Gathering and Processing systemNYSENew York Stock ExchangeOCCOhio Condensate Company, L.L.C.OGCOhio Gathering Company, L.L.C.Ohio GatheringOhio Gathering Company, L.L.C. and Ohio Condensate Company, L.L.C.OPAOil Pollution Control ActOpCoSummit Midstream OpCo, LPOpCo GPSummit Midstream OpCo GP, LLCPHMSAPipeline and Hazardous Materials Safety Administrationplaya proven geological formation that contains commercial amounts of hydrocarbonsPolar and Dividethe Polar and Divide system; collectively Polar Midstream and EppingPolar and Divide Drop Downthe Partnership's May 18, 2015 acquisition of all of the issued and outstandingmembership interests in Polar Midstream and Epping from SMP HoldingsPolar MidstreamPolar Midstream, LLCpredecessora person the major portion of the business and assets of which another personacquired the major portion of the business and assets of the acquired personPredecessorSummit Investments, as the predecessor prior to SMLP's IPOproduced waterwater from underground geologic formations that is a by-product of natural gas andcrude oil productionPSDPrevention of Significant DeteriorationRCRAResource Conservation and Recovery Actreceipt pointthe point where hydrocarbons or produced water are received by or into a gatheringsystem, facility or transportation pipeline; also called a central receipt pointRed Rock Drop Downthe Partnership's March 18, 2014 acquisition of all of the issued and outstandingmembership interests in Red Rock Gathering from SMP HoldingsRed Rock GatheringRed Rock Gathering Company, LLCRemaining Considerationmanagement's estimate of the consideration to be paid to SMP Holdings in 2020 inconnection with the 2016 Drop Down, the present value of which is reflected on ourbalance sheets as the Deferred Purchase Price Obligationresidue gasthe natural gas remaining after being processed and/or treatedRevolving Credit Facilitythe Second Amended and Restated Credit Agreement dated as of November 1, 2013SECSecurities and Exchange CommissionSecurities ActSecurities Act of 1933, as amendedivTable of Contentssegment adjusted EBITDAtotal revenues less total costs and expenses; plus (i) other income excluding interestincome, (ii) our proportional adjusted EBITDA for equity method investees, (iii)depreciation and amortization, (iv) adjustments related to MVC shortfall payments,(v) unit-based and noncash compensation, (vi) impairments and (vii) other noncashexpenses or losses, less other noncash income or gainsshortfall paymentthe payment received from a counterparty when its volume throughput does not meetits MVC for the applicable periodSMLPSummit Midstream Partners, LPSMLP LTIPSMLP Long-Term Incentive PlanSMP HoldingsSummit Midstream Partners Holdings, LLCSPCCSpill Prevention Control and CountermeasureSummit HoldingsSummit Midstream Holdings, LLCSummit InvestmentsSummit Midstream Partners, LLCSummit UticaSummit Midstream Utica, LLCtailgaterefers to the point at which processed residue gas and NGLs leave a processingfacility for end-use marketsTcfethe equivalent of one trillion cubic feet; generally calculated when liquids are convertedinto gas; determined using a ratio of six thousand cubic feet of natural gas to onebarrel of liquidsthe CompanySummit Midstream Partners, LLC and its subsidiariesthe PartnershipSummit Midstream Partners, LP and its subsidiariesthroughput volumethe volume of natural gas, crude oil or produced water transported or passing through apipeline, plant or other facility during a particular period; also referred to as volumethroughputTioga MidstreamTioga Midstream, LLCunconventional resource basina basin where natural gas or crude oil production is developed from unconventionalsources that require hydraulic fracturing as part of the completion process, forinstance, natural gas produced from shale formations and coalbeds; also referred toas an unconventional resource playVOCvolatile organic compound(s)wellheadthe equipment at the surface of a well, used to control the well's pressure; also, thepoint at which the hydrocarbons and water exit the groundvTable of ContentsINDUSTRY OVERVIEWGeneralThe midstream sector of the energy industry provides the link between exploration and production and the delivery of crude oil, natural gas andtheir components to end-use markets. The midstream sector consists generally of gathering, processing and storage and transportation activities.Natural Gas Midstream ServicesCompanies within the natural gas midstream industry create value at various stages along the natural gas value chain by gathering natural gasfrom producers at the wellhead, separating the hydrocarbons into dry gas and NGLs and then routing the separated dry gas and NGLs streams fordelivery to end-markets or to the next intermediate stage of the value chain. The range of services provided by midstream natural gas servicecompanies are generally divided into the following six categories:Gathering. At the initial stages of the midstream value chain, a network of typically small diameter pipelines known as gathering systems directlyconnect to wellheads, pad sites or other receipt points in the production area. These gathering systems transport natural gas from the wellhead todownstream pipelines or a central location for treating and processing. Gathering systems are typically designed to allow gathering of natural gasat different pressures and are scalable to allow for additional production and well connections.Compression. Gathering systems are operated at design pressures that enable the maximum amount of production to be gathered fromconnected wells. Through a mechanical process known as compression, volumes of natural gas at a given pressure are compressed to asufficiently higher pressure, thereby allowing those volumes to be delivered to treating, dehydration, processing and fractionation facilities, andultimately the market via a higher pressure downstream pipeline. Since wells produce at progressively lower field pressures, as they age itbecomes necessary to add additional compression over time to maintain throughput across the gathering system.Treating and Dehydration. Treating and dehydration involves the removal of impurities such as water, carbon dioxide, nitrogen and hydrogensulfide, which may be present when natural gas is produced at the wellhead. These impurities must be removed for the natural gas to meet thespecifications for transportation on long-haul intrastate and interstate pipelines. Moreover, end users will not purchase natural gas with high levelsof impurities.Processing. The principal components of natural gas are methane and ethane. Most natural gas also contains varying amounts of other NGLs.Even after treating and dehydration, some natural gas is not suitable for long-haul intrastate and interstate pipeline transportation or commercialuse because it contains NGLs and condensate. This natural gas, which is often referred to as liquids-rich natural gas, must also be processed toremove these heavier hydrocarbon components. NGLs not only interfere with pipeline transportation, but are also valuable commodities onceremoved from the natural gas stream. The removal and separation of NGLs usually takes place in a processing plant and fractionation facilityusing industrial processes that exploit differences in the weights, boiling points, vapor pressures and other physical characteristics of NGLcomponents.Fractionation. Fractionation is the process by which NGLs are separated into individual liquid products for sale to petrochemical and industrial endusers. The NGL components that can be separated in fractionation generally include: ethane, propane, normal butane, iso-butane and naturalgasoline. This mixture of raw NGLs is often referred to as y-grade or raw natural gas liquid mix.Transportation and Storage. After treating and dehydration, processing and fractionation, the natural gas and NGL components are either storedor transported and marketed to end-use markets. Each pipeline system typically has storage capacity located both throughout the pipeline networkand at major market centers to help temper seasonal demand and daily supply-demand shifts.Crude Oil Midstream ServicesCrude Oil Gathering. Pipelines typically provide the most cost-effective and reliable option for shipping crude oil. Crude oil gathering systemstypically comprise a network of small-diameter pipelines connected directly to wellheads, pad sites or other receipt points that transport crude oil tocentral receipt points or interconnecting pipelines through larger diameter trunk lines. Common carrier pipelines frequently transport crude oil fromcentral delivery points to logistics hubs or refineries under tariffs regulated by FERC or state authorities. Logistic hubs provide storage andconnections to other pipeline systems and other modes of transportation, such as railroads and trucks. Pipelines not engaged in the interstatetransportation of crude may also be proprietary or leased entirely to a single customer.viTable of ContentsTrucking complements pipeline gathering systems by gathering crude oil from operators at remote wellhead locations not served by pipelinegathering systems. Trucking is generally limited to low-volume, short-haul movements because trucking costs escalate with distance. Railroadsprovide additional transportation capabilities for shipping crude oil between gathering systems, pipelines, terminals and storage centers and end-users.Produced Water Gathering. Produced water is a by-product or waste stream associated with crude oil production. The cost of managingproduced water is a key consideration for crude oil producers. Pipelines and trucks are used to gather produced water for transport to disposalfacilities. Similar to crude oil gathering, trucking is generally limited to low-volume, short-haul movements.Contractual ArrangementsNatural Gas Contracts. Natural gas midstream services, other than transportation and storage, are usually provided under contractualarrangements that vary in the amount of commodity price risk they carry. Three typical types of natural gas gathering contracts are describedbelow.Fee-Based. Under fee-based arrangements, the midstream service provider typically receives a fee for each unit of natural gas gathered, treatedand/or compressed at the wellhead and an additional fee per unit of natural gas processed at its facility. As a result, the midstream serviceprovider bears no direct commodity price risk exposure.Percent-of-Proceeds. Under percent-of-proceeds arrangements, the midstream service provider typically remits to the producers either apercentage of the proceeds from the sale of residue gas and NGLs at the tailgate at its own or a third-party processing or fractionation plant. Thesetypes of arrangements expose the gatherer and processor to direct commodity price risk, as the revenues from the contracts directly correlate withthe fluctuating price of natural gas, condensate and NGLs.Keep-Whole. Under keep-whole arrangements, the midstream service provider keeps 100% of the NGLs produced and the processed natural gasor value of the natural gas is returned to the producer. Since some of the natural gas is used and removed during processing, the midstreamservice provider compensates the producer for the value or amount of natural gas used and removed during processing by supplying additionalnatural gas or by paying an agreed-upon value for the natural gas utilized. These arrangements have the highest commodity price exposure for theprocessor because the costs are dependent on the price of natural gas and the revenues are based on the price of NGLs.Crude Oil and Produced Water Contracts. Crude oil and produced water gathering services are usually provided under fee-based contractualarrangements whereby the service provider typically receives a fee for each unit of production gathered at the wellhead. As a result, the serviceprovider bears no direct commodity price risk exposure.viiTable of ContentsPART IItem 1. Business.SMLP is a Delaware limited partnership that completed its IPO in October 2012. Summit Investments is a Delaware limited liability company andthe Predecessor of SMLP for accounting purposes. References to "we" or "our," when used for dates or periods ended on or after the IPO, refercollectively to SMLP and its subsidiaries. References to "we" or "our," when used for dates or periods ended prior to the IPO, refer collectively toSummit Investments, as our Predecessor, and its subsidiaries. For additional information, see Note 1 to the consolidated financial statements.Item 1. Business is divided into the following sections:•Overview•Business Strategies•Competitive Strengths•Our Midstream Assets•Regulation of the Natural Gas and Crude Oil Industries•Environmental Matters•Other InformationOverviewWe are a growth-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that arestrategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States.Our systems gather natural gas from pad sites, wells and central receipt points connected to our systems. Gathered natural gas volumes are thencompressed, dehydrated, treated and/or processed for delivery to downstream pipelines for ultimate delivery to third-party processing plants and/orend users. We also contract with producers to gather crude oil and produced water from wells connected to our systems for delivery to third-partyrail terminals and pipelines in the case of crude oil and to third-party disposal wells in the case of produced water. We generally refer to all of theservices our systems provide as gathering services.We are the owner-operator of or have significant ownership interests in the following gathering systems:•Ohio Gathering, a natural gas gathering system and a condensate stabilization facility operating in the Appalachian Basin, which includesthe Utica and Point Pleasant shale formations in southeastern Ohio;•Summit Utica, a natural gas gathering system operating in the Appalachian Basin, which includes the Utica and Point Pleasant shaleformations in southeastern Ohio;•Bison Midstream, an associated natural gas gathering system operating in the Williston Basin, which includes the Bakken and ThreeForks shale formations in northwestern North Dakota;•Polar and Divide, crude oil and produced water gathering systems and transmission pipelines located in the Williston Basin, whichincludes the Bakken and Three Forks shale formations in northwestern North Dakota;•Tioga Midstream, crude oil, produced water and associated natural gas gathering systems operating in the Williston Basin, which includesthe Bakken and Three Forks shale formations in northwestern North Dakota;•Grand River, a natural gas gathering and processing system located in the Piceance Basin, which includes the Mesaverde formation andthe Mancos and Niobrara shale formations in western Colorado and eastern Utah;•Niobrara G&P, an associated natural gas gathering and processing system operating in the DJ Basin, which includes the Niobrara andCodell shale formations in northeastern Colorado;•DFW Midstream, a natural gas gathering system operating in the Fort Worth Basin, which includes the Barnett Shale formation in north-central Texas; and1Table of Contents•Mountaineer Midstream, a natural gas gathering system operating in the Appalachian Basin, which includes the Marcellus Shale formationin northern West Virginia.The systems that we operate and/or have a significant ownership interests in have a diverse group of customers and counterparties comprisingaffiliates and/or subsidiaries of some of the largest crude oil and natural gas producers in North America. Key customers are as follows:•Gulfport Energy Corporation ("Gulfport") and Ascent Resources - Utica, LLC ("Ascent"), the key customers for Ohio Gathering;•XTO Energy, Inc. ("XTO") and Ascent, the key customers for Summit Utica;•Oasis Petroleum, Inc. ("Oasis") and a large U.S. independent crude oil and natural gas company, the key customers for Bison Midstream;•Whiting Petroleum Corp. ("Whiting") and SM Energy Company ("SM Energy"), the key customers for Polar and Divide;•Hess Corp. ("Hess"), the key customer for Tioga Midstream;•Encana Oil & Gas (USA) Inc. ("Encana") and Terra Energy Partners LLC ("Terra"), the key customers for Grand River;•Fifth Creek Energy Operating Company, LLC ("Fifth Creek") and a large U.S. independent crude oil and natural gas company, the keycustomers for Niobrara G&P;•Total Gas & Power North America, Inc. ("Total"), the key customer for DFW Midstream; and•Antero Resources Corp. ("Antero"), the key customer for Mountaineer Midstream.We believe that the systems we operate and/or have significant ownership interests in are positioned for growth through increased utilization andfurther development. We intend to continue expanding our operations and diversifying our geographic footprint through asset acquisitions from thirdparties. We also intend to grow our business through the execution of new, and the expansion of existing, strategic partnerships with largeproducers to provide midstream services for their upstream exploration and production projects. In addition, we may participate in assetacquisitions with Summit Investments, although (i) Summit Investments has no current direct ownership interest in any operating assets, (ii)Summit Investments has no obligation to us to offer any assets that it may acquire or participate in any asset acquisitions that we may make and(iii) we have no obligation to acquire those assets.Our financial results are primarily driven by volume throughput and expense management. During 2016, aggregate natural gas volume throughputaveraged 1,528 MMcf/d and crude oil and produced water volume throughput averaged 88.9 Mbbl/d. A substantial majority of the volumes that wegather, treat and/or process have a fixed-fee rate structure thereby enhancing the stability of our cash flows by providing a revenue stream that isnot subject to direct commodity price risk. Activities that expose us to direct commodity price risk include (i) the sale of processed natural gas andNGLs pursuant to the percent-of-proceeds contracts with certain of our customers on the Bison Midstream and Grand River systems, (ii) the saleof physical natural gas that we retain from certain of our DFW Midstream system customers to offset a portion of our power expense associatedwith our electric-drive compression and (iii) the sale of condensate volumes that we retain on the Grand River system. During the year endedDecember 31, 2016, we derived less than 9% of our revenues from percent-of-proceeds arrangements and various by-product hydrocarbon sales.In addition, the vast majority of our gas gathering and processing agreements include AMIs. Our AMIs cover more than 3.0 million acres in theaggregate, which includes more than 0.7 million acres in Ohio Gathering. Certain of our gathering and processing agreements also include MVCs.To the extent the customer does not meet its MVC, it must make an MVC shortfall payment to cover the shortfall of required volume throughputnot shipped or processed, either on a monthly, quarterly or annual basis. We have designed our MVC provisions to ensure that we will generate acertain amount of revenue from each customer over the life of the associated gathering or processing agreement, whether by collecting gatheringor processing fees on actual throughput or from cash payments to cover any MVC shortfall. As of December 31, 2016, we had remaining MVCstotaling 3.1 Tcfe. Our MVCs have a weighted-average remaining life of 8.1 years (assuming minimum throughput volume for the remainder of theterm) and average approximately 1.1 Bcfe/d through 2021.We use a variety of financial and operational metrics to analyze our performance, including among others, throughput volume, revenues, operationand maintenance expenses and segment adjusted EBITDA. We view2Table of Contentseach of these operational and GAAP metrics as important factors in evaluating our profitability and determining the amounts of cash distributionswe pay to our unitholders.For additional information on our results of operations, see Item 6. Selected Financial Data and the "Results of Operations" section included in theItem 7. MD&A, each of which is incorporated herein by reference.Financial Information About Segments. As of December 31, 2016, our reportable segments and their respective gathering systems were:•the Utica Shale, which includes our ownership interest in Ohio Gathering as well as Summit Utica;•the Williston Basin, which includes Bison Midstream, Polar and Divide and Tioga Midstream;•the Piceance/DJ Basins, which includes Grand River and Niobrara G&P;•the Barnett Shale, which includes DFW Midstream; and•the Marcellus Shale, which includes Mountaineer Midstream;Our reportable segments reflect the way in which (i) we manage our operations and (ii) management uses the reported financial information tomake decisions and allocate resources in connection therewith. The primary assets of our reportable segments consist of gathering systems andthe related property, plant and equipment and intangible assets with the exception of the Utica Shale reportable segment, which holds ourownership in Ohio Gathering. Year ended December 31, 2016 2015 2014 (In thousands)Property, plant and equipment, net$1,853,671 $1,812,783 $1,622,640Intangible assets, net421,452 461,310 489,282For additional information on our reportable segments, see the "Results of Operations—Segment Overview of the Years Ended December 31,2016, 2015 and 2014" section included in the Item 7. MD&A and Note 3 to the consolidated financial statements, each of which is incorporatedherein by reference. For additional information on revenue and accounts receivable concentrations, see the "Liquidity and Capital Resources—Credit and Counterparty Concentration Risks" section included in Item 7. MD&A and Notes 3 and 10 to the consolidated financial statements, eachof which is incorporated herein by reference. For additional information on long-lived assets, see Notes 4 and 5 to the consolidated financialstatements, each of which is incorporated herein by reference.Our Sponsor and Summit Investments. Energy Capital Partners, together with its affiliated funds, is a private equity firm with over $13.0 billionin capital commitments that is focused on investing in North America's energy infrastructure. Energy Capital Partners has significant energy andfinancial expertise to complement its investment in us, including investments in the power generation, midstream oil and gas, electrictransmission, energy equipment and services, environmental infrastructure and other energy-related sectors.Summit Investments, which was formed in 2009 by members of our management team and our Sponsor, is the ultimate owner of our GeneralPartner. We are managed and operated by the Board of Directors and executive officers of our General Partner, which is managed and operated bySummit Investments. As a result, due to its ownership interest in Summit Investments and its representation on Summit Investments' board ofmanagers, Energy Capital Partners controls our General Partner and its activities, thereby controlling SMLP.In December 2015, Energy Capital Partners approved a unit purchase program of up to $100.0 million of SMLP common units (the "PurchaseProgram"). Unit purchases, which commenced in December 2015 and concluded in June 2016, were made in open market transactions and had noimpact on the total number of common units outstanding. Summit Investments acquired 151,160 common units and Energy Capital Partnersacquired 5,915,827 common units under the Purchase Program.Initial Public Offering. SMLP was formed in May 2012 in anticipation of its IPO. On October 3, 2012, we completed the IPO and the followingtransactions occurred:•Summit Investments conveyed an interest in Summit Holdings to our General Partner as a capital contribution;3Table of Contents•our General Partner conveyed its interest in Summit Holdings to SMLP in exchange for a continuation of its 2% general partner interest inSMLP and the IDRs;•Summit Investments conveyed its remaining interest in Summit Holdings to SMLP in exchange for (i) 10,029,850 common units, (ii)24,409,850 subordinated units and (iii) the right to receive cash reimbursement for certain capital expenditures made with respect to thecontributed assets; and•SMLP issued 14,375,000 common units to the public.Since the IPO, we have issued additional common units and general partner interests in connection with drop down transactions, one third-partyacquisition and certain unit-based compensation awards. In February 2016, the subordinated units converted to common units on a one-for-onebasis. For additional information, see Notes 1, 11 and 16 to the consolidated financial statements.Business StrategiesOur principal business strategy is to increase the amount of cash distributions we make to our unitholders over time. Our plan for continuing toexecute this strategy includes the following key components:•Maintaining our focus on fee-based revenue with minimal direct commodity price exposure. As we expand our business, we intendto maintain our focus on providing midstream energy services under fee-based arrangements. Our midstream services are provided underprimarily long-term and fee-based contracts with original terms of up to 25 years. We believe that our focus on fee-based revenues withminimal direct commodity price exposure is essential to maintaining stable cash flows.•Capitalizing on organic growth opportunities to maximize throughput on our existing systems. We intend to continue to leverageour management team's expertise in constructing, developing and optimizing our midstream assets to grow our business through organicdevelopment projects. We believe that our broad and geographically diverse operating footprint provides us with a competitive advantageto pursue organic development projects that are designed to extend our geographic reach, diversify our customer base, expand ourmidstream service offerings, increase the number of our hydrocarbon receipt points and maximize volume throughput.•Diversifying our asset base by expanding our midstream service offerings to new geographic areas. Our gathering operations in theUtica, Bakken, Barnett and Marcellus shale plays and the Piceance and DJ basins currently represent our core business. We intend topursue opportunities to diversify our operations into other geographic regions through both greenfield development projects andacquisitions from third parties.•Partnering with producers to provide midstream services for their development projects in high-growth, unconventional resourceplays. We seek to promote commercial relationships with established and well-capitalized producers that are willing to serve as keycustomers and commit to long-term MVCs and/or AMIs. We will continue to pursue partnership opportunities with established producers todevelop new midstream energy infrastructure in unconventional resource basins that we believe will complement our existing assetsand/or enhance our overall business by facilitating our entry into new basins. These opportunities generally consist of a strategic acreageposition in an unconventional resource play that is well-positioned for accelerated production but has limited existing midstream energyinfrastructure to support such growth.Competitive StrengthsWe believe that we will be able to execute the components of our principal business strategy successfully because of the following competitivestrengths:•Strategically located assets in core areas of prolific unconventional resource basins supported by partnerships with largeproducers. We believe our assets are strategically positioned within the core areas of five established unconventional resource basins.The geologic formations in the basins served by our assets have either relatively low drilling and completion costs, highly economicproduction profiles, or a combination of both, which incentivize producers to develop more actively than in more marginal areas.•Fee-based revenues underpinned by long-term contracts with AMIs and MVCs. A substantial majority of our revenues for the yearended December 31, 2016 were generated under long-term and fee-based4Table of Contentsgathering and processing agreements. We believe that long-term, fee-based gathering and processing agreements enhance the stability ofour cash flows by limiting our direct commodity price exposure.•Capital structure and financial flexibility. At December 31, 2016, we had $1.25 billion of total indebtedness outstanding (see Notes 1, 2and 9 to the consolidated financial statements), and the unused portion of our $1.25 billion Revolving Credit Facility totaled $602.0 million.Under the terms of our Revolving Credit Facility, our total leverage ratio (total net indebtedness to consolidated trailing 12-month EBITDA,as defined in the credit agreement) was approximately 4.21 to 1.0 at December 31, 2016, which compares with the then-existing totalleverage ratio upper limit of not more than 5.5 to 1.0 (as defined in the credit agreement).•Relationship with a large and committed financial sponsor. Our Sponsor is an experienced energy investor with a proven track recordof making substantial, long-term investments in high-quality energy assets. In addition to its direct investment in Summit Investments,Energy Capital Partners began purchasing our common units in open market transactions commencing in December 2015 and concludingin June 2016. We believe that the relationship with and support of our Sponsor is a competitive advantage as it brings not only significantfinancial and management experience, but also numerous relationships throughout the energy industry that we believe will continue tobenefit us as we seek to grow our business.•Experienced management team with a proven record of asset acquisition, construction, development, operations and integrationexpertise. Our board members and senior leadership team have extensive energy experience (see Item 10. Directors, Executive Officersand Corporate Governance—Directors and Executive Officers) and a proven track record of identifying, consummating, financing andintegrating significant acquisitions in addition to partnering with major producers to construct and develop midstream energy infrastructure.Our Midstream AssetsOur midstream assets, including assets in which we have a significant ownership interest, currently operate in the following unconventionalresource plays:•the Utica Shale, which is served by Ohio Gathering and Summit Utica;•the Williston Basin, which is served by Bison Midstream, Polar and Divide and Tioga Midstream;•the Piceance/DJ Basins, which is served by Grand River and Niobrara G&P;•the Barnett Shale, which is served by DFW Midstream; and•the Marcellus Shale, which is served by Mountaineer Midstream.We compete with other midstream companies, producers and intrastate and interstate pipelines. Competition for volumes is primarily based onreputation, commercial terms, service levels, access to end-use markets, geographic proximity of existing assets to a producer's acreage andavailable capacity. We may also face competition to gather production drilled outside of our AMIs and attract producer volumes to our gatheringsystems. Additionally, we could face incremental competition to the extent we make acquisitions.We earn revenue by providing gathering, treating and/or processing services pursuant to primarily long-term and fee-based gathering andprocessing agreements with some of the largest and most active producers in North America. The fee-based nature of these agreementsenhances the stability of our cash flows by limiting our direct commodity price exposure.The significant features of our gathering and processing agreements and the gathering systems to which they relate are discussed in more detailbelow. For additional operating and financial performance information, on a consolidated basis and by reportable segment, see the "Results ofOperations" section in Item 7. MD&A, which is incorporated herein by reference.Areas of Mutual Interest. The vast majority of our gathering and processing agreements contain AMIs, some of which extend through 2036. TheAMIs generally require that any production by our customers within the AMIs will be shipped on and/or processed by our systems. In general, ourcustomers have not leased acreage that cover our entire AMIs but, to the extent that they lease additional acreage within our AMIs in the future,any production from wells drilled by them within that AMI will be gathered and/or processed by our systems.Under certain of our gathering agreements, we have agreed to construct pipeline laterals to connect our gathering systems to pad sites locatedwithin the AMI. However, we may choose not to participate in a discretionary5Table of Contentsopportunity presented by a customer if we believe that the project would not meet our internal return expectations. Under this scenario, thecustomer may, in certain circumstances, construct the additional infrastructure and sell it to us at a price equal to their cost plus an applicablemargin, or, in some cases, we may release the relevant acreage dedication from the AMI.Minimum Volume Commitments. Certain of our gathering and processing agreements contain MVCs, which, like AMIs, benefit the developmentand ongoing operation of a gathering system because they provide a contracted minimum revenue stream at start up. As of December 31, 2016,our MVCs, some of which extend through 2026, had a weighted-average remaining life of 8.1 years. In addition, certain of our customers have anaggregate MVC, which is a total amount of volume throughput that the customer has agreed to ship and/or process on our systems (or anequivalent monetary amount) over the MVC term. In these cases, once a customer achieves its aggregate MVC, any remaining future MVCs willterminate and the customer will then simply pay the applicable gathering or processing rate multiplied by the actual throughput volumes shipped orprocessed. As a result of this mechanism, the weighted-average remaining period for which our MVCs apply is less than the weighted-average ofthe original stated contract terms of our MVCs.For additional information on our MVCs, see the "Critical Accounting Estimates" section in MD&A and Notes 2 and 8 to the consolidated financialstatements.Utica ShaleOhio Gathering. In March 2016, we acquired substantially all of a 40% ownership interest in Ohio Gathering from a subsidiary of SummitInvestments. Non-affiliated owners have a 60% ownership interest in Ohio Gathering. Ohio Gathering comprises a natural gas gathering systemand condensate stabilization facility located in the core of the Utica Shale in southeastern Ohio that is currently in service and under development.The gathering system spans the condensate, liquids-rich and dry gas windows of the Utica Shale for multiple producers that are targeting naturalgas, condensate and NGLs production from the Utica and Point Pleasant shale formations across Harrison, Guernsey, Belmont, Noble and Monroecounties in southeastern Ohio. Gulfport and Ascent are Ohio Gathering's key customers. Condensate and liquids-rich gas production is gathered,compressed, dehydrated and delivered to the Cadiz and Seneca processing complexes, which are owned by a joint venture between MPLX LP(“MPLX”) and The Energy and Minerals Group (“EMG”). Dry gas production is gathered, compressed, dehydrated and delivered to a downstreaminterconnect with Texas Eastern Transmission, or TETCO, and another third-party pipeline, which provides access to the northeast and mid-westmarkets. Substantially all gathering services on the Ohio Gathering system are provided pursuant to long-term, fee-based gathering agreements.The condensate stabilization facility commenced operations in February 2015. Condensate stabilization allows for producers to capture the NGLsthat would otherwise flash from condensate in atmospheric conditions. As one of the largest stabilization facilities in the Utica Shale Play, thisfacility serves as the origination point for MPLX’s Cornerstone Pipeline which will deliver condensate to Marathon Petroleum’s refinery in Canton,Ohio.Our ownership interest in Ohio Gathering is the primary component of the Utica Shale reportable segment. For additional information, see Note 7 tothe consolidated financial statements.Summit Utica. In March 2016, we acquired certain natural gas gathering pipeline, dehydration and compression assets in the Utica Shale from asubsidiary of Summit Investments. We refer to these assets as the Summit Utica system. The Summit Utica system is a natural gas gatheringsystem located in the Appalachian Basin in Belmont and Monroe counties in southeastern Ohio and serves producers targeting the dry gas windowof the Utica and Point Pleasant shale formations. The system, which includes XTO and Ascent as its key customers, is currently in service andunder development and had throughput capacity of 450 MMcf/d as of December 31, 2016. The Summit Utica system gathers and delivers naturalgas, primarily under long-term, fee-based gathering agreements which include acreage dedications. The system interconnects with EnergyTransfer Partners, L.P.’s ("Energy Transfer Partners") Utica Ohio River Pipeline, which delivers to the Clarington Hub in Clarington, Ohio. TheSummit Utica system currently provides natural gas midstream services for the Utica Shale reportable segment.6Table of ContentsWilliston BasinThe following table provides operating information regarding our Williston Basin reportable segment as of December 31, 2016. Aggregatethroughputcapacity –liquids(Mbbl/d) Aggregatethroughputcapacity –natural gas (MMcf/d) Average dailyMVCs through2021(MMcfe/d) (1) RemainingMVCs(Bcfe) (1) Weighted-averageremainingcontract life(Years) (1)(2)Williston Basin 260 46 101 219 4.8__________(1) Contract terms related to MVCs are presented for liquids and natural gas on a combined basis.(2) Weighted average based on total remaining MVC (total remaining MVCs multiplied by average rate).AMIs for the Williston Basin reportable segment total more than 1.2 million acres in the aggregate.Bison Midstream. In June 2013, we acquired certain associated natural gas gathering pipeline, dehydration and compression assets in theWilliston Basin from a subsidiary of Summit Investments. We refer to these assets as the Bison Midstream system. The Bison Midstream systemis located in Mountrail and Burke counties in northwestern North Dakota. It consists of low- and high-pressure pipeline and seven compressorstations and includes gathering pipelines ranging from three inches to 10 inches in diameter. Bison Midstream gathers, compresses and treatsassociated natural gas that exists in the crude oil stream produced from the Bakken and Three Forks shale formations. These formations areprimarily targeted for crude oil production. As such, producer drilling and completion activity decisions, and consequently Bison Midstream'svolume throughput, are based largely on the prevailing price of crude oil.Our gathering agreements for the Bison Midstream system include long-term, fee-based or percent-of-proceeds contracts. Volume throughput onthe Bison Midstream system is underpinned by MVCs from its key customers. In addition to its percent-of-proceeds gathering agreement withOasis and its fee-based gathering agreement with a large U.S. independent crude oil and natural gas company, the Bison Midstream system isalso supported by other fee-based gathering agreements. Natural gas gathered on the Bison Midstream system is delivered to Aux SableMidstream LLC's Palermo Conditioning Plant in Palermo, North Dakota and then delivered to its 2.1 Bcf/d natural gas processing plant inChannahon, Illinois. The Bison Midstream system currently provides associated natural gas midstream services for the Williston Basin reportablesegment.Polar and Divide. In May 2015, we acquired certain crude oil and produced water gathering systems and recently commissioned transmissionpipelines in the Williston Basin from a subsidiary of Summit Investments. In connection with the 2016 Drop Down, we also acquired certainadditional crude oil and produced water gathering pipelines. We refer to these assets, which commenced operations in the second quarter of 2013,as the Polar and Divide system. The Polar and Divide system, which is located primarily in Williams and Divide counties in northwestern NorthDakota, owns, operates and is currently developing crude oil and produced water gathering systems and transmission pipelines serving theBakken and Three Forks shale formations.The Polar and Divide system is underpinned by two long-term, fee-based gathering agreements with Whiting and SM Energy. In addition to Whitingand SM Energy, the Polar and Divide system is also supported by other long-term, fee-based gathering agreements and has executed agreementsto expand the system to connect additional customer pad sites.Crude oil that is gathered by the Polar and Divide system is primarily delivered to Crestwood Equity Partners LP's COLT Hub rail facility in Epping,North Dakota and produced water is delivered to third-party disposal facilities located throughout the Williston Basin. The Polar and Divide systemalso has interconnects into Enbridge’s North Dakota Pipeline System in Williams County, North Dakota and Global Partners LP's Basin Transloadrail terminal in Columbus, North Dakota and has other projects underway to interconnect with additional long-haul take-away pipelines. The Polarand Divide system currently provides crude oil and produced water midstream services for the Williston Basin reportable segment.Tioga Midstream. In March 2016, we acquired certain associated natural gas, crude oil and produced water gathering systems in the WillistonBasin from a subsidiary of Summit Investments. We refer to these assets, which commenced natural gas operations in the fourth quarter of 2014and liquids operations in the third quarter of 2015, as the Tioga Midstream system. The Tioga Midstream system is located in Williams County,North Dakota. All gathering services on the Tioga Midstream system are provided pursuant to long-term, fee-based gathering agreements withHess, which is primarily targeting crude oil production from the Bakken and Three Forks shale formations. The gathering agreements underpinningthe Tioga system include an annual rate redetermination7Table of Contentsmechanism which effectively serves to protect future cash flows by resetting the gathering rate upward from pre-established base gathering ratesin the event that Hess varies from certain pre-established minimum production thresholds. The annual rate redeterminations can also reset thegathering rate lower in the event that Hess exceeds the minimum production threshold. All crude oil, produced water and natural gas gathered onthe Tioga Midstream system is delivered to downstream pipelines and disposal wells (for produced water) that are owned and operated by Hess. The Tioga Midstream system currently provides associated natural gas, crude oil and produced water midstream services for the Williston Basinreportable segment.Piceance/DJ BasinsThe following table provides operating information regarding our Piceance/DJ Basins reportable segment as of December 31, 2016. Aggregatethroughputcapacity(MMcf/d) Average dailyMVCs through2021(MMcf/d) RemainingMVCs (Bcf) Weighted-averageremainingcontract life(Years) (1)Piceance/DJ Basins 1,281 625 1,599 8.4__________(1) Weighted average based on total remaining MVC (total remaining MVCs multiplied by average rate).AMIs for the Piceance/DJ Basins reportable segment total more than 800,000 acres in the aggregate.Grand River. In 2011, we acquired certain natural gas gathering pipeline, dehydration and compression assets in the Piceance Basin from a thirdparty. We refer to these assets as the Grand River system. The Grand River system is primarily located in Garfield County, one of the largestnatural gas producing counties in Colorado. It gathers natural gas from the Mesaverde formation and the Mancos and Niobrara shale formationslocated within the Piceance Basin.In March 2014, we acquired certain natural gas gathering pipeline, dehydration, compression and processing assets in the Piceance Basin from asubsidiary of Summit Investments. We refer to these assets as the Red Rock Gathering system, or Red Rock Gathering. Summit Investmentsacquired Red Rock Gathering from a subsidiary of Energy Transfer Partners, L.P. in October 2012. Red Rock Gathering gathers and processesnatural gas from the Mesaverde formation and the Mancos and Niobrara shale formations located in western Colorado and eastern Utah. Red RockGathering is primarily located in Garfield, Rio Blanco and Mesa counties in Colorado and Uintah and Grand counties in Utah. The Grand River andRed Rock Gathering systems have been connected and are managed as a single system, which we collectively refer to as the Grand Riversystem.The Grand River system is primarily a low-pressure gathering system that was originally designed to gather natural gas produced from directionalwells targeting the liquids-rich Mesaverde formation. The Mesaverde is a shallow, tight sands geologic formation that producers have targeted withdirectional drilling for several decades. We also gather natural gas from our customers' wells targeting the Mancos and Niobrara shale formations,which underlie the Mesaverde formation, via a medium-pressure gathering system.Natural gas gathered and/or processed on the Grand River system is compressed, dehydrated, processed and/or discharged to downstreampipelines serving (i) Enterprise Product Partners' 1.8 Bcf/d processing facility located in Meeker, Colorado, (ii) Williams Partners L.P.'s NorthwestPipeline and (iii) Kinder Morgan, Inc.'s TransColorado Pipeline system. Processed NGLs from Grand River are injected into Enterprise's Mid-America Pipeline system or delivered to local markets. In addition, certain of our gathering agreements with our Grand River customers permit usto retain condensate volumes that naturally discharge from the liquids-rich natural gas as it moves across our system.The Grand River system has multiple long-term, fee-based gathering agreements with Encana as well as fee-based agreements with Black HillsExploration and Production, Inc. ("Black Hills") and Terra, both of which include long-term acreage dedications and MVCs. Certain of the GrandRiver system's other gathering and processing agreements include MVCs and AMIs.In 2015, we executed an expansion agreement with a wholly owned subsidiary of Ursa Resources Group II LLC ("Ursa") to provide additionalthroughput capacity in exchange for new MVCs. This new capacity will be utilized by Ursa as it executes a drilling plan through 2017. Inconnection with the Black Hills gathering agreement, in March 2014 we commissioned a 20 MMcf/d cryogenic processing plant and related gasgathering infrastructure in the DeBeque, Colorado area to support Black Hills' development of its acreage targeting the liquids-rich Mancos and8Table of ContentsNiobrara formations. In connection with the Terra gathering agreement, we agreed to expand our gathering and compression services byconstructing gas gathering infrastructure in the Rifle, Colorado area.We anticipate that the majority of our near-term throughput on the Grand River system will continue to originate from the Mesaverde formation. Weexpect to continue to pursue additional volumes on the low-pressure system to more fully utilize the system's existing throughput capacity. Inaddition, we believe that the Grand River system is optimally located for expansion to gather future production from the Mancos and Niobrara shaleformations. The Grand River system currently provides midstream services for the Piceance/DJ Basins reportable segment.Niobrara G&P. In March 2016, we acquired certain associated natural gas gathering systems in the DJ Basin from a subsidiary of SummitInvestments. We refer to these assets, which were operational when purchased by Summit Investments, as the Niobrara G&P system. Thesystem, which is located in Weld County, Colorado, comprises a low-pressure and high-pressure associated natural gas gathering pipeline andcryogenic natural gas processing plant with processing capacity of 20 MMcf/d pursuant to a long-term, fee-based gathering and processingagreement with Fifth Creek and a large U.S. independent crude oil and natural gas company. Residue gas is delivered to the Colorado InterstateGas pipeline and processed NGLs are delivered to the Overland Pass Pipeline. The Niobrara G&P system currently provides midstream servicesfor the Piceance/DJ Basins reportable segment.Barnett ShaleThe following table provides operating information regarding our Barnett Shale reportable segment as of December 31, 2016. Throughputcapacity(MMcf/d) Average dailyMVCs through2021 (MMcf/d) RemainingMVCs(Bcf) Weighted-averageremainingcontract life(Years) (1)Barnett Shale 480 29 48 2.9__________(1) Weighted average based on total remaining MVC (total remaining MVCs multiplied by average rate).AMIs for the Barnett Shale reportable segment total more than 120,000 acres.DFW Midstream. In 2009 and 2014, we acquired certain natural gas gathering pipeline and compression assets in the Barnett Shale from thirdparties. We refer to these assets as the DFW Midstream system. The DFW Midstream system is primarily located in southeastern Tarrant County,in north-central Texas. As the largest natural gas-producing county in Texas, we consider this area to be the core of the core of the Barnett Shalebecause of the quality of the geology and the high production profile of the wells drilled to date. Based on peak month average daily productionrates sourced from the Railroad Commission of Texas as of December 2016, this area contains the most prolific wells in the Barnett Shale. Forexample, the two largest and five of the 10 largest wells drilled in the Barnett Shale are connected to the DFW Midstream system.The DFW Midstream system, which includes gathering pipelines ranging from four inches to 30 inches in diameter, is located under both privateand public property and is partially located along existing electric transmission corridors. Compression on the system is powered by electricity. Tooffset the costs we incur to operate the system's electric-drive compressors, we either retain a fixed percentage of the natural gas that we gatheror pass through a portion of the power expense to our customers. The DFW Midstream system currently has six primary interconnections withthird-party, primarily intrastate pipelines. These interconnections enable us to connect our customers, directly or indirectly, with the major naturalgas market hubs in Texas and Louisiana.The DFW Midstream system is underpinned by a long-term, fee-based gathering agreement with Total and by other long-term, fee-based gatheringagreements. We designed the DFW Midstream system to benefit from incremental volumes arising from high-density, infill drilling on existing padsites that are already connected to the gathering system and, as such, would not require significant additional capital expenditures. Developmentof the DFW Midstream system has enabled our customers to efficiently produce natural gas by utilizing horizontal drilling techniques from padsites already connected in our AMIs. Given the urban nature of southeastern Tarrant County, we expect that the majority of future natural gasdrilling in this area will occur from existing pad site locations. The DFW Midstream system currently provides midstream services for the BarnettShale reportable segment.9Table of ContentsMarcellus ShaleThe following table provides operating information regarding our Marcellus Shale reportable segment as of December 31, 2016. Throughputcapacity(MMcf/d)Marcellus Shale (1) 1,050__________(1) Contract terms related to AMIs and MVCs are excluded for confidentiality purposes.Mountaineer Midstream. In June 2013, we acquired certain high-pressure natural gas gathering pipelines and compression assets located in theliquids-rich window of the Marcellus Shale Play from an affiliate of MarkWest Energy Partners, L.P. (“MarkWest,” which was subsequentlyacquired by MPLX). We refer to these assets as the Mountaineer Midstream system. This system, which operates in the Appalachian Basin,benefits from its location in Doddridge and Harrison counties in West Virginia where it gathers natural gas under a long-term, fee-based contractwith Antero. The Mountaineer Midstream system consists of newly constructed, high-pressure natural gas gathering pipelines ranging from eightinches to 20 inches in diameter and two compressor stations. This liquids-rich natural gas gathering and compression system serves as a criticalinlet to MPLX's Sherwood Processing Complex, a primary destination for liquids-rich natural gas in northern West Virginia, which providesdownstream access to Midwest, mid-Atlantic and northeast regions of the United States.In November 2013, we amended our original fee-based natural gas gathering agreement with Antero whereby we agreed to construct approximatelynine miles of high-pressure, 20-inch pipeline on the Mountaineer Midstream system (the "Zinnia Loop"). The Zinnia Loop, which was commissionedin 2014, is underpinned by a minimum revenue commitment from Antero and increased throughput capacity to 1,050 MMcf/d to support Antero'sdrilling activities. The Mountaineer Midstream system currently provides midstream services for the Marcellus Shale reportable segment.For additional information relating to our business and gathering systems, see the "Trends and Outlook" and "Results of Operations" sections inItem 7. MD&A.Regulation of the Natural Gas and Crude Oil IndustriesGeneral. Sales by producers of natural gas, crude oil, condensate and NGLs are currently made at market prices. However, gathering andtransportation services are subject to various types of regulation, which may affect certain aspects of our business and the market for ourservices. FERC regulates the transportation of natural gas in interstate commerce and the interstate transportation of crude oil, petroleum productsand NGLs. FERC regulation includes reviewing and accepting or approving rates and other terms and conditions for such transportation services.FERC is also authorized to prevent and sanction market manipulation in natural gas markets while the FTC is authorized to prevent and sanctionmarket manipulation in petroleum markets. State and municipal regulations may apply to the production and gathering of natural gas, theconstruction and operation of natural gas and crude oil facilities and the rates and practices of gathering systems and intrastate pipelines.Regulation of Crude Oil and Natural Gas Exploration, Production and Sales. Sales of crude oil and NGLs are not currently regulated and aretransacted at market prices. In 1989, the U.S. Congress enacted the Natural Gas Wellhead Decontrol Act, which removed all remaining price andnon-price controls affecting wellhead sales of natural gas. FERC, which has the authority under the NGA to regulate the prices and other terms andconditions of the sale of natural gas for resale in interstate commerce, has issued blanket authorizations for all gas resellers subject to itsregulation, except interstate pipelines, to resell natural gas at market prices. Either Congress or FERC (with respect to the resale of gas ininterstate commerce), however, could re-impose price controls in the future.Exploration and production operations are subject to various types of federal, state and local regulation, including, but not limited to, permitting,well location, methods of drilling, well operations and conservation of resources. While these regulations do not directly apply to our business, theymay affect our customers' ability to produce natural gas.Regulation of the Gathering and Transportation of Natural Gas and Crude Oil. We believe that the majority of our natural gas pipeline facilitiesqualify as gathering facilities that are exempt from the jurisdiction of FERC. On February 1, 2016, Polar Midstream's FERC tariff for interstatemovements of crude oil on its Little Muddy pipeline in North Dakota became effective. That tariff is subject to FERC jurisdiction and oversightpursuant to FERC's10Table of Contentsauthority under the ICA. We are also generally subject to FERC's anti-market manipulation regulations. The distinction between federallyunregulated natural gas and crude oil pipelines and FERC-regulated natural gas and crude oil pipelines has been the subject of extensive litigationand changes in the policies and interpretations of laws and regulations. In addition, the status of any individual pipeline system may be determinedby FERC on a case-by-case basis, although FERC has made no determinations as to the status of our facilities. Consequently, the classificationand regulation of pipeline systems (including some of our pipelines) could change based on future determinations by FERC or the courts.Intrastate pipelines, which may include some pipelines that perform gathering functions, may be subject to safety regulation by the DOT, althoughtypically state regulatory authorities (operating under a federal certification) perform this function. State regulatory authorities also have jurisdictionover the rates and practices of intrastate pipelines and gathering systems, including requirements for ratable takes or non-discriminatory access topipeline services. The basis for state regulation and the degree of regulatory oversight of gathering systems and intrastate pipelines varies fromstate to state. In Texas, we are regulated as a gas utility and have filed tariffs with the Railroad Commission of Texas to establish rates and termsof service for our DFW Midstream system assets. We have not been required to file tariffs in the other states in which we operate, although we arerequired to submit shape files and other information regarding the location and construction of underground gathering pipelines in North Dakota.The states in which we operate have adopted complaint-based regulation that allows natural gas producers and shippers to file complaints withstate regulators in an effort to resolve access issues and rate grievances, among other matters. State authorities in the states in which we operategenerally have not initiated investigations of the rates or practices of gathering systems or intrastate pipelines in the absence of a complaint. Stateregulation of intrastate pipelines continues to evolve and may become more stringent in the future. For example, the North Dakota IndustrialCommission recently adopted rule changes that resulted in additional construction and monitoring requirements for all pipelines, including, but notlimited to, those that transport produced water, and has recently adopted reclamation bonding requirements for certain underground gatheringpipelines in North Dakota.Natural gas, crude oil and produced water production, gathering and transportation, including the construction of new gathering facilities andexpansion of existing gathering facilities may also be subject to local regulation, such as approval and permit requirements.Anti-Market Manipulation Rules. We are subject to the anti-market manipulation provisions in the NGA and the NGPA, as amended by theEnergy Policy Act of 2005, which authorize FERC to impose fines of up to $1,000,000 per day per violation of the NGA, the NGPA, or theirimplementing regulations. In addition, the FTC holds statutory authority under the Energy Independence and Security Act of 2007 to preventmarket manipulation in petroleum markets, including the authority to request that a court impose fines of up to $1,000,000 per violation. Theseagencies have promulgated broad rules and regulations prohibiting fraud and manipulation in oil and gas markets. The CFTC is directed under theCEA to prevent price manipulations in the commodity and futures markets, including the energy futures markets. Pursuant to statutory authority,the CFTC has adopted anti-market manipulation regulations that prohibit fraud and price manipulation in the commodity and futures markets. TheCFTC also has statutory authority to seek civil penalties of up to the greater of $1,000,000 per day per violation or triple the monetary gain to theviolator for violations of the anti-market manipulation sections of the CEA. We are also subject to various reporting requirements that are designedto facilitate transparency and prevent market manipulation.Safety and Maintenance. We are subject to regulation by the DOT, which establishes federal safety standards for the design, construction,operation and maintenance of natural gas and crude oil pipeline facilities. In the Pipeline Safety Act of 1992, Congress expanded the DOT'sregulatory authority to include regulated gathering lines that had previously been exempt from federal jurisdiction. The Pipeline Safety ImprovementAct of 2002 and the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006 established mandatory inspections for certain U.S. oiland natural gas transmission pipelines in high consequence areas. The Pipeline Safety, Regulatory Certainty and Job Creation Act of 2011reauthorizes funding for federal pipeline safety programs through 2015, increases penalties for safety violations, establishes additional safetyrequirements for newly constructed pipelines and requires studies of certain safety issues that could result in the adoption of new regulatoryrequirements for existing pipelines.The DOT has delegated the implementation of safety requirements to PHMSA, which has adopted and enforces safety standards and proceduresapplicable to a limited number of our pipelines. In addition, many states, including the states in which we operate, have adopted regulations thatare identical to or more restrictive than existing DOT regulations for intrastate pipelines. Among the regulations applicable to us, PHMSA requirespipeline operators to develop integrity management programs for certain pipelines located in high consequence areas, which include high-population areas such as the Dallas-Fort Worth greater metropolitan area where our DFW Midstream system11Table of Contentsis located. While the majority of our pipelines meet the DOT definition of gathering lines and are thus currently exempt from the integritymanagement requirements of PHMSA, we also operate a limited number of pipelines that are subject to the integrity management requirements.Those 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;•adopt and maintain procedures, standards and training programs for control room operations; and•implement preventive and mitigating actions.In October 2015, PHMSA proposed changes to its pipeline safety regulations that would significantly extend the integrity managementrequirements to previously exempt pipelines and would impose additional obligations on pipeline operators that are already subject to the integritymanagement requirements. PHMSA’s proposed rule would also require annual reporting of safety-related conditions and incident reports for allgathering lines and gravity lines, including pipelines that are currently exempt from PHMSA regulations. PHMSA recently adopted regulations thatimpose pipeline incident prevention and response measures on pipeline operators. PHMSA has also issued an Advisory Bulletin providingguidance on verification of records related to pipeline maximum allowable operating pressure. Pipelines that do not meet PHMSA’s recordverification standards may be required to perform additional testing or reduce their operating pressures.Gathering systems like ours are also subject to a number of federal and state laws and regulations, including the Federal Occupational Safety andHealth Act and comparable state statutes, the purposes of which are to protect the health and safety of workers, both generally and within thepipeline industry. In addition, the Occupational Safety and Health Administration hazard communication standard, EPA community right-to-knowregulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information bemaintained concerning hazardous materials used or produced in our operations and that such information be provided to employees, state andlocal government authorities and the public.Environmental MattersGeneral. Our operation of pipelines and other assets for the gathering, treating and/or processing of natural gas and the gathering of crude oil andproduced water is subject to stringent and complex federal, state and local laws and regulations relating to the protection of the environment. Asan owner or operator of these assets, we must comply with these laws and regulations at the federal, state and local levels. These laws andregulations can restrict or impact our business activities in many ways, such as:•requiring the installation of pollution-control equipment or otherwise restricting the way we operate;•limiting or prohibiting construction activities in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered orthreatened species;•delaying system modification or upgrades during permit reviews;•requiring investigatory and remedial actions to mitigate pollution conditions caused by our operations or attributable to former operations;and•enjoining the operations of facilities deemed to be in non-compliance with permits or permit requirements issued pursuant to or imposed bysuch environmental laws and regulations.Failure to comply with these laws and regulations may trigger administrative, civil and criminal enforcement measures, including the assessmentof monetary penalties. Certain environmental statutes impose strict joint and several liability for costs required to clean up and restore sites wheresubstances, hydrocarbons or wastes have been disposed or otherwise released. Moreover, it is not uncommon for neighboring landowners andother third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances, hydrocarbons orother waste products into the environment.The trend in environmental regulation is to place more stringent requirements, resulting in more restrictions and limitations, on activities that mayaffect the environment. Thus, there can be no assurance as to the amount or timing of future expenditures for environmental compliance orremediation and actual future expenditures may be12Table of Contentsdifferent from the amounts we currently anticipate. We try to anticipate future regulatory requirements that might be imposed and plan accordinglyto remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance. We also activelyparticipate in industry groups that help formulate recommendations for addressing existing and future regulations.The following is a discussion of the material environmental laws and regulations that relate to our business.Hazardous Substances and Waste. Our operations are subject to environmental laws and regulations relating to the management and release ofsolid and hazardous wastes and other substances, including hydrocarbons. These laws generally regulate the generation, storage, treatment,transportation and disposal of solid and hazardous waste and may impose strict joint and several liability for the investigation and remediation ofaffected areas where hazardous substances may have been released or disposed. Furthermore, the Toxic Substances Control Act and analogousstate laws, impose requirements on the use, storage and disposal of various chemicals and chemical substances at our facilities. CERCLA andcomparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributedto the release of a hazardous substance into the environment. We may handle hazardous substances within the meaning of CERCLA, or similarstate statutes, in the course of our ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of thecosts required to clean up sites at which these hazardous substances have been released into the environment.We also generate industrial wastes that are subject to the requirements of the RCRA and comparable state statutes. While the RCRA regulatesboth solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardouswastes. Although we generate minimal hazardous waste, it is possible that non-hazardous wastes, which could include wastes currently generatedduring our operations, will in the future be designated as hazardous wastes and, therefore, be subject to more rigorous and costly disposalrequirements. Moreover, from time to time, the EPA and state regulatory agencies have considered the adoption of stricter disposal standards fornon-hazardous wastes, including natural gas wastes.We currently own or lease properties where hydrocarbons are being or have been handled for many years. Although we believe that the previousoperators utilized operating and disposal practices that were standard in the industry at the time, hydrocarbons or other wastes may have beendisposed of or released on or under the properties owned or leased by us or on or under the other locations where these hydrocarbons and wasteshave been transported for treatment or disposal, without our knowledge. These properties and the wastes disposed thereon may be subject toCERCLA, the RCRA and analogous state laws. Under these laws, we could be required to remove or remediate previously disposed wastes(including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) orto perform remedial operations to prevent future contamination. We are not currently aware of any facts, events or conditions relating to suchrequirements that could materially impact our operations or financial condition.Air Emissions. Our operations are subject to the federal CAA and comparable state and local laws and regulations. These laws and regulationsregulate emissions of air pollutants from various industrial sources, including our facilities, and also impose various monitoring, control andreporting requirements. Such laws and regulations may require that we obtain pre-approval for the construction or modification of certain projects orfacilities expected to produce or significantly increase air emissions, obtain and strictly comply with air permits containing various emissions andoperational limitations and utilize specific emission control technologies to limit emissions. Our failure to comply with these requirements couldsubject us to monetary penalties, injunctions, conditions or restrictions on operations and criminal enforcement actions. Furthermore, we may berequired to incur certain capital expenditures in the future to obtain and maintain operating permits and approvals for air pollutant emitting sources.In October 2015, the EPA issued a new lower NAAQS for ozone. The previous ozone standard was set at 75 parts per billion ("ppb"). The revisedstandard has been lowered to 70 ppb. The lowered ozone NAAQS could result in a significant expansion of ozone nonattainment areas across theUnited States, including areas in which we operate, which could subject us to increased regulatory burdens in the form of more stringent emissioncontrols, emission offset requirements and increased permitting delays and costs. Impacts from the new standard have not yet been determined,as states are still in the process of incorporating the new standard into their respective state implementation plans. We will continue to monitordevelopments to determine if any adverse effects on our operations can be expected.On June 3, 2016, the EPA finalized revisions to its 2012 New Source Performance Standard ("NSPS") OOOO for the oil and gas industry, toreduce emissions of greenhouse gases - most notably methane - along with smog-forming VOCs. The revisions, which are published in theFederal Register under Subpart OOOOa, included the13Table of Contentsaddition of methane to the pollutants covered by the rule, along with requirements for detecting and repairing leaks at gathering and boostingstations. The revised rule applies to sources that have been modified, constructed, or reconstructed after September 18, 2015. While we do notexpect this rule to significantly impact our existing operations, future modifications or new construction may be adversely affected by the revisedrule.On November 16, 2016 the Bureau of Land Management ("BLM") issued a final rule to reduce venting and flaring of natural gas on public andIndian lands. The final rule mirrors many of the requirements found in NSPS OOOOa, with additional natural gas royalty requirements for flaredvolumes at sites already connected to gas capture infrastructure. While the rule is expected to have little or no direct impact on our operations, ourcustomers that are primarily upstream wellhead operators may be impacted by the requirements in this rule.Water Discharges. The CWA and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants into regulatedwaters, which impacts our ability to conduct construction activities in waters and wetlands. Certain state regulations and the general permitsissued under the Federal National Pollutant Discharge Elimination System program prohibit the discharge of pollutants and chemicals. In addition,the Clean Water Act and analogous state laws require individual permits or coverage under general permits for discharges of storm water runofffrom certain types of facilities. These permits require us to control storm water runoff from some of our facilities. Some states also maintaingroundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. Federal and stateregulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of theClean Water Act and analogous state laws and regulations.Oil Pollution Act. The OPA requires the preparation of an SPCC plan for facilities engaged in drilling, producing, gathering, storing, processing,refining, transferring, distributing, using, or consuming oil and oil products, and which due to their location, could reasonably be expected todischarge oil in harmful quantities into or upon the navigable waters of the United States. The owner or operator of an SPCC-regulated facility isrequired to prepare a written, site-specific spill prevention plan, which details how a facility's operations comply with the requirements. To be incompliance, the facility's SPCC plan must satisfy all of the applicable requirements for drainage, bulk storage tanks, tank car and truck loadingand unloading, transfer operations (intrafacility piping), inspections and records, security and training. Certain of our facilities are classified asSPCC-regulated facilities. We believe that they are in substantial compliance with all applicable requirements of OPA.Hydraulic Fracturing. Hydraulic fracturing is an important and increasingly common practice that is used to stimulate production of natural gasand/or crude oil from dense subsurface rock formations and is primarily presently regulated by state agencies. However, Congress has in the pastand may in the future consider legislation to regulate hydraulic fracturing by federal agencies. Many states have already adopted laws and/orregulations that require disclosure of the chemicals used in hydraulic fracturing and are considering legal requirements that could impose morestringent permitting, disclosure and well construction requirements on oil and/or natural gas drilling activities. The EPA is also moving forward withvarious related regulatory actions, including approving new regulations requiring green completions of hydraulically-fractured wells andcorresponding reporting requirements that went into effect in 2015. Revisions to the green completion regulations were finalized in June 2016 andinclude additional requirements to reduce methane and VOCs. We do not believe these new regulations will have a direct effect on our operations,but because natural gas and/or crude oil production using hydraulic fracturing is growing rapidly in the United States, if new or more stringentfederal, state or local legal restrictions relating to such drilling activities or to the hydraulic fracturing process are adopted, this could result in areduction in the supply of natural gas and/or crude oil.Endangered Species Act. The Endangered Species Act restricts activities that may affect endangered or threatened species or their habitats.Some of our pipelines may be located in areas that are designated as habitats for endangered or threatened species.National Environmental Policy Act. The NEPA establishes a national environmental policy and goals for the protection, maintenance andenhancement of the environment and provides a process for implementing these goals within federal agencies. Major projects having the potentialto significantly impact the environment require review under NEPA. Many of our activities are covered under categorical exclusions which resultsin an expedited NEPA review process. Large upstream and downstream projects with significant cumulative impacts may be subject to longerNEPA review processes, which could impact the timing of those projects and our services associated with them.Climate Change. The EPA has adopted regulations under the CAA that, among other things, establish GHG emission limits from motor vehiclesas well as establish PSD construction and Title V operating permit reviews for certain large stationary sources that are potential major sources ofGHG emissions. Facilities required to obtain14Table of ContentsPSD permits for their GHG emissions also will be required to meet “best available control technology” standards that will be established by thestates or, in some cases, by the EPA on a case-by-case basis.EPA rules also require the reporting of GHG emissions from specified large GHG-emitting sources in the United States, including onshore andoffshore oil and natural gas systems. We are required to report under these rules for our assets that have GHG emissions above the reportingthresholds. In October 2015, the EPA issued revisions to Subpart W of the GHG reporting rule to include reporting requirements for gathering andbooster stations, onshore natural gas transmission pipelines, and completions and workovers of oil wells with hydraulic fracturing. Thisdevelopment will result in increased monitoring and reporting for our operations and for upstream producers for whom we provide midstreamservices.The EPA continues to consider additional climate change requirements for the energy industry. On November 10, 2016, the EPA issued anInformation Collection Request ("ICR") under Section 114 of the CAA to gather and evaluate source specific information from the oil and naturalgas sector. The information will be used to potentially draft new regulations to reduce methane emissions from existing sources not currentlycovered by the NSPS under subparts OOOO and OOOOa. It is unclear what impact this Information Collection Request will have on futuremethane rulemakings, and changes in political administration may impact whether this information is used for any future methane rulemakings, aswell as enforcement, development, and implementation of climate change requirements generally. We will continue to monitor such developmentsto determine if they will impact our operations.In addition, almost half of the states, either individually or through multi-state regional initiatives, have begun to address GHG emissions, primarilythrough the planned development of emission inventories or regional GHG cap and trade programs. Most of these cap and trade programs work byrequiring either major sources of emissions, such as electric power plants, or major producers of fuels, such as refineries and gas processingplants, to acquire and surrender emission allowances. In general, the number of allowances available for purchase is reduced each year until theoverall GHG emission reduction goal is achieved. Depending on the scope of a particular program, we could be required to purchase and surrenderallowances for GHG emissions resulting from our operations (e.g., at compressor stations). Although most of the state-level initiatives have todate been focused on large sources of GHG emissions, such as electric power plants, it is possible that certain components of our operations,such as our gas-fired compressors, could become subject to state-level GHG-related regulation.Further, in December 2015, over 190 countries, including the United States, reached an agreement to reduce global GHG emissions. Theagreement entered into force in November 2016, after over 70 countries, including the United States, ratified or otherwise consented to be boundby the agreement.Legislation or regulations that may be adopted to address climate change could also affect the markets for our products by making our productsmore or less desirable than competing sources of energy. To the extent that our products are competing with higher GHG-emitting energy sources,our products would become more desirable in the market with more stringent limitations on GHG emissions. Conversely, to the extent that ourproducts are competing with lower GHG-emitting energy sources such as solar and wind, our products would become less desirable in the marketwith more stringent limitations on GHG emissions.Other InformationEmployees. SMLP does not have any employees. All of the employees required to conduct and support its operations are employed by SummitInvestments, but these individuals are sometimes referred to as its employees. The officers of our General Partner manage our operations andactivities. As of December 31, 2016, Summit Investments employed 331 people who provide direct, full-time support to our operations. None of ouremployees are covered by collective bargaining agreements, and we have never experienced any business interruption as a result of any labordisputes.Availability of Reports. We make certain filings with the SEC, including, among other filings, our annual report on Form 10-K, quarterly reports onForm 10-Q, current reports on Form 8-K and all amendments and exhibits to those reports, available free of charge through ourwebsite, www.summitmidstream.com, as soon as reasonably practicable after the date they are filed with, or furnished to, the SEC. The filings arealso available at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549 or by calling 1-800-SEC-0330. These filings arealso available through the SEC's website, www.sec.gov. Our press releases and recent investor presentations are also available on our website.15Table of ContentsItem 1A. Risk Factors.Item 1A. Risk Factors is divided into the following sections:•Risks Related to our Business•Risks Inherent in an Investment in Us•Tax RisksRisks Related to Our BusinessOur principal business strategy is to increase the amount of cash distributions we make to our unitholders over time. We may not havesufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including costreimbursements of expenses incurred on our behalf by our General Partner, to enable us to pay the MQD or any distribution to holdersof our common units.To pay the MQD of $0.40 per unit per quarter, or $1.60 per unit on an annualized basis, we will require available cash of $29.4 million per quarter,or $117.7 million per year (based on units outstanding, as of December 31, 2016). We may not have sufficient available cash from operatingsurplus each quarter to pay the MQD. The amount of cash we can distribute on our units principally depends upon the amount of cash we generatefrom our operations, which will fluctuate from quarter to quarter based on, among other things:•the volumes we gather, treat and process;•the level of production of natural gas and crude oil (and associated volumes of produced water) from wells connected to our gatheringsystems, which is dependent in part on the demand for, and the market prices of, crude oil, natural gas and NGLs;•damage to pipelines, facilities, related equipment and surrounding properties caused by earthquakes, floods, fires, severe weather,explosions and other natural disasters, accidents and acts of terrorism;•leaks or accidental releases of hazardous materials into the environment;•weather conditions and seasonal trends;•changes in the fees we charge for our services;•the level of competition from other midstream energy companies in our areas of operation;•changes in the level of our operating, maintenance and general and administrative expenses;•regulatory action affecting the supply of, or demand for, crude oil, natural gas and NGLs, the fees we can charge, how we contract forservices, our existing contracts, our operating and maintenance costs or our operating flexibility; and•prevailing economic and market conditions.In addition, the actual amount of cash we will have available for distribution will depend on other factors, some of which are beyond our control,including:•the level and timing of capital expenditures we make;•the level of our operating, maintenance and general and administrative expenses, including reimbursements of expenses incurred on ourbehalf by our General Partner;•the cost of acquisitions, if any;•our debt service requirements and other liabilities, including the Deferred Purchase Price Obligation;•fluctuations in our working capital needs;•our ability to borrow funds and access capital markets;•restrictions contained in our debt agreements;•the amount of cash reserves established by our General Partner;•not receiving anticipated shortfall payments from our customers;•adverse legal judgments, fines and settlements; and16Table of Contents•other business risks affecting our cash levels.We depend on certain customers for a significant portion of our revenues. The loss of, or material nonpayment or nonperformance by,or the curtailment of production by, any one or more of these customers could materially adversely affect our revenues, cash flows andability to make cash distributions to our unitholders.Certain of our customers may have material financial and liquidity issues or may, as a result of operational incidents or other events, bedisproportionately affected as compared to larger, better-capitalized companies. Any material nonpayment or nonperformance by any of thesecustomers could have a material adverse effect on our revenues and cash flows and our ability to make cash distributions to our unitholders. Weexpect our exposure to concentrated risk of nonpayment or nonperformance to continue as long as we remain substantially dependent on arelatively small number of customers for a significant portion of our revenues.If our customers curtail or reduce production in our areas of operation, it could reduce throughput on our system and, therefore, materiallyadversely affect our revenues, cash flows and ability to make cash distributions to our unitholders.We are exposed to the creditworthiness and performance of our customers, suppliers and contract counterparties and any materialnonpayment or nonperformance by one or more of these parties could materially adversely affect our financial and operating results.Although we attempt to assess the creditworthiness and associated liquidity of our customers, suppliers and contract counterparties, there can beno assurance that our assessments will be accurate or that there will not be a rapid or unanticipated deterioration in their creditworthiness, whichmay have an adverse impact on our business, results of operations, financial condition and ability to make cash distributions to our unitholders. Inaddition, there can be no assurance that our contract counterparties will perform or adhere to existing or future contractual arrangements, includingmaking any required shortfall payments.The policies and procedures we use to manage our exposure to credit risk, such as credit analysis, credit monitoring and, if necessary, requiringcredit support, cannot fully eliminate counterparty credit risks. To the extent our policies and procedures prove to be inadequate, our financial andoperational results may be negatively impacted.Some of our counterparties may be highly leveraged, have limited financial resources and/or have recently experienced a rating agency downgradeand will be subject to their own operating and regulatory risks. Even if our credit review and analysis mechanisms work properly, we mayexperience financial losses in our dealings with such parties. In addition, volatility in commodity prices could have a negative impact on ourcounterparties, which, in turn, could have a negative impact on their ability to meet their obligations to us.Any material nonpayment or nonperformance by any of our counterparties or suppliers could require us to pursue substitute counterparties orsuppliers for the affected operations or reduce our operations. There can be no assurance that any such efforts would be successful or wouldprovide similar financial and operational results.Adverse developments in our areas of operation could materially adversely impact our financial condition, results of operations andcash flows and reduce our ability to make cash distributions to our unitholders.Our operations are focused on gathering, treating and processing services in five unconventional resource basins: (i) the Appalachian Basin, whichincludes the Utica and Point Pleasant shale formations in southeastern Ohio and the Marcellus Shale formation in northern West Virginia; (ii) theWilliston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; (iii) the Fort Worth Basin, whichincludes the Barnett Shale formation in north-central Texas; (iv) the Piceance Basin, which includes the Mesaverde formation and the Mancos andNiobrara shale formations in western Colorado and eastern Utah; and (v) the DJ Basin, which includes the which includes the Niobrara shaleformation in northeastern Colorado. Due to our limited industry and geographic diversity, adverse developments in the natural gas and crude oilindustries or in our existing areas of operation could have a significantly greater impact on our financial condition, results of operations and cashflows.Significant prolonged weakness in natural gas, NGL and crude oil prices could reduce throughput on our systems and materiallyadversely affect our revenues and cash available to make cash distributions to our unitholders.Current natural gas, NGL and crude oil prices have had a negative impact on exploration, development and production activity in our areas ofoperation. Unchanged or lower natural gas, NGL and crude oil prices could result in a further decline in the production of natural gas and crude oil,thereby resulting in reduced throughput on our gathering systems. Additionally, due to the extended period of historically low natural gas prices anddecline in NGL17Table of Contentsand crude oil prices, certain of our customers in each of our areas of operations have, and others could, reduce drilling activity and capitalexpenditure budgets. If natural gas, NGL and/or crude oil prices remain depressed or decrease further, it could cause sustained reductions inexploration or production activity in our areas of operation and result in a further reduction in throughput on our systems, which could have amaterial adverse effect on our business, financial condition, results of operations and ability to make cash distributions to our unitholders.Because of the natural decline in production from our customers' existing wells, our success depends in part on our customersreplacing declining production and also on our ability to maintain levels of throughput on our systems. Any decrease in the volumesthat we gather and process could materially adversely affect our business and operating results.The customer volumes that support our business depend on the level of production from natural gas and crude oil wells connected to our systems,the production from which may be less than expected and will naturally decline over time. As a result, our cash flows associated with these wellswill also decline over time. To maintain or increase throughput levels on our systems, we must obtain new sources of volume throughput. Theprimary factors affecting our ability to obtain new sources of volume throughput include (i) the level of successful drilling activity in our areas ofoperation and (ii) our ability to compete for new volumes on our systems.We have no control over the level of drilling activity in our areas of operation, the amount of reserves associated with wells connected to oursystems or the rate at which production from a well declines. In addition, we have no control over producers or their drilling and productiondecisions, which are affected by, among other things:•the availability and cost of capital;•prevailing and projected hydrocarbon commodity prices;•demand for crude oil, natural gas and other hydrocarbon products, including NGLs;•levels of reserves;•geological considerations;•environmental or other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; and•the availability of drilling rigs and other costs of production and equipment.Fluctuations in energy prices can also greatly affect the development of new crude oil and natural gas reserves. Drilling and production activitygenerally decreases as commodity prices decrease. In general terms, the prices of crude oil, natural gas and other hydrocarbon products fluctuatein response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control. These factorsinclude:•worldwide economic and geopolitical conditions;•weather conditions and seasonal trends;•the levels of domestic production and consumer demand;•the availability of imported LNG;•the ability to export LNG;•the availability of transportation and storage systems with adequate capacity;•the volatility and uncertainty of regional pricing differentials and premiums;•the price and availability of alternative fuels;•the effect of energy conservation measures;•the nature and extent of governmental regulation and taxation; and•the anticipated future prices of crude oil, natural gas and other hydrocarbon products, including NGLs.Because of these factors, even if new crude oil or natural gas reserves are known to exist in areas served by our assets, producers may choosenot to develop those reserves. If reductions in drilling activity result in our inability to maintain the current levels of throughput on our systems,those reductions could reduce our revenues and cash flows and materially adversely affect our ability to make cash distributions to ourunitholders.In addition, it may be more difficult to maintain or increase the current volumes on our gathering systems, as several of the formations in theunconventional resource plays in which we operate generally have higher initial18Table of Contentsproduction rates and steeper production decline curves than wells in more conventional basins. Should we determine that the economics of ourgathering, treating and processing assets do not justify the capital expenditures needed to grow or maintain volumes associated therewith,revenues associated with these assets will decline over time. In addition to capital expenditures to support growth, the steeper production declinecurves associated with unconventional resource plays may require us to incur higher maintenance capital expenditures over time, which willreduce our cash available for distribution.Many of our costs are fixed and do not vary with our throughput. These costs will not decline ratably or at all should we experience a reduction inthroughput, which could result in a decline in our revenues and cash flows and materially adversely affect our ability to make cash distributions toour unitholders.If our customers do not increase the volumes they provide to our gathering systems, our growth strategy and ability to increase cashdistributions to our unitholders may be materially adversely affected.If we are unsuccessful in attracting new customers and/or new gathering opportunities with existing customers, our ability to increase cashdistributions to our unitholders will be impaired. Our customers are not obligated to provide additional volumes to our gathering systems, and theymay determine in the future that drilling activities in areas outside of our current areas of operation are strategically more attractive to them.Reductions by our customers in our areas of mutual interest could result in reductions in throughput on our systems and materially adverselyimpact our ability to grow our operations and increase cash distributions to our unitholders.Certain of our gathering and processing agreements contain provisions that can reduce the cash flow stability that the agreements weredesigned to achieve.We designed those gathering and processing agreements that contain MVC provisions to generate stable cash flows for us over the life of theMVC contract term while also minimizing our direct commodity price risk. Under certain of these MVCs, our customers agree to ship a minimumvolume on our gathering systems or send a minimum volume to our processing plants or, in some cases, to pay a minimum monetary amount,over certain periods during the term of the MVC. In addition, our gathering and processing agreements may also include an aggregate MVC, whichrepresents the total amount that the customer must flow on our gathering system or send to our processing plants (or an equivalent monetaryamount) over the MVC term. If such customer's actual throughput volumes are less than its MVC for the contracted measurement period, it mustmake a shortfall payment to us at the end of the applicable measurement period. The amount of the shortfall payment is based on the differencebetween the actual throughput volume shipped or processed for the applicable period and the MVC for the applicable period, multiplied by theapplicable fee. To the extent that a customer's actual throughput volumes are above or below its MVC for the applicable contracted measurementperiod, certain of our gathering agreements contain provisions that allow the customer to use the excess volumes or the shortfall payment to creditagainst future excess volumes or future shortfall payments, which could have a material adverse effect on our results of operations, financialcondition and cash flows and our ability to make cash distributions to our unitholders.We do not intend to obtain independent evaluations of the reserves connected to our gathering systems on a regular or ongoing basis;therefore, in the future, customer volumes on our systems could be less than we anticipate.We have not obtained and do not intend to obtain independent evaluations of all of the reserves connected to our systems. Moreover, even if wedid obtain independent evaluations of all of the reserves connected to our systems, such evaluations may prove to be incorrect. Crude oil andnatural gas reserve engineering requires subjective estimates of underground accumulations of crude oil and natural gas and assumptionsconcerning future crude oil and natural gas prices, future production levels and operating and development costs.Accordingly, we may not have accurate estimates of total reserves dedicated to our systems or the anticipated life of such reserves. If the totalreserves or estimated life of the reserves connected to our gathering systems are less than we anticipate and we are unable to secure additionalvolumes, it could have a material adverse effect on our business, results of operations, financial condition and our ability to make cashdistributions to our unitholders.Our industry is highly competitive, and increased competitive pressure could materially adversely affect our business and operatingresults.We compete with other midstream companies in our areas of operations, some of which are large companies that have greater financial,managerial and other resources than we do. In addition, some of our competitors may have assets in closer proximity to natural gas and crude oilsupplies and may have available idle capacity in existing assets that would not require new capital investments for use. Our competitors mayexpand or construct gathering systems that would create additional competition for the services we provide to our customers. Because ourcustomers do not have leases that cover the entirety of our areas of mutual interest, non-customer producers that19Table of Contentslease acreage within any of our areas of mutual interest may choose to use one of our competitors for their gathering and/or processing serviceneeds.In addition, our customers may develop their own gathering systems outside of our areas of mutual interest. Our ability to renew or replace existingcontracts with our customers at rates sufficient to maintain current revenues and cash flows could be materially adversely affected by theactivities of our competitors and our customers. All of these competitive pressures could have a material adverse effect on our business, resultsof operations, financial condition and ability to make cash distributions to our unitholders.We may not be able to renew or replace expiring contracts at favorable rates or on a long-term basis.Our gathering, treating and processing contracts have terms of various durations. As these contracts expire, we may have to negotiate extensionsor renewals with existing customers or enter into new contracts with other customers. We may be unable to obtain new contracts on favorablecommercial terms, if at all. We also may be unable to maintain the economic structure of a particular contract with an existing customer or theoverall mix of our contract portfolio. Moreover, we may be unable to obtain areas of mutual interest from new customers in the future, and we maybe unable to renew existing areas of mutual interest with current customers as and when they expire. The extension or replacement of existingcontracts depends on a number of factors beyond our control, including:•the level of existing and new competition to provide gathering and/or processing services in our areas of operation;•the macroeconomic factors affecting gathering, treating and processing 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 areas of operation 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.To the extent we are unable to renew our existing contracts on terms that are favorable to us or successfully manage our overall contract mix overtime, our revenues and cash flows could decline and our ability to make cash distributions to our unitholders could be materially adverselyaffected.If third-party pipelines or other midstream facilities interconnected to our gathering systems become partially or fully unavailable, ourrevenues and cash flows and our ability to make cash distributions to our unitholders could be materially adversely affected.Our gathering systems connect to third-party pipelines and other midstream facilities, such as processing plants, rail terminals and produced waterdisposal facilities. The continuing operation of such third-party pipelines and other midstream facilities is not within our control. These pipelinesand other midstream facilities may become unavailable due to issues including, but not limited to, testing, turnarounds, line repair, reducedoperating pressure, lack of operating capacity, regulatory requirements, curtailments of receipt or deliveries due to insufficient capacity or becauseof damage from other hazards. In addition, we do not have interconnect agreements with all of these pipelines and other facilities and theagreements we do have may be terminated in certain circumstances and/or on short notice. If any of these pipelines or other midstream facilitiesbecome unavailable for any reason, or, if these third parties are otherwise unwilling to receive or transport the natural gas, crude oil and producedwater that we gather and/or process, our revenues, cash flows and ability to make cash distributions to our unitholders could be materiallyadversely affected.We have a relatively limited ownership history with respect to certain of our assets. There could be unknown events or conditions orincreased maintenance or repair expenses and downtime associated with our pipelines that could have a material adverse effect on ourbusiness and operating results.We have a relatively limited history of operating certain of our assets. There may be historical occurrences or latent issues regarding certain of ourpipeline systems of which we may be unaware and that may have a material adverse effect on our business and results of operations. Anysignificant increase in maintenance and repair expenditures or loss of revenue due to the condition of our pipeline systems could materiallyadversely affect our business and results of operations and our ability to make cash distributions to our unitholders.20Table of ContentsCrude oil and natural gas production and gathering may be adversely affected by weather conditions and terrain, which in turn couldnegatively impact the operations of our gathering, treating and processing facilities and our construction of additional facilities.Extended periods of below freezing weather and unseasonably wet weather conditions, especially in North Dakota, Ohio and West Virginia, can besevere and can adversely affect crude oil and natural gas operations due to the potential shut-in of producing wells or decreased drilling activities.The result of these types of interruptions could result in a decrease in the volumes supplied to our gathering systems. Further, delays andshutdowns caused by severe weather may have a material negative impact on the continuous operations of our gathering, treating and processingsystems, including interruptions in service. These types of interruptions could negatively impact our ability to meet our contractual obligations toour customers and thereby give rise to certain termination rights and/or the release of dedicated acreage. Any resulting terminations or releasescould materially adversely affect our business and results of operations.We also may be required to incur additional costs and expenses in connection with the design and installation of our facilities due to their locationand surrounding terrain. We may be required to install additional facilities, incur additional capital and operating expenditures, or experienceinterruptions in or impairments of our operations to the extent that the facilities are not designed or installed correctly. For example, certain of ourpipeline facilities are located in mountainous areas such as our Utica Shale and Marcellus Shale operations, which may require specially designedfacilities and special installation considerations. If such facilities are not designed or installed correctly, do not perform as intended, or fail, we maybe required to incur significant capital expenditures to correct or repair the deficiencies, or may incur significant damages to or loss of facilities,and our operations may be interrupted as a result of deficiencies or failures. In addition, such deficiencies may cause damage to the surroundingenvironment, including slope failures, stream impacts and other natural resource damages, and we may as a result also be subject to increasedoperating expenses or environmental penalties and fines.Interruptions in operations at any of our facilities may adversely affect our operations and cash flows available for distribution to ourunitholders.Our operations depend upon the infrastructure that we have developed and constructed. Any significant interruption at any of our gathering, treatingor processing facilities, or in our ability to provide gathering, treating or processing services, could adversely affect our operations and cash flowsavailable for distribution to our unitholders. Operations at our facilities could be partially or completely shut down, temporarily or permanently, asthe result of circumstances not within our control, such as:•severe weather;•unscheduled turnarounds or catastrophic events at our physical plants or pipeline facilities;•restrictions imposed by governmental authorities or court proceedings;•labor difficulties that result in a work stoppage or slowdown;•a disruption in the supply of resources necessary to operate our midstream facilities;•damage to our facilities resulting from production volumes that do not comply with applicable specifications; and•inadequate transportation and/or market access to support production volumes, including lack of pipeline, rail terminals, produced waterdisposal facilities and/or third-party processing capacity.Any significant interruption at any of our gathering, treating or processing facilities, or in our ability to provide gathering, treating or processingservices, could adversely affect our operations and cash flows available for distribution to our unitholders.Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. If a significantincident or event occurs for which we are not adequately insured or if we fail to recover all anticipated insurance proceeds for significantincidents or events for which we are insured, our operations and financial results could be materially adversely affected.Our operations are subject to all of the risks and hazards inherent in the operation of gathering, treating and processing systems, including:•damage to pipelines, processing plants, compression assets, related equipment and surrounding properties caused by tornadoes, floods,fires and other natural disasters and acts of terrorism;•inadvertent damage from construction, vehicles, farm and utility equipment;21Table of Contents•leaks or losses resulting from the malfunction of equipment or facilities;•ruptures, fires and explosions; and•other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property andequipment and pollution or other environmental damage. The location of certain of our systems in or near populated areas, including residentialareas, commercial business centers and industrial sites, could increase the damages resulting from these risks.These risks may also result in curtailment or suspension of our operations. A natural disaster or any event such as those described aboveaffecting the areas in which we and our customers operate could have a material adverse effect on our operations. Accidents or other operatingrisks could further result in loss of service available to our customers. Such circumstances, including those arising from maintenance and repairactivities, could result in service interruptions on portions or all of our gathering systems. Potential customer impacts arising from serviceinterruptions on segments of our gathering systems could include limitations on our ability to satisfy customer requirements, obligations totemporarily waive minimum volume commitments during times of constrained capacity and solicitation of existing customers by others forpotential new projects that would compete directly with our existing services. Such circumstances could materially adversely impact our ability tomeet contractual obligations and retain customers, with a resulting negative impact on our business and results of operations and our ability tomake cash distributions to our unitholders.Our insurance coverage is provided by policies that cover all of our assets and those of Summit Investments and its non-SMLP subsidiaries.Therefore, it is possible that an incident, or incidents, at those subsidiaries could exhaust claim capacity and leave SMLP and its subsidiariesexposed to risk of loss should they experience a loss during the same policy cycle. In addition, although we have a range of insurance programsproviding varying levels of protection for public liability, damage to property, loss of income and certain environmental hazards, we may not beinsured against all causes of loss, claims or damage that may occur. If a significant incident or event occurs for which we are not fully insured, itcould materially adversely affect our operations and financial condition. Furthermore, we may not be able to maintain or obtain insurance of thetype and amount we desire at reasonable rates and/or claims by Summit Investments or its non-SMLP subsidiaries may increase rates on all ofthe insured-asset group, including those owned by SMLP and its subsidiaries. As a result of industry or market conditions, some of which arebeyond our control, premiums and deductibles for certain of our insurance policies may substantially increase. In some instances, certaininsurance could become unavailable or available only for reduced amounts of coverage. Additionally, with regard to the assets we have acquired,we have limited indemnification rights to recover from the seller of the assets in the event of any potential environmental liabilities.We intend to grow our business in part by seeking strategic acquisition opportunities. If we are unable to make acquisitions oneconomically acceptable terms from third parties, our future growth will be affected, and the acquisitions we do make may reduce, ratherthan increase, our cash generated from operations. Our ability to grow depends, in part, on our ability to make acquisitions that increaseour cash generated from operations. The acquisition component of our strategy also relies, in part, on the continued divestiture ofmidstream assets by industry participants. A material decrease in such divestitures would limit our opportunities for future acquisitionsand could materially adversely affect our ability to grow our operations and increase our cash distributions to our unitholders.If we are unable to make accretive acquisitions from third parties, whether because we are (i) unable to identify attractive acquisition candidates ornegotiate acceptable purchase contracts; (ii) unable to obtain financing for these acquisitions on economically acceptable terms; (iii) outbid bycompetitors; or (iv) unable to obtain necessary governmental or third-party consents or for any other reason, then our future growth and ability toincrease cash distributions on a per-unit basis will be limited. If we are unable to acquire assets from third parties in the near or long term it mayadversely affect our ability to grow our business. Even if we do make acquisitions that we believe will be accretive, these acquisitions maynevertheless result in a decrease in the cash generated from operations. 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;•the risk that natural gas or crude oil reserves expected to support the acquired assets may not be of the anticipated magnitude or may notbe developed as anticipated or at all;22Table of Contents•an inability to successfully integrate the assets or businesses we acquire;•coordinating geographically disparate organizations, systems and facilities;•the assumption of unknown liabilities for which we are not indemnified or for which our indemnity is inadequate;•mistaken assumptions about the overall costs of debt or equity capital;•the diversion of management's and employees' attention from other business concerns;•unforeseen difficulties operating in new geographic areas and business lines;•customer or key employee losses at the acquired businesses;•higher-than-anticipated production declines; and•improperly constructed facilities.If we consummate any future acquisitions, our capitalization, results of operations and future growth may change significantly and our unitholderswill not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in deciding to engage in thesefuture acquisitions, which may reduce, rather than increase, our cash generated from operations.Substantially all of the assets owned by Summit Investments have been contributed to the Partnership in connection with our drop downtransactions and, as a result, our growth strategy has become more dependent on making acquisitions from third parties. This shift from a growthstrategy focused, primarily, on acquisitions from Summit Investments, to one focused, primarily, on third-party acquisitions could materiallyadversely affect our ability to grow our operations and increase our cash distributions to our unitholders.We may fail to successfully integrate gathering system acquisitions into our existing business in a timely manner, which could have amaterial adverse effect on our business, results of operations, financial condition and ability to make cash distributions to ourunitholders, or fail to realize all of the expected benefits of the acquisitions, which could negatively impact our future results ofoperations.Integration of future gathering system acquisitions could be a complex, time-consuming and costly process, particularly if the acquired assetssignificantly increase our size and/or (i) diversify the geographic areas in which we operate or (ii) the service offerings that we provide.The failure to successfully integrate the acquired assets with our existing business in a timely manner may have a material adverse effect on ourbusiness, results of operations, financial condition and ability to make cash distributions to our unitholders. If any of the risks described above orin the immediately preceding risk factor or unanticipated liabilities or costs were to materialize with respect to future acquisitions or if the acquiredassets were to perform at levels below the forecasts we used to evaluate them, then the anticipated benefits from the acquisition may not be fullyrealized, if at all, and our future results of operations and ability to make cash distributions to unitholders could be negatively impacted.Our construction of new assets may not result in revenue increases and will be subject to regulatory, environmental, political, legal andeconomic risks, which could materially adversely affect our results of operations and financial condition.One of the ways we intend to grow our business is through organic growth projects. The construction of additions or modifications to our existingsystems and the construction of new midstream assets involve numerous regulatory, environmental, political, legal and economic uncertaintiesthat are beyond our control.Such expansion projects may also require the expenditure of significant amounts of capital, and financing, traditional or otherwise, may not beavailable on economically acceptable terms or at all. If we undertake these projects, our revenue may not increase immediately upon theexpenditure of funds for a particular project and they may not be completed on schedule, at the budgeted cost, or at all.Moreover, we could construct facilities to capture anticipated future production growth in a region where such growth does not materialize or onlymaterializes over a period materially longer than expected. To the extent we rely on estimates of future production in our decision to constructadditions to our systems, such estimates may prove to be inaccurate due to the numerous uncertainties inherent in estimating quantities of futureproduction. As a result, new facilities may not attract enough throughput to achieve our expected investment return, which could materiallyadversely affect our results of operations and financial condition.23Table of ContentsIn addition, the construction of additions or modifications to our existing gathering, treating and processing assets and the construction of newmidstream assets may require us to obtain new rights-of-way or federal and state environmental or other authorizations. The approval process forgathering, treating and processing activities has become increasingly challenging, due in part to state and local concerns related to unregulatedexploration and production and gathering, treating and processing activities in new production areas. Such authorization may not be granted or, ifgranted, such authorization may include burdensome or expensive conditions. As a result, we may be unable to obtain such rights-of-way or otherauthorizations and may, therefore, be unable to connect new volumes to our systems or capitalize on other attractive expansion opportunities.Additionally, it may become more expensive for us to obtain new rights-of-way or authorizations or to renew existing rights-of-way orauthorizations. If the cost of renewing or obtaining new rights-of-way or authorizations increases materially, our cash flows could be materiallyadversely affected.We require access to significant amounts of additional capital to implement our growth strategy, as well as to meet potential futurecapital requirements under certain of our gathering and processing agreements. Limited access and/or availability of the debt and equitycapital markets could impair our ability to grow or cause us to be unable to meet future capital requirements.To expand our asset base, whether through acquisitions or organic growth, we will need to make expansion capital expenditures. We alsofrequently consider and enter into discussions with third parties regarding potential acquisitions. In addition, the terms of certain of our gatheringand processing agreements also require us to spend significant amounts of capital, over a short period of time, to construct and develop additionalmidstream assets to support our customers' development projects. Depending on our customers' future development plans, it is possible that thecapital we would be required to spend to construct and develop such assets could exceed our ability to finance those expenditures using our cashreserves or available capacity under our Revolving Credit Facility.We plan to use cash from operations, incur borrowings and/or sell additional common units or other securities to fund our future expansion capitalexpenditures. Using cash from operations to fund expansion capital expenditures will directly reduce our cash available for distribution tounitholders. Our ability to obtain financing or to access the capital markets for future debt or equity offerings may be limited by (i) our financialcondition at the time of any such financing or offering, (ii) covenants in our debt agreements, (iii) general economic conditions and contingencies,(iv) the impact of any secondary offering of common units by Summit Investments or the Sponsor and (v) uncertainties that are beyond ourcontrol. Furthermore, we do not have a contractual commitment from our Sponsor or Summit Investments to provide any direct or indirect financialassistance to us. As such, if we are unable to raise expansion capital, we may lose the opportunity to make acquisitions or to gather, treat andprocess new production volumes from our customers with whom we have agreed to construct and develop midstream assets in the future. Even ifwe are successful in obtaining funds for expansion capital expenditures through equity or debt financings, the terms thereof could limit our abilityto pay distributions to our common unitholders. In addition, incurring additional debt may significantly increase our interest expense and financialleverage, and issuing additional units representing limited partner interests may result in significant common unitholder dilution and increase theaggregate amount of cash required to maintain the then-current distribution rate, which could materially decrease our ability to pay distributions atthe then-current distribution rate.Because our common units are yield-oriented securities, increases in interest rates could materially adversely impact our unit price, ourability to issue equity or incur debt for acquisitions or other purposes and our ability to make cash distributions to our unitholders.Interest rates are generally near historic lows and may increase in the future. As a result, interest rates on our future credit facilities and debtofferings could be higher than current levels, causing our financing costs to increase. As with other yield-oriented securities, our unit price isimpacted by the level of our cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rankyield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect theyield requirements of investors who invest in our common units, and a rising interest rate environment could have a material adverse impact on ourunit price, our ability to issue equity or incur debt for acquisitions or other purposes and our ability to make cash distributions at our intendedlevels.Debt we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities.At December 31, 2016, we had $1.25 billion of indebtedness outstanding and the unused portion of our $1.25 billion Revolving Credit Facilitytotaled $602.0 million. Our future level of debt could have significant consequences, including among other things:24Table of Contents•limiting our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposesand/or obtaining such financing on favorable terms;•reducing our funds available for operations, future business opportunities and cash distributions to unitholders by that portion of our cashflow required to make interest payments on our debt;•increasing our vulnerability to competitive pressures or a downturn in our business or the economy generally; and•limiting our flexibility in responding to changing business and economic conditions.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 resultsare not sufficient to service any future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying ourbusiness activities, acquisitions, investments or capital expenditures, selling assets or seeking additional equity capital. We may not be able toeffect any of these actions on satisfactory terms or at all.Restrictions in our Revolving Credit Facility and Senior Notes indentures could materially adversely affect our business, financialcondition, results of operations, ability to make cash distributions to unitholders and value of our common units.We are dependent upon the earnings and cash flows generated by our operations to meet our debt service obligations and to make cashdistributions to our unitholders. The operating and financial restrictions and covenants in our Revolving Credit Facility, our Senior Notes indenturesand any future financing agreements could restrict our ability to finance future operations or capital needs or to expand or pursue our businessactivities, which may, in turn, limit our ability to make cash distributions to our unitholders. For example, our Revolving Credit Facility andindentures restrict our ability to, among other things:•incur or guarantee certain additional debt;•make certain cash distributions on or redeem or repurchase certain units;•make certain investments and acquisitions;•make certain capital expenditures;•incur certain liens or permit them to exist;•enter into certain types of transactions with affiliates;•merge or consolidate with another company or otherwise engage in a change of control transaction; and•transfer, sell or otherwise dispose of certain assets.Our Revolving Credit Facility and Senior Notes indentures also contain covenants requiring us to maintain certain financial ratios and meet certaintests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot guarantee that we will meetthose ratios and tests.The provisions of our Revolving Credit Facility and Senior Notes indentures may affect our ability to obtain future financing and pursue attractivebusiness opportunities as well as affect our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure tocomply with the provisions of Revolving Credit Facility or Senior Notes indentures could result in a default or an event of default that could enableour lenders or senior noteholders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately dueand payable. If we were unable to repay the accelerated amounts, the lenders under our Revolving Credit Facility could proceed against thecollateral granted to them to secure such debt. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full,and our unitholders could experience a partial or total loss of their investment. The Revolving Credit Facility also has cross default provisions thatapply to any other indebtedness we may have and the indentures have cross default provisions that apply to certain other indebtedness.A portion of our revenues are directly exposed to changes in crude oil, natural gas and NGL prices, and our exposure may increase inthe future.During the year ended December 31, 2016, we derived 9% of our revenues from (i) the sale of processed natural gas and NGLs pursuant to ourpercent-of-proceeds contracts with certain of our customers on the Bison Midstream and Grand River systems, (ii) the sale of physical natural gasthat we retain from certain of our DFW Midstream customers to offset a portion of our power expense associated with our electric-drivecompression and (iii) the sale25Table of Contentsof condensate volumes that we retain at Grand River. Consequently, our existing operations and cash flows have limited direct exposure tocommodity price risk. Although we will seek to limit our commodity price exposure with new customers in the future, our efforts to obtain fee-basedcontractual terms may not be successful or the local market for our services may not support fee-based gathering and processing agreements. Forexample, we have percent-of-proceeds contracts with certain natural gas producer customers and we may, in the future, enter into additionalpercent-of-proceeds contracts with these customers or other customers or enter into keep-whole arrangements, which would increase our exposureto commodity price risk, as the revenues generated from those contracts directly correlate with the fluctuating price of the underlying commodities.Furthermore, we may acquire or develop additional midstream assets in the future that have a greater exposure to fluctuations in commodity pricerisk than our current operations. Future exposure to the volatility of natural gas and crude oil prices could have a material adverse effect on ourbusiness, results of operations and financial condition. For example, for a small portion of the natural gas gathered on our systems, we purchasenatural gas from producers prior to delivering the natural gas to pipelines where we typically resell the natural gas under arrangements includingsales at index prices. Generally, the gross margins we realize under these arrangements decrease in periods of low natural gas prices. If weexpand the implementation of such natural gas purchase and sale arrangements within our business, such fluctuations could materially affect ourbusiness.A change in laws and regulations applicable to our assets or services, or the interpretation or implementation of existing laws andregulations may cause our revenues to decline or our operation and maintenance expenses to increase.Various aspects of our operations are subject to regulation by the various federal, state and local departments and agencies that have jurisdictionover participants in the energy industry. The regulation of our activities and the natural gas and crude oil industries frequently change as they arereviewed by legislators and regulators. In 2014, the North Dakota Industrial Commission began to oversee the integrity and location of undergroundgathering pipelines that are not monitored by other state or federal agencies and recently adopted additional rule changes that result in additionalconstruction and monitoring requirements for all pipelines, including, but not limited to, those that transport produced water, and has recentlyadopted reclamation bonding requirements for certain underground gathering pipelines. In 2015, the DOT, through PHMSA, proposed changes toits pipeline safety regulations that would extend pipeline safety regulation to previously unregulated gathering systems and increase safetyrequirements for other pipelines as well. Penalties for violating federal safety standards have recently increased. In addition, the adoption ofproposals for more stringent legislation, regulation or taxation of drilling activity could directly curtail such activity or increase the cost of drilling,resulting in reduced levels of drilling activity and therefore reduced demand for our services. Regulatory agencies establish and, from time to time,change priorities, which may result in additional burdens on us, such as additional reporting requirements and more frequent audits of operations.Our operations and the markets in which we participate are affected by these laws, regulations and interpretations and may be affected bychanges to them or their implementation, which may cause us to realize materially lower revenues or incur materially increased operation andmaintenance costs or both.Increased regulation of hydraulic fracturing could result in reductions or delays in customer production, which could materiallyadversely impact our revenues.Hydraulic fracturing is an important and increasingly common practice that is used to stimulate production of natural gas and/or crude oil fromdense subsurface rock formations, and is primarily regulated by state agencies. However, Congress has in the past, and may in the futureconsider legislation to regulate hydraulic fracturing by federal agencies. Many states have already adopted laws and/or regulations that requiredisclosure of the chemicals used in hydraulic fracturing, and are considering legal requirements that could impose more stringent permitting,disclosure and well construction requirements on crude oil and/or natural gas drilling activities. EPA regulations require, among other matters,green completions of hydraulically-fractured wells. The requirement to conduct green completions, and the corresponding notification and reportingrequirements, went into effect in 2015. Revisions to the green completion regulations were finalized in June 2016 and include additionalrequirements to reduce methane and VOCs. If new or more stringent federal, state or local legal restrictions relating to such drilling activities or tothe hydraulic fracturing process are adopted, this could result in a reduction in the supply of natural gas and/or crude oil, which could adverselyaffect our results of operations and financial condition.We are subject to FERC jurisdiction, federal anti-market manipulation laws and regulations, potentially other federal regulatoryrequirements and state and local regulation, and could be materially affected by changes in such laws and regulations, or in the waythey are interpreted and enforced.We believe that our natural gas pipeline facilities qualify as gathering facilities that are exempt from the jurisdiction of FERC under the NGA andthe NGPA. Interstate movements of crude oil on Polar Midstream’s Little Muddy26Table of ContentsPipeline in North Dakota are subject to FERC jurisdiction under the ICA. We are also generally subject to the anti-market manipulation provisionsin the NGA, as amended by the Energy Policy Act of 2005, and to FERC's regulations thereunder, which authorize FERC to impose fines of up to$1,000,000 per day per violation of the NGA or its implementing regulations. In addition, the FTC holds statutory authority under the EnergyIndependence and Security Act of 2007 to prevent market manipulation in oil markets, and has adopted broad rules and regulations prohibitingfraud and market manipulation. The FTC is also authorized to seek fines of up to $1,000,000 per violation. The CFTC is directed under the CEA, toprevent price manipulation in the commodity, futures and swaps markets, including the energy markets. Pursuant to the Dodd-Frank Act, and otherauthority, the CFTC has adopted additional anti-market manipulation regulations that prohibit fraud and price manipulation in the commodity,futures and swaps markets. The CFTC also has statutory authority to seek civil penalties of up to the greater of $1,000,000 per violation or triplethe monetary gain to the violator for each violation of the anti-market manipulation provisions of the CEA.The distinction between federally unregulated natural gas and crude oil pipelines and FERC-regulated natural gas and crude oil pipelines has beenthe subject of extensive litigation and is determined by FERC on a case-by-case basis. FERC has made no determinations as to the status of ourfacilities. Consequently, the classification and regulation of some of our pipelines could change based on future determinations by FERC,Congress or the courts. If our natural gas gathering operations or crude oil operations beyond the Little Muddy pipeline become subject to FERCjurisdiction under the NGA, the NGPA or the ICA, the result may materially adversely affect the rates we are able to charge and the services wecurrently provide, and may include the potential for a termination of our gathering agreements with our customers. In addition, if any of our facilitieswere found to have provided services or otherwise operated in violation of the NGA, the NGPA or the ICA, this could result in the imposition of civilpenalties, as well as a requirement to disgorge charges collected for such services in excess of the rate established by FERC.We are subject to state and local regulation regarding the construction and operation of our gathering, treating and processing systems, as well asstate ratable take statutes and regulations. Regulation of the construction and operation of our facilities may affect our ability to expand ourfacilities or build new facilities and such regulation may cause us to incur additional operating costs or limit the quantities of natural gas and crudeoil we may gather, treat and process. Ratable take statutes and regulations generally require gatherers to take natural gas and crude oil productionthat may be tendered for gathering without undue discrimination. These requirements restrict our right to decide whose production we gather, treatand process. Many states have adopted complaint-based regulation of gathering, treating and processing activities, which allows producers andshippers to file complaints with state regulators in an effort to resolve access issues, rate grievances and other matters. Other state and municipalregulations do not directly apply to our business, but may nonetheless affect the availability of natural gas and crude oil for gathering, treating andprocessing, including state regulation of production rates, maximum daily production allowable from wells, and other activities related to drilling andoperating wells. While our facilities currently are subject to limited state and local regulation, there is a risk that state or local laws will be changedor reinterpreted, which may materially affect our operations, operating costs and revenues.We are subject to stringent environmental laws and regulations that may expose us to significant costs and liabilities.Our gathering, treating and processing operations are subject to stringent and complex federal, state and local environmental laws and regulations,including laws and regulations regarding the discharge of materials into the environment or otherwise relating to environmental protection, including,for example, the CAA, CERCLA, the CWA, the OPA, the RCRA, the Endangered Species Act and the Toxic Substances Control Act.These laws and regulations may impose numerous obligations that are applicable to our operations, including the acquisition of permits to conductregulated activities, the incurrence of capital or operating expenditures to limit or prevent releases of materials from our pipelines and facilities, andthe imposition of substantial liabilities and remedial obligations for pollution resulting from our operations or at locations currently or previouslyowned or operated by us. For additional information on specific laws and regulations, see the "Environmental Matters—Air Emissions" section ofItem 1. Business. Numerous governmental authorities, such as the EPA and analogous state agencies, have the power to enforce compliancewith these laws and regulations and the permits issued under them, oftentimes requiring difficult and costly corrective actions or costly pollutioncontrol measures. Failure to comply with these laws, regulations and requisite permits may result in the assessment of significant administrative,civil and criminal penalties, the imposition of remedial obligations and the issuance of injunctions limiting or preventing some or all of ouroperations. In addition, we may experience a delay in obtaining or be unable to obtain required permits or regulatory authorizations, which maycause us to lose potential and current customers, interrupt our operations and limit our growth and revenue.27Table of ContentsThere is a risk that we may incur significant environmental costs and liabilities in connection with our operations due to historical industryoperations and waste disposal practices, our handling of hydrocarbons and other wastes and potential emissions and discharges related to ouroperations. Joint and several, strict liability may be incurred, without regard to fault, under certain of these environmental laws and regulations inconnection with discharges or releases of hydrocarbon wastes on, under or from our properties and facilities, many of which have been used formidstream activities for a number of years, oftentimes by third parties not under our control. Private parties, including the owners of the propertiesthrough which our gathering systems pass, and on which certain of our facilities are located, may also have the right to pursue legal actions toenforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or propertydamage. For example, an accidental release from one of our pipelines could subject us to substantial liabilities arising from environmental cleanupand restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage and fines orpenalties for related violations of environmental laws or regulations. In addition, changes in environmental laws occur frequently, and any suchchanges that result in additional permitting obligations or more stringent and costly waste handling, storage, transport, disposal or remediationrequirements could have a material adverse effect on our operations or financial position. We may not be able to recover all or any of these costsfrom insurance.We may incur greater than anticipated costs and liabilities as a result of pipeline safety requirements.The DOT, through PHMSA, has adopted and enforces safety standards and procedures applicable to our pipelines. In addition, many states,including the states in which we operate, have adopted regulations that are identical to or more restrictive than existing DOT regulations forintrastate pipelines. Among the regulations applicable to us, PHMSA requires pipeline operators to develop integrity management programs forcertain pipelines located in high consequence areas, which include high population areas such as the Dallas-Fort Worth greater metropolitan areawhere our DFW Midstream system is located. While the majority of our pipelines meet the DOT definition of gathering lines and are thus currentlyexempt from PHMSA's integrity management requirements, we also operate a limited number of pipelines that are subject to the integritymanagement requirements. 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;•adopt and maintain procedures, standards and training programs for control room operations; and•implement preventive and mitigating actions.For additional information on PHMSA regulations relating to pipeline safety, see the "Regulation of the Natural Gas and Crude Oil Industries—Safety and Maintenance" section of Item 1. Business.PHMSA has also issued an Advisory Bulletin which, among other things, advises pipeline operators that if they are relying on design, construction,inspection, testing or other data to determine the pressures at which their pipelines should operate, the records of that data must be traceable,verifiable and complete. Locating such records and, in the absence of any such records, verifying maximum pressures through physical testing ormodifying or replacing facilities to meet the demands of such pressures, could significantly increase our costs. Additionally, failure to locate suchrecords or verify maximum pressures could result in reductions of allowable operating pressures, which would reduce available capacity of ourpipelines. While we believe that we are in compliance with existing safety laws and regulations, increased penalties for safety violations andpotential regulatory changes could have a material adverse effect on our operations, operating and maintenance expenses and revenues.Climate change legislation, regulatory initiatives and litigation could result in increased operating costs and reduced demand for theservices we provide.In recent years, the U.S. Congress has considered legislation to restrict or regulate emissions of GHGs, such as carbon dioxide and methane thatmay be contributing to global warming. It presently appears unlikely that comprehensive climate legislation will be passed by either house ofCongress in the near future, although energy legislation and other initiatives are expected to be proposed that may be relevant to GHG emissionsissues. For example, the final revisions to the NSPS found in 40 CFR 60 subpart OOOO (now OOOOa) which now include GHG emissionreduction requirements.28Table of ContentsIn addition, almost half of the states, either individually or through multi-state regional initiatives, have begun to address GHG emissions, primarilythrough the planned development of emission inventories or regional GHG cap and trade programs. Most of these cap and trade programs work byrequiring either major sources of emissions, such as electric power plants, or major producers of fuels, such as refineries and gas processingplants, to acquire and surrender emission allowances. In general, the number of allowances available for purchase is reduced each year until theoverall GHG emission reduction goal is achieved. Depending on the scope of a particular program, we could be required to purchase and surrenderallowances for GHG emissions resulting from our operations (e.g., at compressor stations). Although most of the state-level initiatives have todate been focused on large sources of GHG emissions, such as electric power plants, it is possible that certain components of our operations,such as our gas-fired compressors, could become subject to state-level GHG-related regulation.Independent of Congress, the EPA has begun to adopt regulations under its existing CAA authority. In 2009, the EPA published its findings thatemissions of GHGs present an endangerment to public health and the environment because emissions of such gases are contributing to warmingof the earth's atmosphere and other climatic changes. Based on these findings, the EPA adopted regulations that, among other things, establishPSD construction and Title V operating permit reviews for certain large stationary sources of GHG emissions. For additional information on EPAregulations adopted under the CAA, see the "Environmental Matters—Climate Change" section of Item 1. Business. Further, in December 2015,over 190 countries, including the United States, reached an agreement to reduce global GHG emissions. The agreement entered into force inNovember 2016 after over 70 countries, including the United States, ratified or otherwise consented to be bound by the agreement. If and to theextent the United States implements this agreement, it could have a material adverse effect on our business and that of our customers.Although it is not possible at this time to accurately estimate how potential future laws or regulations addressing GHG emissions would impact ourbusiness, either directly or indirectly, any future federal or state laws or implementing regulations that may be adopted to address GHG emissionscould require us to incur increased operating costs and could materially adversely affect demand for our services. The potential increase in thecosts of our operations resulting from any legislation or regulation to restrict emissions of GHG could include new or increased costs to operateand maintain our facilities, install new emission controls on our facilities, acquire allowances to authorize our GHG emissions, pay any taxesrelated to our GHG emissions and administer and manage a GHG emissions program. While we may be able to include some or all of suchincreased costs in the rates we charge, such recovery of costs is uncertain. Moreover, incentives to conserve energy or use alternative energysources could reduce demand for our services. We cannot predict with any certainty at this time how these possibilities may affect our operations.The implementation of statutory and regulatory requirements for swap transactions could have an adverse impact on our ability to hedgerisks associated with our business and increase the working capital requirements to conduct these activities.Congress adopted comprehensive financial reform legislation under the Dodd-Frank Act that establishes federal oversight and regulation of theover-the-counter derivatives market and entities, such as us, that participate in that market. This legislation requires the CFTC and the SEC andother regulatory authorities to promulgate certain rules and regulations, including rules and regulations relating to the regulation of certain swapsmarket participants, such as swap dealers, the clearing of certain swaps through central counterparties, the execution of certain swaps ondesignated contract markets or swap execution facilities, mandatory margin requirements for uncleared swaps, and the reporting andrecordkeeping of swaps. While most of the regulations have been promulgated and are already in effect, the rulemaking and implementationprocess is still ongoing. Moreover, CFTC continues to refine its initial rulemakings under the Dodd-Frank Act. As a result, we cannot yet predictthe ultimate effect of the rules and regulations on our business and while most of the regulations have been adopted, any new regulations ormodifications to existing regulations could increase the cost of derivative contracts, limit the availability of derivatives to protect against risks thatwe encounter, reduce our ability to monetize or restructure our existing derivative contracts and increase our exposure to less creditworthycounterparties.The CFTC has proposed federal position limits on certain core futures and equivalent swaps contracts in the major energy and other markets, withexceptions for certain bona fide hedging transactions provided that various conditions are satisfied. If finalized, the position limits rule and itscompanion rule on aggregation among entities under common ownership or control may have an impact on our ability to hedge our exposure tocertain enumerated commodities.In 2013, the CFTC implemented final rules regarding mandatory clearing of certain classes of interest rate swaps and certain classes of indexcredit default swaps. Mandatory trading on designated contract markets or swap execution facilities of certain interest rate swaps and index creditdefault swaps also began in 2014. At this time,29Table of Contentsthe CFTC has not proposed any rules designating other classes of swaps, including physical commodity swaps, for mandatory clearing. The CFTCand prudential banking regulators also recently adopted mandatory margin requirements on uncleared swaps between swap dealers and certainother counterparties. Although we may qualify for a commercial end-user exception from the mandatory clearing, trade execution and unclearedswaps margin requirements, mandatory clearing and trade execution requirements and uncleared swaps margin requirements applicable to othermarket participants, such as swap dealers, may affect the cost and availability of the swaps that we use for hedging.Under the Dodd-Frank Act, the CFTC is also directed generally to prevent price manipulation and fraud in the following two markets: (a) physicalcommodities traded in interstate commerce, including physical energy and other commodities, as well as (b) financial instruments, such asfutures, options and swaps. Pursuant to the Dodd-Frank Act, the CFTC has adopted additional anti-market manipulation, anti-fraud and disruptivetrading practices regulations that prohibit, among other things, fraud and price manipulation in the physical commodities, futures, options andswaps markets. Should we violate these laws and regulations, we could be subject to CFTC enforcement action and material penalties, andsanctions.We currently enter into forward contracts with third parties to buy power and sell natural gas in an attempt to mitigate our exposure to fluctuationsin the price of natural gas with respect to those volumes. The CFTC has finalized an interpretation clarifying whether certain forwards withvolumetric optionality are regulated as forwards or qualify as options on commodities and therefore swaps. This interpretation may have an impacton our ability to enter into certain forwards or may impose additional requirements with respect to certain transactions.In addition to the Dodd-Frank Act, the European Union and other foreign regulators have adopted and are implementing local reforms generallycomparable with the reforms under the Dodd-Frank Act. Implementation and enforcement of these regulatory provisions may reduce our ability tohedge our market risks with non-U.S. counterparties and may make any transactions involving cross-border swaps more expensive andburdensome. Additionally, the lack of regulatory equivalency across jurisdictions may increase compliance costs and make it more costly tosatisfy regulatory obligations.We do not own all of the land on which our pipelines and facilities are located, which could result in disruptions to 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 or if such rights-of-way lapse or terminateor if our pipelines are not properly located within the boundaries of such rights-of-way. We obtain the rights to construct and operate our pipelineson land owned by third parties and governmental agencies for a specific period of time. If we were to be unsuccessful in renegotiating rights-of-way, we might have to relocate our facilities. Our loss of these rights, through our inability to renew right-of-way contracts or otherwise, could havea material adverse effect on our business, results of operations, financial condition and ability to make cash distributions to our unitholders.Terrorist attacks and threats, escalation of military activity in response to these attacks or acts of war could have a material adverse effecton our business, financial condition or results of operations.Terrorist attacks and threats, escalation of military activity or acts of war may have significant effects on general economic conditions,fluctuations in consumer confidence and spending and market liquidity, each of which could materially and adversely affect our business. Futureterrorist attacks, rumors or threats of war, actual conflicts involving the United States or its allies, or military or trade disruptions may significantlyaffect our operations and those of our customers. Strategic targets, such as energy-related assets, may be at greater risk of future attacks thanother targets in the United States. Disruption or significant increases in energy prices could result in government-imposed price controls. It ispossible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition andresults of operations.Civil protests and resulting regulatory uncertainty may prevent or delay construction and the realization of revenues associated withpipeline projects.Civil protests regarding environmental and social issues, including construction of infrastructure associated with fossil fuels, may prevent or delaythe construction of such infrastructure and realization of associated revenues. For example, we have planned to construct and made certaincapital investments in a crude oil pipeline that is planned to connect to Energy Transfer Partners' Dakota Access pipeline project ("DAPL"), beingdeveloped by Dakota Access, LLC. Delays associated with construction of DAPL have delayed the construction of our pipeline, and mayadversely affect our business as it relates to anticipated revenues associated with transportation of crude oil from our pipeline systems to DAPL.Delays associated with the construction of DAPL include civil protests by individuals30Table of Contentsaffiliated with, or sympathetic to, the Standing Rock Sioux Native American tribe and associated legal proceedings and uncertainty surrounding thestatus of Dakota Access, LLC's U.S. Army Corp. of Engineers (the "USACE") permits and easements required for crossings of the Missouri Riverin North Dakota. In December 2016, the USACE rejected Dakota Access, LLC's request for an easement crossing land owned by the USACEadjacent to Lake Oahe. The USACE announced in January 2017 that it would prepare an environmental impact statement to evaluate theeasement request. These actions are currently under review by the Trump Administration. However, the development of an environmental impactstatement could delay or ultimately prevent approval of the easement, which could further delay construction of DAPL.Additional protests or legal actions may arise in connection with DAPL or other projects that could delay construction of our gathering pipelinesthat connect to those projects and, in turn, receipt of revenues associated with our projects.Our operations depend on the use of information technology ("IT") systems that could be the target of a cyber-attack.Our operations depend on the use of sophisticated IT systems. Our IT systems and networks, as well as those of our customers, vendors andcounterparties, may become the target of cyber-attacks or information security breaches, which in turn could result in the unauthorized release andmisuse of confidential or proprietary information as well as disrupt our operations or damage our facilities or those of third parties, which couldhave a material adverse effect on our revenues and increase our operating and capital costs, which could reduce the amount of cash otherwiseavailable for distribution. We may be required to incur additional costs to modify or enhance our IT systems or to prevent or remediate any suchattacks.Our ability to operate our business effectively could be impaired if we fail to attract and retain key management personnel.Our ability to operate our business and implement our strategies depends on our continued ability to attract and retain highly skilled managementpersonnel with midstream energy industry experience and competition for these persons in the midstream energy industry is intense. Given oursize, we may be at a disadvantage, relative to our larger competitors, in the competition for these personnel. We may not be able to continue toemploy our senior executives and key personnel or attract and retain qualified personnel in the future, and our failure to retain or attract our seniorexecutives and key personnel could have a material adverse effect on our ability to effectively operate our business.A shortage of skilled labor in the midstream energy industry could reduce employee productivity and increase costs, which could have amaterial adverse effect on our business and results of operations.The operation of gathering, treating and processing systems requires skilled laborers in multiple disciplines such as equipment operators,mechanics and engineers, among others. We have from time to time encountered shortages for these types of skilled labor. If we experienceshortages of skilled labor in the future, our labor and overall productivity or costs could be materially adversely affected. If our labor pricesincrease or if we experience materially increased health and benefit costs with respect to our General Partner's employees, our business andresults of operations and our ability to make cash distributions to our unitholders could be materially adversely affected.Risks Inherent in an Investment in UsSummit Investments indirectly owns and controls our General Partner, which has sole responsibility for conducting our business andmanaging our operations and limited duties to us and our unitholders. Our General Partner and its affiliates have conflicts of interestwith us and they may favor their own interests to the detriment of us and our unitholders.Summit Investments controls our General Partner and has authority to appoint all of the officers and directors of our General Partner, some ofwhom will also be officers, directors or principals of Energy Capital Partners, the entity that controls Summit Investments. Although our GeneralPartner has a duty to manage us in a manner that is in our best interests, the directors and officers of our General Partner also have a duty tomanage our General Partner in a manner that is in the best interests of its owner. Conflicts of interest will arise between Summit Investments andits owners and our General Partner, on the one hand, and us and our unitholders, on the other hand. In resolving these conflicts of interest, ourGeneral Partner may favor its own interests and the interests of Summit Investments and its owners over our interests and the interests of ourunitholders. These conflicts include the following situations, among others:31Table of Contents•Neither our Partnership Agreement nor any other agreement requires Summit Investments or its owners to pursue a business strategy thatfavors us, and the directors and officers of Summit Investments have a fiduciary duty to make these decisions in the best interests of theowners of Summit Investments, which may be contrary to our interests. Summit Investments may choose to shift the focus of theirinvestment and growth to areas not served by our assets.•Summit Investments is not limited in its ability to compete with us and in the future may offer business opportunities or sell midstreamassets to third parties without 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 Summit Investments and its owners, inresolving conflicts of interest.•Our Partnership Agreement replaces the fiduciary duties that would otherwise be owed by our General Partner to us and our unitholderswith contractual standards governing its duties to us and our unitholders. These contractual standards limit our General Partner's liabilitiesand the rights of our unitholders with respect to actions that, without the limitations, might constitute breaches of fiduciary duty.•Except in limited circumstances, our General Partner has the power and authority to conduct our business without unitholder approval.•Our General Partner determines the amount and timing of asset purchases and sales, borrowings, issuance of additional partnershipinterests and the creation, reduction or increase of reserves, each of which can affect the amount of cash that is distributed to ourunitholders.•Our General Partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as amaintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operatingsurplus. This determination can affect the amount of cash that is distributed to our unitholders and to our General Partner.•Our General Partner determines which costs incurred by it are reimbursable by us.•Our General Partner may cause us to borrow funds to permit the payment of cash distributions, even if the purpose or effect of theborrowing is to make incentive distribution payments.•Our Partnership Agreement permits us to classify up to $50.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions onour common units or to our General Partner in respect of the general partner interest or the IDRs.•Our Partnership Agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to usor entering 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 the common units not owned by it and its affiliates if they own morethan 80% of the common units.•Our General Partner controls the enforcement of the obligations that it and its affiliates owe to us.•Our General Partner decides whether to retain separate counsel, accountants or others to perform services for us.•Our General Partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levelsrelated to our General Partner's IDRs without the approval of the Conflicts Committee or our unitholders. This election may result in lowerdistributions to our other unitholders in certain situations.Our general partner interest or the control of our General Partner may be transferred to a third party without unitholder consent.If Energy Capital Partners, the private equity firm that controls Summit Investments, consummates a transaction involving a sale or otherdisposition of its interests in Summit Investments, the transaction would result in a change of control of SMLP because Summit Investmentsindirectly owns and controls our General Partner. In addition, our General Partner may transfer its general partner interest to a third party in amerger or in a sale of all or substantially all of its assets without the consent of the unitholders. Furthermore, our Partnership Agreement does notrestrict the ability of Summit Investments to transfer all or a portion of its ownership interest in our General32Table of ContentsPartner to a third party. The owner of Summit Investments, or new members of our General Partner, as applicable, would then be in a position toreplace the Board of Directors and officers of our General Partner with their own designees and thereby exert significant control over the decisionsmade by the Board of Directors and officers. This effectively permits a change of control without the vote or consent of the unitholders.Our General Partner's IDRs may be transferred to a third party without unitholder consent.Our General Partner may transfer the IDRs it owns to a third party at any time without the consent of our unitholders. If our General Partnertransfers the IDRs to a third party but retains its general partner interest, our General Partner may not have the same incentive to grow ourbusiness and increase quarterly distributions to unitholders over time as it would if it had retained ownership of the IDRs.Our Sponsor is not limited in its ability to compete with us and is not obligated to offer us the opportunity to acquire additional assetsor businesses, which could limit our ability to grow and could materially adversely affect our results of operations and cash available fordistribution to our unitholders.Our Sponsor has significantly greater resources than us and has experience making investments in midstream energy businesses. Although itcontrols Summit Investments, our Sponsor may compete with us for investment opportunities and may own interests in entities that compete withus. Our Sponsor is not prohibited from owning assets or engaging in businesses that compete directly or indirectly with us. In addition, ourSponsor and Summit Investments may acquire, construct or dispose of additional midstream or other assets and may be presented with newbusiness opportunities, without any obligation to offer us the opportunity to purchase or construct such assets or to engage in such businessopportunities.Pursuant to the terms of our Partnership Agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to ourGeneral Partner, its officers and directors or any of its affiliates, including Summit Investments and our Sponsor and its respective executiveofficers, directors and principals. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matterthat may be an opportunity for us will not have any duty to communicate or offer such opportunity to us. Any such person or entity will not be liableto us or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such person or entity pursues or acquiressuch opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity or information to us. Thismay create actual and potential conflicts of interest between us and affiliates of our General Partner and result in less than favorable treatment ofus and our unitholders.The amount of cash we have available for distribution to holders of our common units depends primarily on our cash flows rather thanon our profitability, which may prevent 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 flows and not solely on profitability, which will be affectedby non-cash items. As a result, we may make cash distributions during periods when we report net losses for GAAP purposes and may not makecash distributions during periods when we report net income for GAAP purposes.The market price of our common units may fluctuate significantly and, due to limited daily trading volumes, an investor could lose all orpart of its investment in us.Of the 72,111,121 common units outstanding at December 31, 2016, Summit Investments beneficially owned 29,854,581 common units. Inconnection with the Purchase Program, a subsidiary of Energy Capital Partners had acquired 5,915,827 common units as of December 31, 2016.An investor may not be able to resell its common units at or above its acquisition price. Additionally, limited liquidity may result in wide bid-askspreads, contribute to significant fluctuations in the market price of the common units and limit the number of investors who are able to buy thecommon units.The market price of our common units may decline and be influenced by many factors, some of which are beyond our control, including amongothers:•our quarterly distributions;•our quarterly or annual earnings or those of other companies in our industry;•the loss of a large customer;•announcements by our customers or others regarding our customers or changes in our customers’ credit ratings, liquidity position,leverage profile and/or other financial or credit-related metrics;33Table of Contents•announcements by our competitors of significant contracts or acquisitions;•changes in accounting standards, policies, guidance, interpretations or principles;•general economic and geopolitical conditions;•the failure of securities analysts to cover our common units or changes in financial estimates by analysts;•future sales of our common units, including those held by Summit Investments and its subsidiaries and Energy Capital Partners; and•other factors described in these Risk Factors.Our Sponsor has rights to require underwritten offerings that could limit our ability to raise capital in the public equity market.Our Sponsor and any other unitholders that have registration rights may require us to conduct underwritten offerings of our common units. If wewant to access the capital markets (debt and equity), those unitholders’ ability to sell a portion of their common units could satisfy investors’demand for our common units, reduce the market price for our common units, or interfere with our financing plans, and thereby could have amaterial adverse effect on our business, results of operations, financial condition and ability to make cash distributions to our unitholders.If we fail to develop or maintain an effective system of internal controls, we may not be able to report our financial results timely andaccurately or prevent fraud, which would likely have a negative impact on the market price of our common units.As a publicly traded partnership, we are subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended,including the rules thereunder that will require our management to certify financial and other information in our quarterly and annual reports andprovide an annual management report on the effectiveness of our internal control over financial reporting. Effective internal controls are necessaryfor us to provide reliable and timely financial reports, prevent fraud and to operate successfully as a publicly traded partnership. We prepare ourconsolidated financial statements in accordance with GAAP. Our efforts to develop and maintain our internal controls may not be successful andwe may be unable to maintain effective controls over our financial processes and reporting in the future or to comply with our obligations underSection 404 of the Sarbanes-Oxley Act of 2002.Given the difficulties inherent in the design and operation of internal controls over financial reporting, in addition to our limited accounting personneland management resources, we can provide no assurance as to our or our independent registered public accounting firm's future conclusionsabout the effectiveness of our internal controls, and we may incur significant costs in our efforts to comply with Section 404 of the Sarbanes-OxleyAct of 2002. Any failure to implement and maintain effective internal controls over financial reporting could subject us to regulatory scrutiny and aloss of confidence in our reported financial information, which could have an adverse effect on our business and would likely have a negativeeffect on the trading price of our common units.Our Partnership Agreement replaces our General Partner's fiduciary duties to unitholders with contractual standards governing itsduties.Our Partnership Agreement contains provisions that eliminate fiduciary duties to which our General Partner would otherwise be held by statefiduciary duty law and replaces those duties with several different contractual standards. For example, our Partnership Agreement permits ourGeneral Partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our General Partner or otherwise, free ofany duties to us and our unitholders, other than the implied contractual covenant of good faith and fair dealing. This entitles our General Partner toconsider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factorsaffecting, us, our affiliates or our limited partners. Examples of decisions that our General Partner may make in its individual capacity include,among others:•how to allocate corporate opportunities among us and its affiliates;•whether to exercise its limited call right;•whether to seek approval of the resolution of a conflict of interest by the Conflicts Committee;•how to exercise its voting rights with respect to the units it owns;•whether to exercise its registration rights;•whether to elect to reset target distribution levels;•whether to transfer the IDRs or any units it owns to a third party; and34Table of Contents•whether or not to consent to any merger or consolidation of the partnership or amendment to the Partnership Agreement.By purchasing a common unit, a common unitholder agrees to become bound by the provisions in the Partnership Agreement, including theprovisions discussed above.Our Partnership Agreement limits the liabilities of our General Partner and the rights of our unitholders with respect to actions taken byour General Partner that might otherwise constitute breaches of fiduciary duty.Our Partnership Agreement contains provisions that limit the liability of our General Partner and the rights of our unitholders with respect to actionstaken by our General Partner that might otherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, ourPartnership Agreement provides that:•whenever our General Partner makes a determination or takes, or declines to take, any other action in its capacity as our General Partner,our General Partner is required to make such determination, or take or decline to take such other action, in good faith, meaning that itsubjectively believed that the decision was in our best interests, and will not be subject to any other or different standard imposed by ourPartnership 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 assuch decisions are made in good faith;•our General Partner and its officers and directors will not be liable for monetary damages to us, our limited partners or their assigneesresulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdictiondetermining that our General Partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willfulmisconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and•our General Partner will not be in breach of its obligations under the Partnership Agreement or its duties to us or our unitholders if atransaction with an affiliate or the resolution of a conflict of interest is:i.approved by the Conflicts Committee, although our General Partner is not obligated to seek such approval;ii.approved by the vote of a majority of the outstanding common units, excluding any common units owned by our General Partnerand its affiliates;iii.on terms no less favorable to us than those generally being provided to or available from unrelated third parties; oriv.fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including othertransactions 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 takenwith respect to the affiliate transaction or conflict of interest satisfies either of the standards set forth in the final two subclauses above, then it willbe 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 limitedpartner or the partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.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 otherobligations that are nonrecourse to our General Partner. Our Partnership Agreement provides that any action taken by our General Partner to limitits liability is not a breach of our General Partner's fiduciary duties, even if we could have obtained more favorable terms without the limitation onliability. In addition, we are obligated to reimburse or indemnify our General Partner to the extent that it incurs obligations on our behalf. Any suchreimbursement or indemnification payments would reduce the amount of cash otherwise available for distribution to our unitholders.35Table of ContentsOur Partnership Agreement requires that we distribute all of our available cash, which could limit our ability to grow and makeacquisitions.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 aresult, to the extent 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, we may not grow as quickly as businesses that reinvest their available cashto 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.There are no limitations in our Partnership Agreement, our Revolving Credit Facility or Senior Notes indentures on our ability to issue additionalunits, including units ranking senior to the common units. The incurrence of additional commercial borrowings or other debt to finance our growthstrategy would result in increased interest expense, which, in turn, may impact the available cash that we have to distribute to our unitholders.While our Partnership Agreement requires us to distribute all of our available cash, our Partnership Agreement, including provisionsrequiring us to make cash distributions contained therein, may be amended.While our Partnership Agreement requires us to distribute all of our available cash, our Partnership Agreement, including provisions requiring us tomake cash distributions contained therein, may be amended. Our Partnership Agreement can be amended with the consent of our General Partnerand the approval of a majority of the outstanding common units (including common units held by affiliates of our General Partner). As ofDecember 31, 2016, Summit Investments beneficially owned 29,854,581 common units out of 72,111,121 outstanding common units. Additionally,in connection with the Purchase Program, a subsidiary of Energy Capital Partners had acquired 5,915,827 common units as of December 31,2016.Reimbursements due to our General Partner and its affiliates for expenses incurred on our behalf will reduce cash available fordistribution to our common unitholders. The amount and timing of such reimbursements will be determined by our General Partner.Prior to making any distribution on our common units, we will reimburse our General Partner and its affiliates, including Summit Investments, forexpenses they incur and payments they make on our behalf. Under our Partnership Agreement, we will reimburse our General Partner and itsaffiliates for certain expenses incurred on our behalf, including, without limitation, salary, bonus, incentive compensation and other amounts paid toour General Partner's employees and executive officers who provide services necessary to run our business. Our Partnership Agreement providesthat our General Partner will determine in good faith the expenses that are allocable to us. The reimbursement of expenses to our General Partnerand its affiliates will reduce the amount of available cash to pay cash distributions to our unitholders.Our General Partner may elect to cause us to issue common units to it in connection with a resetting of the MQD and the targetdistribution levels related to our General Partner's IDRs without the approval of the Conflicts Committee or our unitholders. This electionmay result in lower distributions to our unitholders in certain situations.Our General Partner has the right, at any time when it has received incentive distributions at the highest level to which it is entitled (48%) for eachof the prior four consecutive fiscal quarters (and the amount of each such distribution did not exceed adjusted operating surplus for such quarter),to reset the initial target distribution levels at higher levels based on our cash distribution at the time of the exercise of the reset election. Followinga reset election by our General Partner, the MQD will be reset to an amount equal to the average cash distribution per unit for the two fiscalquarters immediately preceding the reset election (such amount is referred to as the reset MQD), and the target distribution levels will be reset tocorrespondingly higher levels based on percentage increases above the reset MQD.In the event of a reset of target distribution levels, our General Partner will be entitled to receive the number of common units equal to that numberof common units that would have entitled it to an average aggregate quarterly cash distribution in the prior two quarters equal to the average of thedistributions on the IDRs in the prior two quarters. Our General Partner will also be issued the number of General Partner units necessary tomaintain its general partner interest in us that existed immediately prior to the reset election. We anticipate that our General Partner would exercisethis reset right to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per common unitwithout such conversion; however, it is possible that our36Table of ContentsGeneral Partner could exercise this reset election at a time when we are experiencing declines in our aggregate cash distributions or at a timewhen our General Partner expects that we will experience declines in our aggregate cash distributions in the foreseeable future. In such situations,our General Partner may be experiencing, or may expect to experience, declines in the cash distributions it receives related to its IDRs and maytherefore desire to be issued common units, which are entitled to specified priorities with respect to our distributions and which therefore may bemore advantageous for the General Partner to own in lieu of the right to receive incentive distribution payments based on target distribution levelsthat are less certain to be achieved in the then-current business environment. As a result, a reset election may cause our common unitholders toexperience dilution in the amount of cash distributions that they would have otherwise received had we not issued common units to our GeneralPartner in connection with resetting the target distribution levels related to our General Partner's IDRs.The New York Stock Exchange does not require a publicly traded partnership like us to comply with certain of its corporate governancerequirements.We have listed our common units on the New York Stock Exchange. Because we are a publicly traded partnership, the New York Stock Exchangedoes not require us to have, and we do not intend to have, a majority of independent directors on our General Partner's Board of Directors or toestablish a nominating and corporate governance committee. Additionally, any future issuance of additional common units or other securities,including to affiliates, will not be subject to the New York Stock Exchange's shareholder approval rules. Accordingly, unitholders will not have thesame protections afforded to certain corporations that are subject to all of the New York Stock Exchange corporate governance requirements.Holders of our common units have limited voting rights and are not entitled to elect our General Partner or its directors.Unlike the holders of common stock in a corporation, holders of our common units have only limited voting rights on matters affecting our businessand, therefore, limited ability to influence management's decisions regarding our business. Unitholders have no right on an annual or ongoing basisto elect our General Partner or its Board of Directors. The Board of Directors of our General Partner has been chosen by Summit Investments.Furthermore, if our unitholders are dissatisfied with the performance of our General Partner, they have little ability to remove our General Partner.As a result of these limitations, the price at which the common units trade could be diminished because of the absence or reduction of a takeoverpremium in the trading price. Our Partnership Agreement also contains provisions limiting the ability of our unitholders to call meetings or toacquire information about our operations, as well as other provisions limiting the unitholders' ability to influence the manner or direction ofmanagement.Even if holders of our common units are dissatisfied, they may not be able to remove our General Partner without its consent.The vote of the holders of at least 66 2/3% of all outstanding limited partner units voting together as a single class is required to remove ourGeneral Partner. As of December 31, 2016, Summit Investments beneficially owned 29,854,581 common units out of 72,111,121 outstandingcommon units, representing a voting block sufficient to prevent the other limited partners from removing our General Partner.Our Partnership Agreement restricts the voting rights of unitholders owning 20% or more of our common units.Unitholders' voting rights are further restricted by a provision of our Partnership Agreement providing that any person or group that owns 20% ormore of any class of units then outstanding cannot vote on any matter, other than our General Partner, its affiliates, their transferees and personswho acquired such units with the prior approval of the Board of Directors of our General Partner.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 withoutthe consent of the unitholders. Furthermore, our Partnership Agreement does not restrict the ability of Summit Investments to transfer all or aportion of its ownership interest in our General Partner to a third party. The new owner of our General Partner would then be in a position to replacethe Board of Directors and officers of our General Partner with its own designees and thereby exert significant control over the decisions made bythe Board of Directors and officers. This effectively permits a change of control without the vote or consent of the unitholders.37Table of ContentsWe may issue additional units without unitholder approval, which would dilute existing ownership interests.Our Partnership Agreement does not limit the number of additional limited partner interests, including limited partner interests that rank senior tothe common units that we may issue at any time without the approval of our unitholders. The issuance by us of additional common units or otherequity securities of equal or senior rank will have the following effects:•decreasing our existing unitholders' proportionate ownership interest in us and•because the amount payable to holders of IDRs is based on a percentage of the total cash available for distribution, the distributions toholders of IDRs will increase even if the per-unit distribution on common units remains the same.In addition, the issuance by us of additional common units or other equity securities of equal or senior rank may have the following effects:•decreasing the amount of cash available for distribution on each unit;•increasing the ratio of taxable income to distributions;•diminishing the relative voting strength of each previously outstanding unit; and•causing the market price of the common units to decline.Summit Investments or our Sponsor may sell units in the public or private markets, and such sales could have an adverse impact on thetrading price of the common units.As of December 31, 2016, Summit Investments beneficially owned 29,854,581 common units out of 72,111,121 outstanding common units.Additionally, in connection with the Purchase Program, a subsidiary of Energy Capital Partners had acquired 5,915,827 common units as ofDecember 31, 2016. The sale of any of these units in the public or private markets could have an adverse impact on the price of the common unitsor on any trading market that may develop.Our General Partner has a limited call right that may require an investor to sell its 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 common units held byunaffiliated persons at a price that is not less than their then-current market price, as calculated pursuant to the terms of our PartnershipAgreement. As a result, an investor may be required to sell its common units at an undesirable time or price and may not receive any return on itsinvestment. An investor may also incur a tax liability upon a sale of its units.As of December 31, 2016, Summit Investments beneficially owned 29,854,581 common units out of 72,111,121 outstanding common units.Additionally, in connection with the Purchase Program, a subsidiary of Energy Capital Partners had acquired 5,915,827 common units as ofDecember 31, 2016. As such, our General Partner and its affiliates controlled a total of 35,770,408 common units, or 49.6% of our common unitsoutstanding as of December 31, 2016.An investor's 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 conductbusiness in a number of other states. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnershiphave not been clearly established in some of the other states in which we do business. An investor could be liable for any and all of our obligationsas if it was 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•an investor'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 constitute control of our business.38Table of ContentsUnitholders 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 Delaware law, we may notmake a distribution if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period ofthree years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of thedistribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Substituted limited partners are liableboth for the obligations of the assignor to make contributions to the partnership that were known to the substituted limited partner at the time itbecame a limited partner and for those obligations that were unknown if the liabilities could have been determined from the Partnership Agreement.Neither liabilities to partners on account of their partnership interest nor liabilities that are non-recourse to the partnership are counted for purposesof determining whether a distribution is permitted.If an investor is not an eligible holder, it may not receive distributions or allocations of income or loss on those common units andthose common units will be subject to redemption.We have adopted certain requirements regarding those investors who may own our common units. Eligible holders are U.S. individuals or entitiessubject to U.S. federal income taxation on the income generated by us or entities not subject to U.S. federal income taxation on the incomegenerated by us, so long as all of the entity's owners are U.S. individuals or entities subject to such taxation. If an investor is not an eligibleholder, our General Partner may elect not to make distributions or allocate income or loss on that investor's units, and it runs the risk of having itsunits redeemed by us at the lower of purchase price cost or the then-current market price. The redemption price may be paid in cash or by deliveryof a promissory note, as determined by our General Partner.Tax RisksOur tax treatment depends on our status as a partnership for federal income tax purposes. If the IRS were to treat us as a corporation forfederal income tax purposes, which would subject us to entity-level taxation, then our cash available for distribution to our unitholderswould 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.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 current law could cause us to be treated as a corporation for federal incometax 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 taxrate, which is currently a maximum of 35%, and would likely pay state and local income tax at varying rates. Distributions would generally betaxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions,or credits would flow through to unitholders. Because a tax would be imposed upon us as a corporation, our cash available for distribution would besubstantially reduced. Therefore, if we were treated as a corporation for federal income tax purposes, there would be material reduction in theanticipated cash flows and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.Our Partnership Agreement provides that, if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as acorporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distributionamount and the 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, it would reduce our cash available fordistribution to our unitholders.Changes in current state law may subject us to additional entity-level taxation by individual states. Because of state budget deficits and otherreasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise andother forms of taxation. Imposition of any such taxes may substantially reduce the cash available for distribution. Our Partnership Agreementprovides that, if a law is enacted or existing law is modified or interpreted in a manner that subjects us to entity-level taxation, the minimumquarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law on us.39Table of ContentsThe tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicialor administrative changes and differing interpretations, possibly on a retroactive basis.The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may bemodified by administrative, legislative or judicial changes or differing interpretations at any time. From time to time, members of Congress and thePresident propose and consider substantive changes to the existing federal income tax laws that affect publicly traded partnerships. If successful,these or other similar proposals could eliminate the qualifying 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.In addition, the U.S. Treasury Department and the IRS have issued final regulations concerning which activities give rise to qualifying incomewithin the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). We do not believe the finalregulations adversely affect the amount of our gross income treated as qualifying income or our ability to qualify as a publicly traded partnership.However, any change to these finalized regulations could modify the amount of our gross income that we are able to treat as qualifying income forthe purposes of the qualifying income requirement.Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for us to meet theexception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predictwhether any of these changes or other proposals will ultimately be enacted. Any such changes could negatively impact the value of an investmentin our common units.Our unitholders' share of our income will be taxable to them for federal income tax purposes even if they do not receive any cashdistributions from us.Because a unitholder will be treated as a partner to whom we will allocate taxable income that could be different in amount than the cash wedistribute, a unitholder's allocable share of our taxable income will be taxable to it, which may require the payment of federal income taxes and, insome cases, state and local income taxes, on its share of our taxable income even if the unitholder receives no cash distributions from us. Ourunitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax liability thatresults from that income.If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost ofany IRS contest will reduce our cash available for distribution to our unitholders.The IRS may adopt positions that differ from the positions we take, and the IRS's positions may ultimately be sustained. It may be necessary toresort to administrative or court proceedings to sustain some or all of the positions we take and such positions may not ultimately be sustained.Any contest with the IRS, and the outcome of any IRS contest, may have an adverse impact on the market for our common units and the price atwhich they trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our General Partner because thecosts will reduce our cash available for distribution.Tax gain or loss on the disposition of our common units could be more or less than expected.If a unitholder sells its common units, a gain or loss will be recognized for federal income tax purposes equal to the difference between the amountrealized and the unitholder's tax basis in those common units. Because distributions in excess of a unitholder's allocable share of its net taxableincome decrease its tax basis in its common units, the amount, if any, of such prior excess distributions with respect to the common units it sellswill, in effect, become taxable income to the unitholder if it sells such common units at a price greater than its tax basis in those common units,even if the price it receives is less than its original cost. Furthermore, a substantial portion of the amount realized on any sale of a unitholder'scommon 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 a unitholder's share of our nonrecourse liabilities, if a unitholder sells its commonunits, it may incur a tax liability in excess of the amount of cash it receives 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 taxconsequences to them.Investment in common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts ("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. personswill be reduced40Table of Contentsby withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file federal income tax returns and paytax on their share of our taxable income. Tax-exempt entities and non-U.S. persons should consult a tax advisor before investing in our commonunits.We will treat each purchaser of common units as having the same tax benefits without regard to the actual common units purchased.The IRS may challenge this treatment, which could adversely affect the value of the common units.Because we cannot match transferors and transferees of common units and because of other reasons, we will adopt depreciation and amortizationpositions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adverselyaffect the amount of tax benefits available to our unitholders. It also could affect the timing of these tax benefits or the amount of gain from ourunitholders' sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to ourunitholders' tax returns.We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon theownership of our units on the first business day of each month, instead of on the basis of the date a particular unit is transferred. TheIRS may challenge aspects of our proration method, and if its challenge is successful, we would be required to change the allocation ofitems of income, gain, loss and deduction among our unitholders.We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownershipof our units on the first business day of each month, instead of on the basis of the date a particular unit is transferred. The U.S. TreasuryDepartment and the IRS have issued Treasury Regulations that permit publicly traded partnerships to use a monthly simplifying convention that issimilar to ours, but they do not specifically authorize all aspects of the proration method we have adopted. If the IRS were to successfullychallenge this method, we could be required to change the allocation of items of income, gain, loss and deduction among our unitholders.A unitholder whose common units are loaned to a short seller to effect a short sale of common units may be considered as havingdisposed of those common units. If so, he would no longer be treated for federal income tax purposes as a partner with respect to thosecommon units during the 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 effect a short sale of common units may be considered as havingdisposed of the loaned common units, he may no longer be treated for federal income tax purposes as a partner with respect to those commonunits during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during theperiod of the loan to the short seller, any of our income, gain, loss or deduction with respect to those common units may not be reportable by theunitholder and any cash distributions received by the unitholder as to those common units could be fully taxable as ordinary income. Unitholdersdesiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are advised to consult a tax advisor todiscuss whether it is advisable to modify any applicable brokerage account agreements 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. TheIRS may challenge these methodologies or the resulting allocations, and such a challenge could adversely affect the value of ourcommon units.In determining the items of income, gain, loss and deduction allocable to our unitholders, in certain circumstances, including when we issueadditional units, we must determine the fair market value of our assets. Although we may from time to time consult with professional appraisersregarding valuation matters, we make many fair market value estimates using a methodology based on the market value of our common units as ameans to measure the fair market value of our assets. The IRS may challenge these valuation methods and the resulting allocations of income,gain, loss and deduction.A successful IRS challenge to these methods or allocations could adversely affect the amount, character and timing of taxable income or lossbeing allocated to our unitholders. It also could affect the amount of gain from our unitholders' sale of common units and could have a negativeimpact on the value of the common units or result in audit adjustments to our unitholders' tax returns without the benefit of additional deductions.41Table of ContentsThe sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in the termination ofour partnership for federal income tax purposes.We will be considered to have technically terminated our partnership for federal income tax purposes if there is a sale or exchange of 50% or moreof the total interests in our capital and profits within a twelve-month period. For purposes of determining whether the 50% threshold has been met,multiple sales of the same interest will be counted only once. Our technical termination would, among other things, result in the closing of ourtaxable year for all unitholders, which would result in us filing two tax returns (and our unitholders could receive two Schedules K-1 if relief was notavailable, as described below) for one fiscal year and would result in a deferral of depreciation deductions allowable in computing our taxableincome. In the case of a unitholder reporting on a taxable year other than a fiscal year ending December 31, the closing of our taxable year mayalso result in more than twelve months of our taxable income or loss being includable in the unitholder's taxable income for the year of termination.Our termination currently would not affect our classification as a partnership for federal income tax purposes, but instead we would be treated as anew partnership for tax purposes. If treated as a new partnership, we must make new tax elections and could be subject to penalties if we areunable to determine that a termination occurred. The IRS has announced a publicly traded partnership technical termination relief programwhereby, if a publicly traded partnership that technically terminated requests publicly traded partnership technical termination relief and such reliefis granted by the IRS, among other things, the partnership will only have to provide one Schedule K-1 to unitholders for the year notwithstandingtwo partnership tax years.If the IRS makes audit adjustments to our income tax returns for tax years beginning after December 31, 2017, it may assess and collectany taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case our cashavailable for distribution to our unitholders could be substantially reduced.Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to our incometax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly fromus. Generally, we expect to elect to have our General Partner and our unitholders take such audit adjustment into account in accordance with theirinterests in us during the tax year under audit, but there can be no assurance that such election will be effective in all circumstances. If we areunable to have our General Partner and our unitholders take such audit adjustment into account in accordance with their interests in us during thetax year under audit, our current unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholdersdid not own our units during the tax year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes,penalties and interest, our cash available for distribution to our unitholders could be substantially reduced. These rules are not applicable to us fortax years beginning on or prior to December 31, 2017.As a result of investing in our common units, our unitholders may become subject to state and local taxes and return filing requirementsin jurisdictions where 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 control propertynow or in the future, even if the unitholders do not live in any of those jurisdictions. Our unitholders will likely be required to file state and localincome tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, our unitholders may be subject topenalties for failure to comply with those requirements. Some of the states in which we conduct business currently impose a personal income taxon individuals. As we make acquisitions or expand our business, we may control assets or conduct business in additional states that impose apersonal income tax. It is the unitholder's responsibility to file all federal, state and local tax returns.Item 1B. Unresolved Staff Comments.Not applicable.42Table of ContentsItem 2. Properties.Our gathering systems, the unconventional resource basins in which they operate, and the reportable segments in which they are reported are asfollows:•Summit Utica, a natural gas gathering system operating in the Appalachian Basin, which includes the Utica and Point Pleasant shaleformations in southeastern Ohio, is included in the Utica Shale reportable segment;•Bison Midstream, an associated natural gas gathering system operating in the Williston Basin, which includes the Bakken and ThreeForks shale formations in northwestern North Dakota, is included in the Williston Basin reportable segment;•Polar and Divide, crude oil and produced water gathering systems and transmission pipelines operating in the Williston Basin, whichincludes the Bakken and Three Forks shale formations in northwestern North Dakota, is included in the Williston Basin reportablesegment;•Tioga Midstream, crude oil, produced water and associated natural gas gathering systems operating in the Williston Basin, which includesthe Bakken and Three Forks shale formations in northwestern North Dakota, is included in the Williston Basin reportable segment;•Grand River, a natural gas gathering and processing system operating in the Piceance Basin, which includes the Mesaverde formation andthe Mancos and Niobrara shale formations in western Colorado and eastern Utah, is included in the Piceance/DJ Basins reportablesegment;•Niobrara G&P, an associated natural gas gathering and processing system operating in the DJ Basin, which includes the Niobrara andCodell shale formations in northeastern Colorado, is included in the Piceance/DJ Basins reportable segment;•DFW Midstream, a natural gas gathering system operating in the Fort Worth Basin, which includes the Barnett Shale formation in north-central Texas, is included in the Barnett Shale reportable segment; and•Mountaineer Midstream, a natural gas gathering system operating in the Appalachian Basin, which includes the Marcellus Shale formationin northern West Virginia, is included in the Marcellus Shale reportable segment.For additional information on our midstream assets and their capacities, see Item 1. Business.Our real property falls into two categories: (i) parcels that we own in fee and (ii) parcels in which our interest derives from leases, easements,rights-of-way, permits or licenses from landowners or governmental authorities, permitting the use of such land for our operations. Portions of theland on which our gathering systems and other major facilities are located are owned by us in fee title, and we believe that we have valid title tothese lands. The remainder of the land on which our major facilities are located are held by us pursuant to long-term leases or easements betweenus and the underlying fee owner, or permits with governmental authorities. We believe that we have valid leasehold estates or fee ownership insuch lands or valid permits with governmental authorities. We have no knowledge of any material challenge to the underlying fee title of anymaterial lease, easement, right-of-way, permit or license held by us or to our title to any material lease, easement, right-of-way, permit or license.We believe that we have satisfactory title to all of our material leases, easements, rights-of-way, permits and licenses with the exception of certainordinary course encumbrances and permits with governmental entities that have been applied for, but not yet issued.In addition, we lease various office space under operating leases to support our operations. Our headquarters are located in The Woodlands,Texas. In addition, we have regional corporate offices in Denver, Colorado and Atlanta, Georgia.Item 3. Legal Proceedings.Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are notcurrently a party to any significant legal or governmental proceedings, except as noted below. In addition, we are not aware of any significant legalor governmental proceedings contemplated to be brought against us, under the various environmental protection statutes to which we are subject,except as noted below.In 2015 and 2016, the U.S. Department of Justice issued grand jury subpoenas to Summit Investments, the Partnership, our General Partner andMeadowlark Midstream requesting certain materials related to an incident43Table of Contentsinvolving a produced water disposal pipeline owned by Meadowlark Midstream that resulted in a discharge of materials into the environment. OnJune 19, 2015, Meadowlark Midstream and Summit Investments received a complaint from the North Dakota Industrial Commission seekingapproximately $2.5 million in fines and other fees related to the rupture. On March 3, 2016, the Partnership agreed to acquire, among other things,substantially all of the issued and outstanding membership interests of Meadowlark Midstream from an indirect, wholly owned subsidiary ofSummit Investments in connection with the 2016 Drop Down. The Contribution Agreement executed in connection with the 2016 Drop Downcontains customary representations and warranties, and Summit Investments has agreed to indemnify the Partnership with respect to certainlosses, including losses associated with the above described incident. While we cannot predict the ultimate outcome of this matter with certainty,we believe at this time that it is not likely that the Partnership or our General Partner will be subject to any material liability as a result of anygovernmental proceeding related to the incident.Item 4. Mine Safety Disclosures.Not applicable.44Table of ContentsPART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.Our limited partner common units, ticker symbol "SMLP," trade on the NYSE. As of February 16, 2017, there were approximately 7,475 commonunitholders, including beneficial owners of common units held in street name.The following table shows the common unit price range, as reported by the NYSE, and the cash distribution paid per common unit for the periodsindicated. Common unit price range Cash distributionpaid per commonunit (1) High Low 4th Quarter 2016$25.50 $19.95 $0.5753rd Quarter 2016$25.10 $20.88 $0.5752nd Quarter 2016$23.85 $15.05 $0.5751st Quarter 2016$19.65 $11.06 $0.575 4th Quarter 2015$21.18 $12.82 $0.5753rd Quarter 2015$33.74 $14.60 $0.5702nd Quarter 2015$36.82 $30.05 $0.5651st Quarter 2015$41.17 $30.31 $0.560__________(1) Represents historical distributions based on the quarter in which they were paid.On January 26, 2017, the Board of Directors of our General Partner declared a distribution of $0.575 per unit for the quarterly period endedDecember 31, 2016. The distribution, which totaled $44.5 million, was paid on February 14, 2017, to unitholders of record at the close of businesson February 7, 2017.Our Cash Distribution Policy and Restrictions on DistributionsGeneralOur Cash Distribution Policy. Our Partnership Agreement requires us to distribute all of our available cash quarterly. Our policy is to distribute toour unitholders an amount of cash each quarter that is equal to or greater than the minimum quarterly distribution stated in our PartnershipAgreement. Generally, our available cash is our (i) cash on hand at the end of a quarter after the payment of our expenses and the establishmentof cash reserves and (ii) cash on hand resulting from working capital borrowings made after the end of the quarter. Because we are not subject toan entity-level federal income tax, we have more cash to distribute to our unitholders than would be the case were we subject to federal incometax. For additional information, see Note 11 to the consolidated financial statements.Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy. There is no guarantee that our unitholders willreceive quarterly distributions from us. We do not have a legal obligation to pay the minimum quarterly distribution or any other distribution exceptto the extent we have available cash as defined in our Partnership Agreement. Our cash distribution policy may be changed at any time and issubject to certain restrictions, including the following:•Our cash distribution policy is subject to restrictions on distributions under our Revolving Credit Facility. Our Revolving Credit Facilitycontains financial tests and covenants that we must satisfy. Should we be unable to satisfy these restrictions, we may be prohibited frommaking cash distributions notwithstanding our stated cash distribution policy.•Our General Partner has the authority to establish cash reserves for the prudent conduct of our business and for future cash distributionsto our unitholders, and the establishment or increase of those cash reserves could result in a reduction in cash distributions to ourunitholders from the levels we currently anticipate pursuant to our stated distribution policy. Any determination to establish cash reservesmade by our General Partner in good faith will be binding on our unitholders.45Table of Contents•Although our Partnership Agreement requires us to distribute all of our available cash, our Partnership Agreement, including the provisionsrequiring us to distribute all of our available cash, may be amended. We can amend our Partnership Agreement with the consent of ourGeneral Partner and the approval of a majority of the outstanding common units (including common units beneficially owned by SummitInvestments). As of December 31, 2016, Summit Investments, which is the ultimate owner of our General Partner, beneficially owned29,854,581 common units. In addition, in connection with the Purchase Program, a subsidiary of Energy Capital Partners owned 5,915,827common units as of December 31, 2016.•Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash distribution policy andthe decision to make any distribution is determined by our General Partner, taking into consideration the terms of our PartnershipAgreement.•Under Delaware law, we may not make a distribution if the distribution would cause our liabilities to exceed the fair value of our assets.•We may lack sufficient cash to pay distributions to our unitholders due to cash flow shortfalls attributable to a number of operational,commercial or other factors as well as increases in our operating or general and administrative expenses, principal and interest paymentson our debt, tax expenses, working capital requirements and anticipated cash needs. Our cash available for distribution to unitholders isdirectly impacted by our cash expenses necessary to run our business and will be reduced dollar-for-dollar to the extent such uses of cashincrease.•If and to the extent our cash available for distribution materially declines, we may elect to reduce our quarterly distribution rate to serviceor repay our debt or fund expansion capital expenditures.Our Minimum Quarterly DistributionOur Partnership Agreement has established an MQD of $0.40 per unit per quarter, or $1.60 per unit per year, to be paid no later than 45 days afterthe end of each fiscal quarter. Based on all of the units outstanding as of December 31, 2016, our aggregate quarterly MQD is $29.4 million andour aggregate annual MQD is $117.7 million.We pay our distributions on or about the 15th of each of February, May, August and November to holders of record on or about seven days prior tosuch distribution date. We make the distribution on the business day immediately preceding the indicated distribution date if the distribution datefalls on a holiday or non-business day.Our General Partner is entitled to a maximum of 2% of all distributions that we make prior to our liquidation based on their respective generalpartner interest. In the future, our General Partner's percentage interest in these distributions may be reduced if we issue additional units and ourGeneral Partner does not contribute a proportionate amount of capital to us to maintain its then-existing general partner interest.46Table of ContentsStock Performance TableThe following graph compares the cumulative total unitholder return on our common units since the IPO to the cumulative total return of the S&P500 Stock Index and the Alerian MLP Index ("AMZX") by assuming $100 was invested in each investment option as of September 28, 2012, thedate of the IPO. The Alerian MLP Index is a composite of the 43 most prominent energy master limited partnerships, or MLPs, and is calculatedusing a float-adjusted, capitalization-weighted methodology.Issuer Purchases of Equity SecuritiesWe made no repurchases of our common units during the quarter ended December 31, 2016.Sponsor Purchases of Equity SecuritiesOur Sponsor made no repurchases of our common units during the quarter ended December 31, 2016.Equity Compensation PlansThe information relating to SMLP’s equity compensation plans required by Item 5 is included in Item 12. Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.Item 6. Selected Financial Data.The selected consolidated financial data presented as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 have beenderived from the consolidated financial statements of SMLP and its Predecessor.SMLP completed its IPO in October 2012. For the year ended December 31, 2012, these financial statements include the Predecessor's results ofoperations through the date of SMLP's IPO.These financial statements reflect the results of operations of (i) Summit Utica since December 2014; (ii) Tioga Midstream since April 2014; (iii)Ohio Gathering since January 2014; (iv) Mountaineer Midstream since June 2013; (v) Bison Midstream, Polar and Divide and MeadowlarkMidstream since February 2013; (vi) Red Rock Gathering since October 2012; and (vii) DFW Midstream and Grand River for all periods presented.SMLP recognized its drop down acquisitions at Summit Investments' historical cost because the acquisitions were executed by entities undercommon control. The excess of Summit Investments' net investment over consideration paid and recognized for a contributed subsidiary isrecognized as an addition to partners' capital, while the excess of consideration paid and recognized over net investment is recognized as areduction to partners' capital. Due to the common control aspect, we account for drop down transactions on an “as-if pooled” basis for the periodsduring which common control existed.47Table of ContentsDue to the various asset acquisitions and the associated shift in business strategies relative to those of our Predecessor, SMLP's financialposition and results of operations may not be comparable to the historical financial position and results of operations of the Predecessor.The following table presents selected balance sheet and other data as of the date indicated. December 31, 2016 2015 2014 2013 2012 (In thousands, except per-unit amounts)Balance sheet data: Total assets$3,115,179 $3,164,672 $3,242,462 $2,282,046 $1,280,939Total long-term debt1,240,301 1,267,270 1,232,207 772,140 199,230Deferred Purchase Price Obligation563,281 — — — —Partners' capital1,169,673 1,747,299 1,830,678 1,395,806 1,028,355 Other data: Market price per common unit$25.15 $18.73 $38.00 $36.65 $19.83The following table presents selected statements of operations and cash flows as well as other financial data for the annual periods indicated. Year ended December 31, 2016 2015 2014 2013 2012 (1) (In thousands, except per-unit amounts)Statements of operations data: Total revenues$402,362 $400,557 $387,169 $326,160 $174,423Total costs and expenses (2)290,582 557,735 369,574 257,114 117,987Interest expense63,810 59,092 48,586 21,314 7,340Deferred Purchase Price Obligation expense55,854 — — — —Affiliated interest expense— — — — 5,426Loss from equity method investee (3)(30,344) (6,563) (16,712) — —Net (loss) income(38,187) (222,228) (47,368) 47,008 42,997(Loss) earnings per limited partner unit: Common unit – basic$(0.71) $(3.20) $(0.49) $0.86 $0.35Common unit – diluted(0.71) (3.20) (0.49) 0.86 0.35Subordinated unit – basic anddiluted (4) (2.88) (0.44) 0.79 0.35 Statements of cash flows data: Capital expenditures$142,719 $272,225 $343,380 $249,626 $77,296Acquisition capital expenditures (5)866,858 288,618 315,872 458,914 — Other financial data: Distributions declared per unit (6)$2.300 $2.270 $2.040 $1.725 $—__________(1) Results of operations reflect those of the Predecessor from January 1, 2012 to October 2, 2012 and those of the Partnership for the period from October 3,2012 to December 31, 2012. EPU is calculated for the post-IPO period only.(2) Includes (i) goodwill impairments of $248.9 million and environmental remediation expenses of $21.8 million in 2015 and (ii) goodwill impairments of$54.2 million in 2014. See Notes 6 and 15 to the consolidated financial statements.(3) Includes our 40% share of a $37.8 million impairment loss recognized by OCC in 2016.48Table of Contents(4) The subordination period ended on February 16, 2016 and all 24,409,850 subordinated units converted to common units on a one-for-one basis.(5) Reflects cash and noncash consideration, including working capital and capital expenditure adjustments paid (received), for acquisitions and/or dropdowns (see Notes 11 and 16 to the consolidated financial statements).(6) Represents distributions declared in a given period. For example, for the year ended December 31, 2016, represents the distributions declared inFebruary 2016, in May 2016, in August 2016 and in November 2016.The preceding tables should be read in conjunction with MD&A and the consolidated financial statements and notes thereto.Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.MD&A is intended to inform the reader about matters affecting the financial condition and results of operations of SMLP and its subsidiaries. As aresult, the following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report.Among other things, the consolidated financial statements and the related notes include more detailed information regarding the basis ofpresentation for the following information. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs.These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in Forward-LookingStatements. Actual results may differ materially from those contained in any forward-looking statements.This MD&A comprises the following sections:•Overview•Trends and Outlook•How We Evaluate Our Operations•Results of Operations•Liquidity and Capital Resources•Critical Accounting Estimates•Forward-Looking StatementsOverviewWe are a growth-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that arestrategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States.We are the owner-operator of or have significant ownership interests in the following gathering systems:•Ohio Gathering, a natural gas gathering system and a condensate stabilization facility operating in the Appalachian Basin, which includesthe Utica and Point Pleasant shale formations in southeastern Ohio;•Summit Utica, a natural gas gathering system operating in the Appalachian Basin, which includes the Utica and Point Pleasant shaleformations in southeastern Ohio;•Bison Midstream, an associated natural gas gathering system operating in the Williston Basin, which includes the Bakken and ThreeForks shale formations in northwestern North Dakota;•Polar and Divide, crude oil and produced water gathering systems and transmission pipelines located in the Williston Basin, whichincludes the Bakken and Three Forks shale formations in northwestern North Dakota;•Tioga Midstream, crude oil, produced water and associated natural gas gathering systems operating in the Williston Basin, which includesthe Bakken and Three Forks shale formations in northwestern North Dakota;•Grand River, a natural gas gathering and processing system located in the Piceance Basin, which includes the Mesaverde formation andthe Mancos and Niobrara shale formations in western Colorado and eastern Utah;49Table of Contents•Niobrara G&P, an associated natural gas gathering and processing system operating in the DJ Basin, which includes the Niobrara andCodell shale formations in northeastern Colorado;•DFW Midstream, a natural gas gathering system operating in the Fort Worth Basin, which includes the Barnett Shale formation in north-central Texas; and•Mountaineer Midstream, a natural gas gathering system operating in the Appalachian Basin, which includes the Marcellus Shale formationin northern West Virginia.For additional information on our organization and systems, see Notes 1 and 3 to the consolidated financial statements.Our financial results are driven primarily by volume throughput and expense management. We generate the majority of our revenues from thegathering, treating and processing services that we provide to our customers. A substantial majority of the volumes that we gather, treat and/orprocess have a fixed-fee rate structure thereby enhancing the stability of our cash flows by providing a revenue stream that is not subject to directcommodity price risk. We also earn revenues from (i) the sale of physical natural gas and NGLs purchased under percentage-of-proceedsarrangements with certain of our customers on the Bison Midstream and Grand River systems, (ii) the sale of natural gas we retain from certainDFW Midstream customers and (iii) the sale of condensate we retain from our gathering services at Grand River. These additional activities, whichexpose us to direct commodity price risk, accounted for less than 9% of total revenues during the year ended December 31, 2016.We also have indirect exposure to changes in commodity prices in that persistently low commodity prices may cause our customers to delayand/or cancel drilling and/or completion activities or temporarily shut-in production, which would reduce the volumes of natural gas and crude oil(and associated volumes of produced water) that we gather. If certain of our customers cancel or delay drilling and/or completion activities ortemporarily shut-in production, the associated MVCs ensure that we will recognize a minimum amount of revenue.The following table presents certain annual consolidated financial data. Year ended December 31, 2016 2015 2014 (In thousands)Net loss$(38,187) $(222,228) $(47,368)Reportable segment adjusted EBITDA: Utica Shale (1)66,637 35,873 6,176Williston Basin79,475 34,008 30,009Piceance/DJ Basins109,241 110,222 110,763Barnett Shale54,634 59,526 60,528Marcellus Shale19,203 23,214 15,940 Net cash provided by operating activities$230,495 $191,375 $152,953Acquisitions of gathering systems (2)866,858 288,618 315,872Capital expenditures (3)142,719 272,225 343,380Contributions to equity method investees31,582 86,200 145,131 Distributions to unitholders$167,504 $152,074 $122,224Issuance of senior notes— — 300,000Borrowings (repayments) under Revolving Credit Facility, net316,000 216,000 (136,000)Proceeds from issuance of common units, net (4)125,233 221,977 197,806_________(1) Includes our proportional share of adjusted EBITDA for Ohio Gathering, based on a one-month lag (see Note 7 to the consolidated financial statements).(2) Reflects cash and noncash consideration, including working capital and capital expenditure adjustments paid (received), for acquisitions and/or dropdowns (see Notes 11 and 16 to the consolidated financial statements).(3) See "Liquidity and Capital Resources" herein and Note 3 to the consolidated financial statements for additional information on capital expenditures.(4) Reflects proceeds from underwritten primary offerings.50Table of ContentsYear ended December 31, 2016. The following items are reflected in our financial results:•In March 2016, we acquired the 2016 Drop Down Assets from a subsidiary of Summit Investments. We funded the drop down withborrowings under our Revolving Credit Facility and the execution of the Deferred Purchase Price Obligation with Summit Investments (seeNotes 9, 11 and 16 to the consolidated financial statements).•In June 2016, an impairment loss was recognized by OCC. We recorded our 40% share of the impairment loss, or $37.8 million, in lossfrom equity method investees in the consolidated statements of operations. We exclude income or loss from equity method investeesfrom our definition of segment adjusted EBITDA. As such, Utica Shale segment adjusted EBITDA was not impacted by the impairmentloss (see Note 7 to the consolidated financial statements).•In September 2016, we completed an underwritten public offering of 5,500,000 common units at a price of $23.20 per unit and used the netproceeds to pay down our Revolving Credit Facility. Following the offering, our General Partner made a capital contribution to us tomaintain its approximate 2% general partner interest (see Note 11 to the consolidated financial statements).Year ended December 31, 2015. The following items are reflected in our financial results:•In May 2015, we acquired Polar and Divide from a subsidiary of Summit Investments. We funded the drop down with the issuance ofcommon units, borrowings under our Revolving Credit Facility and a General Partner contribution (see Notes 11 and 16 to the consolidatedfinancial statements).•In May 2015, we completed an underwritten public offering of 7,475,000 common units at a price of $30.75 per unit and used a portion ofthe net proceeds to partially fund the Polar and Divide Drop Down. Following the offering, our General Partner made a capital contributionto us to maintain its approximate 2% general partner interest (see Note 11 to the consolidated financial statements).•In September 2015, we recognized $34.4 million of gathering services and related fees revenue that had been previously deferred inconnection with an MVC arrangement with a certain Piceance/DJ Basins customer, which was determined to no longer be recoverable bythe customer. We include the effect of adjustments related to MVC shortfall payments in our definition of segment adjusted EBITDA. Assuch, Piceance/DJ Basins segment adjusted EBITDA was not impacted because the revenue recognition was offset by the associatedadjustments related to MVC shortfall payments for this customer (see Note 8 to the consolidated financial statements).•In September and December 2015, we recognized additional accruals for environmental remediation expenses totaling $21.8 millionassociated with the rupture of a produced water gathering pipeline in the Williston Basin reportable segment (see Note 15 to theconsolidated financial statements).•After a slight pause mid-year 2015, crude oil and NGL prices continued to decline in response to the global supply surplus. As a result,several of the producers in our areas of operations announced plans to cancel, delay and/or reduce drilling plans, which in turn negativelyimpacted the margins that we earn, slowing the growth in net income. In addition to impacting the margins that we earn and net income,the goodwill that we had previously recognized in connection with our acquisitions of Polar and Divide and Grand River was determined tobe fully impaired, resulting in a write-off of $248.9 million (see Note 6 to the consolidated financial statements).Year ended December 31, 2014. The following items are reflected in our financial results:•In the second half of 2014, crude oil and NGL prices began to decline, negatively impacting producers in each of our areas of operation.The impact of these declines were most evident in our North Dakota operations where our percentage of fee-based gathering agreementsis less than that of our other systems. In addition to impacting the margins that we earned, the goodwill that we had previously recognizedin connection with our acquisition of Bison Midstream was determined to be fully impaired, resulting in a write-off of $54.2 million (see Note6 to the consolidated financial statements).•In March 2014, we acquired Red Rock Gathering from a subsidiary of Summit Investments in a drop down transaction (see Notes 11 and16 to the consolidated financial statements). We also completed several system expansion projects across all systems.•In March 2014, we completed an underwritten public offering of 5,300,000 common units at a price of $38.75 per unit and used a portion ofthe net proceeds to partially fund the Red Rock Drop Down.51Table of ContentsFollowing the offering, our General Partner made a capital contribution to us to maintain its approximate 2% general partner interest (seeNote 11 to the consolidated financial statements).•In July 2014, we issued $300.0 million of 5.5% Senior Notes and used the proceeds to repay a portion of our outstanding Revolving CreditFacility balance (see Note 9 to the consolidated financial statements).Trends and OutlookOur business has been, and we expect our future business to continue to be, affected by the following key trends:•Natural gas, NGL and crude oil supply and demand dynamics;•Growth in production from U.S. shale plays;•Capital markets activity and cost of capital; and•Shifts in operating costs and inflation.Our expectations are based on assumptions made by us and information currently available to us. To the extent our underlying assumptionsabout, or interpretations of, available information prove to be incorrect, our actual results may vary materially from our expected results.Natural gas, NGL and crude oil supply and demand dynamics. Natural gas continues to be a critical component of energy supply and demandin the United States. The price of natural gas rebounded during 2016, with the New York Mercantile Exchange, or NYMEX, natural gas futuresprice at $3.71 per one million British Thermal Units ("MMBtu") as of December 30, 2016, compared with $2.28 per MMBtu as of December 31,2015. Despite the significant increase, natural gas prices continue to trade at lower-than-average historical prices due in part to increased naturalgas production and the amount of natural gas in storage in the continental United States. In the near term, we believe that until the supply ofnatural gas in storage has been reduced, natural gas prices are likely to remain constrained. Over the long term, we believe that the prospects forcontinued natural gas demand are favorable and will be driven primarily by global population and economic growth, as well as the continueddisplacement of coal-fired electricity generation by natural gas-fired electricity generation.In addition, certain of our gathering systems are directly affected by crude oil supply and demand dynamics. Similar to natural gas prices, crude oilprices increased significantly during 2016, with the West Texas Intermediate ("WTI") crude oil price benchmark increasing by 105% from Februaryto December of 2016, when it closed at $53.75 per barrel. In response to the increase in crude oil prices, the number of active crude oil drilling rigsin the continental United States increased from a low of 316 in May 2016 to 525 in December 2016, according to Baker Hughes. Over the nextseveral years, we expect that crude oil prices will rebound sufficiently to support continued drilling and increasing production in the Bakken Shale,Eagle Ford Shale, Permian Basin and Niobrara Shale.Growth in production from U.S. shale plays. Over the past several years, natural gas production from unconventional shale resources hasincreased significantly due to advances in technology that allow producers to extract significant volumes of natural gas from unconventional shaleplays on favorable economic terms relative to most conventional plays. In recent years, a number of producers and their joint venture partners,including large international operators, industrial manufacturers and private equity sponsors, have committed significant capital to the developmentof these unconventional resources, including the Piceance Basin, Barnett, Bakken, Marcellus and Utica shale plays in which we operate, and webelieve that these long-term capital investments will support sustained drilling activity in unconventional shale plays.Capital markets availability and cost of capital. Credit markets improved substantially throughout 2016, as borrowing costs were lower relativeto the levels generally experienced during the 2008 global financial crisis for virtually all energy industry-related borrowers. The credit market trendsin the crude oil and natural gas industry during 2016 were unique relative to the broader economy. While borrowing costs came down for the oil andnatural gas industry as a whole, the Federal Reserve announced that it raised its benchmark federal-funds rate from 0.25% and 0.50% to a rangebetween 0.50% and 0.75% in December 2016. The Federal Reserve also announced its intent to continue to raise interest rates gradually in thefuture, to the extent that economic growth continues. Capital markets conditions, including but not limited to availability and higher borrowingcosts, could affect our ability to access the debt capital markets to the extent necessary to fund our future growth. In addition, interest rates onfuture credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. Although thiscould limit our ability to raise debt capital on acceptable terms, we expect to remain competitive with respect to acquisitions and capital projects,as our peers and competitors would likely face similar circumstances.52Table of ContentsShifts in operating costs and inflation. Throughout most of the last five years, high levels of crude oil and natural gas exploration, developmentand production activities across the United States resulted in increased competition for personnel and equipment as well as higher prices for labor,supplies, equipment and other services. Beginning in 2015, this dynamic began to shift as prices for crude oil and natural gas-related servicesdecreased in line with overall decline in demand for these goods and services. While we expect lower service-related costs in the near term, weexpect that over the longer term, these costs will continue to have a high correlation to changes in the prevailing price of crude oil and natural gas.How We Evaluate Our OperationsWe conduct and report our operations in the midstream energy industry through five reportable segments:•the Utica Shale, which includes our ownership interest in Ohio Gathering and is served by Summit Utica;•the Williston Basin, which is served by Bison Midstream, Polar and Divide and Tioga Midstream;•the Piceance/DJ Basins, which is served by Grand River and Niobrara G&P;•the Barnett Shale, which is served by DFW Midstream; and•the Marcellus Shale, which is served by Mountaineer Midstream.Each of our reportable segments provides midstream services in a specific geographic area. Our reportable segments reflect the way in which weinternally report the financial information used to make decisions and allocate resources in connection with our operations (see Note 3 to theconsolidated financial statements).Our management uses a variety of financial and operational metrics to analyze our consolidated and segment performance. We view these metricsas important factors in evaluating our profitability and determining the amounts of cash distributions to pay to our unitholders. These metricsinclude:•throughput volume,•revenues,•operation and maintenance expenses and•segment adjusted EBITDA.Throughput VolumeThe volume of (i) natural gas that we gather, treat and/or process and (ii) crude oil and produced water that we gather depends on the level ofproduction from natural gas or crude oil wells connected to our gathering systems. Aggregate production volumes are impacted by the overallamount of drilling and completion activity. Furthermore, because the production rate of natural gas and crude oil wells decline over time, productioncan only be maintained or increased by new drilling or other activity.As a result, we must continually obtain new supplies of production to maintain or increase the throughput volume on our systems. Our ability tomaintain or increase throughput volumes from existing customers and obtain new supplies of throughput is impacted by:•successful drilling activity within our AMIs;•the level of work-overs and recompletions of wells on existing pad sites to which our gathering systems are connected;•the number of new pad sites in our AMIs awaiting connections;•our ability to compete for volumes from successful new wells in the areas in which we operate outside of our existing AMIs; and•our ability to gather, treat and/or process production that has been released from commitments with our competitors.We report volumes gathered for natural gas in cubic feet per day. We aggregate crude oil and produced water gathering and report volumesgathered in barrels per day.53Table of ContentsRevenuesOur revenues are primarily attributable to the volumes that we gather, treat and/or process and the rates we charge for those services. Asubstantial majority of our gathering and processing agreements are fee-based, which limits our direct commodity price exposure. We also havepercent-of-proceeds arrangements under which the gathering and processing revenues that we earn correlate directly with the fluctuating price ofnatural gas, condensate and NGLs.Many of our gathering and processing agreements contain MVCs pursuant to which our customers agree to ship or process a minimum volume ofproduction on our gathering systems, or, in some cases, to pay a minimum monetary amount, over certain periods during the term of the MVC.These MVCs support our revenues and serve to mitigate the financial impact associated with declining volumes.Operation and Maintenance ExpensesWe seek to maximize the profitability of our operations in part by minimizing, to the extent appropriate, expenses directly tied to operating ourassets. Direct labor costs, compression costs, ad valorem taxes, repair and non-capitalized maintenance costs, integrity management costs,utilities and contract services comprise the most significant portion of our operation and maintenance expense. Other than utilities expense, theseexpenses are largely independent of volumes delivered through our gathering systems but may fluctuate depending on the activities performedduring a specific period.Segment Adjusted EBITDASegment adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements suchas investors, commercial banks, research analysts and others.Segment adjusted EBITDA is used to assess:•the ability of our assets to generate cash sufficient to make cash distributions and support our indebtedness;•the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;•our operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regardto financing or capital structure;•the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities; and•the financial performance of our assets without regard to (i) income or loss from equity method investees, (ii) the impact of the timing ofminimum volume commitment shortfall payments under our gathering agreements or (iii) the timing of impairments or other noncashincome or expense items.Items Affecting the Comparability of Our Financial ResultsOur historical results of operations may not be comparable to our future results of operations for the reasons described below:•The consolidated financial statements reflect the results of operations of Summit Utica since December 2014. We accounted for the dropdown of these assets on an "as-if pooled" basis because the transactions were executed by entities under common control.•The consolidated financial statements reflect the results of operations of Tioga Midstream since April 2014. We accounted for the dropdown of these assets on an "as-if pooled" basis because the transactions were executed by entities under common control.•The consolidated financial statements reflect the results of operations of Ohio Gathering since January 2014. We accounted for the dropdown of these assets on an "as-if pooled" basis because the transactions were executed by entities under common control.Additional Information. For additional information, see the "Results of Operations" section herein and the notes to the consolidated financialstatements. For information on impending accounting changes that are expected to materially impact our financial results reported in futureperiods, see Note 2 to the consolidated financial statements.54Table of ContentsResults of OperationsOur financial results are recognized as follows:Gathering services and related fees. Revenue earned from the gathering, treating and processing services that we provide to our natural gas andcrude oil producer customers.Natural gas, NGLs and condensate sales. Revenue earned from (i) the sale of physical natural gas and NGLs purchased under percentage-of-proceeds arrangements with certain of our customers on the Bison Midstream and Grand River systems, (ii) the sale of natural gas we retain fromcertain DFW Midstream customers and (iii) the sale of condensate we retain from our gathering services on the Grand River system.Other revenues. Revenue earned primarily from (i) certain costs for which our Bison Midstream and Grand River customers have agreed toreimburse us and (ii) connection fees for customers of the Polar and Divide system.Cost of natural gas and NGLs. The cost of natural gas and NGLs represents the costs associated with the percent-of-proceeds arrangementsunder which we sell natural gas and NGLs purchased from certain of our customers on the Bison Midstream and Grand River systems.Operation and maintenance. Operation and maintenance primarily comprises direct labor costs, compression costs, ad valorem taxes, repair andnon-capitalized maintenance costs, integrity management costs, utilities and contract services. These items represent the most significant portionof our operation and maintenance expense. Other than utilities expense, these expenses are largely independent of variations in throughputvolumes but may fluctuate depending on the activities performed during a specific period.General and administrative. Expenses associated with our operations that are not specifically associated with the operation and maintenance ofa particular system or another cost and expense line item. These expenses largely reflect salaries, benefits and incentive compensation,professional fees, insurance and rent.Depreciation and amortization. The depreciation of our property, plant and equipment and the amortization of our contract and right-of-wayintangible assets.Transaction costs. Financial and legal advisory costs associated with completed acquisitions.Other income or expense. Generally represents other items of gain or loss but may also include interest income.Interest expense. Interest expense associated with our Revolving Credit Facility, our Senior Notes and debt that was previously incurred by SMPHoldings and allocated to SMLP in connection with the 2016 Drop Down.Deferred Purchase Price Obligation expense. Represents the expense associated with the Deferred Purchase Price Obligation.Income tax expense or benefit. Represents the expense or benefit associated with the Texas Margin Tax.Income or loss from equity method investees. Represents the income or loss associated with our ownership interest in Ohio Gathering.55Table of ContentsConsolidated Overview of the Years Ended December 31, 2016, 2015 and 2014The following table presents certain consolidated and operating data for the years ended December 31. Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014 (Dollars in thousands)Revenues: Gathering services and related fees$345,961 $337,819 $267,478 2 % 26 %Natural gas, NGLs and condensate sales35,833 42,079 97,094 (15)% (57)%Other revenues20,568 20,659 22,597 — % (9)%Total revenues402,362 400,557 387,169 — % 3 %Costs and expenses: Cost of natural gas and NGLs27,421 31,398 72,415 (13)% (57)%Operation and maintenance95,334 94,986 94,869 — % — %General and administrative52,410 45,108 43,281 16 % 4 %Depreciation and amortization112,239 105,117 90,878 7 % 16 %Transaction costs1,321 1,342 2,985 (2)% (55)%Environmental remediation— 21,800 5,000 * *Loss (gain) on asset sales, net93 (172) 442 * *Long-lived asset impairment1,764 9,305 5,505 * *Goodwill impairment— 248,851 54,199 * *Total costs and expenses290,582 557,735 369,574 (48)% 51 %Other income116 2 1,189 * *Interest expense(63,810) (59,092) (48,586) 8 % 22 %Deferred Purchase Price Obligation expense(55,854) — — * — %Loss before income taxes and loss from equitymethod investees(7,768) (216,268) (29,802) * *Income tax (expense) benefit(75) 603 (854) * *Loss from equity method investees(30,344) (6,563) (16,712) * (61)%Net loss$(38,187) $(222,228) $(47,368) (83)% * Operating Data: Aggregate average daily throughput – natural gas(MMcf/d)1,528 1,499 1,423 2 % 5 %Aggregate average daily throughput – liquids (Mbbl/d)88.9 67.7 40.7 31 % 66 %__________* Not considered meaningfulVolumes – Gas. Natural gas throughput volumes increased 29 MMcf/d during the year ended December 31, 2016, as compared to the prior year,primarily reflecting:•a volume throughput increase of 149 MMcf/d for the Utica Shale segment.•a volume throughput decrease of 63 MMcf/d for the Marcellus Shale segment.•a volume throughput decrease of 33 MMcf/d for the Barnett Shale segment.•a volume throughput decrease of 23 MMcf/d for the Piceance/DJ Basins segment.Natural gas throughput volumes increased 76 MMcf/d during the year ended December 31, 2015, as compared to the prior year, primarilyreflecting:•a volume throughput increase of 96 MMcf/d for the Marcellus Shale segment.•a volume throughput increase of 36 MMcf/d for the Utica Shale segment.56Table of Contents•a volume throughput decrease of 54 MMcf/d for the Piceance/DJ Basins segment.Volumes – Liquids. Crude oil and produced water throughput volumes increased 21.2 Mbbl/d during the year ended December 31, 2016, primarilyreflecting the continued development of the Polar and Divide and Tioga Midstream systems, new pad site connections and producers' ongoingdrilling activity, partially offset by the second quarter 2016 impact of certain customers shutting in existing production while completion activitiesoccurred.Crude oil and produced water throughput volumes increased 27.0 Mbbl/d during the year ended December 31, 2015, primarily reflecting thecontinued development of the Polar and Divide and Tioga Midstream systems, new pad site connections and producers' ongoing drilling activity,partially offset by the impact of an early-January 2015 shut in of certain produced water and crude oil gathering pipelines constrained volumethroughput in the first nine months of 2015 (see Note 15 to the consolidated financial statements).Revenues. Total revenues increased $1.8 million, or 0.5%, during the year ended December 31, 2016, as compared to the prior year, primarilyreflecting:•an $8.1 million increase in gathering services and related fees primarily as a result of increases for the Utica Shale and Williston Basinsegments, partially offset by decreases for the Piceance/DJ Basins, Barnett Shale and Marcellus Shale segments.•a $6.2 million decline in natural gas, NGLs and condensate sales due to decreases for the Williston Basin, Piceance/DJ Basins andBarnett Shale segments.Total revenues increased $13.4 million, or 3%, during the year ended December 31, 2015, as compared to the prior year, primarily reflecting:•a $70.3 million increase in gathering services and related fees primarily as a result of the recognition in 2015 of $34.4 million of previouslydeferred revenue at Grand River (see Note 8 to the consolidated financial statements) and general growth across all segments.•a $55.0 million decrease in natural gas, NGLs and condensate sales for the Williston Basin, Piceance/DJ Basins and Barnett Shalesegments primarily as a result of the impact of commodity price declines.Gathering Services and Related Fees. The increase in gathering services and related fees during the year ended December 31, 2016 primarilyreflected:•an increase of $27.1 million for the Williston Basin segment primarily due to higher volume throughput on the Polar and Divide system aswell as the growth of the Tioga Midstream system.•an increase of $19.6 million for the Utica Shale segment due to the development of the Summit Utica system.•a $27.9 million decrease in gathering services and related fees for the Piceance/DJ Basins segment primarily as a result of the 2015recognition of $34.4 million of deferred revenue for the Grand River system.•an $8.2 million decrease for the Barnett Shale segment primarily due to lower volume throughput on the DFW Midstream system.The increase in gathering services and related fees during the year ended December 31, 2015 primarily reflected:•the above-mentioned $34.4 million recognition of previously deferred revenue for the Grand River system.•higher volume throughput for the Polar and Divide, Tioga Midstream, Mountaineer Midstream and Summit Utica systems.Natural Gas, NGLs and Condensate Sales. The decrease in natural gas, NGLs and condensate sales during the year ended December 31, 2016primarily reflected the impact on pricing and throughput of lower commodity prices on our Williston Basin, Piceance/DJ Basins and Barnett Shalesegments, which in turn impacted volume throughput as well as the associated sales, during the first half of 2016. The decrease in natural gas, NGLs and condensate sales during the year ended December 31, 2015 was primarily a result of the impact on pricingand throughput of declining commodity prices during 2015 on our Williston Basin, Piceance/DJ Basins and Barnett Shale segments.Commodity prices and changes therein have a direct impact on our percent-of-proceeds arrangements for the Bison Midstream and Grand Riversystems, our fuel retainage revenue for the DFW Midstream system and condensate revenue for the Grand River system.57Table of ContentsCosts and Expenses. Total costs and expenses decreased $267.2 million, or 48%, for the year ended December 31, 2016, as compared to theprior year, primarily reflecting:•the 2015 recognition of $248.9 million of goodwill impairments for the Williston Basin and Piceance/DJ Basins segments.•the 2015 recognition of a $21.8 million environmental remediation accrual for assets contributed to Polar and Divide in connection with the2016 Drop Down.•a $7.5 million decrease in long-lived asset impairments, primarily for the Williston Basin segment.•a $4.0 million decrease in cost of natural gas and NGLs for the Bison Midstream and Grand River systems primarily due the impact ofdeclining commodity prices on their percent-of-proceeds and condensate sales activity during the first half of 2016.•a $7.3 million increase in general and administrative expense primarily due to an increase in salaries, benefits and incentivecompensation.•a $7.1 million increase in depreciation and amortization for all segments.Total costs and expenses increased $188.2 million, or 51%, for the year ended December 31, 2015, as compared to the prior year, primarilyreflecting:•the 2015 recognition of $248.9 million of goodwill impairments for the Williston Basin and Piceance/DJ Basins segments.•the 2015 recognition of a $21.8 million environmental remediation accrual for assets contributed to Polar and Divide in connection with the2016 Drop Down.•a $14.2 million increase in depreciation and amortization expense for all systems, except DFW Midstream.•the 2014 recognition of a $54.2 million goodwill impairment for the Williston Basin segment.•a $41.0 million decrease resulting from lower cost of natural gas and NGLs for the Bison Midstream and Grand River systems.•the 2014 recognition of a $5.0 million environmental remediation accrual for assets contributed to Polar and Divide in connection with the2016 Drop Down.Cost of Natural Gas and NGLs. The decrease in cost of natural gas and NGLs during the year ended December 31, 2016 largely reflected theimpact on pricing and throughput of lower comparative commodity prices on our Williston Basin and Piceance/DJ Basins segments during the firsthalf of 2016 and the associated impact on (i) our percent-of-proceeds arrangements for the Bison Midstream system and (ii) our percent-of-proceeds arrangements and condensate sales for the Grand River system.The decrease in cost of natural gas and NGLs for the year ended December 31, 2015 largely reflected the impact on pricing and throughput ofdeclining commodity prices on our Williston Basin and Piceance/DJ Basins segments and the associated impact on our percent-of-proceedsarrangements for the Bison Midstream and Grand River systems.Operation and Maintenance. Operation and maintenance expense increased during the year ended December 31, 2016 primarily reflecting (i)overall increases for Utica Shale and Williston Basin segments, primarily as a result of the development of the Summit Utica, Tioga Midstreamand Polar and Divide systems and (ii) an increase for the Marcellus Shale segment for expenses associated with repairs to rights-of-ways on theMountaineer Midstream system. The impact of these items was partially offset by declines for the Piceance/DJ Basins and Barnett Shalesegments.Operation and maintenance expense increased during the year ended December 31, 2015 primarily reflecting an environmental remediation accrualfor assets contributed to Polar and Divide, an increase in connection fee pass-through expense for Polar and Divide as a result of increasedvolumes (revenue component is recognized in other revenues), an increase in property taxes and an increase in compensation expense. Theseincreases were partially offset by volume-driven declines in electricity expense associated with DFW Midstream's electric-drive compressionassets and a decline in pass-through electricity expense for Grand River (revenue component is recognized in other revenues.)General and Administrative. General and administrative expense increased during the year ended December 31, 2016 primarily reflecting anincrease in expenses for salaries, benefits and incentive compensation.58Table of ContentsGeneral and administrative expense increased during the year ended December 31, 2015 reflecting an increase in salaries, benefits and incentivecompensation and an increase in rent expense. These increases were partially offset by a decline in professional services, primarily the result ofexpenses incurred in 2014 in connection with our obligations under Section 404 of the Sarbanes-Oxley Act of 2002 and our adoption of InternalControl - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO 2013").Depreciation and Amortization. The increase in depreciation and amortization expense during 2016 and 2015 was largely driven by an increase inassets placed into service.Transaction Costs. Transaction costs recognized during the year ended December 31, 2016 primarily relate to financial and legal advisory costsassociated with the 2016 Drop Down. Transaction costs recognized during the year ended December 31, 2015 primarily relate to financial and legaladvisory costs associated with the Polar and Divide Drop Down. Transaction costs recognized during the year ended December 31, 2014 primarilyrelate to financial and legal advisory costs associated with the Red Rock Drop Down. Transaction costs in 2015 and 2014 also include financialand legal advisory expenses incurred by Summit Investments for third-party acquisitions that were allocated to us in connection with the 2016Drop Down.Interest Expense. The increase in interest expense during the year ended December 31, 2016 was primarily driven by (i) higher costs associatedwith increased borrowings on our Revolving Credit Facility and (ii) debt incurred by Summit Investments that was allocated to the Partnership inconnection with the 2016 Drop Down. The Revolving Credit Facility borrowings incurred in March 2016 in connection with funding a portion of the2016 Drop Down purchase price replaced the lower-rate Summit Investments' debt that had been allocated to us prior to our March 2016 closing ofthe 2016 Drop Down, resulting in an increase in interest expense.The increase in interest expense during the year ended December 31, 2015 was primarily driven by our July 2014 issuance of the 5.5% SeniorNotes and an increase in interest expense allocated to us in connection with the 2016 Drop Down.Deferred Purchase Price Obligation Expense. Deferred Purchase Price Obligation expense recognized in 2016 relates to our March 2016 issuanceof the deferred payment in connection with the 2016 Drop Down (see Notes 2 and 16 to the consolidated financial statements).For additional information, see the "Segment Overview of the Years Ended December 31, 2016, 2015 and 2014" and "Corporate and OtherOverview of the Years Ended December 31, 2016, 2015 and 2014" sections herein.Segment Overview of the Years Ended December 31, 2016, 2015 and 2014Utica Shale. Our ownership interest in Ohio Gathering is the primary component of the Utica Shale reportable segment. Ohio Gathering wasacquired from a subsidiary of Summit Investments in March 2016. The Utica Shale reportable segment also includes the Summit Utica system,which was acquired from a subsidiary of Summit Investments in March 2016.Volume throughput for our Summit Utica system and for Ohio Gathering follows. Utica Shale Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014Average daily throughput (MMcf/d) (1)186 37 1 * * Ohio Gathering average daily throughput (MMcf/d) (2)865 645 270 34% 139%__________* Not considered meaningful(1) For the period of SMLP's ownership in 2014, average throughput was 12 MMcf/d.(2) Gross basis, represents 100% of volume throughput for Ohio Gathering, based on a one-month lag.Volume throughput increased in 2016 and 2015 due to our continued buildout of the Summit Utica system and our customer's commissioning ofnew wells throughout 2015 and into 2016.59Table of ContentsFinancial data for our Utica Shale reportable segment follows. Utica Shale Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014 (Dollars in thousands)Revenues: Gathering services and related fees$24,263 $4,700 $190 * *Total revenues24,263 4,700 190 * *Costs and expenses: Operation and maintenance2,280 1,017 — 124 % *General and administrative948 1,477 20 (36)% *Depreciation and amortization4,331 1,417 — * *Loss (gain) on asset sales, net(4) — — * *Total costs and expenses7,555 3,911 20 93 % *Add: Proportional adjusted EBITDA for equity method investees (1)45,602 33,667 6,006 Depreciation and amortization4,331 1,417 — Loss (gain) on asset sales, net(4) — — Segment adjusted EBITDA$66,637 $35,873 $6,176 86 % *__________* Not considered meaningful(1) Represents our proportional share of adjusted EBITDA for Ohio Gathering, based on a one-month lag.Year ended December 31, 2016. Segment adjusted EBITDA increased $30.8 million during 2016 primarily reflecting:•the growth and development of the Summit Utica system.•an $11.9 million increase in our proportional share of Ohio Gathering's adjusted EBITDA primarily due to growth and development in thefirst half of 2016. Volume growth decelerated for both OGC and OCC beginning in the third quarter of 2016 thereby slowing the year-over-year overall increase.Depreciation and amortization increased over 2015 as a result of placing assets into service at the Summit Utica system.Year ended December 31, 2015. Segment adjusted EBITDA increased $29.7 million during 2015 primarily reflecting:•a $27.7 million increase in our proportional share of Ohio Gathering's adjusted EBITDA due to ongoing growth and development.•a full year of operations in 2015 as well as the growth and development of the Summit Utica system.Depreciation and amortization increased over 2014 as a result of placing assets into service at the Summit Utica system.Williston Basin. The Bison Midstream, Polar and Divide and Tioga Midstream systems provide our midstream services for the Williston Basinreportable segment. Polar and Divide was acquired from subsidiaries of Summit Investments in May 2015, with additional assets that currentlycomprise a portion of the Polar and Divide system, subsequently acquired from Summit Investments in March 2016. Tioga Midstream wasacquired from a subsidiary of Summit Investments in March 2016. Our results include activity for (i) the Bison Midstream and Polar and Dividesystems for all periods presented and (ii) the Tioga Midstream system since April 2014.60Table of ContentsOperating data for our Williston Basin reportable segment follows. Williston Basin Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014Aggregate average daily throughput – liquids (Mbbl/d)88.9 67.7 40.7 31 % 66%Aggregate average daily throughput – natural gas (MMcf/d)22 23 18 (4)% 28%Liquids. The increase in liquids volume throughput during 2016 reflects the completion of new wells across our gathering footprint and theconnection of pad sites that had been previously using third-party trucks to gather crude oil and/or produced water. In addition, the impact of anearly-January 2015 shut in of certain produced water and crude oil gathering pipelines constrained 2015 volume throughput.The increase in liquids volume throughput in 2015 reflect new pad site connections and ongoing drilling activity in the Polar and Divide system'sservice area.Natural gas. Natural gas volume throughput remained flat during 2016 largely reflecting the offsetting effects of the growth of the Tioga Midstreamsystem throughout 2015 and into the first quarter of 2016 and lower volume throughput on the Bison Midstream system.Natural gas volume throughput increased in 2015 due to growth on the Tioga Midstream system and increases in gas-to-oil ratios on existingproduction. This effect was partially offset by the effects of customers reducing their drilling activities in response to continued declines incommodity prices.61Table of ContentsFinancial data for our Williston Basin reportable segment follows. Williston Basin Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014 (Dollars in thousands)Revenues: Gathering services and related fees$89,962 $62,899 $41,766 43 % 51 %Natural gas, NGLs and condensate sales20,158 23,525 56,040 (14)% (58)%Other revenues12,054 12,505 12,001 (4)% 4 %Total revenues122,174 98,929 109,807 23 % (10)%Costs and expenses: Cost of natural gas and NGLs20,384 23,090 54,481 (12)% (58)%Operation and maintenance28,430 26,586 22,926 7 % 16 %General and administrative2,576 5,400 8,474 (52)% (36)%Depreciation and amortization33,676 31,376 24,027 7 % 31 %Environmental remediation— 21,800 5,000 * *Loss (gain) on asset sales, net88 5 296 * *Long-lived asset impairment569 7,554 — * *Goodwill impairment— 203,373 54,199 * *Total costs and expenses85,723 319,184 169,403 (73)% 88 %Add: Depreciation and amortization33,676 31,376 24,027 Adjustments related to MVC shortfall payments8,691 11,870 10,743 Unit-based compensation— 85 340 Loss (gain) on asset sales, net88 5 296 Long-lived asset impairment569 7,554 — Goodwill impairment— 203,373 54,199 Segment adjusted EBITDA$79,475 $34,008 $30,009 134 % 13 %__________* Not considered meaningfulYear ended December 31, 2016. Segment adjusted EBITDA increased $45.5 million during 2016 primarily reflecting:•a $23.9 million increase, after taking into account the adjustments related to MVC shortfall payments, in gathering services and relatedfees primarily due to (i) the development of the Polar and Divide and Tioga Midstream systems, (ii) higher gathering rates associated witha rate redetermination, which was in effect in the first and second quarters of 2016 and (iii) the prior-year impact of an early-January 2015shut in of certain produced water and crude oil gathering pipelines.•the 2015 recognition of an additional accrual of $21.8 million for environmental remediation costs associated with a produced waterpipeline that became part of the Polar and Divide system in connection with the 2016 Drop Down.•a $2.8 million decrease in general and administrative expense largely as a result of a higher allocation of certain corporate general andadministrative expenses in 2015 for both the Polar and Divide and Tioga Midstream systems (see the "Corporate and Other Overview ofthe Years Ended December 31, 2016, 2015 and 2014—General and Administrative" section herein).Other items to note:•Depreciation and amortization increased during 2016 largely as a result of assets placed into service.•In September 2015, we impaired certain property, plant and equipment balances associated with terminated projects. These impairmentshad no impact on segment adjusted EBITDA for the year ended December 31, 2015.62Table of Contents•In the fourth quarter of 2015, we recognized a goodwill impairment for the Polar and Divide system. This impairment had no impact onsegment adjusted EBITDA for the year ended December 31, 2015.Year ended December 31, 2015. Segment adjusted EBITDA increased $4.0 million during 2015 primarily reflecting:•a $22.3 million increase, after taking into account the adjustments related to MVC shortfall payments, in gathering services and relatedfees primarily due to the impact of higher volume throughput and higher gathering rates associated with amendments to liquids contractsin 2014 generated by the Polar and Divide system.•a $3.1 million decline in general and administrative expenses primarily as a result of our decision to discontinue allocating certaincorporate general and administrative expenses to our reportable segments beginning in the first quarter of 2015.•a $16.8 million increase in environmental remediation accruals associated with assets contributed to Polar and Divide in connection withthe 2016 Drop Down.•a $3.7 million increase in operation and maintenance expense largely as a result of system buildout on the Polar and Divide and TiogaMidstream systems.Other items to note:•Depreciation and amortization increased during 2015 largely as a result of assets placed into service that were acquired in connection withthe Polar and Divide Drop Down and the 2016 Drop Down.•In September 2015, we impaired certain property, plant and equipment balances associated with terminated projects. These impairmentshad no impact on segment adjusted EBITDA for the year ended December 31, 2015.•In the fourth quarter of 2015, we recognized a goodwill impairment for the Polar and Divide system. In the fourth quarter of 2014, werecognized a goodwill impairment for the Bison Midstream system. These impairments had no impact on segment adjusted EBITDA forthe year ended December 31, 2015 or 2014.Piceance/DJ Basins. The Grand River system provides midstream services for the Piceance/DJ Basins reportable segment. The Red RockGathering system was acquired from a subsidiary of Summit Investments in March 2014. Niobrara G&P was acquired from a subsidiary of SummitInvestments in March 2016. Our results include activity for the Grand River, Red Rock Gathering and Niobrara G&P systems for all periodspresented.Operating data for our Piceance/DJ Basins reportable segment follows. Piceance/DJ Basins Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014Aggregate average daily throughput (MMcf/d)586 609 663 (4)% (8)%Volume throughput decreased during 2016 primarily as a result of the continued suspension of drilling activities by one of Grand River's keycustomers and the resulting natural declines from existing production. The impact of these decreases was partially offset by an increase in volumethroughput by other producer customers.Volume throughput declined during 2015 primarily as a result of the suspension of drilling activities by one of Grand River's key customers and theresulting natural declines from existing production. The impact of these factors was partially offset by volume throughput from new pad siteconnections for WPX (subsequently acquired by Terra) and Ursa Resources Group II as well as the March 2014 start-up of a cryogenic processingplant servicing production from Black Hills Corporation.63Table of ContentsFinancial data for our Piceance/DJ Basins reportable segment follows. Piceance/DJ Basins Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014 (Dollars in thousands)Revenues: Gathering services and related fees$133,436 $161,291 $122,852 (17)% 31 %Natural gas, NGLs and condensate sales9,808 11,854 27,606 (17)% (57)%Other revenues6,659 7,273 11,019 (8)% (34)%Total revenues149,903 180,418 161,477 (17)% 12 %Costs and expenses: Cost of natural gas and NGLs7,082 8,308 17,934 (15)% (54)%Operation and maintenance33,524 36,674 37,945 (9)% (3)%General and administrative3,027 3,624 10,029 (16)% (64)%Depreciation and amortization49,140 47,433 42,959 4 % 10 %Loss (gain) on asset sales, net9 (190) 146 * *Long-lived asset impairment— 1,220 — * *Goodwill impairment— 45,478 — * *Total costs and expenses92,782 142,547 109,013 (35)% 31 %Other income— — 1,185 * *Add: Depreciation and amortization49,140 47,433 42,959 Adjustments related to MVC shortfall payments2,971 (21,590) 15,194 Loss (gain) on asset sales, net9 (190) 146 Long-lived asset impairment— 1,220 — Goodwill impairment— 45,478 — Less: Impact of purchase price adjustment— — 1,185 Segment adjusted EBITDA$109,241 $110,222 $110,763 (1)% — %__________* Not considered meaningfulYear ended December 31, 2016. Segment adjusted EBITDA decreased $1.0 million during 2016 primarily reflecting:•a $3.3 million decrease in gathering services and related fees, after taking into account the adjustments related to MVC shortfallpayments, primarily as a result of declining volumes from one of Grand River's key customers. This impact was partially offset by higheraverage volume throughput and rates due to a shift in customer mix.•a $3.2 million decrease in operation and maintenance primarily due to lower general repairs and maintenance expenses.Other items to note:•Depreciation and amortization increased during 2016 largely as a result of an increase in contract amortization for one of Grand River's keycustomers.•A portion of the change in adjustments for MVC shortfall payments is associated with our September 2015 decision to no longer defer$34.4 million of MVC shortfall payments from a certain Grand River customer. As a result, the decrease in gathering services and relatedfees compared with 2015 was offset by the change in adjustments related to MVC shortfall payments, with no impact on segmentadjusted EBITDA (see Note 8 to the consolidated financial statements).64Table of ContentsYear ended December 31, 2015. Segment adjusted EBITDA decreased $0.5 million during 2015 primarily reflecting:•a $6.1 million decrease in margin primarily due to the impact on price and throughput of declining commodity prices which negativelyimpacted the margins that we earn from our percent-of-proceeds contracts.•a $2.0 million increase in operation and maintenance, net of the decrease in pass-through expenses which are also included in otherrevenues, primarily as a result of compression-related expenses and higher property tax expense.•a $6.4 million decrease in general and administrative primarily as a result of the previously mentioned decision to discontinue allocatingcertain corporate general and administrative expenses to our reportable segments.•a $1.7 million increase in gathering services and related fees, after taking into account the adjustments related to MVC shortfall payments,primarily as a result of the contribution from Niobrara G&P, partially offset by declining volumes from one of Grand River's key customers.Other items to note:•The decrease in other revenues was primarily a result of a decline in certain electricity expense reimbursements, which due to their pass-through nature, had no impact on segment adjusted EBITDA•Depreciation and amortization increased during 2015 largely as a result of an increase in contract amortization for Grand River's keycustomer, the March 2014 commissioning of a cryogenic processing plant and the development of Niobrara G&P.•A portion of the change in adjustments for MVC shortfall payments is associated with our September 2015 decision to no longer deferMVC shortfall payments from a certain Grand River customer. As a result, the increase in gathering services and related fees comparedwith 2014 was offset by the change in adjustments related to MVC shortfall payments, with no impact on segment adjusted EBITDA (seeNote 8 to the consolidated financial statements).•During 2015, we identified certain events, facts and circumstances which indicated that certain of our property, plant and equipment wasimpaired. As such, we recognized a long-lived asset impairment. This impairment had no impact on segment adjusted EBITDA for theyear ended December 31, 2015.•The goodwill impairment recognized in 2015 relates to our determination that all of the goodwill associated with the Grand River reportingunit had been impaired. This impairment had no impact on segment adjusted EBITDA for the year ended December 31, 2015.Barnett Shale. The DFW Midstream system provides our midstream services for the Barnett Shale reportable segment. In September 2014, DFWMidstream acquired certain natural gas gathering assets (the "Lonestar assets") from a third party. Our results include activity for (i) the DFWMidstream system for all periods presented and (ii) the Lonestar assets since September 2014.Operating data for our Barnett Shale reportable segment follows. Barnett Shale Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014Average daily throughput (MMcf/d)319 352 358 (9)% (2)%Volume throughput declined during 2016 reflecting reduced drilling and completion activity, together with natural production declines, partially offsetby the commissioning of an 11-well pad site in the second quarter of 2016 and the commissioning of 14 wells in December 2015 and January2016.Volume throughput was relatively flat during 2015 reflecting several offsetting effects related to customer drilling and completion activities, thecontribution from the Lonestar assets beginning in the fourth quarter of 2014 and a lack of drilling activity by DFW Midstream's then-key customer,Chesapeake.65Table of ContentsFinancial data for our Barnett Shale reportable segment follows. Barnett Shale Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014 (Dollars in thousands)Revenues: Gathering services and related fees$72,234 $80,461 $79,976 (10)% 1 %Natural gas, NGLs and condensate sales5,867 6,700 13,448 (12)% (50)%Other revenues1,855 881 (423) 111 % *Total revenues79,956 88,042 93,001 (9)% (5)%Costs and expenses: Operation and maintenance24,594 25,823 29,438 (5)% (12)%General and administrative1,088 1,297 4,607 (16)% (72)%Depreciation and amortization15,671 15,606 15,657 — % — %Loss (gain) on asset sales, net— 13 — * *Long-lived asset impairment1,195 531 5,505 * *Total costs and expenses42,548 43,270 55,207 (2)% (22)%Add: Depreciation and amortization16,093 16,392 16,601 Adjustments related to MVC shortfall payments(62) (2,182) 628 Loss (gain) on asset sales, net— 13 — Long-lived asset impairment1,195 531 5,505 Segment adjusted EBITDA$54,634 $59,526 $60,528 (8)% (2)%__________*Not considered meaningfulYear ended December 31, 2016. Segment adjusted EBITDA decreased $4.9 million during 2016 primarily reflecting:•a $6.1 million decrease, after taking into account the adjustments related to MVC shortfall payments, in gathering services and relatedfees largely as a result of reduced volume throughput.•a $1.2 million decrease in operation and maintenance expense largely as a result of lower electricity expense. The decline in electricityexpense was largely the result of (i) lower volumes not requiring as much compression as the prior-year period and (ii) the impact of lowernatural gas prices on our cost of electricity.Other items to note:•Other revenues also reflect the effect of a $0.8 million increase in electricity expense reimbursements that we began passing through tocertain customers beginning in the fourth quarter of 2016. Previously we had retained a portion of the gathered natural gas which was thensold to offset the electricity expense necessary to operate our electric-drive compression assets. Due to their pass-through nature, theserevenues had no impact on segment adjusted EBITDA.•The long-lived asset impairments in 2016 and 2015 reflect our decisions to impair certain property, plant and equipment balancesassociated with the decommissioning of certain assets. These impairments had no impact on segment adjusted EBITDA for the yearsended December 31, 2016 or 2015.Year ended December 31, 2015. Segment adjusted EBITDA decreased $1.0 million during 2015 primarily reflecting:•a $6.7 million decrease in natural gas, NGLs and condensate sales primarily due to the impact of declining natural gas prices on the fuelretainage fee that is paid in-kind by certain of our customers to offset the costs we incur to operate DFW Midstream's electric-drivecompression assets.66Table of Contents•a $3.6 million decrease in operation and maintenance primarily due to lower electricity expense. The decline in electricity expense waslargely the result of the impact of lower natural gas prices on our cost of electricity. This decline was partially offset by an increase incompression expense.•a $3.3 million decline in general and administrative expenses primarily as a result of our decision to discontinue allocating certaincorporate general and administrative expenses to our reportable segments beginning in the first quarter of 2015.The long-lived asset impairments in 2015 and 2014 reflect our decisions to impair certain property, plant and equipment balances associated withthe decommissioning of certain assets. These impairments had no impact on segment adjusted EBITDA for the years ended December 31, 2015or 2014.Marcellus Shale. The Mountaineer Midstream system provides our midstream services for the Marcellus Shale reportable segment.Volume throughput for the Marcellus Shale reportable segment follows. Marcellus Shale Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014Average daily throughput (MMcf/d)415 478 382 (13)% 25%Volume throughput declined during 2016 due to natural production declines which were not offset by new production as a result of Antero's decisionto defer completion activities in the third quarter of 2015. Volume throughput during 2016 was also impacted by repairs on a third-party NGLpipeline located downstream of the Sherwood Processing Complex in June and July 2016 limiting the amount of natural gas we could deliver duringthe repair work.The increase in volume throughput in 2015 was primarily driven by Antero's connection of new wells located upstream of the MountaineerMidstream system.Financial data for our Marcellus Shale reportable segment follows. Marcellus Shale Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014 (Dollars in thousands)Revenues: Gathering services and related fees$26,111 $28,468 $22,694 (8)% 25 %Total revenues26,111 28,468 22,694 (8)% 25 %Costs and expenses: Operation and maintenance6,506 4,886 4,560 33 % 7 %General and administrative402 368 2,194 9 % (83)%Depreciation and amortization8,841 8,682 7,648 2 % 14 %Total costs and expenses15,749 13,936 14,402 13 % (3)%Add: Depreciation and amortization8,841 8,682 7,648 Segment adjusted EBITDA$19,203 $23,214 $15,940 (17)% 46 %Year ended December 31, 2016. Segment adjusted EBITDA decreased $4.0 million during 2016 primarily reflecting:•a $2.4 million decrease in gathering services and related fees primarily as a result of lower volume throughput and lower compressionrevenues due to a shift in volume mix. These declines were partially offset by an increase in minimum revenue commitment payments.•a $1.6 million increase in operation and maintenance primarily as a result of expenses associated with repairs to rights-of-way.67Table of ContentsYear ended December 31, 2015. Segment adjusted EBITDA increased $7.3 million during 2015 primarily reflecting:•a $5.8 million increase in gathering services and related fees primarily as a result of an increase in volume throughput and minimumrevenue commitment payments related to the Zinnia Loop project, beginning in the first quarter of 2015.•a $1.8 million decrease in general and administrative primarily as a result of the previously mentioned decision to discontinue allocatingcertain corporate general and administrative expenses to our reportable segments.Depreciation and amortization increased during 2015 largely as a result of commissioning the Zinnia Loop project late in the third quarter of 2014.Corporate and Other Overview of the Years Ended December 31, 2016, 2015 and 2014Corporate and other represents those results that are not specifically attributable to a reportable segment or that have not been allocated to ourreportable segments, including certain general and administrative expense items, transaction costs, interest expense and Deferred Purchase PriceObligation income or expense. Items to note follow. Corporate and Other Year ended December 31, Percentage Change 2016 2015 2014 2016 v. 2015 2015 v. 2014 (Dollars in thousands)Costs and expenses: General and administrative$44,369 $32,942 $17,957 35 % 83 %Transaction costs1,321 1,342 2,985 (2)% (55)%Interest expense (1)63,810 59,092 48,586 8 % 22 %Deferred Purchase Price Obligation expense55,854 — — * *__________* Not considered meaningful(1) Includes interest expense on debt allocated to the 2016 Drop Down Assets during the common control period (see Note 2 to the consolidated financialstatements).General and Administrative. In the first quarter of 2015, the Partnership discontinued allocating certain administrative expenses, primarily salaries,benefits, incentive compensation and rent expense, to its then-reportable segments. As a result, the amount of expense allocated to and reportedwithin the Company’s operating segments decreased, with a commensurate increase in corporate general and administrative expenses. Thischange, however, did not impact the historical results of entities under common control which were acquired subsequent to the first quarter of2015. As a result, general and administrative expense allocations were higher for Polar and Divide and the 2016 Drop Down Assets during theirrespective common control periods because Summit Investments continued to allocate these administrative expenses to its non-Partnershipsubsidiaries. With respect to Polar and Divide, general and administrative expense allocations during the period from January 1, 2014 to May 18,2015 included items that SMLP was no longer allocating to its then-operating segments. With respect to the 2016 Drop Down Assets, general andadministrative expense allocations during the period from January 1, 2014 to March 3, 2016 included items that SMLP was no longer allocating toits then-operating segments. As such, subsequent to a given drop down, the application of the new expense allocation methodology to the newlyacquired entities resulted in a decrease in reportable segment general and administrative expenses and an increase in corporate general andadministrative expenses.The increase in general and administrative expenses during the years ended December 31, 2016 primarily reflects the impact of a change in ourexpense allocation methodology and an increase in salaries, benefits and incentive compensation.The increase in general and administrative expenses during the year ended December 31, 2015 primarily reflects the impact of a change in ourexpense allocation methodology. The increase was also a result of an increase in salaries, benefits and incentive compensation and rent expense.These increases were partially offset by a decline in professional services, primarily the result of expenses incurred in 2014 in connection with ourobligations under Section 404 of the Sarbanes-Oxley Act of 2002 and our adoption of COSO 2013.68Table of ContentsTransaction Costs. Transaction costs recognized during the year ended December 31, 2016 primarily relate to financial and legal advisory costsassociated with the 2016 Drop Down. Transaction costs recognized during the year ended December 31, 2015 primarily relate to financial and legaladvisory costs associated with the Polar and Divide Drop Down. Transaction costs recognized during the year ended December 31, 2014 primarilyrelate to financial and legal advisory costs associated with the Red Rock Drop Down. Transaction costs in 2015 and 2014 also include financialand legal advisory expenses incurred by Summit Investments for third-party acquisitions that were allocated to us in connection with the 2016Drop Down.Interest Expense. The increase in interest expense during the year ended December 31, 2016 was primarily driven by (i) higher costs associatedwith increased borrowings on our Revolving Credit Facility and (ii) debt incurred by Summit Investments that was allocated to the Partnership inconnection with the 2016 Drop Down. The Revolving Credit Facility borrowings incurred in March 2016 in connection with funding a portion of the2016 Drop Down purchase price replaced the lower-rate Summit Investments' debt that had been allocated to us prior to our March 2016 closing ofthe 2016 Drop Down, resulting in an increase in interest expense.The increase in interest expense during the year ended December 31, 2015 was primarily driven by our July 2014 issuance of the 5.5% SeniorNotes and an increase in interest expense allocated to us in connection with the 2016 Drop Down.Deferred Purchase Price Obligation Expense. Deferred Purchase Price Obligation expense recognized in 2016 relates to our March 2016 issuanceof the deferred payment in connection with the 2016 Drop Down (see Notes 2 and 16 to the consolidated financial statements).Liquidity and Capital ResourcesBased on the terms of our Partnership Agreement, we expect that we will distribute to our unitholders most of the cash generated by ouroperations. As a result, we expect to fund future capital expenditures from cash and cash equivalents on hand, cash flows generated from ouroperations, borrowings under our Revolving Credit Facility and future issuances of equity and debt instruments.Capital Markets ActivityNovember 2016 Shelf Registration Statement. In October 2016, we filed the 2016 SRS and in November 2016, the SEC declared it effective.The following transaction has been executed pursuant thereto:•In January 2017, we completed a secondary public offering of 4,000,000 SMLP common units held by a subsidiary of SummitInvestments in accordance with our obligations under several registration rights agreements. We did not receive any proceeds from thissecondary offering.Following the January 2017 secondary offering, we can issue up to $1.50 billion of debt and equity securities in primary offerings and a total of32,701,230 common units held by (i) a subsidiary of Summit Investments and (ii) affiliates of our Sponsor pursuant to the 2016 SRS. The 2016SRS expires in November 2019.July 2014 Shelf Registration Statement. In July 2014, we filed the 2014 SRS with the SEC to issue an unlimited amount of debt and equitysecurities and shortly thereafter completed a public offering of $300.0 million aggregate principal 5.5% senior unsecured notes due 2022. We usedthe proceeds to repay a portion of the outstanding borrowings under our Revolving Credit Facility.In February 2017, we amended the 2014 SRS to include additional guarantor subsidiaries and completed a public offering of $500.0 million principal5.75% senior unsecured notes due 2025. Concurrent therewith, we made a tender offer to purchase all of the outstanding 7.5% Senior Notes. Thetender offer expired on February 14, 2017 with $276.9 million validly tendered. On February 16, 2017, we issued a notice of redemption for the7.5% Senior Notes that remained outstanding subsequent to the tender offer. The remaining 7.5% Senior Notes will be redeemed on March 18,2017, with payment made on March 20, 2017. In addition to using the proceeds to purchase all of the outstanding 7.5% Senior Notes, we havealso used the proceeds to repay a portion of the outstanding borrowings under our Revolving Credit Facility.November 2013 Shelf Registration Statement. In October 2013, we filed the 2013 SRS and in November 2013, the SEC declared it effective.The following transactions have been executed pursuant to the 2013 SRS:•In March 2014, we completed an underwritten public offering of 10,350,000 common units at a price of $38.75 per unit, of which 5,300,000common units were offered by the Partnership and 5,050,000 common units were offered by a subsidiary of Summit Investments.Concurrent with the offering, our General69Table of ContentsPartner made a capital contribution to maintain its approximate 2% general partner interest. We used the proceeds from our primaryoffering of common units and the General Partner capital contribution to fund a portion of the purchase of Red Rock Gathering.•In September 2014, we completed a secondary public offering of 4,347,826 SMLP common units held by a subsidiary of SummitInvestments in accordance with our obligations under several registration rights agreements. We did not receive any proceeds from thissecondary offering.•On May 13, 2015, we completed an underwritten public offering of 6,500,000 common units at a price of $30.75 per unit. On May 22, 2015,the underwriters exercised in full their option to purchase an additional 975,000 common units from us at a price of $30.75 per unit.Concurrent with both transactions, our General Partner made a capital contribution to us to maintain its approximate 2% general partnerinterest. We used the proceeds from the May 13, 2015 offering to partially fund the Polar and Divide Drop Down. We used $25.0 million ofthe $29.0 million of proceeds from the exercise of the underwriters' option to pay down our Revolving Credit Facility.•In June 2015, we executed an equity distribution agreement and filed a prospectus and a prospectus supplement with the SEC for theissuance and sale from time to time of SMLP common units having an aggregate offering price of up to $150.0 million (the "2015 ATMProgram"). These sales will be made (i) pursuant to the terms of the equity distribution agreement between us and the sales agents namedtherein and (ii) by means of ordinary brokers' transactions at market prices, in block transactions or as otherwise agreed between us andthe sales agents. Sales of our common units may be made in negotiated transactions or transactions that are deemed to be at-the-marketofferings as defined by SEC Rules. There were no transactions under the 2015 ATM Program.•In September 2016, we completed an underwritten public offering of 5,500,000 common units at a price of $23.20 per unit. Following theoffering, our General Partner made a capital contribution to us to maintain its approximate 2% general partner interest. We used the netproceeds therefrom to pay down our Revolving Credit Facility.The 2013 SRS expired in November 2016 when it was replaced with the 2016 SRS.For additional information, see Notes 1, 9, 11 and 16 to the consolidated financial statements.DebtRevolving Credit Facility. We have a $1.25 billion senior secured Revolving Credit Facility. As of December 31, 2016, the outstanding balance ofthe Revolving Credit Facility was $648.0 million and the unused portion totaled $602.0 million. There were no defaults or events of default during2016 and, as of December 31, 2016, we were in compliance with the covenants in the Revolving Credit Facility.Senior Notes. In July 2014, the Co-Issuers co-issued the 5.5% Senior Notes, and in June 2013, they co-issued the 7.5% Senior Notes. Therewere no defaults or events of default during 2016 on either series of senior notes.SMP Holdings Credit Facility. SMP Holdings had a senior secured revolving credit facility and a senior secured term loan which were used tosupport the development of the assets acquired in the 2016 Drop Down. As such, Summit Investments allocated this debt and the associatedinterest expense to us during the common control period but retained the debt subsequent to the closing of the 2016 Drop Down.For additional information on our long-term debt and debt allocated to us, see Notes 9, 16 and 17 to the consolidated financial statements.Deferred Purchase Price ObligationIn March 2016, we entered into an agreement with a subsidiary of Summit Investments to fund a portion of the 2016 Drop Down whereby we haverecognized the Deferred Purchase Price Obligation (see Critical Accounting Estimates below and Note 16 to the consolidated financialstatements).Cash FlowsDue to the common control aspect in a drop down transaction, we account for drop downs on an “as-if pooled” basis for the periods during whichcommon control existed. As such, cash flows retrospectively reflect the cash flows associated with (i) the assets acquired from SummitInvestments and (ii) the assets and liabilities allocated to the Partnership from Summit Investments.70Table of ContentsThe components of the net change in cash and cash equivalents were as follows: Year ended December 31, 2016 2015 2014 (In thousands)Net cash provided by operating activities$230,495 $191,375 $152,953Net cash used in investing activities(534,126) (646,720) (1,384,803)Net cash provided by financing activities289,266 449,327 1,233,877Net change in cash and cash equivalents$(14,365) $(6,018) $2,027Operating activities. Cash flows from operating activities for the year ended December 31, 2016 increased primarily as a result of:•a $10.4 million increase in distributions from Ohio Gathering;•the prior-year impact of net cash paid for environmental remediation expenses; and•cash received as a result of MVCs.Cash flows from operating activities for the year ended December 31, 2015 increased primarily as a result of:•a $31.6 million increase in distributions from Ohio Gathering and•cash received as a result of MVCs.These items were partially offset by the 2015 impact of net cash paid for environmental remediation expenses.Investing activities. Details of cash flows from investing activities follow.Cash flows used in investing activities for the year ended December 31, 2016 primarily reflected:•$359.4 million for our acquisition of the assets acquired in the 2016 Drop Down;•$142.7 million of capital expenditures primarily attributable to the ongoing expansion of the 2016 Drop Down Assets and the Polar andDivide system; and•$31.6 million of capital contributions to Ohio Gathering.Cash flows used in investing activities for the year ended December 31, 2015 primarily reflected:•$288.6 million for our acquisition of the Polar and Divide system;•$272.2 million of capital expenditures primarily attributable to the buildout of the gathering systems acquired in the 2016 Drop Down andthe ongoing expansion of the Polar and Divide and Bison Midstream systems; and•$86.2 million of capital contributions to Ohio Gathering.Cash flows used in investing activities for the year ended December 31, 2014 primarily reflected:•$580.7 million of total cash flows for the acquisition of our initial investment in Ohio Gathering and the subsequent option exercise whichincreased our ownership interest to 40%;•$343.4 million of capital expenditures primarily attributable to the build out of the Summit Utica, Tioga Midstream, Niobrara G&P and Polarand Divide systems as well as expenditures to expand existing systems;•$305.0 million for our acquisition of Red Rock Gathering; and•$145.1 million of capital contributions to Ohio Gathering.Financing activities. Details of cash flows from financing activities follow.Net cash provided by financing activities for the year ended December 31, 2016 primarily reflected:•$316.0 million of net borrowings under our Revolving Credit Facility, which included $360.0 million of borrowings to fund the 2016 DropDown and reflected a repayment in September 2016 with funds from the issuance of common units noted below;•$167.5 million of distributions paid in 2016; and71Table of Contents•$125.2 million of net proceeds from the issuance of common units in September 2016.Net cash provided by financing activities for the year ended December 31, 2015 primarily reflected:•$320.5 million of cash advances from Summit Investments to fund the development of the 2016 Drop Down Assets;•$222.0 million of net proceeds from the issuance of common units in May 2015, of which $193.4 million was used to partially fund thePolar and Divide Drop Down;•$216.0 million of net borrowings under our Revolving Credit Facility, of which $92.0 million was used to partially fund the Polar and DivideDrop Down;•a $182.5 million repayment under Summit Investments' term loan; and•$152.1 million of distributions paid in 2015.Net cash provided by financing activities for the year ended December 31, 2014 primarily reflected:•$674.4 million of cash advances to fund the acquisition of Ohio Gathering, to support the buildout of the systems acquired in the 2016Drop Down and to support the buildout of the Polar and Divide system;•$300.0 million of proceeds from the 5.5% Senior Notes issuance, the net of which was used to pay down our Revolving Credit Facility. Weincurred loan costs of $5.1 million in connection with their issuance which are being amortized over the life of the notes;•$197.8 million of net proceeds from an offering of common units in March 2014, which were used to partially fund the Red Rock DropDown;•$164.0 million of net borrowings under our Revolving Credit Facility and Summit Investments revolving credit facility to partially fund theRed Rock Drop Down and the buildout of the systems acquired in the 2016 Drop Down; and•$122.2 million of distributions paid in 2014.Contractual ObligationsThe table below summarizes our contractual obligations as of December 31, 2016. Total Less than 1 year 1-3years 3-5years More than 5years (In thousands)Long-term debt and interest payments (1)$1,505,883 $63,200 $748,183 $378,000 $316,500Deferred Purchase Price Obligation (2)830,345 — — 830,345 —Purchase obligations (3)6,278 6,278 — — —Operating leases (4)9,686 3,512 5,698 476 —Total contractual obligations$2,352,192 $72,990 $753,881 $1,208,821 $316,500__________(1) For the purpose of calculating future interest on the Revolving Credit Facility, assumes no change in balance or rate from December 31, 2016. Includes a0.50% commitment fee on the unused portion of the Revolving Credit Facility. See Note 9 to the consolidated financial statements.(2) See Note 16 to the consolidated financial statements.(3) Represents agreements to purchase goods or services that are enforceable and legally binding.(4) See Item 2. Properties and Note 15 to the consolidated financial statements.In February 2017, we issued $500.0 million of 5.75% senior, unsecured notes due 2025. We used the proceeds therefrom to purchase and redeemall of the $300.0 million 7.5% Senior Notes due 2021 and to pay down $172.0 million on our Revolving Credit Facility which is due 2018.Capital RequirementsOur principal business strategy is to increase the amount of cash distributions we make to our unitholders over time. Our ability to grow cashdistributions depends, in part, on our ability to capitalize on organic growth opportunities and make acquisitions that increase the amount of cashgenerated from our operations on a per-unit basis, along with other factors.72Table of ContentsDeveloping, owning and operating midstream energy infrastructure assets requires significant investment in the maintenance of existing gatheringsystems and the construction and development of new gathering systems and other midstream assets and facilities. Our Partnership Agreementrequires that we categorize our capital expenditures as either:•maintenance capital expenditures, which are cash expenditures (including expenditures for the addition or improvement to, or thereplacement of, our capital assets or for the acquisition of existing, or the construction or development of new, capital assets) made tomaintain our long-term operating income or operating capacity; or•expansion capital expenditures, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increaseour operating income or operating capacity over the long term.For the year ended December 31, 2016, cash paid for capital expenditures totaled $142.7 million, compared with $272.2 million for the year endedDecember 31, 2015 and $343.4 million for the year ended December 31, 2014 (see Note 3 to the consolidated financial statements). Maintenancecapital expenditures totaled $17.7 million for the year ended December 31, 2016, compared with $12.7 million for the year ended December 31,2015 and $18.1 million for the year ended December 31, 2014. For the year ended December 31, 2016, contributions to equity method investeestotaled $31.6 million, compared with $86.2 million for the year ended December 31, 2015 and $145.1 million for the year ended December 31, 2014(see Note 7 to the consolidated financial statements). The year-over-year declines in cash paid for capital expenditures primarily reflected thebuildout in 2015 and 2014 of recently acquired systems and the completion of several large capital projects on legacy systems.The acquisition component of our principal business strategy has required and will continue to require significant expenditures by us.Consequently, our ability to develop and maintain sources of funds to meet our capital requirements is critical to our ability to meet our growthobjectives. We intend to continue to pursue accretive acquisitions of midstream assets from third parties. However, their size, timing and/orcontribution to our operations and financial results cannot be reasonably estimated. Furthermore, there are a number of risks and uncertainties thatcould cause our current expectations to change, including, but not limited to, (i) the ability to reach agreement with third parties; (ii) prevailingconditions and outlook in the natural gas, crude oil and natural gas liquids industries and markets and (iii) our ability to obtain financing fromcommercial banks, the capital markets, or other sources such as our Sponsor and Summit Investments, among other factors.We rely primarily on external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund ouracquisitions and expansion capital expenditures. We believe that our Revolving Credit Facility, together with financial support from our Sponsorand/or access to the debt and equity capital markets, will be adequate to finance our growth objectives for the foreseeable future without adverselyimpacting our liquidity or our ability to make quarterly cash distributions to our unitholders.Distributions, Including IDRsBased on the terms of our Partnership Agreement, we expect to distribute most of the cash generated by our operations to our unitholders. Withrespect to our payment of IDRs to the General Partner, we reached the second target distribution in connection with the distribution declared inrespect of the fourth quarter of 2013. We reached the third target distribution in connection with the distribution declared in respect of the secondquarter of 2014. For additional information, see "Our Cash Distribution Policy and Restrictions on Distributions" in Item 5. Market for Registrant’sCommon Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 11 to the consolidated financial statements.Credit and Counterparty Concentration RisksWe examine the creditworthiness of counterparties to whom we extend credit and manage our exposure to credit risk through credit analysis, creditapproval, credit limits and monitoring procedures, and for certain transactions, we may request letters of credit, prepayments or guarantees.Given the current environment, certain of our customers may be temporarily unable to meet their current obligations. While this may causedisruption to cash flows, we believe that we are properly positioned to deal with the potential disruption because the vast majority of our gatheringassets are strategically positioned at the beginning of the midstream value chain. The majority of our infrastructure is connected directly to ourcustomer’s wellheads and pad sites, which means our gathering systems are typically the first third-party infrastructure through which ourcustomer’s commodities flow and, in many cases, the only way for our customers to get their production to market.73Table of ContentsWe have exposure due to nonperformance under our MVC contracts whereby a customer, who was not meeting their MVCs, does not have thewherewithal to make its MVC shortfall payments when they become due. We typically receive payment for all prior-year MVC shortfall billings inthe quarter immediately following billing. Therefore, our exposure to risk of nonperformance is limited to and accumulates during the current year-to-date contracted measurement period.For additional information, see Notes 3, 8 and 10 to the consolidated financial statements.Off-Balance Sheet ArrangementsWe had no off-balance sheet arrangements as of or during the year ended December 31, 2016.Critical Accounting EstimatesWe prepare our financial statements in accordance with GAAP. These principles are established by the FASB. We employ methods, estimatesand assumptions based on currently available information when recording transactions resulting from business operations. Our significantaccounting policies are described in Note 2 to the consolidated financial statements.The estimates that we deem to be most critical to an understanding of our financial position and results of operations are those related todetermination of fair value and recognition of deferred revenue. The preparation and evaluation of these critical accounting estimates involve theuse of various assumptions developed from management's analyses and judgments. Subsequent experience or use of other methods, estimatesor assumptions could produce significantly different results. Our critical accounting estimates are as follows:Recognition and Impairment of Long-Lived AssetsOur long-lived assets include property, plant and equipment, amortizing intangible assets and goodwill.Property, Plant and Equipment and Amortizing Intangible Assets. As of December 31, 2016, we had net property, plant and equipment with acarrying value of approximately $1.85 billion and net amortizing intangible assets with a carrying value of approximately $421.5 million.When evidence exists that we will not be able to recover a long-lived asset's carrying value through future cash flows, we write down the carryingvalue of the asset to its estimated fair value. We test assets for impairment when events or circumstances indicate that the carrying value of along-lived asset may not be recoverable as well as in connection with any goodwill impairment evaluations.With respect to property, plant and equipment and our amortizing intangible assets, the carrying value of a long-lived asset is not recoverable if thecarrying value exceeds the sum of the undiscounted cash flows expected to result from the asset's use and eventual disposal. In this situation, werecognize an impairment loss equal to the amount by which the carrying value exceeds the asset's fair value. We determine fair value using anincome approach in which we discount the asset's expected future cash flows to reflect the risk associated with achieving the underlying cashflows. Any impairment determinations involve significant assumptions and judgments. Differing assumptions regarding any of these inputs couldhave a significant effect on the various valuations. As such, the fair value measurements utilized within these estimates are classified as non-recurring Level 3 measurements in the fair value hierarchy because they are not observable from objective sources. Due to the volatility of theinputs used, we cannot predict the likelihood of any future impairment.For additional information, see Notes 2, 4 and 5 to the consolidated financial statements.Goodwill. We evaluate goodwill for impairment annually on September 30 and whenever events or circumstances indicate that it is more likelythan not that the fair value of a reporting unit is less than its carrying value, including goodwill.2016 Impairment Evaluations. We performed our 2016 annual goodwill impairment analysis as of September 30 and concluded that none of ourgoodwill had been impaired.2015 Impairment Evaluations. During the latter part of the fourth quarter of 2015 and the early part of the first quarter of 2016, the declines inforward prices for natural gas, NGLs and crude oil accelerated significantly. As a result, the energy sector's public debt and equity marketexperienced increased volatility, particularly for comparable companies operating in the midstream services sector. Additionally, during this period,the values of our publicly traded equity and debt instruments decreased as did those of comparable midstream companies. Due to (i) the increasedmarket volatility, (ii) the decrease in market values of comparable companies, (iii) the continued trend of falling commodity prices and (iv) thefinalization of our annual financial and operating plans which took into account74Table of Contentschanges resulting from expected levels of drilling activity, we concluded that a triggering event occurred which required that we test the goodwillassociated with our Grand River and Polar and Divide reporting units for impairment as of December 31, 2015. In connection therewith, weconcluded that the goodwill associated with our Grand River and Polar and Divide reporting units was fully impaired and we wrote off theassociated balances.2014 Impairment Evaluations. During the latter part of the fourth quarter of 2014, the declines in prices for natural gas, NGLs and crude oilaccelerated, negatively impacting producers in each of our areas of operation. As a result, we considered whether any of our goodwill could havebeen impaired. In connection with this assessment, we concluded that a fourth quarter triggering event had occurred which required that we testthe goodwill associated with our Polar and Divide and Bison Midstream reporting units for impairment as of December 31, 2014. In connectiontherewith, we concluded that (i) the goodwill associated with our Polar and Divide reporting unit was not impaired and (ii) the goodwill associatedwith our Bison Midstream reporting unit was fully impaired and we wrote off the associated balance.See Notes 2 and 6 for additional information.Deferred Purchase Price ObligationWe recognized the Deferred Purchase Price Obligation to reflect the present value of the Remaining Consideration. Our calculation of theRemaining Consideration incorporates:•actual capital expenditures and Business Adjusted EBITDA for the period from March 3, 2016 through the respective balance sheet dateand•estimates of (i) capital expenditures made between the respective balance sheet date and December 31, 2019 and (ii) Business AdjustedEBITDA, an income-based measure, during the period from the respective balance sheet date to December 31, 2019. The calculation ofthe prospective component of Remaining Consideration represents management's best estimate of these two financial measures.We then discount the Remaining Consideration using a commensurate risk-adjusted discount rate and recognize the present value on ourconsolidated balance sheets with the change in present value recognized in earnings in the period of change.The estimates and expectations used in calculating the prospective component of Remaining Consideration and the present value calculation ofthe Remaining Consideration involve a significant amount of judgment as the calculations are based on future events and/or conditions, including(i) revenues, (ii) estimates of future volume throughput, capital expenditures, operating costs and their timing and (iii) economic and regulatoryclimates, among other factors. Our estimates of these inputs are inherently imprecise because they reflect our expectation of future conditionsthat are largely outside of our control. While the assumptions used are consistent with our current business plans and investment decisions, theseassumptions could change significantly during the period leading up to settlement of the Deferred Purchase Price Obligation. See Note 16 to theconsolidated financial statements for additional information.Minimum Volume CommitmentsCertain of our gathering agreements provide for a monthly, quarterly or annual MVC from our customers. As of December 31, 2016, we had MVCstotaling 1.1 Bcfe/d through 2021.Under these MVCs, our customers agree to ship and/or process a minimum volume of production on our gathering systems or to pay a minimummonetary amount over certain periods during the term of the MVC. A customer must make a shortfall payment to us at the end of the contractedmeasurement period if its actual throughput volumes are less than its MVC for that period. Certain customers are entitled to utilize shortfallpayments to offset gathering fees in one or more subsequent contracted measurement periods to the extent that such customer's throughputvolumes in a subsequent contracted measurement period exceed its MVC for that period.We recognize customer billings for obligations under their MVCs as revenue when the obligations are billable under the contract and the customerdoes not have the right to utilize shortfall payments to offset gathering fees in excess of its MVCs in subsequent periods.We billed $64.6 million of MVC shortfall payments to customers that did not meet their MVCs during 2016. For those customers that do not havecredit banking mechanisms in their gathering agreements, or have no ability to use MVC shortfall payments as credits, the MVC shortfallpayments from these customers are accounted for as gathering revenue in the period that they are earned. We recognized $13.3 million ofgathering revenue due to the credit bank expiration of previous MVC shortfall payments. MVC shortfall payment adjustments in 2016 totaled75Table of Contents$0.3 million and included adjustments related to future anticipated shortfall payments from certain customers in the Williston Basin, Piceance/DJBasins, Barnett Shale and Marcellus Shale segments.The following table presents the impact of our MVC activity by reportable segment during the year ended December 31, 2016. Year ended December 31, 2016 MVC billings Gathering revenue Adjustmentsto MVC shortfallpayments (In thousands)Net change in deferred revenue: Williston Basin$8,691 $— $8,691Piceance/DJ Basins15,926 12,638 3,288Barnett Shale— 677 (677)Marcellus Shale— — —Total change in deferred revenue$24,617 $13,315 $11,302 MVC shortfall payment adjustments: Williston Basin$7,536 $7,536 $—Piceance/DJ Basins27,183 27,183 (317)Barnett Shale1,373 1,373 615Marcellus Shale3,895 3,895 —Total MVC shortfall payment adjustments$39,987 $39,987 $298 Total$64,604 $53,302 $11,600Deferred Revenue. We record customer billings for obligations under their MVCs as deferred revenue when the customer has the right to utilizeshortfall payments to offset gathering or processing fees in subsequent periods. We recognize deferred revenue under these arrangements inrevenue once all contingencies or potential performance obligations associated with the related volumes have either (i) been satisfied through thegathering or processing of future excess volumes of natural gas, or (ii) expired (or lapsed) through the passage of time pursuant to the terms of theapplicable gathering agreement. We also recognize deferred revenue when it is determined that a given amount of MVC shortfall payments cannotbe recovered by offsetting gathering or processing fees in subsequent contracted measurement periods. In making this determination, we considerboth quantitative and qualitative facts and circumstances, including, but not limited to, contract terms, capacity of the associated pipeline orreceipt point and/or expectations regarding future investment, drilling and production.We classify deferred revenue as a current liability for arrangements where the expiration of a customer's right to utilize shortfall payments is twelvemonths or less. We classify deferred revenue as noncurrent for arrangements where the expiration of the right to utilize shortfall payments and ourestimate of its potential utilization is more than 12 months. As of December 31, 2016, noncurrent deferred revenue totaled $57.5 million andrepresents amounts that provide these customers the ability to offset their gathering fees, as determined by the MVC contract, to the extent thattheir throughput volumes exceed their MVC.Adjustments for MVC Shortfall Payments. We estimate the impact of expected MVC shortfall payments for inclusion in our calculation ofsegment adjusted EBITDA. Adjustments related to MVC shortfall payments account for:•the net increases or decreases in deferred revenue for MVC shortfall payments and•our inclusion of expected annual MVC shortfall payments. We include a proportional amount of these historical or expected MVC shortfallpayments in our calculation of segment adjusted EBITDA each quarter until we actually recognize the shortfall payment. Theseadjustments have not been billed to our customers and are not recognized in our consolidated financial statements.We estimate expected MVC shortfall payments based on assumptions including, but not limited to, contract terms, historical volume throughputdata and expectations regarding future investment, drilling and production.76Table of ContentsFor additional information, see Notes 2, 3 and 8 to the consolidated financial statements and the "Results of Operations" and "Liquidity and CapitalResources—Credit and Counterparty Concentration Risks" sections herein.Forward-Looking StatementsInvestors are cautioned that certain statements contained in this report as well as in periodic press releases and certain oral statements made byour officials during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement thatmay project, indicate or imply future results, events, performance or achievements and may contain the words “expect,” “intend,” “plan,”“anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions, or future conditional verbs such as “may,”“will,” “should,” “would,” and “could.” In addition, any statement concerning future financial performance (including future revenues, earnings orgrowth rates), ongoing business strategies or prospects, and possible actions taken by us, Summit Investments or our Sponsor, are also forward-looking statements. These forward-looking statements involve various risks and uncertainties, including, but not limited to, those described in Item1A. Risk Factors included in this report.Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risksand uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this report and subsequentwritten and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by thecautionary statements in this paragraph. These risks and uncertainties include, among others:•fluctuations in natural gas, NGLs and crude oil prices;•the extent and success of our customers' drilling efforts, as well as the quantity of natural gas and crude oil volumes produced withinproximity of our assets;•failure or delays by our customers in achieving expected production in their natural gas, crude oil and produced water projects;•competitive conditions in our industry and their impact on our ability to connect hydrocarbon supplies to our gathering and processingassets or systems;•actions or inactions taken or nonperformance by third parties, including suppliers, contractors, operators, processors, transporters andcustomers, including the inability or failure of our shipper customers to meet their financial obligations under our gathering agreements andour ability to enforce the terms and conditions of certain of our gathering agreements in the event of a bankruptcy of one or more of ourcustomers;•our ability to acquire assets owned by third parties, which is subject to a number of factors, including prevailing conditions and outlook inthe natural gas, NGL and crude oil industries and markets and our ability to obtain financing on acceptable terms;•our ability to consummate acquisitions, successfully integrate the acquired businesses, realize any cost savings and other synergies fromany acquisition;•the ability to attract and retain key management personnel;•commercial bank and capital market conditions and the potential impact of changes or disruptions in the credit and/or capital markets;•changes in the availability and cost of capital and the results of our financing efforts, including availability of funds in the credit and/orcapital markets;•restrictions placed on us by the agreements governing our debt instruments;•the availability, terms and cost of downstream transportation and processing services;•natural disasters, accidents, weather-related delays, casualty losses and other matters beyond our control;•operational risks and hazards inherent in the gathering, treating and/or processing of natural gas, crude oil and produced water;•weather conditions and terrain in certain areas in which we operate;•any other issues that can result in deficiencies in the design, installation or operation of our gathering, treating and processing facilities;77Table of Contents•timely receipt of necessary government approvals and permits, our ability to control the costs of construction, including costs of materials,labor and rights-of-way and other factors that may impact our ability to complete projects within budget and on schedule;•the effects of existing and future laws and governmental regulations, including environmental, safety and climate change requirements;•the effects of litigation;•changes in general economic conditions; and•certain factors discussed elsewhere in this report.Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significantreduction in the market price of our common units and senior notes.The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risksand uncertainties, the matters referred to in the forward-looking statements contained in this document may not in fact occur. Accordingly, unduereliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as aresult of new information, future events or otherwise, except as otherwise required by law.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.Interest Rate RiskOur current interest rate risk exposure is largely related to our debt portfolio. As of December 31, 2016, we had $600.0 million principal of fixed-rateSenior Notes and $648.0 million outstanding under our variable rate Revolving Credit Facility (see Note 9 to the consolidated financial statements).While existing fixed-rate debt mitigates the downside impact of fluctuations in interest rates, future issuances of long-term debt could be impactedby increases in interest rates, which could result in higher overall interest costs. In addition, the borrowings under our Revolving Credit Facility,which have a variable interest rate, also expose us to the risk of increasing interest rates. For the year ended December 31, 2016, a hypothetical1% increase (decrease) in interest rates would have increased (decreased) our interest expense by approximately $6.5 million assuming nochanges in amounts drawn or other variables under our Revolving Credit Facility or Senior Notes.Commodity Price RiskWe currently generate a substantial majority of our revenues pursuant to primarily long-term and fee-based gathering agreements, many of whichinclude MVCs and areas of mutual interest. Our direct commodity price exposure relates to (i) our sale of physical natural gas we retain fromcertain DFW Midstream system customers, (ii) our procurement of electricity to operate our electric-drive compression assets on the DFWMidstream system, (iii) the sale of condensate volumes that we retain on the Grand River system and (iv) the sale of processed natural gas andNGLs pursuant to our percent-of-proceeds contracts with certain of our customers on the Bison Midstream and Grand River systems. Ourgathering agreements with certain DFW Midstream system customers permit us to retain a certain quantity of natural gas that we sell to offset thepower costs we incur to operate our electric-drive compression assets. Our gathering agreements with our Grand River customers permit us toretain condensate volumes from the Grand River system gathering lines. We manage our direct exposure to natural gas and power prices throughthe use of forward power purchase contracts with wholesale power providers that require us to purchase a fixed quantity of power at a fixed heatrate based on prevailing natural gas prices on the Waha Hub Index. Because we also sell our retainage gas at prices that are based on the WahaHub Index, we have effectively fixed the relationship between our compression electricity expense and natural gas sales. We do not enter into riskmanagement contracts for speculative purposes.78Table of ContentsItem 8. Financial Statements and Supplementary Data.Report of Independent Registered Public Accounting Firm80Consolidated Balance Sheets as of December 31, 2016 and 201581Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 201482Consolidated Statements of Partners' Capital for the years ended December 31, 2016, 2015 and 201483Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 201486Notes to Consolidated Financial Statements891. Organization, Business Operations and Presentation and Consolidation892. Summary of Significant Accounting Policies913. Segment Information974. Property, Plant and Equipment, Net1015. Amortizing Intangible Assets and Unfavorable Gas Gathering Contract1026. Goodwill1037. Equity Method Investments1058. Deferred Revenue1079. Debt10910. Financial Instruments11211. Partners' Capital11312. Earnings Per Unit11813. Unit-Based and Noncash Compensation11814. Related-Party Transactions12015. Commitments and Contingencies12016. Acquisitions and Drop Down Transactions12217. Condensed Consolidated Financial Information12518. Unaudited Quarterly Financial Data13579Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors of Summit Midstream GP, LLC and the unitholders of Summit Midstream Partners, LPThe Woodlands, TexasWe have audited the accompanying consolidated balance sheets of Summit Midstream Partners, LP and subsidiaries (the "Partnership") as ofDecember 31, 2016 and 2015, and the related consolidated statements of operations, partners’ capital, and cash flows for each of the three yearsin the period ended December 31, 2016. These financial statements are the responsibility of the Partnership's management. Our responsibility is toexpress an opinion on these financial statements based on our audits. We did not audit the financial statements as of and for the year endedDecember 31, 2016 of Ohio Condensate Company, L.L.C. and Ohio Gathering Company, L.L.C. (collectively “Ohio Gathering”), the Partnership'sinvestments which are accounted for by use of the equity method. The accompanying 2016 consolidated financial statements of the Partnershipinclude its equity investments in Ohio Gathering of $707,415,000 as of December 31, 2016, and its loss from equity method investees of$30,344,000 for the year then ended. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion,insofar as it relates to the amounts included for Ohio Gathering as of and for the year ended December 31, 2016, is based solely on the reports ofthe other auditors.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.In our opinion, based on our audits and the reports of the other auditors, such consolidated financial statements present fairly, in all materialrespects, the financial position of Summit Midstream Partners, LP and subsidiaries as of December 31, 2016 and 2015, and the results of theiroperations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principlesgenerally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership'sinternal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2017 expressed anunqualified opinion on the Partnership's internal control over financial reporting based on our audit./s/ DELOITTE & TOUCHE LLPAtlanta, GeorgiaFebruary 27, 201780Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS December 31, 2016 2015 (In thousands)Assets Current assets: Cash and cash equivalents$7,428 $21,793Accounts receivable97,364 89,581Other current assets4,309 3,573Total current assets109,101 114,947Property, plant and equipment, net1,853,671 1,812,783Intangible assets, net421,452 461,310Goodwill16,211 16,211Investment in equity method investees707,415 751,168Other noncurrent assets7,329 8,253Total assets$3,115,179 $3,164,672 Liabilities and Partners' Capital Current liabilities: Trade accounts payable$16,251 $40,808Accrued expenses11,389 6,776Due to affiliate258 1,149Deferred revenue— 677Ad valorem taxes payable10,588 10,271Accrued interest17,483 17,483Accrued environmental remediation4,301 7,900Other current liabilities11,471 6,521Total current liabilities71,741 91,585Long-term debt1,240,301 1,267,270Deferred Purchase Price Obligation563,281 —Deferred revenue57,465 45,486Noncurrent accrued environmental remediation5,152 5,764Other noncurrent liabilities7,566 7,268Total liabilities1,945,506 1,417,373Commitments and contingencies (Note 15) Common limited partner capital (72,111 units issued and outstanding at December 31, 2016 and 42,063units issued and outstanding at December 31, 2015)1,129,132 744,977Subordinated limited partner capital (0 units issued and outstanding at December 31, 2016 and 24,410units issued and outstanding at December 31, 2015)— 213,631General partner interests (1,471 units issued and outstanding at December 31, 2016 and 1,355 unitsissued and outstanding at December 31, 2015)29,294 25,634Noncontrolling interest11,247 —Summit Investments' equity in contributed subsidiaries— 763,057Total partners' capital1,169,673 1,747,299Total liabilities and partners' capital$3,115,179 $3,164,672The accompanying notes are an integral part of these consolidated financial statements.81Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, 2016 2015 2014 (In thousands, except per-unit amounts)Revenues: Gathering services and related fees$345,961 $337,819 $267,478Natural gas, NGLs and condensate sales35,833 42,079 97,094Other revenues20,568 20,659 22,597Total revenues402,362 400,557 387,169Costs and expenses: Cost of natural gas and NGLs27,421 31,398 72,415Operation and maintenance95,334 94,986 94,869General and administrative52,410 45,108 43,281Depreciation and amortization112,239 105,117 90,878Transaction costs1,321 1,342 2,985Environmental remediation— 21,800 5,000Loss (gain) on asset sales, net93 (172) 442Long-lived asset impairment1,764 9,305 5,505Goodwill impairment— 248,851 54,199Total costs and expenses290,582 557,735 369,574Other income116 2 1,189Interest expense(63,810) (59,092) (48,586)Deferred Purchase Price Obligation expense(55,854) — —Loss before income taxes and loss from equity method investees(7,768) (216,268) (29,802)Income tax (expense) benefit(75) 603 (854)Loss from equity method investees(30,344) (6,563) (16,712)Net loss$(38,187) $(222,228) $(47,368)Less: Net income (loss) attributable to Summit Investments2,745 (30,016) (23,376)Net loss attributable to noncontrolling interest(14) — —Net loss attributable to SMLP(40,918) (192,212) (23,992)Less net loss and IDRs attributable to General Partner7,261 3,398 3,125Net loss attributable to limited partners$(48,179) $(195,610) $(27,117) Loss per limited partner unit: Common unit – basic$(0.71) $(3.20) $(0.49)Common unit – diluted$(0.71) $(3.20) $(0.49)Subordinated unit – basic and diluted $(2.88) $(0.44) Weighted-average limited partner units outstanding: Common units – basic68,264 39,217 33,311Common units – diluted68,264 39,217 33,311Subordinated units – basic and diluted 24,410 24,410The accompanying notes are an integral part of these consolidated financial statements.82Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL Partners' capital SummitInvestments'equity incontributedsubsidiaries Limited partners General Partner Common Subordinated Total (In thousands)Partners' capital, January 1, 2014$566,532 $379,287 $23,324 $426,663 $1,395,806Net (loss) income(15,948) (11,169) 3,125 (23,376) (47,368)Distributions to unitholders(67,658) (49,796) (4,770) — (122,224)Unit-based compensation4,696 — — — 4,696Tax withholdings on vested SMLP LTIP awards(656) — — — (656)Issuance of common units, net of offering costs197,806 — — — 197,806Contribution from General Partner— — 4,235 — 4,235Purchase of Red Rock Gathering— — — (307,941) (307,941)Excess of purchase price over acquired carrying value ofRed Rock Gathering(37,910) (26,891) (1,323) 66,124 —Assets contributed to Red Rock Gathering from SummitInvestments2,426 1,722 85 — 4,233Cash advance from Summit Investments to contributedsubsidiaries, net— — — 674,383 674,383Expenses paid by Summit Investments on behalf ofcontributed subsidiaries— — — 24,884 24,884Capitalized interest allocated to contributed subsidiariesfrom Summit Investments— — — 1,310 1,310Capital expenditures paid by Summit Investments onbehalf of contributed subsidiaries— — — 597 597Class B membership interest noncash compensation— — — 1,145 1,145Repurchase of SMLP LTIP units(228) — — — (228)Partners' capital, December 31, 2014$649,060 $293,153 $24,676 $863,789 $1,830,67883Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL(continued) Partners' capital SummitInvestments'equity incontributedsubsidiaries Limited partners General Partner Common Subordinated Total (In thousands)Partners' capital, December 31, 2014$649,060 $293,153 $24,676 $863,789 $1,830,678Net (loss) income(123,817) (71,793) 3,398 (30,016) (222,228)Distributions to unitholders(86,880) (55,410) (9,784) — (152,074)Unit-based compensation6,174 — — — 6,174Tax withholdings on vested SMLP LTIP awards(1,616) — — — (1,616)Issuance of common units, net of offering costs221,977 — — — 221,977Contribution from General Partner— — 4,737 — 4,737Purchase of Polar and Divide— — — (285,677) (285,677)Excess of acquired carrying value over considerationpaid for Polar and Divide80,079 47,681 2,607 (130,367) —Cash advance from Summit Investments to contributedsubsidiaries, net— — — 320,527 320,527Expenses paid by Summit Investments on behalf ofcontributed subsidiaries— — — 22,879 22,879Capitalized interest allocated to contributed subsidiariesfrom Summit Investments— — — 1,079 1,079Class B membership interest noncash compensation— — — 843 843Partners' capital, December 31, 2015$744,977 $213,631 $25,634 $763,057 $1,747,29984Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL(continued) Partners' capital Noncontrollinginterest SummitInvestments'equity incontributedsubsidiaries Limited partners GeneralPartner Common Subordinated Total (In thousands)Partners' capital, December 31, 2015$744,977 $213,631 $25,634 $— $763,057 $1,747,299Net (loss) income(49,219) 1,040 7,261 (14) 2,745 (38,187)Distributions to unitholders(142,214) (14,034) (11,256) — — (167,504)Unit-based compensation7,550 — — — — 7,550Tax withholdings on vested SMLP LTIPawards(1,181) — — — — (1,181)Issuance of common units, net ofoffering costs125,233 — — — — 125,233Contribution from General Partner— — 2,702 — — 2,702Subordinated units conversion200,637 (200,637) — — — —Purchase of 2016 Drop Down Assets— — — — (866,858) (866,858)Establishment of noncontrolling interest— — — 11,261 (11,261) —Distribution of debt related to Carve-OutFinancial Statements of SummitInvestments— — — — 342,926 342,926Excess of acquired carrying value overconsideration paid for 2016 DropDown Assets243,044 — 4,953 — (247,997) —Cash advance from SummitInvestments to contributedsubsidiaries, net— — — — 12,214 12,214Expenses paid by Summit Investmentson behalf of contributed subsidiaries— — — — 4,821 4,821Capitalized interest allocated tocontributed subsidiaries from SummitInvestments— — — — 223 223Class B membership interest noncashcompensation305 — — — 130 435Partners' capital, December 31, 2016$1,129,132 $— $29,294 $11,247 $— $1,169,673The accompanying notes are an integral part of these consolidated financial statements.85Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, 2016 2015 2014 (In thousands)Cash flows from operating activities: Net loss$(38,187) $(222,228) $(47,368)Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization112,661 105,903 91,822Amortization of debt issuance costs3,976 4,309 3,836Deferred Purchase Price Obligation expense55,854 — —Unit-based and noncash compensation7,985 7,017 5,841Loss from equity method investees30,344 6,563 16,712Distributions from equity method investees44,991 34,641 2,992Loss (gain) on asset sales, net93 (172) 442Long-lived asset impairment1,764 9,305 5,505Goodwill impairment— 248,851 54,199Write-off of debt issuance costs— 727 1,554Purchase accounting adjustment— — (1,185)Changes in operating assets and liabilities: Accounts receivable(7,783) 3,328 (21,503)Insurance receivable— 25,000 (25,000)Trade accounts payable2,001 (1,450) (420)Accrued expenses4,613 (1,967) 509Due to affiliate(891) 1,377 (883)Change in deferred revenue11,302 (11,453) 26,378Ad valorem taxes payable317 1,092 804Accrued interest— (1,375) 6,714Accrued environmental remediation, net(4,211) (16,336) 30,000Other, net5,666 (1,757) 2,004Net cash provided by operating activities230,495 191,375 152,953Cash flows from investing activities: Capital expenditures(142,719) (272,225) (343,380)Initial contribution to Ohio Gathering— — (8,360)Acquisition of Ohio Gathering Option— — (190,000)Option Exercise— — (382,385)Contributions to equity method investees(31,582) (86,200) (145,131)Acquisition of gathering systems— — (10,872)Acquisitions of gathering systems from affiliate, net of acquired cash(359,431) (288,618) (305,000)Other, net(394) 323 325Net cash used in investing activities(534,126) (646,720) (1,384,803)86Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(continued) Year ended December 31, 2016 2015 2014 (In thousands)Cash flows from financing activities: Distributions to unitholders(167,504) (152,074) (122,224)Borrowings under Revolving Credit Facility520,300 367,000 294,295Repayments under Revolving Credit Facility(204,300) (151,000) (430,295)Borrowings under term loan— — 400,000Repayments under term loan— (182,500) (100,000)Debt issuance costs(3,032) (412) (8,323)Proceeds from issuance of common units, net125,233 221,977 197,806Contribution from General Partner2,702 4,737 4,235Cash advance from Summit Investments to contributed subsidiaries, net12,214 320,527 674,383Expenses paid by Summit Investments on behalf of contributed subsidiaries4,821 22,879 24,884Issuance of senior notes— — 300,000Repurchase of equity-based compensation awards— — (228)Other, net(1,168) (1,807) (656)Net cash provided by financing activities289,266 449,327 1,233,877Net change in cash and cash equivalents(14,365) (6,018) 2,027Cash and cash equivalents, beginning of period21,793 27,811 25,784Cash and cash equivalents, end of period$7,428 $21,793 $27,811 Supplemental cash flow disclosures: Cash interest paid$63,000 $59,302 $38,453Less capitalized interest3,709 3,372 4,646Interest paid (net of capitalized interest)$59,291 $55,930 $33,807 Cash paid for taxes$— $— $—87Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(continued) Year ended December 31, 2016 2015 2014 (In thousands)Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals)$8,422 $34,977 $31,110Issuance of Deferred Purchase Price Obligation to affiliate to partially fund the 2016 DropDown507,427 — —Excess of acquired carrying value over consideration paid and recognized for 2016 Drop DownAssets247,997 — —Distribution of debt related to Carve-Out Financial Statements of Summit Investments342,926 — —Excess of acquired carrying value over consideration paid for Polar and Divide— 130,367 —Capitalized interest allocated to contributed subsidiaries from Summit Investments223 1,079 1,310Capital expenditures paid by Summit Investments on behalf of contributed subsidiaries— — 597Excess of consideration paid over acquired carrying value of Red Rock Gathering— — (66,124)Assets contributed to Red Rock Gathering from Summit Investments— — 4,233The accompanying notes are an integral part of these consolidated financial statements.88Table of ContentsSUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATIONOrganization. SMLP, a Delaware limited partnership, was formed in May 2012 and began operations in October 2012 in connection with its IPO ofcommon limited partner units. SMLP is a growth-oriented limited partnership focused on developing, owning and operating midstream energyinfrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in thecontinental United States. Our business activities are conducted through various operating subsidiaries, each of which is owned or controlled byour wholly owned subsidiary holding company, Summit Holdings, a Delaware limited liability company. References to the "Partnership," "we," or"our" refer collectively to SMLP and its subsidiaries.The General Partner, a Delaware limited liability company, manages our operations and activities. Summit Investments, a Delaware limited liabilitycompany, is the ultimate owner of our General Partner and has the right to appoint the entire Board of Directors of our General Partner. SummitInvestments is controlled by Energy Capital Partners.In addition to its approximate 2% general partner interest in SMLP (including the IDRs) in respect of SMLP, Summit Investments has indirectownership interests in our common units. As of December 31, 2016, Summit Investments beneficially owned 29,854,581 SMLP common units.Neither SMLP nor its subsidiaries have any employees. All of the personnel that conduct our business are employed by Summit Investments, butthese individuals are sometimes referred to as our employees.Effective with the completion of its IPO, SMLP had a 100% ownership interest in Summit Holdings, which had a 100% ownership interest in bothDFW Midstream and Grand River.In February 2013, Summit Investments acquired all of the outstanding membership interests of Bear Tracker Energy, LLC and subsequentlyrenamed it Meadowlark Midstream. In June 2013, the Partnership acquired all of the membership interests of Bison Midstream from a subsidiary ofSummit Investments (the "Bison Drop Down"). As such, the Bison Drop Down was determined to be a transaction among entities under commoncontrol. The net assets that comprise Bison Midstream were carved out from Meadowlark Midstream in connection with the Bison Drop Down.Common control of Bison Midstream began in February 2013.In June 2013, Mountaineer Midstream, LLC, a newly formed, wholly owned subsidiary of the Partnership, acquired natural gas gathering pipelineand compression assets from an affiliate of MarkWest Energy Partners, L.P. In December 2013, Mountaineer Midstream, LLC was merged intoDFW Midstream.In March 2014, the Partnership acquired all of the membership interests of Red Rock Gathering from a subsidiary of Summit Investments (the"Red Rock Drop Down"). As such, the Red Rock Drop Down was determined to be a transaction among entities under common control. Commoncontrol of Red Rock Gathering began in October 2012. Concurrent with the closing of the Red Rock Drop Down, SMLP contributed its interest inRed Rock Gathering to Grand River.In May 2015, the Partnership acquired all of the membership interests of Polar Midstream and Epping from a subsidiary of Summit Investments(the "Polar and Divide Drop Down"). As such, the Polar and Divide Drop Down was determined to be a transaction among entities under commoncontrol. Polar Midstream's net assets were carved out of Meadowlark Midstream immediately prior to the Polar and Divide Drop Down. Concurrentwith the closing of the Polar and Divide Drop Down, Epping became a wholly owned subsidiary of Polar Midstream and SMLP contributed PolarMidstream (including Epping) to Bison Midstream. Common control began in (i) February 2013 for Polar Midstream and (ii) April 2014 for Epping.In February 2016, the Partnership and SMP Holdings, a wholly owned subsidiary of Summit Investments, entered into a contribution agreement(the "Contribution Agreement") pursuant to which SMP Holdings agreed to contribute to the Partnership substantially all of its limited partnerinterest in OpCo, a Delaware limited partnership that owns (i) 100% of the issued and outstanding membership interests of Summit Utica,Meadowlark Midstream and Tioga Midstream and collectively with Summit Utica and Meadowlark Midstream, the "Contributed Entities"), each alimited liability company and (ii) a 40% ownership interest in each of OGC and OCC (collectively with OpCo and the Contributed Entities, the “2016Drop Down Assets”)(the “2016 Drop Down”). The 2016 Drop Down closed in March 2016; concurrent therewith, a subsidiary of Summit Investmentsretained a 1% noncontrolling interest in OpCo, which is managed by OpCo GP, a Delaware limited liability company and a wholly owned subsidiaryof Summit Holdings.89Table of ContentsBusiness Operations. We provide natural gas gathering, treating and processing services as well as crude oil and produced water gatheringservices pursuant to primarily long-term and fee-based agreements with our customers. Our results are driven primarily by the volumes of naturalgas that we gather, treat, compress and process as well as by the volumes of crude oil and produced water that we gather. We are the owner-operator of or have significant ownership interests in the following gathering systems:•Ohio Gathering, a natural gas gathering system and a condensate stabilization facility operating in the Appalachian Basin, which includesthe Utica and Point Pleasant shale formations in southeastern Ohio;•Summit Utica, a natural gas gathering system operating in the Appalachian Basin, which includes the Utica and Point Pleasant shaleformations in southeastern Ohio;•Bison Midstream, an associated natural gas gathering system operating in the Williston Basin, which includes the Bakken and ThreeForks shale formations in northwestern North Dakota;•Polar and Divide, crude oil and produced water gathering systems and transmission pipelines located in the Williston Basin, whichincludes the Bakken and Three Forks shale formations in northwestern North Dakota;•Tioga Midstream, crude oil, produced water and associated natural gas gathering systems, operating in the Williston Basin, which includesthe Bakken and Three Forks shale formations in northwestern North Dakota;•Grand River, a natural gas gathering and processing system located in the Piceance Basin, which includes the Mesaverde formation andthe Mancos and Niobrara shale formations in western Colorado and eastern Utah;•Niobrara G&P, an associated natural gas gathering and processing system operating in the DJ Basin, which includes the Niobrara andCodell shale formations in northeastern Colorado;•DFW Midstream, a natural gas gathering system operating in the Fort Worth Basin, which includes the Barnett Shale formation in north-central Texas; and•Mountaineer Midstream, a natural gas gathering system operating in the Appalachian Basin, which includes the Marcellus Shale formationin northern West Virginia.Meadowlark Midstream is the legal entity which owns (i) certain crude oil and produced water gathering pipelines, which are managed and reportedas part of the Polar and Divide system subsequent to the 2016 Drop Down and (ii) Niobrara G&P, which is managed and reported as part of theGrand River system subsequent to the 2016 Drop Down.Presentation and Consolidation. We prepare our consolidated financial statements in accordance with GAAP as established by the FASB. Wemake estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair valuemeasurements, the reported amounts of revenue and expense and the disclosure of contingencies. Although management believes theseestimates are reasonable, actual results could differ from its estimates.The consolidated financial statements include the assets, liabilities and results of operations of SMLP and its wholly owned subsidiaries. Allintercompany transactions among the consolidated entities have been eliminated in consolidation. For the purposes of the consolidated financialstatements, SMLP's results of operations reflect the results of operations of: (i) Bison Midstream, Polar and Divide, Grand River, Niobrara G&P,DFW Midstream and Mountaineer Midstream for all periods presented, (ii) Ohio Gathering since January 2014, (iii) Tioga Midstream since April2014 and (iv) Summit Utica since December 2014. The financial position, results of operations and cash flows of Polar and Divide and NiobraraG&P included herein have been derived from the accounting records of Meadowlark Midstream on a carve-out basis (see Note 2). The carve-outallocations and estimates were based on methodologies that management believes are reasonable. The carve-out results reflected herein,however, may not reflect what these entities' financial position, results of operations or cash flows would have been if any had been a stand-alonecompany.SMLP recognized its drop down acquisitions at Summit Investments' historical cost because the acquisitions were executed by entities undercommon control. The excess of Summit Investments' net investment over the consideration paid and recognized for a contributed subsidiary isrecognized as an addition to partners' capital, while the excess of purchase price paid and recognized over net investment is recognized as areduction to partners' capital. Due to the common control aspect, we account for drop down transactions on an “as-if pooled” basis for the periodsduring which common control existed.90Table of ContentsReclassifications. In the first quarter of 2016, we adopted ASU No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying thePresentation of Debt Issuance Costs ("ASU 2015-03"). As a result, these consolidated financial statements reflect the retrospectivereclassification of $9.2 million of debt issuance costs from other noncurrent assets to long-term debt at December 31, 2015 (see Note 2).2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESCash and Cash Equivalents. Cash and cash equivalents include temporary cash investments with original maturities of three months or less.Accounts Receivable. Accounts receivable relate to gathering and other services provided to our customers and other counterparties. Weevaluate the collectability of accounts receivable and the need for an allowance for doubtful accounts based on customer-specific facts andcircumstances. To the extent we doubt the collectability of a specific customer or counterparty receivable, we recognize an allowance for doubtfulaccounts.Other Current Assets. Other current assets primarily consist of the current portion of prepaid expenses that are charged to expense over theperiod of benefit or the life of the related contract.Property, Plant and Equipment. We record property, plant and equipment at historical cost of construction or fair value of the assets atacquisition. We capitalize expenditures that extend the useful life of an asset or enhance its productivity or efficiency from its original design overthe expected remaining period of use. For maintenance and repairs that do not add capacity or extend the useful life of an asset, we recognizeexpenditures as an expense as incurred. We capitalize project costs incurred during construction, including interest on funds borrowed to financethe construction of facilities, as construction in progress. To the extent that Summit Investments incurred interest expense related to capitalprojects of assets that have been acquired by the Partnership, the associated interest expense is allocated to the drop down assets as a noncashequity contribution and capitalized into the basis of the asset.We record depreciation on a straight-line basis over an asset’s estimated useful life. We base our estimates for useful life on various factorsincluding age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives ofsimilar assets. Estimates of useful lives follow. Useful lives(In years)Gathering and processing systems and related equipment30Other4-15Construction in progress is depreciated consistent with its applicable asset class once it is placed in service. Land and line fill are not depreciated.We base an asset’s carrying value on estimates, assumptions and judgments for useful life and salvage value. Upon sale, retirement or otherdisposal, we remove the carrying value of an asset and its accumulated depreciation from our balance sheet and recognize the related gain orloss, if any.Accrued capital expenditures are reflected in trade accounts payable.Asset Retirement Obligations. We record a liability for asset retirement obligations only if and when a future asset retirement obligation with adeterminable life is identified. For identified asset retirement obligations, we then evaluate whether the expected date and related costs ofretirement can be estimated. We have concluded that our gathering and processing assets have an indeterminate life because they are owned andwill operate for an indeterminate period when properly maintained. Because we did not have sufficient information to reasonably estimate theamount or timing of such obligations and we have no current plan to discontinue use of any significant assets, we did not provide for any assetretirement obligations as of December 31, 2016 or 2015.Amortizing Intangibles. Upon the acquisition of DFW Midstream, certain of its gas gathering contracts were deemed to have above-marketpricing structures while another was deemed to have pricing that was below market. We have recognized the above-market contracts as favorablegas gathering contracts. We have recognized the below-market contract as the unfavorable gas gathering contract and included it in othernoncurrent liabilities. We amortize these contracts using a straight-line method over the contract's estimated useful life. We define useful life asthe period over which the contract is expected to contribute to our future cash flows. These contracts have original terms ranging from 10 years to20 years. We recognize the amortization expense associated with these contracts in other revenues.91Table of ContentsWe amortize all other gas gathering contracts, or contract intangibles, over the period of economic benefit based upon expected revenues over thelife of the contract. The useful life of these contracts ranges from 10 years to 25 years. We recognize the amortization expense associated withthese contracts in depreciation and amortization expense.We have rights-of-way associated with city easements and easements granted within existing rights-of-way. We amortize these intangible assetsover the shorter of the contractual term of the rights-of-way or the estimated useful life of the gathering system. The contractual terms of therights-of-way range from 20 years to 30 years. We recognize the amortization expense associated with rights-of-way assets in depreciation andamortization expense.Goodwill. Goodwill represents consideration paid in excess of the fair value of the net identifiable assets acquired in a business combination. Weevaluate goodwill for impairment annually on September 30. We also evaluate goodwill whenever events or circumstances indicate that it is morelikely than not that the fair value of a reporting unit is less than its carrying amount.We test goodwill for impairment using a two-step quantitative test. In the first step, we compare the fair value of the reporting unit to its carryingvalue, including goodwill. To estimate the fair value of the reporting units under step one, we utilize two valuation methodologies: the marketapproach and the income approach. Both of these approaches incorporate significant estimates and assumptions to calculate enterprise fair valuefor a reporting unit. The most significant estimates and assumptions inherent within these two valuation methodologies are: (i) determination of theweighted-average cost of capital; (ii) the selection of guideline public companies; (iii) market multiples; (iv) weighting of the income and marketapproaches; (v) growth rates; (vi) commodity prices; and (vi) the expected levels of throughput volume gathered. Changes in these and otherassumptions could materially affect the estimated amount of fair value for any of our reporting units.If the reporting unit’s fair value exceeds its carrying amount, we conclude that the goodwill of the reporting unit has not been impaired and nofurther work is performed.If we determine that the reporting unit’s carrying value exceeds its fair value, we proceed to step two. In step two, we compare the carrying valueof the reporting unit to its implied fair value. Significant estimates and assumptions utilized in the determination of a reporting unit's implied fairvalue are based on a variety of factors specific to a given reporting unit's individual assets and liabilities as well as market and industryconsiderations. If we determine that the carrying amount of a reporting unit's goodwill exceeds its implied fair value, we recognize the excess ofthe carrying value over the implied fair value as an impairment loss.Equity Method Investments. We account for investments in which we exercise significant influence using the equity method so long as we (i) donot control the investee and (ii) are not the primary beneficiary. We recognize these investments in investment in equity method investees in theaccompanying consolidated balance sheets. We recognize our proportionate share of earnings or loss in net income on a one-month lag.We recognize an other-than-temporary impairment for losses in the value of equity method investees when evidence indicates that the carryingamount is no longer supportable. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability torecover the carrying amount of the investment or inability of the equity method investee to sustain an earnings capacity that would justify thecarrying amount of the investment. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of theinvestment. We evaluate our equity method investments whenever evidence exists that would indicate a need to assess the investment forpotential impairment.Other Noncurrent Assets. Other noncurrent assets primarily consist of external costs incurred in connection with the closing of our RevolvingCredit Facility and related amendments. We capitalize and then amortize these debt issuance costs on a straight-line basis over the life of therespective debt instrument. We recognize amortization of Revolving Credit Facility debt issuance costs in interest expense.Debt Issuance Costs. Debt issuance costs, other than those associated with our Revolving Credit Facility, are reflected in the carrying value ofthe Senior Notes as an adjustment to the principal amount and amortized on a straight-line basis over the life of the respective debt instrument.We recognize Senior Notes debt issuance costs in interest expense.Deferred Purchase Price Obligation. We recognize a liability for the Deferred Purchase Price Obligation (as defined later) to reflect the expectedvalue of the Remaining Consideration to be paid in 2020 for the acquisition of the 2016 Drop Down Assets. We estimate Remaining Considerationby summing the calculations of (i) actual capital expenditures incurred and Business Adjusted EBITDA (as defined later) recognized from the 2016Drop Down Assets during the period since closing the 2016 Drop Down to the current balance sheet date and (ii)92Table of Contentsestimates of projected capital expenditures and Business Adjusted EBITDA related to the 2016 Drop Down Assets for periods subsequent to therespective balance sheet date until December 31, 2019. We discount the Remaining Consideration using a commensurate risk-adjusted discountrate and recognize the change in present value of the Remaining Consideration in earnings in the period of change. Our recognition of the changein present value of the Remaining Consideration in the consolidated statements of operations represents the change in present value, whichcomprises a time value of money concept, as well as (i) actual results from the 2016 Drop Down Assets and (ii) adjustments to projections and theexpected value of the Remaining Consideration (see Note 16).Impairment of Long-Lived Assets. We test assets for impairment when events or circumstances indicate that the carrying value of a long-livedasset may not be recoverable. The carrying value of a long-lived asset (except goodwill) is not recoverable if it exceeds the sum of theundiscounted cash flows expected to result from its use and eventual disposition. If we conclude that an asset's carrying value will not berecovered through future cash flows, we recognize an impairment loss on the long-lived asset equal to the amount by which the carrying valueexceeds its fair value. We determine fair value using either a market-based approach or an income-based approach. We discuss our policy forgoodwill impairment above.Derivative Contracts. We have commodity price exposure related to our sale of the physical natural gas we retain from certain DFW Midstreamsystem customers and our procurement of electricity to operate the DFW Midstream system's electric-drive compression assets. Our gasgathering agreements with certain DFW Midstream customers permit us to retain a certain quantity of natural gas that we gather to offset thepower costs we incur to operate these electric-drive compression assets. We manage this direct exposure to natural gas and power prices throughthe use of forward power purchase contracts with wholesale power providers that require us to purchase a fixed quantity of power at a fixed heatrate based on prevailing natural gas prices based on the Waha Hub Index. Because we sell our retainage gas from these customers at prices thatare based on the Waha Hub Index, we have effectively fixed the relationship between a portion of our compression electricity expense and naturalgas retainage sales.Accounting standards related to derivative instruments and hedging activities allow for normal purchase or sale elections and hedge accountingdesignations, which generally eliminate or defer the requirement for mark-to-market recognition in net income and thus reduce the volatility of netincome that can result from fluctuations in fair values. We have designated these contracts as normal under the normal purchase and saleexception under the accounting standards for derivatives. We do not enter into risk management contracts for speculative purposes.Fair Value of Financial Instruments. The fair-value-measurement standard under GAAP defines fair value as the price that would be received tosell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standardcharacterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which the inputsare observable. The three levels of the fair value hierarchy are as follows:•Level 1. Inputs represent quoted prices in active markets for identical assets or liabilities;•Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (forexample, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities inmarkets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroboratedinputs); and•Level 3. Inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricingan asset or liability (for example, an internally developed present value of future cash flows model that underlies management's fair valuemeasurement).Commitments and Contingencies. We record accruals for loss contingencies when we determine that it is probable that a liability has beenincurred and that such economic loss can be reasonably estimated. Such determinations are subject to interpretations of current facts andcircumstances, forecasts of future events and estimates of the financial impacts of such events. We recognize gain contingencies when theirrealization is assured beyond a reasonable doubt.Noncontrolling Interest. Noncontrolling interest represents the ownership interests of third-party entities in the net assets of our consolidatedsubsidiaries. For financial reporting purposes, we consolidate OpCo and its wholly owned subsidiaries with our wholly owned subsidiaries and the1% ownership interest in OpCo is reflected as noncontrolling interest in partners' capital. We reflect changes in our ownership of OpCo asadjustments to noncontrolling interest.93Table of ContentsRevenue Recognition. We generate the majority of our revenue from the gathering, treating and processing services that we provide to ourcustomers. We also generate revenue from our marketing of natural gas, NGLs and condensate. We realize revenues by receiving fees from ourcustomers or by selling the residue natural gas, NGLs and condensate.We recognize revenue earned from fee-based gathering, treating and processing services in gathering services and related fees revenue. We alsoearn revenue from the sale of physical natural gas purchased from our customers under percentage-of-proceeds arrangements. These revenuesare recognized in natural gas, NGLs and condensate sales with corresponding expense recognition for the producer's share of the proceeds in costof natural gas and NGLs. We sell substantially all of the natural gas that we retain from certain DFW Midstream customers to offset the powerexpenses of the electric-driven compression on the DFW Midstream system. We also sell condensate retained from our gathering services atGrand River. Revenues from the retainage of natural gas and condensate are recognized in natural gas, NGLs and condensate sales; theassociated expense is included in operation and maintenance expense. Certain customers reimburse us for costs we incur on their behalf. Werecord costs incurred and reimbursed by our customers on a gross basis, with the revenue component recognized in other revenues.We recognize revenue when all of the following criteria are met: (i) persuasive evidence of an exchange arrangement exists, (ii) delivery hasoccurred or services have been rendered, (iii) the price is fixed or determinable and (iv) collectability is reasonably assured.We provide gathering and/or processing services principally under contracts that contain one or more of the following arrangements:•Fee-based arrangements. Under fee-based arrangements, we receive a fee or fees for one or more of the following services (i) naturalgas gathering, treating and/or processing and (ii) crude oil and/or produced water gathering.•Percent-of-proceeds arrangements. Under percent-of-proceeds arrangements, we generally purchase natural gas from producers at thewellhead, or other receipt points, gather the wellhead natural gas through our gathering system, treat the natural gas, process the naturalgas and/or sell the natural gas to a third party for processing. We then remit to our producers an agreed-upon percentage of the actualproceeds received from sales of the residue natural gas and NGLs. Certain of these arrangements may also result in returning all or aportion of the residue natural gas and/or the NGLs to the producer, in lieu of returning sales proceeds. The margins earned are directlyrelated to the volume of natural gas that flows through the system and the price at which we are able to sell the residue natural gas andNGLs.Certain of our gathering and processing agreements provide for a monthly, quarterly or annual MVC. Under these MVCs, our customers agree toship and/or process a minimum volume of production on our gathering systems or to pay a minimum monetary amount over certain periods duringthe term of the MVC. A customer must make a shortfall payment to us at the end of the contracted measurement period if its actual throughputvolumes are less than its MVC for that period. Certain customers are entitled to utilize shortfall payments to offset gathering fees in one or moresubsequent contracted measurement periods to the extent that such customer's throughput volumes in a subsequent contracted measurementperiod exceed its MVC for that contracted measurement period.We recognize customer billings for obligations under their MVCs as revenue when the obligations are billable under the contract and the customerdoes not have the right to utilize shortfall payments to offset gathering or processing fees in excess of its MVCs in subsequent periods.We record customer billings for obligations under their MVCs as deferred revenue when the customer has the right to utilize shortfall payments tooffset gathering or processing fees in subsequent periods. We recognize deferred revenue under these arrangements in revenue once allcontingencies or potential performance obligations associated with the related volumes have either (i) been satisfied through the gathering orprocessing of future excess volume throughput, or (ii) expired (or lapsed) through the passage of time pursuant to the terms of the applicablegathering or processing agreement. We also recognize deferred revenue in revenues when it is determined that a given amount of MVC shortfallpayments cannot be recovered by offsetting gathering or processing fees in subsequent contracted measurement periods. In making thisdetermination, we consider both quantitative and qualitative facts and circumstances, including, but not limited to, contract terms, capacity of theassociated pipeline or receipt point and/or expectations regarding future investment, drilling and production.We classify deferred revenue as a current liability for arrangements where the expiration of a customer's right to utilize shortfall payments is 12months or less. We classify deferred revenue as noncurrent for arrangements where94Table of Contentsthe expiration of the right to utilize shortfall payments and our estimate of its potential utilization is more than 12 months.Unit-Based Compensation. For awards of unit-based compensation, we determine a grant date fair value and recognize the related compensationexpense in the statements of operations over the vesting period of the respective awards.Income Taxes. As a partnership, we are generally not subject to federal and state income taxes, except as noted below. However, our unitholdersare individually responsible for paying federal and state income taxes on their share of our taxable income. Net income or loss for GAAP purposesmay differ significantly from taxable income reportable to our unitholders as a result of differences between the tax basis and the GAAP basis ofassets and liabilities and the taxable income allocation requirements under our Partnership Agreement.In general, legal entities that are chartered, organized or conducting business in the state of Texas are subject to a franchise tax (the "TexasMargin Tax"). The Texas Margin Tax has the characteristics of an income tax because it is determined by applying a tax rate to a tax base thatconsiders both revenues and expenses. Our financial statements reflect provisions for these tax obligations.Earnings or Loss Per Unit. We determine basic EPU by dividing the net income or loss that is attributed, in accordance with the net income andloss allocation provisions of our Partnership Agreement, to limited partners under the two-class method, after deducting (i) the 1% noncontrollinginterest in OpCo (for periods subsequent to the 2016 Drop Down), (ii) any net income or loss of contributed subsidiaries that is attributable toSummit Investments, (iii) the General Partner's approximate 2% interest in net income or loss and (iv) any payment of IDRs, by the weighted-average number of limited partner units outstanding. Diluted EPU reflects the potential dilution that could occur if securities or other agreements toissue common units, such as unit-based compensation, were exercised, settled or converted into common units and included in the weighted-average number of units outstanding. When it is determined that potential common units resulting from an award subject to performance or marketconditions should be included in the diluted EPU calculation, the impact is reflected by applying the treasury stock method.Comprehensive Income or Loss. Comprehensive income or loss is the same as net income or loss for all periods presented.Environmental Matters. We are subject to various federal, state and local laws and regulations relating to the protection of the environment.Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties andother sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediationcan be reasonably estimated. We accrue for losses associated with environmental remediation obligations when such losses are probable andreasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmentalremediation costs from other parties or insurers are recorded as assets when their realization is assured beyond a reasonable doubt.Carve-Out Entities, Assets, Liabilities and Expenses. For drop down transactions involving entities that were carved out of other entities, themajority of the assets and liabilities allocated to the carve-out entity are specifically identified based on the original entity's existing divisionalorganization. Goodwill is allocated to the carve-out entity based on initial purchase accounting estimates. Revenues and depreciation andamortization are specifically identified based on the relationship of the carve-out entity to the original entity's existing divisional structure.Operation and maintenance and general and administrative expenses are allocated to the carve-out entity based on volume throughput.For drop down transactions involving assets, liabilities and expenses that were carved out of other entities, the majority of the assets and liabilitiesallocated to the carve-out are specifically identified based on the original entity's existing divisional organization. Depreciation and amortization arespecifically identified based on the relationship of the carve-out entity to the original entity's existing divisional structure. General andadministrative expenses are allocated to the carve-out entity based on an allocation of Summit Investments' consolidated expenses.Allocation of Certain Liabilities in Drop Downs. For drop down transactions involving assets for which their development was funded with debtincurred by Summit Investments or a subsidiary thereof, which was allocated to but not ultimately assumed by the Partnership and later replacedwith bank borrowings or debt capital at the Partnership, we allocate a portion of that debt, net of debt issuance costs, to the drop down assetsduring the common control period. Interest expense is allocated and recognized during the common control period. Any outstanding debt balanceor principal is included in the calculation of the excess or deficit of acquired carrying value relative to consideration paid and recognized.95Table of ContentsRecent Accounting Pronouncements. Accounting standard setters frequently issue new or revised accounting rules. We review newpronouncements to determine the impact, if any, on our financial statements. Accounting standards that have or could possibly have a materialeffect on our financial statements are discussed below.Recently Adopted Accounting Pronouncements. We have recently adopted the following accounting pronouncements:•ASU No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). Under ASU 2015-03, entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability,will be required to present those costs as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASBamended ASU 2015-03 to address the presentation and subsequent measurement of debt issuance costs related to line of credit (“LOC”)arrangements. The amendment permits an entity to defer and present debt issuance costs as an asset and subsequently amortize debtissuance costs ratably over the term of a LOC arrangement, regardless of whether there are outstanding borrowings under that LOCarrangement. This new standard became effective for fiscal years and interim periods within those years, beginning after December 15,2015. The January 2016 adoption of this update resulted in a reclassification from other noncurrent assets to long-term debt of the debtissuance costs associated with our Senior Notes (see Note 9). Debt issuance costs associated with the Revolving Credit Facility willremain in other noncurrent assets. This standard had no impact on interest expense, net income or loss, EPU or partners' capital.•ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of theEmerging Issues Task Force) ("ASU 2016-15"). ASU 2016-15 addresses how certain cash receipts and cash payments are presented andclassified in the statements of cash flows. The applicable provisions relate to distributions received from equity method investees. ASU2016-15 prescribes a method for differentiating between returns of investment (which should be classified as inflows from investingactivities) and returns on investment (which should be classified as inflows from operating activities). With respect to distributions fromequity method investees, entities make this determination by applying a cumulative-earnings approach or a nature of the distributionapproach. The ASU formalizes each of these methods and allows an entity to choose either one as an accounting policy election. ASU2016-15 is effective for public business entities for fiscal years beginning after December 15, 2017. Early adoption is permitted. Theamendments in ASU 2016-15 are to be applied using a retrospective transition method to each period presented. We have adopted theprovisions of ASU 2016-15 as of December 31, 2016 and have elected the nature of the distribution approach. The adoption of thisstandard had no impact on our financial statements.Accounting Pronouncements Pending Adoption. We are currently in the process of evaluating the applicability and/or impact of the followingaccounting pronouncements:•ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under ASU 2014-09, revenue will be recognizedunder a five-step model: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determinethe transaction price; (iv) allocate the transaction price to performance obligations; and (v) recognize revenue when (or as) theperformance obligation is satisfied. ASU 2014-09 is effective for fiscal years and interim periods within those years, beginning afterDecember 15, 2017 and allows for early adoption. We expect to adopt the provisions of ASU 2014-09 effective January 1, 2018 using themodified retrospective method.We have substantially completed our review of our existing contracts under the new guidance. However, we are still assessing thefinancial statement impact of adoption for certain items discussed below. For contracts where we perform gathering services and earn aper-unit fee which is recognized at a point in time, revenue will be recognized over time as the service is performed, which is expected toaccelerate the recognition of revenue by an immaterial amount. In addition, our contracts generally contain forms of what will beconsidered variable consideration, which will likely be constrained as the volumes are susceptible to factors outside of our control andinfluence. However, we will be billing amounts that correspond directly to the value transferred such that the resulting revenue recognizedwill be similar to current GAAP. Due to certain open technical issues, such as contributions in aid of construction and noncashconsideration, as well as completion of our evaluations of MVCs, we cannot currently fully conclude on the impact of adoption. Weanticipate that we will be able to complete our assessment of the impact of adoption by the end of the third quarter of 2017.•ASU No. 2016-02 Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires that lessees recognize all leases on the balance sheet, withthe exception of short-term leases. A lease liability will be recorded for96Table of Contentsthe obligation of a lessee to make lease payments arising from a lease. A right-of-use asset will be recorded which represents the lessee’sright to use, or to control the use of, a specified asset for a lease term. We are currently evaluating the impact of this guidance on lessoraccounting but have made no determinations at this time. ASU 2016-02 is effective for public companies for fiscal years beginning afterDecember 15, 2018, and requires the modified retrospective approach for transition. We are currently evaluating the provisions of ASU2016-02 to determine its impact on our financial statements and related disclosures and expect to adopt its provisions effective January 1,2019.•ASU No. 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Grossversus Net) ("ASU 2016-08"). ASU 2016-08 does not change the core principle of Topic 606, rather it clarifies the implementation guidanceon principal versus agent considerations. We expect to adopt the provisions of ASU 2016-08 effective January 1, 2018. Our positionregarding the impact of and transition method for this update is the same as for ASU 2014-09.•ASU No. 2016-09 Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting("ASU 2016-09"). ASU 2016-09 simplifies several aspects for share-based payment award transactions, including income taxconsequences, the liability or equity classification of awards and classification on the statements of cash flows. ASU 2016-09 is effectivefor public companies for fiscal years beginning after December 15, 2016. It does not specify a single transition approach, rather itspecifies retrospective, modified retrospective and/or prospective transition approaches based on the aspect being applied. As apartnership that is generally not subject to taxes, the primary impact of adopting ASU 2016-09 will be to change our classification ofcertain share-based payment awards activity in the statements of cash flows.•ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10"). ASU 2016-10 clarifies the following two aspects of Topic 606 (i) identifying performance obligations and (ii) the licensingimplementation guidance, while retaining the related principles for those areas. We expect to adopt the provisions of ASU 2016-10effective January 1, 2018. Our position regarding the impact of and transition method for this update is the same as for ASU 2014-09.•ASU No. 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ("ASU2016-12"). ASU 2016-12 does not change the core principle of the guidance in Topic 606. Rather, the amendments therein affect only thenarrow aspects of Topic 606 including assessing the collectability criterion and issues related to contract modification at transition andcompleted contracts at transition. We expect to adopt the provisions of ASU 2016-12 effective January 1, 2018. Our position regardingthe impact of and transition method for this update is the same as for ASU 2014-09.•3. SEGMENT INFORMATIONAs of December 31, 2016, our reportable segments are:•the Utica Shale, which includes our ownership interest in Ohio Gathering and is served by Summit Utica;•the Williston Basin, which is served by Bison Midstream, Polar and Divide and Tioga Midstream;•the Piceance/DJ Basins, which is served by Grand River and Niobrara G&P;•the Barnett Shale, which is served by DFW Midstream; and•the Marcellus Shale, which is served by Mountaineer Midstream.Each of our reportable segments provides midstream services in a specific geographic area. Our reportable segments reflect the way in which weinternally report the financial information used to make decisions and allocate resources in connection with our operations.As noted above, the Utica Shale reportable segment includes our investment in Ohio Gathering (see Note 7). Segment assets for the Utica Shaleinclude the associated investment in equity method investees. Income or loss from equity method investees, as reflected on the statements ofoperations, solely relates to Ohio Gathering and is recognized and disclosed on a one-month lag (see Note 7). No other line items in thestatements of operations or cash flows, as disclosed in the tables below, include results for our investment in Ohio Gathering.97Table of ContentsCorporate and other represents those results that are (i) not specifically attributable to a reportable segment (ii) not individually reportable or (iii)that have not been allocated to our reportable segments, including certain general and administrative expense items and transaction costs, for thepurpose of evaluating their performance.Assets by reportable segment follow. December 31, 2016 2015 2014 (In thousands)Assets: Utica Shale (1)$906,807 $886,224 $735,587Williston Basin724,084 740,361 861,461Piceance/DJ Basins843,440 866,095 941,382Barnett Shale404,314 416,586 428,935Marcellus Shale224,709 233,116 243,884Total reportable segment assets3,103,354 3,142,382 3,211,249Corporate and other12,294 22,290 31,213Eliminations(469) — —Total assets$3,115,179 $3,164,672 $3,242,462__________(1) Represents the investment in equity method investees for Ohio Gathering (see Note 7) and total assets for Summit Utica.For information on the sale or impairment of long-lived assets, other than goodwill, see Note 4. For information on goodwill by reportable segment,including goodwill impairments, see Note 6.Revenues by reportable segment follow. Year ended December 31, 2016 2015 2014 (In thousands)Revenues: Utica Shale (1)$24,263 $4,700 $190Williston Basin122,174 98,929 109,807Piceance/DJ Basins149,903 180,418 161,477Barnett Shale79,956 88,042 93,001Marcellus Shale26,111 28,468 22,694Total reportable segments revenue402,407 400,557 387,169Corporate and other412 — —Eliminations(457) — —Total revenues$402,362 $400,557 $387,169__________(1) Excludes revenues earned by Ohio Gathering due to equity method accounting.Counterparties accounting for more than 10% of total revenues were as follows: Year ended December 31, 2016 2015 2014Percentage of total revenues (1): Counterparty A - Piceance/DJ Basins14% 16% 18%Counterparty B - Piceance/DJ Basins* 14% *__________* Less than 10%(1) Total revenues include recognition of revenue during the year ended December 31, 2015 that was previously deferred in connection with certain MVCs(see Note 8).98Table of ContentsDepreciation and amortization by reportable segment follows. Year ended December 31, 2016 2015 2014 (In thousands)Depreciation and amortization: Utica Shale (1)$4,331 $1,417 $—Williston Basin33,676 31,376 24,027Piceance/DJ Basins49,140 47,433 42,959Barnett Shale (2)16,093 16,392 16,601Marcellus Shale8,841 8,682 7,648Total reportable segment depreciation and amortization112,081 105,300 91,235Corporate and other580 603 587Total depreciation and amortization$112,661 $105,903 $91,822__________(1) Excludes depreciation and amortization recognized by Ohio Gathering due to equity method accounting.(2) Includes the amortization expense associated with our favorable and unfavorable gas gathering contracts as reported in other revenues.Cash paid for capital expenditures by reportable segment follow. Year ended December 31, 2016 2015 2014 (In thousands)Cash paid for capital expenditures: Utica Shale (1)$78,708 $94,994 $24,787Williston Basin31,541 147,477 227,283Piceance/DJ Basins25,719 21,144 42,417Barnett Shale3,910 6,875 14,567Marcellus Shale1,173 1,306 33,866Total reportable segment capital expenditures141,051 271,796 342,920Corporate and other1,668 429 460Total cash paid for capital expenditures$142,719 $272,225 $343,380__________(1) Excludes cash paid for capital expenditures by Ohio Gathering due to equity method accounting.We assess the performance of our reportable segments based on segment adjusted EBITDA. We define segment adjusted EBITDA as totalrevenues less total costs and expenses; plus (i) other income excluding interest income, (ii) our proportional adjusted EBITDA for equity methodinvestees, (iii) depreciation and amortization, (iv) adjustments related to MVC shortfall payments, (v) unit-based and noncash compensation, (vi)Deferred Purchase Price Obligation expense; (vii) impairments and (viii) other noncash expenses or losses, less other noncash income or gains.We define proportional adjusted EBITDA for our equity method investees as the product of (i) total revenues less total expenses, excludingimpairments and other noncash income or expense items and (ii) amortization for deferred contract costs; multiplied by our ownership interest inOhio Gathering during the respective period.For the purpose of evaluating segment performance, we exclude the effect of corporate and other revenues and expenses, such as certain generaland administrative expenses (including compensation-related expenses and professional services fees), transaction costs, interest expense,Deferred Purchase Price Obligation income or expense and income tax expense or benefit from segment adjusted EBITDA. In the first quarter of2015, we discontinued allocating certain corporate expenses, primarily salaries, benefits, incentive compensation and rent expense, to our then-reportable segments. This change in allocation methodology was not implemented by Summit Investments with respect to Polar and Divide or the2016 Drop Down Assets. As a result of accounting for their activity on an as-if pooled basis due to common control, general and administrativeexpense allocations were higher for Polar and Divide and the 2016 Drop Down Assets during their respective common control periods.99Table of ContentsSegment adjusted EBITDA by reportable segment follows. Year ended December 31, 2016 2015 2014 (In thousands)Reportable segment adjusted EBITDA: Utica Shale (1)$66,637 $35,873 $6,176Williston Basin79,475 34,008 30,009Piceance/DJ Basins109,241 110,222 110,763Barnett Shale54,634 59,526 60,528Marcellus Shale19,203 23,214 15,940Total of reportable segments’ measures of profit or loss$329,190 $262,843 $223,416__________(1) Includes our proportional share of adjusted EBITDA for Ohio Gathering, based on a one-month lag.A reconciliation of loss before income taxes and loss from equity method investees to total of reportable segments' measures of profit or lossfollows. Year ended December 31, 2016 2015 2014 (In thousands)Reconciliation of loss before income taxes and loss from equity method investeesto total of reportable segments' measures of profit or loss: Loss before income taxes and loss from equity method investees$(7,768) $(216,268) $(29,802)Add: Corporate and other37,589 27,352 15,441Interest expense63,810 59,092 48,586Deferred Purchase Price Obligation expense55,854 — —Depreciation and amortization112,661 105,903 91,822Proportional adjusted EBITDA for equity method investees45,602 33,667 6,006Adjustments related to MVC shortfall payments11,600 (11,902) 26,565Unit-based and noncash compensation7,985 7,017 5,841Loss (gain) on asset sales, net93 (172) 442Long-lived asset impairment1,764 9,305 5,505Goodwill impairment— 248,851 54,199Less: Interest income— 2 4Impact of purchase price adjustment— — 1,185Total of reportable segments' measures of profit or loss$329,190 $262,843 $223,416We include adjustments related to MVC shortfall payments in our calculation of segment adjusted EBITDA to account for (i) the net increases ordecreases in deferred revenue for MVC shortfall payments and (ii) our inclusion of expected annual MVC shortfall payments. With respect to theimpact of a net change in deferred revenue for MVC shortfall payments, we treat increases in deferred revenue balances as a favorable adjustmentto segment adjusted EBITDA, while decreases in deferred revenue balances are treated as an unfavorable adjustment to segment adjustedEBITDA. We also include a proportional amount of any historical and expected MVC shortfall payments in each quarter prior to the quarter inwhich we actually recognize the shortfall payment. The expected MVC shortfall payment adjustments have not been billed to our customers andare not recognized in our consolidated financial statements. 100Table of ContentsAdjustments related to MVC shortfall payments by reportable segment follow. Year ended December 31, 2016 Williston Basin Piceance/DJBasins BarnettShale Total (In thousands)Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments$8,691 $3,288 $(677) $11,302Expected MVC shortfall payments— (317) 615 298Total adjustments related to MVC shortfall payments$8,691 $2,971 $(62) $11,600 Year ended December 31, 2015 Williston Basin Piceance/DJBasins BarnettShale Total (In thousands)Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments$11,870 $(21,623) $(1,700) $(11,453)Expected MVC shortfall payments— 33 (482) (449)Total adjustments related to MVC shortfall payments$11,870 $(21,590) $(2,182) $(11,902) Year ended December 31, 2014 Williston Basin Piceance/DJBasins BarnettShale Total (In thousands)Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments$10,743 $14,813 $821 $26,377Expected MVC shortfall payments— 381 (193) 188Total adjustments related to MVC shortfall payments$10,743 $15,194 $628 $26,5654. PROPERTY, PLANT AND EQUIPMENT, NETDetails on property, plant and equipment follow. December 31, 2016 2015 (In thousands)Gathering and processing systems and related equipment$2,026,363 $1,883,139Construction in progress39,954 75,132Land and line fill11,442 11,055Other35,227 32,427Total2,112,986 2,001,753Less accumulated depreciation259,315 188,970Property, plant and equipment, net$1,853,671 $1,812,783101Table of ContentsDuring 2016, 2015 and 2014, we identified certain events, facts and circumstances which indicated that certain of our property, plant andequipment could be impaired. As such, we reviewed the assets that had been identified as potentially impaired and estimated the fair value of theidentified property, plant and equipment using a market-based approach. For the assets which had fair values below their carrying value, werecognized the following long-lived asset impairments, by segment. Year ended December 31, 2016 2015 2014 (In thousands)Long-lived asset impairment: Williston Basin$569 $7,554 $—Piceance/DJ Basins— 1,220 —Barnett Shale1,195 531 5,505Our impairment determinations, in the context of these reviews, involved significant assumptions and judgments. Differing assumptions regardingany of these inputs could have a significant effect on the various valuations. As such, the fair value measurements utilized within these estimatesare classified as non-recurring Level 3 measurements in the fair value hierarchy because they are not observable from objective sources. Due tothe volatility of the inputs used, we cannot predict the likelihood of any future impairment.During the fourth quarters of 2015 and 2014, we identified a need to evaluate the goodwill associated with certain of our gathering systems (seeNote 6). In connection with these evaluations, we also evaluated the related property, plant and equipment associated therewith for impairment andconcluded that no impairment was necessary.Depreciation expense and capitalized interest follow. Year ended December 31, 2016 2015 2014 (In thousands)Depreciation expense$70,770 $63,915 $53,064Capitalized interest3,709 3,372 4,6465. AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACTDetails regarding our intangible assets and the unfavorable gas gathering contract (included in other noncurrent liabilities), all of which are subjectto amortization, follow. December 31, 2016 Useful lives(In years) Gross carryingamount Accumulatedamortization Net (Dollars in thousands)Favorable gas gathering contracts18.7 $24,195 $(10,795) $13,400Contract intangibles12.5 426,464 (146,468) 279,996Rights-of-way26.1 153,015 (24,959) 128,056Total intangible assets $603,674 $(182,222) $421,452 Unfavorable gas gathering contract10.0 $10,962 $(6,916) $4,046102Table of Contents December 31, 2015 Useful lives(In years) Gross carryingamount Accumulatedamortization Net (Dollars in thousands)Favorable gas gathering contracts18.7 $24,195 $(9,534) $14,661Contract intangibles12.5 426,464 (111,052) 315,412Rights-of-way26.3 150,143 (18,906) 131,237Total intangible assets $600,802 $(139,492) $461,310 Unfavorable gas gathering contract10.0 $10,962 $(6,077) $4,885During the fourth quarters of 2015 and 2014, we identified a need to evaluate the goodwill associated with certain of our gathering systems (seeNote 6). In connection with these evaluations, we also evaluated the related intangible assets associated therewith for impairment and concludedthat no impairment was necessary.We recognized amortization expense in other revenues as follows: Year ended December 31, 2016 2015 2014 (In thousands)Amortization expense – favorable gas gathering contracts$(1,261) $(1,478) $(1,741)Amortization expense – unfavorable gas gathering contract839 692 797We recognized amortization expense in costs and expenses as follows: Year ended December 31, 2016 2015 2014 (In thousands)Amortization expense – contract intangibles$35,416 $35,339 $32,554Amortization expense – rights-of-way6,053 5,863 5,260The estimated aggregate annual amortization expected to be recognized as of December 31, 2016 for each of the five succeeding fiscal yearsfollows. Intangible assets Unfavorable gasgathering contract (In thousands)2017$41,854 $2,158201841,323 1,888201941,154 —202043,403 —202141,630 —6. GOODWILLCurrent and historical goodwill is related to the original acquisitions of the Grand River, Bison Midstream, Polar and Divide and MountaineerMidstream systems. The assets acquired in the Polar and Divide Drop Down were carved out of Meadowlark Midstream. As such, we elected toapply the historical cost approach to determine the amount of goodwill to assign to the Polar and Divide reporting unit. Our procedures indicatedthat the remaining goodwill balance at Meadowlark Midstream immediately prior to the Polar and Divide Drop Down was entirely attributable to thePolar and Divide reporting unit.103Table of ContentsA rollforward of goodwill by reportable segment and in total follows. Piceance/DJBasins Williston Basin Marcellus Shale Total (In thousands)Goodwill, January 1, 2015$45,478 $203,373 $16,211 $265,062Goodwill impairment(45,478) (203,373) — (248,851)Goodwill, December 31, 2015— — 16,211 16,211Goodwill impairment— — — —Goodwill, December 31, 2016$— $— $16,211 $16,211Accumulated goodwill impairments by reportable segment for those reporting units that have previously recognized goodwill follow. December 31, 2016 2015 2014 (In thousands)Accumulated goodwill impairment: Piceance/DJ Basins$45,478 $45,478 $—Williston Basin257,572 257,572 54,199Total accumulated goodwill impairment$303,050 $303,050 $54,199As discussed in Note 2, we evaluate goodwill for impairment annually on September 30 and whenever events or circumstances indicate that it ismore likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill.We performed our annual goodwill impairment testing for the Mountaineer Midstream reporting unit as of September 30, 2016 using a combinationof the income and market approaches. We determined that its fair value substantially exceeded its carrying value, including goodwill; as such,there were no impairments of goodwill during 2016.2014 Annual Impairment Evaluation. In September 2014, we performed our annual goodwill impairment testing as of September 30 using acombination of the income and market approaches. We determined that the fair value of the Grand River, Mountaineer Midstream and Polar andDivide reporting units substantially exceeded their carrying value, including goodwill. We also determined that the fair value of the Bison Midstreamreporting unit exceeded its carrying value. However, it did not exceed its carrying value, including goodwill, by a substantial amount. Because thefair value of each reporting unit exceeded its carrying value, including goodwill, there were no associated impairments of goodwill in connectionwith our 2014 annual goodwill impairment test.Fourth Quarter 2014 Goodwill Impairment. During the latter part of the fourth quarter of 2014, the declines in prices for natural gas, NGLs and crudeoil accelerated, negatively impacting producers in each of our areas of operation. As a result, we considered whether the goodwill associated withour Grand River, Mountaineer Midstream, Polar and Divide and Bison Midstream reporting units could have been impaired. Our assessmentsrelated to Grand River and Mountaineer Midstream did not result in an indication that the associated goodwill had been impaired.Our assessment related to the Polar and Divide and Bison Midstream reporting units did result in an indication that the associated goodwill couldhave been impaired. We noted that both reporting units were impacted by the recent price declines. We also noted that a key Bison Midstreamcustomer announced that it was delaying its previously announced drilling plans which caused SMLP to reduce its forecasted volume assumption.The impact of these events increased the likelihood that the goodwill associated with the Polar and Divide and Bison Midstream reporting unitscould have been impaired. As such, we concluded that a triggering event occurred during the fourth quarter of 2014 requiring that we test thegoodwill associated with these reporting units for impairment.In connection therewith, we reperformed our step one analyses for each as of December 31, 2014. To estimate the fair value of the reporting units,we utilized two valuation methodologies: the market approach and the income approach.The results of our step one goodwill impairment testing indicated that the fair value of the Polar and Divide reporting unit exceeded its carryingvalue, including goodwill as of December 31, 2014. As a result, there was no associated impairment of goodwill in connection with the fourthquarter 2014 triggering event.104Table of ContentsThe results of our step one goodwill impairment testing indicated that the fair value of the Bison Midstream reporting unit was below its carryingvalue, including goodwill as of December 31, 2014. As a result, we performed step two of the goodwill impairment test.To perform step two, we first determined the fair values of the identifiable assets and liabilities. Significant assumptions utilized in thedetermination of the fair value of each reporting unit's individual assets and liabilities included the determination of discount rate and contributoryasset charge utilized in our calculation of the fair value of our contract intangibles, expected levels of throughput volume and associated capitalexpenditures and commodity prices.In the first quarter of 2015, we finalized our calculations of the fair values of the identified assets and liabilities in step two of the December 31,2014 goodwill impairment testing for the Bison Midstream reporting unit. This process confirmed the preliminary goodwill impairment of $54.2million that was recognized as of December 31, 2014.2015 Annual Impairment Evaluation. We performed our annual goodwill impairment testing as of September 30, 2015 using a combination of theincome and market approaches. We determined that the fair value of the Grand River, Mountaineer Midstream and Polar and Divide reporting unitsexceeded their carrying value, including goodwill. Because the fair value of each reporting unit exceeded its carrying value, including goodwill,there were no associated impairments of goodwill in connection with our 2015 annual goodwill impairment test.Fourth Quarter 2015 Goodwill Impairments. During the latter part of the fourth quarter of 2015 and the early part of the first quarter of 2016, thedeclines in forward prices for natural gas, NGLs and crude oil accelerated significantly. As a result, the energy sector's public debt and equitymarket experienced increased volatility, particularly for comparable companies operating in the midstream services sector. Additionally, during thisperiod, the values of our publicly traded equity and debt instruments decreased as did those of comparable midstream companies.Due to (i) the increased market volatility, (ii) the decrease in market values of comparable companies, (iii) the continued trend of falling commodityprices and (iv) the finalization of our annual financial and operating plans which took into account changes resulting from expected levels of drillingactivity, we concluded that a triggering event occurred during the fourth quarter of 2015 requiring that we test the goodwill associated with ourGrand River and Polar and Divide reporting units. Our assessment related to Mountaineer Midstream did not result in an indication that a triggeringevent had occurred for Mountaineer Midstream.In connection therewith, we updated our step one analyses as of December 31, 2015. These updated analyses indicated that the carrying valuesfor Grand River and Polar and Divide exceeded their estimated fair values. As a result, we then performed step two of the goodwill impairment testfor both reporting units.To perform step two, we first determined the estimated fair values of the identifiable assets and liabilities. Significant assumptions utilized in thedetermination of the fair value of each reporting unit's individual assets and liabilities included the determination of discount rate taking intoconsideration company-specific risks and contributory asset charge utilized in our contract intangibles, expected levels of throughput volume andassociated capital expenditures.In the first quarter of 2016, we finalized our calculations of the fair values of the identified assets and liabilities in step two of the December 31,2015 goodwill impairment testing for the Grand River and Polar and Divide reporting units. This process confirmed the preliminary goodwillimpairments of $45.5 million for Grand River and $203.4 million for Polar and Divide that were recognized as of December 31, 2015.Fair Value Measurement. Our impairment determinations, in the context of (i) our annual impairment evaluations and (ii) our other-than-annualimpairment evaluations involved significant assumptions and judgments, as discussed above. Differing assumptions regarding any of these inputscould have a significant effect on the various valuations. As such, the fair value measurements utilized within these models are classified as non-recurring Level 3 measurements in the fair value hierarchy because they are not observable from objective sources. Due to the volatility of theinputs used, we cannot predict the likelihood of any future impairment.7. EQUITY METHOD INVESTMENTSOhio Gathering owns, operates and is currently developing midstream infrastructure consisting of a liquids-rich natural gas gathering system, a drynatural gas gathering system and a condensate stabilization facility in the Utica Shale Play in southeastern Ohio. Ohio Gathering providesgathering services pursuant to primarily long-term, fee-based gathering agreements, which include acreage dedications.105Table of ContentsIn January 2014, Summit Investments acquired a 1% ownership interest in Ohio Gathering from Blackhawk Midstream, LLC ("Blackhawk") for$190.0 million. Concurrent with this acquisition, Summit Investments made an $8.4 million capital contribution to Ohio Gathering to maintain its 1%ownership interest.The ownership interest Summit Investments acquired from Blackhawk included an option to increase the holder's ownership interest in OhioGathering to 40% (the "Option"). In May 2014, Summit Investments exercised the Option to increase its ownership to 40% (the "Option Exercise")and made the following payments (i) $326.6 million of capital contribution true-ups, (ii) $50.4 million of additional capital contributions to maintainits 40% ownership interest and (iii) $5.4 million of management fee payments that were recognized as capital contributions in its Ohio Gatheringcapital accounts. Concurrent with and subsequent to the Option Exercise, the non-affiliated owners have retained their respective 60% ownershipinterest in Ohio Gathering (the "Non-affiliated Owners").Summit Investments accounted for its initial ownership interests in Ohio Gathering under the cost method due to its ownership percentage andbecause it determined that it was not the primary beneficiary. Subsequent to the Option Exercise, Summit Investments accounted for itsownership interests in Ohio Gathering as equity method investments because it had joint control with the Non-affiliated Owners, which gave itsignificant influence. This shift from the cost method to the equity method required that Summit Investments retrospectively reflect its investmentin Ohio Gathering and the associated results of operations as if it had been utilizing the equity method since the inception of its investment.Summit Investments recognized the $190.0 million that it paid to Blackhawk as an investment in Ohio Gathering at inception. In addition, OhioGathering had assigned a value of $7.5 million to the Option, recognized it initially as an asset and concurrently attributed the value of the Optionto Blackhawk's capital account. Upon acquiring Blackhawk's interest, the Option was reclassified from Blackhawk's capital account to SummitInvestments' capital account in Ohio Gathering's records. Neither of these transactions involved a flow of funds to or from Ohio Gathering. Assuch, they created a basis difference between its recorded investment in equity method investees and that recognized and attributed to SummitInvestments by Ohio Gathering. In accordance with the retrospective recognition triggered by the Option Exercise, in February 2014, SummitInvestments began amortizing these basis differences over the weighted-average remaining life of the contracts underlying Ohio Gathering'soperations. The impact of amortizing these two basis differences resulted in a net decrease to Summit Investments' investment in equity methodinvestees.Subsequent to the Option Exercise, Summit Investments continued to make capital contributions to Ohio Gathering along with receivingdistributions such that it maintained its 40% ownership interest through the 2016 Drop Down. Subsequent to the 2016 Drop Down, SMLP beganmaking contributions and receiving distributions and will also continue amortizing the two basis differences, as noted above.In June 2016, an impairment loss was recognized by OCC. We recorded our 40% share of the impairment loss, or $37.8 million, in loss from equitymethod investees in the consolidated statements of operations.A reconciliation of our 40% ownership interest in Ohio Gathering to our investment per Ohio Gathering's books and records follows. 2016 2015 (In thousands)Investment in equity method investees, December 31$707,415 $751,168December cash distributions3,172 3,472December cash contributions(5,318) —Basis difference(143,536) (156,888)Investment in equity method investees, net of basis difference, November 30$561,733 $597,752106Table of ContentsSummarized balance sheet information for OGC and OCC follows (amounts represent 100% of investee financial information). November 30, 2016 November 30, 2015 OGC OCC OGC OCC (In thousands)Current assets$43,797 $2,546 $42,053 $6,633Noncurrent assets1,330,199 31,195 1,333,726 127,663Total assets$1,373,996 $33,741 $1,375,779 $134,296 Current liabilities$22,067 $3,448 $34,996 $6,234Noncurrent liabilities8,396 13,111 5,538 12,545Total liabilities$30,463 $16,559 $40,534 $18,779Summarized statements of operations information for OGC and OCC follows (amounts represent 100% of investee financial information). Twelve months endedNovember 30, 2016 Twelve months endedNovember 30, 2015 Ten months endedNovember 30, 2014 OGC OCC OGC OCC OGC OCC (In thousands)Total revenues$148,662 $15,791 $120,623 $9,467 $45,313 $—Total operating expenses96,647 111,528 96,948 15,633 64,166 2,208Net income (loss)52,009 (94,230) 23,655 (6,852) (18,853) (2,208)8. DEFERRED REVENUEThe majority of our gas gathering agreements provide for a monthly, quarterly or annual MVC from our customers. The amount of the shortfallpayment is based on the difference between the actual throughput volume shipped or processed for the applicable period and the MVC for theapplicable period, multiplied by the applicable gathering or processing fee.Many of our gas gathering agreements contain provisions that can reduce or delay the cash flows that we expect to receive from our MVCs to theextent that a customer's actual throughput volumes are above or below its MVC for the applicable contracted measurement period. Theseprovisions include the following:•To the extent that a customer's throughput volumes are less than its MVC for the applicable period and the customer makes a shortfallpayment, it may be entitled to an offset in one or more subsequent periods to the extent that its throughput volumes in subsequent periodsexceed its MVC for those periods. In such a situation, we would not receive gathering fees on throughput in excess of that customer'sMVC (depending on the terms of the specific gas gathering agreement) to the extent that the customer had made a shortfall payment withrespect to one or more preceding measurement periods (as applicable).•To the extent that a customer's throughput volumes exceed its MVC in the applicable contracted measurement period, it may be entitledto apply the excess throughput against its aggregate MVC, thereby reducing the period for which its annual MVC applies. As a result ofthis mechanism, the weighted-average remaining period for which our MVCs apply will be less than the weighted-average of the originalstated contract terms of our MVCs.•To the extent that certain of our customers' throughput volumes exceed its MVC for the applicable period, there is a crediting mechanismthat allows the customer to build a bank of credits that it can utilize in the future to reduce shortfall payments owed in subsequent periods,subject to expiration if there is no shortfall in subsequent periods. The period over which this credit bank can be applied to future shortfallpayments varies, depending on the particular gas gathering agreement.107Table of ContentsA rollforward of current deferred revenue follows. Williston Basin Piceance/DJBasins BarnettShale Totalcurrent (In thousands)Current deferred revenue, December 31, 2014$— $— $2,377 $2,377Additions— 2,743 677 3,420Less revenue recognized— 2,743 2,377 5,120Current deferred revenue, December 31, 2015— — 677 677Additions— 11,672 — 11,672Less revenue recognized— 11,672 677 12,349Current deferred revenue, December 31, 2016$— $— $— $—A rollforward of noncurrent deferred revenue follows. Williston Basin Piceance/DJBasins BarnettShale Total noncurrent (In thousands)Noncurrent deferred revenue, December 31, 2014$17,132 $38,107 $— $55,239Additions11,897 12,765 — 24,662Less revenue recognized27 34,388 — 34,415Noncurrent deferred revenue, December 31, 201529,002 16,484 — 45,486Additions8,691 3,700 — 12,391Less revenue recognized— 412 — 412Noncurrent deferred revenue, December 31, 2016$37,693 $19,772 $— $57,465In September 2015, we determined that it would be remote for a certain Piceance/DJ Basins customer to ship volumes in excess of its MVC suchthat it could recover certain previous MVC shortfall payments, which had been recorded as deferred revenue, as an offset to future gathering fees.We based this determination on public statements by the customer regarding future drilling and investment plans in the area covered by the MVCcontract. Due to the remote nature of having to perform any services associated with the previously deferred gathering revenue, we evaluated (i)the terms of the customer contract, (ii) the capacity of the central receipt points for throughput volumes covered by the MVC contract and (iii) thesize of the AMI, including the number of drilling locations to determine what amount of previously deferred gathering revenue had met the criteriafor revenue recognition. Our evaluation resulted in the recognition of $34.4 million of gathering services and related fees revenue that had beenpreviously deferred with a corresponding reduction to deferred revenue. This represents recognition of amounts deferred up to the September 2015event triggering the conclusion that the associated shortfall payments should be recognized as revenue.As of December 31, 2016, accounts receivable included $46.0 million of total shortfall payment billings, of which $8.5 million related to MVCarrangements that can be utilized to offset gathering fees in subsequent periods.108Table of Contents9. DEBTDebt consisted of the following: December 31, 2016 2015 (In thousands)Summit Holdings variable rate senior secured Revolving Credit Facility (3.27% at December 31, 2016 and2.93% at December 31, 2015) due November 2018$648,000 $344,000Summit Holdings 5.5% senior unsecured notes due August 2022300,000 300,000Less unamortized debt issuance costs (1)(3,516) (4,139)Summit Holdings 7.5% senior unsecured notes due July 2021300,000 300,000Less unamortized debt issuance costs (1)(4,183) (5,091)SMP Holdings variable rate senior secured revolving credit facility (2.43% at December 31, 2015) (2)— 115,000SMP Holdings variable rate senior secured term loan (2.43% at December 31, 2015) (2)— 217,500Total long-term debt$1,240,301 $1,267,270__________(1) Issuance costs are being amortized over the life of the notes.(2) Debt was allocated to the 2016 Drop Down Assets prior to the closing of the 2016 Drop Down but was retained by Summit Investments after close.The aggregate amount of debt maturing during each of the years after December 31, 2016 are as follow (in thousands):2017$—2018648,0002019—2020—2021300,000Thereafter300,000Total long-term debt$1,248,000Revolving Credit Facility. Summit Holdings has a senior secured Revolving Credit Facility which allows for revolving loans, letters of credit andswingline loans. The Revolving Credit Facility has a $1.25 billion borrowing capacity, matures in November 2018, and includes a $200.0 millionaccordion feature.In February 2016, we closed on an amendment to the Revolving Credit Facility, which became effective concurrent with the March 2016 closing ofthe 2016 Drop Down. In connection with this amendment, (i) the Revolving Credit Facility's borrowing capacity increased from $700.0 million to$1.25 billion, (ii) a new investment basket allowing the Co-Issuers (as defined below) to buy back up to $100.0 million of our outstanding seniorunsecured notes was included, (iii) the total leverage ratio was increased to 5.5 to 1.0 through December 31, 2016 and (iv) various amendmentswere approved to facilitate the 2016 Drop Down. There was no change to the pricing or the maturity date of the Revolving Credit Facility inconnection with this amendment.Borrowings under the Revolving Credit Facility bear interest at LIBOR or an Alternate Base Rate ("ABR") plus an applicable margin ranging from0.75% to 1.75% for ABR borrowings and 1.75% to 2.75% for LIBOR borrowings, with the commitment fee ranging from 0.30% to 0.50% in eachcase based on our relative leverage at the time of determination. At December 31, 2016, the applicable margin under LIBOR borrowings was2.50%, the interest rate was 3.27% and the unused portion of the Revolving Credit Facility totaled $602.0 million (subject to a commitment fee of0.50%).The Revolving Credit Facility is secured by the membership interests of Summit Holdings and those of its subsidiaries. Substantially all of SummitHoldings' and its subsidiaries' assets are pledged as collateral under the Revolving Credit Facility. Prior to the 2016 Drop Down, the RevolvingCredit Facility and Summit Holdings' obligations, were guaranteed by SMLP, Bison Midstream and its subsidiaries, Grand River and its subsidiaryand DFW Midstream (the "Guarantor Subsidiaries" prior to the 2016 Drop Down).109Table of ContentsFollowing the 2016 Drop Down, OpCo GP, OpCo, Summit Utica, Meadowlark Midstream and Tioga Midstream were added as subsidiaryguarantors of the Revolving Credit Facility and the Senior Notes (as defined below). On August 5, 2016, a consent and waiver agreement to theRevolving Credit Facility was executed effective March 30, 2016 (the "Consent and Waiver Agreement"), which removed the guarantees of OpCo,Summit Utica, Meadowlark Midstream and Tioga Midstream (collectively, the "Non-Guarantor Subsidiaries") from the Revolving Credit Facility andconcurrently, from the Senior Notes.The Revolving Credit Facility contains affirmative and negative covenants customary for credit facilities of its size and nature that, among otherthings, limit or restrict the ability to: (i) incur additional debt; (ii) make investments; (iii) engage in certain mergers, consolidations, acquisitions orsales of assets; (iv) enter into swap agreements and power purchase agreements; (v) enter into leases that would cumulatively obligate paymentsin excess of $30.0 million over any 12-month period; and (vi) prohibits the payment of distributions by Summit Holdings if a default then exists orwould result therefrom, and otherwise limits the amount of distributions Summit Holdings can make. In addition, the Revolving Credit Facilityrequires Summit Holdings to maintain a ratio of consolidated trailing 12-month earnings before interest, income taxes, depreciation andamortization ("EBITDA," as defined in the credit agreement) to net interest expense of not less than 2.5 to 1.0 (as defined in the credit agreement)and a ratio of total net indebtedness to consolidated trailing 12-month EBITDA of not more than 5.0 to 1.0, or not more than 5.5 to 1.0 for up to 270days following certain acquisitions. Additionally, the total leverage ratio upper limit can be increased from 5.0 to 1.0 to 5.5 to 1.0 at our option,subject to the inclusion of a senior secured leverage ratio (senior secured net indebtedness to consolidated trailing 12-month EBITDA, as definedin the credit agreement) upper limit of 3.75 to 1.0.As of December 31, 2016, we were in compliance with the Revolving Credit Facility's covenants. There were no defaults or events of default duringthe year ended December 31, 2016.Senior Notes. In July 2014, Summit Holdings and its 100% owned finance subsidiary, Finance Corp., together with Summit Holdings, the "Co-Issuers"), co-issued $300.0 million of 5.5% senior unsecured notes maturing August 15, 2022 (the "5.5% Senior Notes"). In June 2013, the Co-Issuers co-issued $300.0 million of 7.5% senior unsecured notes maturing July 1, 2021 (the "7.5% Senior Notes" and together with the 5.5%Senior Notes, the "Senior Notes").Following execution of the Consent and Waiver Agreement, Bison Midstream and its subsidiaries, Grand River and its subsidiary, DFW Midstreamand OpCo GP (collectively, the "Guarantor Subsidiaries" subsequent to the 2016 Drop Down after giving effect to the Consent and WaiverAgreement) and SMLP have fully and unconditionally and jointly and severally guaranteed the 5.5% Senior Notes and the 7.5% Senior Notes(collectively, the "Senior Notes") (see Note 17). Prior to execution of the Consent and Waiver Agreement, the Senior Notes were guaranteed bySMLP and its then-subsidiaries other than the Co-Issuers. At no time have the Senior Notes been guaranteed by the Co-Issuers. There are nosignificant restrictions on the ability of SMLP or Summit Holdings to obtain funds from its subsidiaries by dividend or loan. Finance Corp. has hadno assets or operations since inception in 2013.Subsequent Events. In February 2017, we amended the 2014 SRS to include additional guarantor subsidiaries and completed a public offering of$500.0 million principal 5.75% senior unsecured notes maturing April 15, 2025. Concurrent therewith, we made a tender offer to purchase all of theoutstanding 7.5% Senior Notes. The tender offer expired on February 14, 2017 with $276.9 million validly tendered. On February 16, 2017, weissued a notice of redemption for the 7.5% Senior Notes that remained outstanding subsequent to the tender offer. The remaining $23.1 million of7.5% Senior Notes will be redeemed on March 18, 2017, with payment made on March 20, 2017. In addition to using the proceeds to purchase allof the outstanding 7.5% Senior Notes, we have also used the proceeds to repay a portion of the outstanding borrowings under our Revolving CreditFacility. Remaining unamortized debt issuance costs on the 7.5% Senior Notes will be written off in the first quarter of 2017.5.5% Senior Notes. We pay interest on the 5.5% Senior Notes semi-annually in cash in arrears on February 15 and August 15 of each year. The5.5% Senior Notes are senior, unsecured obligations and rank equally in right of payment with all of our existing and future senior obligations. The5.5% Senior Notes are effectively subordinated in right of payment to all of our secured indebtedness, to the extent of the collateral securing suchindebtedness. We used the proceeds from the issuance of the 5.5% Senior Notes to repay a portion of the balance outstanding under ourRevolving Credit Facility.At any time prior to August 15, 2017, the Co-Issuers may redeem up to 35% of the aggregate principal amount of the 5.5% Senior Notes at aredemption price of 105.500% of the principal amount of the 5.5% Senior Notes, plus accrued and unpaid interest, if any, to the redemption date,with an amount not greater than the net cash proceeds of certain equity offerings. On and after August 15, 2017, the Co-Issuers may redeem all orpart of the 5.5% Senior Notes at a redemption price of 104.125% (with the redemption premium declining ratably each year to 100.000% on110Table of Contentsand after August 15, 2020), plus accrued and unpaid interest, if any. Debt issuance costs of $5.1 million are being amortized over the life of thesenior notes.The 5.5% Senior Notes' indenture restricts SMLP’s and the Co-Issuers’ ability and the ability of certain of their subsidiaries to: (i) incur additionaldebt or issue preferred stock; (ii) make distributions, repurchase equity or redeem subordinated debt; (iii) make payments on subordinatedindebtedness; (iv) create liens or other encumbrances; (v) make investments, loans or other guarantees; (vi) sell or otherwise dispose of a portionof their assets; (vii) engage in transactions with affiliates; and (viii) make acquisitions or merge or consolidate with another entity. Thesecovenants are subject to a number of important exceptions and qualifications. At any time when the senior notes are rated investment grade byeach of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no default or event of default under the indenture hasoccurred and is continuing, many of these covenants will terminate.The 5.5% Senior Notes' indenture provides that each of the following is an event of default: (i) default for 30 days in the payment when due ofinterest on the 5.5% Senior Notes; (ii) default in the payment when due of the principal of, or premium, if any, on the 5.5% Senior Notes; (iii) failureby the Co-Issuers or SMLP to comply with certain covenants relating to mergers and consolidations, change of control or asset sales; (iv) failureby SMLP for 180 days after notice to comply with certain covenants relating to the filing of reports with the SEC; (v) failure by the Co-Issuers orSMLP for 30 days after notice to comply with any of the other agreements in the indenture; (vi) specified defaults under any mortgage, indenture orinstrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by SMLP orany of its restricted subsidiaries (or the payment of which is guaranteed by SMLP or any of its restricted subsidiaries); (vii) failure by SMLP or anyof its restricted subsidiaries to pay certain final judgments aggregating in excess of $20.0 million; (viii) except as permitted by the indenture, anyguarantee of the senior notes shall cease for any reason to be in full force and effect or any guarantor, or any person acting on behalf of anyguarantor, shall deny or disaffirm its obligations under its guarantee of the senior notes; and (ix) certain events of bankruptcy, insolvency orreorganization described in the indenture. In the case of an event of default as described in the foregoing clause (ix), all outstanding 5.5% SeniorNotes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trusteeor the holders of at least 25% in principal amount of the then outstanding 5.5% Senior Notes may declare all the 5.5% Senior Notes to be due andpayable immediately.As of December 31, 2016, we were in compliance with the covenants of the 5.5% Senior Notes and there were no defaults or events of defaultduring the year ended December 31, 2016.7.5% Senior Notes. The 7.5% Senior Notes were sold within the United States only to qualified institutional buyers in reliance on Rule 144A underthe Securities Act and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. Effective as ofApril 7, 2014, all of the holders of our 7.5% Senior Notes exchanged their unregistered senior notes and the guarantees of those notes forregistered notes and guarantees. The terms of the registered senior notes were substantially identical to the terms of the unregistered seniornotes, except that the transfer restrictions, registration rights and provisions for additional interest relating to the unregistered senior notes did notapply to the registered senior notes.We paid interest on the 7.5% Senior Notes semi-annually in cash in arrears on January 1 and July 1 of each year. Debt issuance costs of $7.4million were being amortized to interest expense over the life of the senior notes. The 7.5% Senior Notes were senior, unsecured obligations andranked equally in right of payment with all of our then-existing senior obligations. The 7.5% Senior Notes were effectively subordinated in right ofpayment to all of our secured indebtedness, to the extent of the collateral securing such indebtedness. We used the proceeds from the issuanceof the 7.5% Senior Notes to repay a portion of the balance outstanding under our Revolving Credit Facility.Subsequent to June 2016, in accordance with the terms of the indenture, the Co-Issuers could redeem all or part of the 7.5% Senior Notes at aredemption price of 105.625% (with the redemption premium declining ratably each year to 100.000% on and after July 1, 2019), plus accrued andunpaid interest, if any.The 7.5% Senior Notes indenture restricted SMLP’s and the Co-Issuers’ ability and the ability of certain of their subsidiaries to: (i) incur additionaldebt or issue preferred stock; (ii) make distributions, repurchase equity or redeem subordinated debt; (iii) make payments on subordinatedindebtedness; (iv) create liens or other encumbrances; (v) make investments, loans or other guarantees; (vi) sell or otherwise dispose of a portionof their assets; (vii) engage in transactions with affiliates; and (viii) make acquisitions or merge or consolidate with another entity. Thesecovenants were subject to a number of important exceptions and qualifications.As of December 31, 2016, we were in compliance with the covenants for the 7.5% Senior Notes and there were no defaults or events of defaultduring the year ended December 31, 2016.111Table of ContentsSMP Holdings Credit Facility. SMP Holdings had a $250.0 million revolving credit facility (the "SMP Revolving Credit Facility") and a $200.0million term loan (the "Term Loan" and, collectively with the SMP Revolving Credit Facility, the "SMP Holdings Credit Facility"). Because fundingfrom the SMP Holdings Credit Facility was used to support the development of the 2016 Drop Down Assets, Summit Investments allocated theSMP Holdings Credit Facility to the Partnership during the common control period. Borrowings under the SMP Holdings Credit Facility incurredinterest at LIBOR or a base rate (as defined in the credit agreement) plus an applicable margin.In March 2014, Summit Investments repaid the then-outstanding $100.0 million remaining balance on the Term Loan as well as $95.0 million thenoutstanding under the SMP Revolving Credit Facility. It wrote off $1.5 million of debt issuance costs in connection with these repayments. In May2014, Summit Investments borrowed $400.0 million pursuant to the Term Loan accordion and in May 2015, it repaid the then-outstanding remainingbalance of the Term Loan accordion and wrote off $0.7 million of debt issuance costs in connection therewith. The allocation of activity under theSMP Revolving Credit Facility ended concurrent with the closing of the 2016 Drop Down.10. FINANCIAL INSTRUMENTSConcentrations of Credit Risk. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cashequivalents and accounts receivable. We maintain our cash and cash equivalents in bank deposit accounts that frequently exceed federallyinsured limits. We have not experienced any losses in such accounts and do not believe we are exposed to any significant risk.Accounts receivable primarily comprise amounts due for the gathering, treating and processing services we provide to our customers and also thesale of natural gas liquids resulting from our processing services. This industry concentration has the potential to impact our overall exposure tocredit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions.We monitor the creditworthiness of our counterparties and can require letters of credit for receivables from counterparties that are judged to havesubstandard credit, unless the credit risk can otherwise be mitigated. Our top five customers or counterparties accounted for 62% of totalaccounts receivable at December 31, 2016, compared with 68% as of December 31, 2015.Fair Value. The carrying amount of cash and cash equivalents, accounts receivable and trade accounts payable reported on the balance sheetapproximates fair value due to their short-term maturities.The Deferred Purchase Price Obligation's carrying value is its fair value because carrying value represents the present value of the paymentexpected to be made in 2020. Our calculation of the Deferred Purchase Price Obligation involves significant assumptions and judgments. Differingassumptions regarding any of these inputs could have a material effect on the ultimate cash payment and the Deferred Purchase Price Obligation.As such, its fair value measurement is classified as a non-recurring Level 3 measurement in the fair value hierarchy because our assumptions andjudgments are not observable from objective sources (see Note 16).The Deferred Purchase Price Obligation represents our only Level 3 financial instrument fair value measurement. A rollforward of our Level 3liability measured at fair value on a recurring basis follows. Year ended December 31,2016 (In thousands)Level 3 liability, beginning of period$—Addition507,427Change in fair value55,854Level 3 liability, end of period$563,281112A summary of the estimated fair value of our debt financial instruments follows. December 31, 2016 December 31, 2015 Carryingvalue Estimatedfair value(Level 2) Carryingvalue Estimatedfair value(Level 2) (In thousands)Summit Holdings Revolving Credit Facility$648,000 $648,000 $344,000 $344,000Summit Holdings 5.5% Senior Notes ($300.0 million principal)296,484 294,500 295,861 224,000Summit Holdings 7.5% Senior Notes ($300.0 million principal)295,817 316,000 294,909 257,000SMP Holdings revolving credit facility (1)— — 115,000 115,000SMP Holdings term loan (1)— — 217,500 217,500__________(1) Debt was allocated to the 2016 Drop Down Assets prior to the closing of the 2016 Drop Down but was retained by Summit Investments after close.The carrying value on the balance sheet of each revolving credit facility and the term loan is its fair value due to its floating interest rate. The fairvalue for the Senior Notes is based on an average of nonbinding broker quotes as of December 31, 2016 and 2015. The use of different marketassumptions or valuation methodologies may have a material effect on the estimated fair value of the Senior Notes.11. PARTNERS' CAPITALA rollforward of the number of common limited partner, subordinated limited partner and General Partner units follows. Common Subordinated General Partner TotalUnits, January 1, 201429,079,866 24,409,850 1,091,453 54,581,169Units issued in connection with the March Equity 2014 Offering5,300,000 — — 5,408,337Contribution from General Partner— — 108,337 108,337Net units issued under SMLP LTIP46,647 — 861 47,508Units, December 31, 201434,426,513 24,409,850 1,200,651 60,037,014Units issued in connection with the May 2015 Equity Offering7,475,000 — — 7,475,000Contribution from General Partner— — 152,551 152,551Net units issued under SMLP LTIP161,131 — 1,498 162,629Units, December 31, 201542,062,644 24,409,850 1,354,700 67,827,194Subordinated units conversion24,409,850 (24,409,850) — —Units issued in connection with the September 2016 Equity Offering5,500,000 — — 5,500,000Contribution from General Partner— — 112,245 112,245Net units issued under SMLP LTIP138,627 — 4,242 142,869Units, December 31, 201672,111,121 — 1,471,187 73,582,308Unit Offerings. In March 2014, we completed an underwritten public offering of 10,350,000 common units at a price of $38.75 per unit, of which5,300,000 common units were offered by the Partnership and 5,050,000 common units were offered by a subsidiary of Summit Investments,pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC. Concurrently, our General Partner made a capitalcontribution to maintain its approximate 2% general partner interest in SMLP. We used the proceeds from the primary offering and the GeneralPartner capital contribution to fund a portion of the purchase of Red Rock Gathering.113Table of ContentsIn September 2014, we completed a secondary underwritten public offering of 4,347,826 SMLP common units held by a subsidiary of SummitInvestments pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC. We did not receive any proceeds fromthis offering.In May 2015, we completed an underwritten public offering of 6,500,000 common units at a price of $30.75 per unit pursuant to an effective shelfregistration statement on Form S-3 previously filed with the SEC (the "May 2015 Equity Offering"). On May 22, 2015, the underwriters exercised infull their option to purchase an additional 975,000 common units from us at a price of $30.75 per unit. Concurrent with both transactions, ourGeneral Partner made a capital contribution to us to maintain its approximate 2% general partner interest.In September 2016, we completed an underwritten public offering of 5,500,000 common units at a price of $23.20 per unit pursuant to an effectiveshelf registration statement on Form S-3 previously filed with the SEC (the "September 2016 Equity Offering"). Following the September 2016Equity Offering, our General Partner made a capital contribution to us to maintain its approximate 2% general partner interest. We used the netproceeds from the September 2016 Equity Offering to pay down our Revolving Credit Facility.In January 2017, we completed a secondary underwritten public offering of 4,000,000 SMLP common units held by a subsidiary of SummitInvestments pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC. We did not receive any proceeds fromthis offering.Subordination. The subordination period ended in conjunction with the February 2016 distribution payment in respect of the fourth quarter of 2015and the then-outstanding subordinated units converted to common units on a one-for-one basis. Prior to the end of the subordination period, theprincipal difference between our common units and subordinated units was that holders of the subordinated units were not entitled to receive anydistribution of available cash until the common units had received the minimum quarterly distribution ("MQD") plus any arrearages in the paymentof the MQD from prior quarters.Noncontrolling Interest. We have recorded Summit Investments' indirect retained ownership interest in OpCo and its subsidiaries as anoncontrolling interest in the consolidated financial statements.Summit Investments' Equity in Contributed Subsidiaries. Summit Investments' equity in contributed subsidiaries represents its position in thenet assets of the 2016 Drop Down Assets, Polar and Divide, Red Rock Gathering and Bison Midstream that have been acquired by SMLP. Thebalance also reflects net income attributable to Summit Investments for the 2016 Drop Down Assets, Polar and Divide, Red Rock Gathering andBison Midstream for the periods beginning on their respective acquisition dates by Summit Investments and ending on the dates they wereacquired by the Partnership. Net income or loss was attributed to Summit Investments for:•the 2016 Drop Down Assets for the period from January 1, 2014 to March 3, 2016;•Polar and Divide for the period from January 1, 2014 to May 18, 2015; and•Red Rock Gathering for the period from January 1, 2014 to March 18, 2014.Although included in partners' capital, any net income or loss attributable to Summit Investments is excluded from the calculation of EPU.2016 Drop Down. On March 3, 2016, we acquired the 2016 Drop Down Assets from a subsidiary of Summit Investments. We paid cashconsideration of $360.0 million and recognized a Deferred Purchase Price Obligation of $507.4 million in exchange for Summit Investments' $1.11billion net investment in the 2016 Drop Down Assets (see Note 16). In June 2016, we received a working capital adjustment of $0.6 million from asubsidiary of Summit Investments. We recognized a capital contribution from Summit Investments for the difference between (i) the net cashconsideration paid and the Deferred Purchase Price Obligation and (ii) Summit Investments' net investment in the 2016 Drop Down Assets.114Table of ContentsThe calculation of the capital contribution and its allocation to partners' capital follows (in thousands).Summit Investments' net investment in the 2016 Drop Down Assets$771,929 SMP Holdings borrowings allocated to 2016 Drop Down Assets and retained by Summit Investments342,926 Acquired carrying value of 2016 Drop Down Assets $1,114,855 Deferred Purchase Price Obligation$507,427 Borrowings under Revolving Credit Facility360,000 Working capital adjustment received from a subsidiary of Summit Investments(569) Total consideration paid and recognized by SMLP 866,858Excess of acquired carrying value over consideration paid and recognized $247,997 Allocation of capital contribution: General partner interest$4,953 Common limited partner interest243,044 Partners' capital contribution – excess of acquired carrying value over consideration paid and recognized $247,997Polar and Divide Drop Down. On May 18, 2015, we acquired 100% of the membership interests in Polar Midstream and Epping from a subsidiaryof Summit Investments. We paid total net cash consideration of $285.7 million in exchange for Summit Investments' $416.0 million net investmentin Polar Midstream and Epping, including customary working capital and capital expenditures adjustments (see Note 16 for additional information).We recognized a capital contribution from Summit Investments for the difference between cash consideration paid and Summit Investments' netinvestment in Polar Midstream and Epping.The calculation of the capital contribution and its allocation to partners' capital follow (in thousands).Summit Investments' net investment in Polar Midstream and Epping $416,044Total net cash consideration paid to a subsidiary of Summit Investments 285,677Excess of acquired carrying value over consideration paid $130,367 Allocation of capital contribution: General partner interest$2,607 Common limited partner interest80,079 Subordinated limited partner interest47,681 Partners' capital contribution – excess of acquired carrying value over consideration paid $130,367Red Rock Drop Down. On March 18, 2014, we acquired 100% of the membership interests in Red Rock Gathering from a subsidiary of SummitInvestments. We paid total net cash consideration of $307.9 million (including working capital adjustments accrued in December 2014 and cashsettled in February 2015) in exchange for Summit Investments' $241.8 million net investment in Red Rock Gathering. As a result of the excess ofthe purchase price over acquired carrying value of Red Rock Gathering, SMLP recognized a capital distribution to Summit Investments.115Table of ContentsThe calculation of the capital distribution and its allocation to partners' capital follow (in thousands).Summit Investments' net investment in Red Rock Gathering $241,817Total net cash consideration paid to a subsidiary of Summit Investments 307,941Excess of consideration paid over acquired carrying value $(66,124) Allocation of capital distribution: General partner interest$(1,323) Common limited partner interest(37,910) Subordinated limited partner interest(26,891) Partners' capital distribution – excess of consideration paid over acquired carrying value $(66,124)Cash Distribution PolicyOur cash distribution policy, as expressed in our Partnership Agreement, may not be modified or repealed without amending our PartnershipAgreement. Our Partnership Agreement requires that we distribute all of our available cash (as defined below) within 45 days after the end of eachquarter to unitholders of record on the applicable record date. Our policy is to distribute to our unitholders an amount of cash each quarter that isequal to or greater than the MQD stated in our Partnership Agreement.General Partner Interest. Our General Partner is entitled to an equivalent percentage of all distributions that we make prior to our liquidation basedon its respective general partner interest, up to a maximum of 2%. Our General Partner has the right, but not the obligation, to contribute aproportionate amount of capital to us to maintain its current general partner interest. Our General Partner's interest in our distributions will bereduced if we issue additional units in the future and our General Partner does not contribute a proportionate amount of capital to us to maintain itsgeneral partner interest immediately prior to the unit issuance.Minimum Quarterly Distribution. Our Partnership Agreement generally requires that we make a minimum quarterly distribution to the holders ofour common units of $0.40 per unit, or $1.60 on an annualized basis, to the extent we have sufficient cash from our operations after theestablishment of cash reserves and the payment of costs and expenses, including reimbursements of expenses to our General Partner. Theamount of distributions paid under our policy is subject to fluctuations based on the amount of cash we generate from our business and thedecision to make any distribution is determined by our General Partner, taking into consideration the terms of our Partnership Agreement.Definition of Available Cash. Available cash generally means, for any quarter, all cash on hand at the end of that quarter:•less the amount of cash reserves established by our General Partner at the date of determination of available cash for that quarter to:•provide for the proper conduct of our business (including reserves for our future capital expenditures and anticipated future debt servicerequirements);•comply with applicable law, any of our debt instruments or other agreements; or•provide funds for distributions to our unitholders and to our General Partner for any one or more of the next four quarters (provided thatour General Partner may not establish cash reserves for distributions unless it determines that the establishment of reserves will notprevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such commonunits for the current quarter);•plus, if our 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.116Table of ContentsCash Distributions Paid and Declared. We paid the following per-unit distributions during the years ended December 31: Year ended December 31, 2016 2015 2014Per-unit annual distributions to unitholders$2.300 $2.270 $2.040On January 26, 2017, the Board of Directors of our General Partner declared a distribution of $0.575 per unit for the quarterly period endedDecember 31, 2016. This distribution, which totaled $44.5 million, was paid on February 14, 2017 to unitholders of record at the close of businesson February 7, 2017.We allocated the February 2017 distribution in accordance with the third target distribution level (see "Incentive Distribution Rights—PercentageAllocations of Available Cash" below for additional information.)Incentive Distribution Rights. Our General Partner also currently holds IDRs that entitle it to receive increasing percentage allocations of thecash we distribute from operating surplus (as set forth in the chart below). The maximum distribution includes distributions paid to our GeneralPartner on an assumed 2% general partner interest. The maximum distribution does not include any distributions that our General Partner mayreceive on any common units that it owns.Percentage Allocations of Available Cash. The following table illustrates the percentage allocations of available cash between the unitholders andour General Partner based on the specified target distribution levels. The amounts set forth in the column Marginal Percentage Interest inDistributions are the percentage interests of our General Partner and the unitholders in any available cash we distribute up to and including thecorresponding amount in the column Total Quarterly Distribution Per Unit Target Amount. The percentage interests shown for our unitholders andour General Partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the MQD. Thepercentage interests set forth below for our General Partner assume (i) a 2% general partner interest, (ii) that our General Partner has nottransferred its IDRs and (iii) that there are no arrearages on common units. Total quarterly distribution per unittarget amount Marginal percentage interest in distributions Unitholders General PartnerMinimum quarterly distribution$0.40 98% 2%First target distribution$0.40 up to $0.46 98% 2%Second target distributionabove $0.46 up to $0.50 85% 15%Third target distributionabove $0.50 up to $0.60 75% 25%Thereafterabove $0.60 50% 50%We reached the second target distribution in connection with the distribution declared in respect of the fourth quarter of 2013. We reached the thirdtarget distribution in connection with the distribution declared in respect of the second quarter of 2014.Our payment of IDRs as reported in distributions to unitholders – General Partner in the statements of partners' capital during the years endedDecember 31 follow. Year ended December 31, 2016 2015 2014 (In thousands)IDR payments$7,912 $6,743 $2,326For the purposes of calculating net income attributable to General Partner in the statements of operations and partners' capital, the financial impactof IDRs is recognized in respect of the quarter for which the distributions were declared. For the purposes of calculating distributions to unitholdersin the statements of partners' capital and cash flows, IDR payments are recognized in the quarter in which they are paid.117Table of Contents12. EARNINGS PER UNITThe following table details the components of EPU. Year ended December 31, 2016 2015 2014 (In thousands, except per-unit amounts)Numerator for basic and diluted EPU: Allocation of net loss among limited partner interests: Net loss attributable to common units$(48,179) $(125,437) $(16,324)Net loss attributable to subordinated units (70,173) (10,793)Net loss attributable to limited partners$(48,179) $(195,610) $(27,117) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic68,264 39,217 33,311Effect of nonvested phantom units— — —Weighted-average common units outstanding – diluted68,264 39,217 33,311 Weighted-average subordinated units outstanding – basic and diluted 24,410 24,410 Loss per limited partner unit: Common unit – basic$(0.71) $(3.20) $(0.49)Common unit – diluted$(0.71) $(3.20) $(0.49)Subordinated unit – basic and diluted (1) $(2.88) $(0.44) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU125 109 232__________(1) The subordination period ended on February 16, 2016 and all 24,409,850 subordinated units converted to common units on a one-for-one basis (seeNote 11).13. UNIT-BASED AND NONCASH COMPENSATIONSMLP Long-Term Incentive Plan. The SMLP LTIP provides for equity awards to eligible officers, employees, consultants and directors of ourGeneral Partner and its affiliates, thereby linking the recipients' compensation directly to SMLP’s performance. The SMLP LTIP is administered byour General Partner's Board of Directors, though such administration function may be delegated to a committee appointed by the board. A total of5.0 million common units was reserved for issuance pursuant to and in accordance with the SMLP LTIP. As of December 31, 2016, approximately3.9 million common units remained available for future issuance.The SMLP LTIP provides for the granting, from time to time, of unit-based awards, including common units, restricted units, phantom units, unitoptions, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. Grants are made at the discretionof the Board of Directors or Compensation Committee of our General Partner. The administrator of the SMLP LTIP may make grants under theSMLP LTIP that contain such terms, consistent with the SMLP LTIP, as the administrator may determine are appropriate, including vestingconditions. The administrator of the SMLP LTIP may, in its discretion, base vesting on the grantee's completion of a period of service or upon theachievement of specified financial objectives or other criteria or upon a change of control (as defined in the SMLP LTIP) or as otherwise describedin an award agreement. Termination of employment prior to vesting will result in forfeiture of the awards, except in limited circumstances asdescribed in the plan documents. Units that are canceled or forfeited will be available for delivery pursuant to other awards.118Table of ContentsThe following table presents phantom and restricted unit activity: Units Weighted-averagegrant datefair valueNonvested phantom and restricted units, January 1, 2014283,682 $23.41Phantom units granted136,867 42.32Phantom and restricted units vested(61,917) 25.33Phantom units forfeited(22,430) 25.56Nonvested phantom units, December 31, 2014336,202 30.61Phantom units granted289,735 29.21Phantom units vested(229,497) 27.66Phantom units forfeited(16,529) 35.09Nonvested phantom units, December 31, 2015379,911 31.13Phantom units granted495,535 14.91Phantom units vested(178,953) 33.80Phantom units forfeited(4,538) 16.89Nonvested phantom units, December 31, 2016691,955 $19.59A phantom unit is a notional unit that entitles the grantee to receive a common unit upon the vesting of the phantom unit or on a deferred basisupon specified future dates or events or, in the discretion of the administrator, cash equal to the fair market value of a common unit. Distributionequivalent rights for each phantom unit provide for a lump sum cash amount equal to the accrued distributions from the grant date to be paid incash upon the vesting date. A restricted unit is a common limited partner unit that is subject to a restricted period during which the unit remainssubject to forfeiture.The phantom units granted in connection with the IPO vested on the third anniversary of the IPO. All other phantom units granted to date vestratably over a three-year period. Grant date fair value is determined based on the closing price of our common units on the date of grant multipliedby the number of phantom units awarded to the grantee. Holders of all phantom units granted to date are entitled to receive distribution equivalentrights for each phantom unit, providing for a lump sum cash amount equal to the accrued distributions from the grant date of the phantom units tobe paid in cash upon the vesting date. Upon vesting, phantom unit awards may be settled, at our discretion, in cash and/or common units, but thecurrent intention is to settle all phantom unit awards with common units. The restricted units granted in 2013 maintained the vesting provisions ofthe share-based compensation awards they replaced, each of which had an original vesting period of four years.The intrinsic value of phantom and restricted units that vested during the years ended December 31, follows. Year ended December 31, 2016 2015 2014 (In thousands)Intrinsic value of vested LTIP awards$2,957 $5,362 $2,631As of December 31, 2016, the unrecognized unit-based compensation related to the SMLP LTIP was $5.4 million. Incremental unit-basedcompensation will be recorded over the remaining vesting period of approximately 2.2 years. Due to the limited and insignificant forfeiture historyassociated with the grants under the SMLP LTIP, no forfeitures were assumed in the determination of estimated compensation expense.Unit-based compensation recognized in general and administrative expense related to awards under the SMLP LTIP follows. Year ended December 31, 2016 2015 2014 (In thousands)SMLP LTIP unit-based compensation$7,550 $6,174 $4,696119Table of Contents14. RELATED-PARTY TRANSACTIONSAcquisitions. See Notes 1, 9, 11 and 16 for disclosure of the 2016 Drop Down, Polar and Divide Drop Down, the Red Rock Drop Down and thefunding of those transactions.Reimbursement of Expenses from General Partner. Our General Partner and its affiliates do not receive a management fee or othercompensation in connection with the management of our business, but will be reimbursed for expenses incurred on our behalf. Under ourPartnership Agreement, we reimburse our General Partner and its affiliates for certain expenses incurred on our behalf, including, without limitation,salary, bonus, incentive compensation and other amounts paid to our General Partner's employees and executive officers who perform servicesnecessary to run our business. Our Partnership Agreement provides that our General Partner will determine in good faith the expenses that areallocable to us. Due to affiliate on the consolidated balance sheet represents the payables to our General Partner for expenses incurred by it andpaid on our behalf.Expenses incurred by the General Partner and reimbursed by us under our Partnership Agreement were as follows: Year ended December 31, 2016 2015 2014 (In thousands)Operation and maintenance expense$26,485 $25,050 $22,004General and administrative expense31,947 26,193 24,993Expenses Incurred by Summit Investments. Prior to the 2016 Drop Down, the Polar and Divide Drop Down and the Red Rock Drop Down,Summit Investments incurred:•certain support expenses and capital expenditures on behalf of the contributed subsidiaries. These transactions were settled periodicallythrough membership interests prior to the respective drop down;•interest expense that was related to capital projects for the contributed subsidiaries. As such, the associated interest expense wasallocated to the respective contributed subsidiary's capital projects as a noncash contribution and capitalized into the basis of the asset;and•noncash compensation expense for the SMP Net Profits Interests, which were accounted for as compensatory awards. As such, theannual expense associated with the SMP Net Profits was allocated to the respective contributed subsidiary and is reflected in general andadministrative expenses in the statements of operations.Subsequent to any drop down, these expenses are retrospectively included in the reimbursement of General Partner expenses disclosed abovedue to common control.15. COMMITMENTS AND CONTINGENCIESOperating Leases. We and Summit Investments lease certain office space to support our operations. We have determined that our leases areoperating leases. We recognize total rent expense incurred or allocated to us in general and administrative expenses. Rent expense related tooperating leases, including rent expense incurred on our behalf and allocated to us, was as follows: Year ended December 31, 2016 2015 2014 (In thousands)Rent expense$2,861 $2,395 $1,881120Table of ContentsWe lease office space and equipment under agreements that expire in various years through 2021. Future minimum lease payments due undernoncancelable operating leases at December 31, 2016, were as follows (in thousands):2017$3,51220183,17820192,5202020442202134Thereafter—Total future minimum lease payments$9,686Legal Proceedings. The Partnership is involved in various litigation and administrative proceedings arising in the normal course of business. Inthe opinion of management, any liabilities that may result from these claims or those arising in the normal course of business would notindividually or in the aggregate have a material adverse effect on the Partnership's financial position or results of operations.Environmental Matters. Although we believe that we are in material compliance with applicable environmental regulations, the risk ofenvironmental remediation costs and liabilities are inherent in pipeline ownership and operation. Furthermore, we can provide no assurances thatsignificant environmental remediation costs and liabilities will not be incurred by the Partnership in the future. We are currently not aware of anymaterial contingent liabilities that exist with respect to environmental matters, except as noted below.In January 2015, Summit Investments learned of the rupture of a four-inch produced water gathering pipeline on the Meadowlark Midstreamsystem near Williston, North Dakota. The rupture resulted in the release of some of the produced water in the pipeline. Based on SummitInvestments' investigation and then-available information, it accounted for the rupture as a 2014 event.Summit Investments took action to minimize the impact of the rupture on affected landowners, control any environmental impact, help ensurecontainment and clean up the affected area. The incident, which was covered by Summit Investments' insurance policies, was subject tomaximum coverage of $25.0 million from its pollution liability insurance policy and $200.0 million from its property and business interruptioninsurance policy. Summit Investments exhausted the $25.0 million pollution liability policy in 2015. We submitted property and businessinterruption claim requests to the insurers and reached a settlement in January 2017. In connection therewith, we recognized $2.6 million ofbusiness interruption recoveries and $0.4 million of property recoveries.A rollforward of the aggregate accrued environmental remediation liabilities follows. Total (In thousands)Accrued environmental remediation, January 1, 2015$30,000Payments made by affiliates(13,136)Payments made with proceeds from insurance policies(25,000)Additional accruals21,800Accrued environmental remediation, December 31, 201513,664Payments made, including those by affiliates(4,211)Accrued environmental remediation, December 31, 2016$9,453As of December 31, 2016, we have recognized (i) a current liability for remediation effort expenditures expected to be incurred within the next 12months and (ii) a noncurrent liability for estimated remediation expenditures and fines expected to be incurred subsequent to December 31, 2017.Each of these amounts represent our best estimate for costs expected to be incurred. Neither of these amounts has been discounted to itspresent value.The U.S. Department of Justice has issued subpoenas to Summit Investments, Meadowlark Midstream, the Partnership and our General Partnerrequesting certain materials related to the rupture. We cannot predict the ultimate outcome of this matter with certainty for Summit Investments orMeadowlark Midstream, especially as it relates to any material liability as a result of any governmental proceeding related to the incident. SMLPand its General Partner did not have any management or operational control over, or ownership interest in, Meadowlark121Table of ContentsMidstream or the produced water disposal pipeline prior to the 2016 Drop Down. Furthermore, the Contribution Agreement executed in connectionwith the 2016 Drop Down contains customary representations and warranties and Summit Investments has agreed to indemnify the Partnershipwith respect to certain losses, including losses related to the rupture. As a result, we believe at this time that it is unlikely that SMLP or itsGeneral Partner will be subject to any material liability as a result of any governmental proceeding related to the rupture.In June 2015, Summit Investments and Meadowlark Midstream received a complaint from the North Dakota Industrial Commission seekingapproximately $2.5 million in fines and other fees related to the rupture. Meadowlark Midstream has accrued its best estimate of the amount to bepaid for such fines and other fees and intends to vigorously defend this complaint.16. ACQUISITIONS AND DROP DOWN TRANSACTIONS2016 Drop Down. On March 3, 2016, SMLP acquired a controlling interest in OpCo, the entity which owns the 2016 Drop Down Assets. Theseassets include certain natural gas, crude oil and produced water gathering systems located in the Utica Shale, the Williston Basin and the DJBasin as well as ownership interests in a natural gas gathering system and a condensate stabilization facility, both located in the Utica Shale.The net consideration paid and recognized in connection with the 2016 Drop Down (i) consisted of a cash payment to SMP Holdings of $360.0million funded with borrowings under our Revolving Credit Facility and a $0.6 million working capital adjustment received in June 2016 (the “InitialPayment”) and (ii) includes the Deferred Purchase Price Obligation payment due in 2020. The Deferred Purchase Price Obligation will be equal to:•six-and-one-half (6.5) multiplied by the average Business Adjusted EBITDA, as defined below and in the Contribution Agreement, of the2016 Drop Down Assets for 2018 and 2019, less the G&A Adjuster, as defined in the Contribution Agreement;•less the Initial Payment;•less all capital expenditures incurred for the 2016 Drop Down Assets between the March 3, 2016 and December 31, 2019;•plus all Business Adjusted EBITDA from the 2016 Drop Down Assets between March 3, 2016 and December 31, 2019, less theCumulative G&A Adjuster, as defined in the Contribution Agreement. Business Adjusted EBITDA is defined as the net income or loss of the 2016 Drop Down Assets for such period:•plus interest expense, income tax expense and depreciation and amortization of the 2016 Drop Down Assets for such period;•plus any adjustments related to MVC shortfall payments, impairments and other noncash expenses or losses with respect to the 2016Drop Down Assets for such period;•plus any Special Liability Expenses, as defined below and in the Contribution Agreement, for such period;•less interest income and income tax benefit of the 2016 Drop Down Assets for such period;•less adjustments related to any other noncash income or gains with respect to the 2016 Drop Down Assets for such period.Business Adjusted EBITDA shall exclude the effect of any Partnership expenses allocated by or to SMLP or its affiliates in respect of the 2016Drop Down Assets, such as general and administrative expenses (including compensation-related expenses and professional services fees),transaction costs, allocated interest expense and allocated income tax expense.Special Liability Expenses are defined as any and all expenses incurred by SMLP with respect to the Special Liabilities, as defined in theContribution Agreement, including fines, legal fees, consulting fees and remediation costs.The present value of the Deferred Purchase Price Obligation will be reflected as a liability on our balance sheet until paid. As of the acquisitiondate, the estimated future payment obligation (based on management’s estimate of the Partnership’s share of forecasted Business AdjustedEBITDA and capital expenditures for the 2016 Drop Down Assets) was estimated to be $860.3 million and had a net present value of $507.4million, using a discount rate of 13%. As of December 31, 2016, Remaining Consideration was estimated to be $830.3 million and the net present122Table of Contentsvalue, as recognized on the consolidated balance sheet, was $563.3 million, using a discount rate of 12%. Any subsequent changes to theestimated future payment obligation will be calculated using a discounted cash flow model with a commensurate risk-adjusted discount rate. Suchchanges and the impact on the liability due to the passage of time will be recorded as Deferred Purchase Price Obligation income or expense onthe consolidated statements of operations in the period of the change.At the discretion of the Board of Directors of our General Partner, the Deferred Purchase Price Obligation can be paid in cash, SMLP commonunits or a combination thereof. We currently expect that the Deferred Purchase Price Obligation will be financed with a combination of (i) netproceeds from the sale of common units by us, (ii) the net proceeds from the issuance of senior unsecured debt by us, (iii) borrowings under ourRevolving Credit Facility and/or (iv) other internally generated sources of cash.Because of the common control aspects in a drop down transaction, the 2016 Drop Down was deemed a transaction between entities undercommon control. As such, the 2016 Drop Down has been accounted for on an “as-if pooled” basis for all periods in which common control existedand the Partnership’s financial results retrospectively include the combined financial results of the 2016 Drop Down Assets for all common-controlperiods.Summit Utica. Summit Investments completed the acquisition of certain natural gas gathering assets located in the Utica Shale Play for $25.2million on December 15, 2014. These assets, which were contributed to Summit Investments' then-newly formed subsidiary, Summit Utica, gathernatural gas under a long-term, fee-based contract. Summit Investments accounted for the purchase under the acquisition method of accounting.We assigned the full purchase price to property, plant and equipment as of December 31, 2014.Ohio Gathering. For information on the acquisition and initial recognition of Ohio Gathering, see Note 7.Meadowlark Midstream. At the time of the 2016 Drop Down, Meadowlark Midstream owned Niobrara G&P and certain crude oil and produced watergathering pipelines located in Williams County, North Dakota. Summit Investments accounted for its purchase of Meadowlark Midstream under theacquisition method of accounting, whereby the various gathering systems' identifiable tangible and intangible assets acquired and liabilitiesassumed were recorded based on their fair values as of initial acquisition on February 15, 2013. Both Bison Midstream and Polar Midstream havepreviously been carved out of Meadowlark Midstream. Their fair values were determined based upon assumptions related to future cash flows,discount rates, asset lives and projected capital expenditures to complete the system. We recognized the 2016 acquisition of MeadowlarkMidstream at Summit Investments' historical cost of construction and fair value of assets and liabilities at acquisition, which reflected its fair valueaccounting for the initial acquisition of Meadowlark Midstream in 2013, due to common control.The fair values of the assets acquired and liabilities assumed as of February 15, 2013, were as follows (in thousands):Purchase price assigned to Meadowlark Midstream $25,376Current assets$2,227 Property, plant and equipment18,795 Other noncurrent assets4,354 Total assets acquired25,376 Total liabilities assumed$— Net identifiable assets acquired $25,376From a financial position and operational standpoint, the crude oil and produced water gathering pipelines held by Meadowlark Midstream andacquired in connection with the 2016 Drop Down are recognized as part of the Polar and Divide system.Polar and Divide. On May 18, 2015, SMLP acquired the Polar and Divide system, a crude oil and produced water gathering system, includingunder-development transmission pipelines, located in North Dakota from a subsidiary of Summit Investments, subject to customary workingcapital and capital expenditures adjustments. We funded the initial combined purchase price of $290.0 million with (i) $92.0 million of borrowingsunder SMLP’s Revolving Credit Facility and (ii) the issuance of $193.4 million of SMLP common units and $4.1 million of general partner intereststo SMLP’s General Partner in connection with the May 2015 Equity Offering. In July 2015, we received $4.3 million of cash from a subsidiary ofSummit Investments as payment in full for working capital and capital expenditure adjustments.123Table of ContentsSummit Investments accounted for its purchase of Meadowlark Midstream, the entity that Polar Midstream was carved out of, under theacquisition method of accounting, whereby the various gathering systems' identifiable tangible and intangible assets acquired and liabilitiesassumed were recorded based on their fair values as of initial acquisition on February 15, 2013. Their fair values were determined based uponassumptions related to future cash flows, discount rates, asset lives and projected capital expenditures to complete the system. We recognizedthe acquisition of Polar Midstream at Summit Investments' historical cost of construction and fair value of assets and liabilities at acquisition,which reflected its fair value accounting for the acquisition of Meadowlark Midstream, due to common control.The fair values of the assets acquired and liabilities assumed as of February 15, 2013, were as follows (in thousands):Purchase price assigned to Polar Midstream $216,105Current assets$368 Property, plant and equipment9,755 Other noncurrent assets7,201 Total assets acquired17,324 Current liabilities4,592 Total liabilities assumed$4,592 Net identifiable assets acquired 12,732Goodwill $203,373We believe that the goodwill recorded represents the incremental value of future cash flow potential attributed to estimated future gatheringservices within the Williston Basin.Red Rock Gathering System. On March 18, 2014, SMLP acquired Red Rock Gathering, a natural gas gathering and processing system located inColorado and Utah, from a subsidiary of Summit Investments, subject to customary working capital adjustments. In October 2012, SummitInvestments acquired ETC Canyon Pipeline, LLC ("Canyon") and contributed the Canyon gathering and processing assets to Red Rock Gathering,a newly formed, wholly owned subsidiary of Summit Investments. The Partnership paid total cash consideration of $307.9 million, comprising$305.0 million at the date of acquisition and $2.9 million of working capital adjustments that were recognized in due to affiliate as of December 31,2014 and settled in February 2015. The acquisition of Red Rock Gathering was funded with the net proceeds from an offering of common units inMarch 2014, $100.0 million of borrowings under our Revolving Credit Facility and cash on hand. Because of the common control aspects in thedrop down transaction, the Red Rock Gathering acquisition was deemed a transaction between entities under common control and, as such, wasaccounted for on an “as-if pooled” basis for all periods in which common control existed. SMLP’s financial results retrospectively include Red RockGathering’s financial results for all periods ending after October 23, 2012, the date Summit Investments acquired its interests, and before March18, 2014.In 2014, we identified and wrote off the balance associated with a working capital adjustment received after the purchase accounting measurementperiod closed for Summit Investments' acquisition of Red Rock Gathering. This write off was recognized as a $1.2 million increase to gatheringservices and other fees for the year ended December 31, 2014.Lonestar Assets. DFW Midstream completed the acquisition of certain natural gas gathering assets located in the Barnett Shale Play (the"Lonestar assets") from Texas Energy Midstream, L.P. ("TEM") for $10.9 million on September 30, 2014. The Lonestar assets gather natural gasunder two long-term, fee-based contracts. SMLP accounted for the purchase under the acquisition method of accounting. As of September 30,2014, we preliminarily assigned the full purchase price to property, plant and equipment. During the fourth quarter of 2014, we received additionalinformation from TEM and finalized the purchase price allocation.124Table of ContentsSupplemental Disclosures – As-If Pooled Basis. As a result of accounting for our drop down transactions similar to a pooling of interests, ourhistorical financial statements and those of the acquired drop down assets have been combined to reflect the historical operations, financialposition and cash flows of the acquired drop down assets from the date common control began. Revenues and net income for the previouslyseparate entities and the combined amounts, as presented in these consolidated financial statements follow. Year ended December 31, 2016 2015 2014 (In thousands)SMLP revenues$393,495 $358,046 $338,9412016 Drop Down Assets revenues (1)8,867 29,238 14,466Polar and Divide revenues (1)— 13,273 22,449Red Rock Gathering revenues (1)— — 11,313Combined revenues$402,362 $400,557 $387,169 SMLP net loss$(40,932) $(192,212) $(23,992)2016 Drop Down Assets net income (loss) (1)2,745 (35,419) (32,634)Polar and Divide net income (1)— 5,403 6,430Red Rock Gathering net income (1)— — 2,828Combined net loss$(38,187) $(222,228) $(47,368)__________(1) Results are fully reflected in SMLP's results of operations subsequent to closing the respective drop down.17. CONDENSED CONSOLIDATING FINANCIAL INFORMATIONIn July 2014 and June 2013, the Co-Issuers issued the Senior Notes. The Senior Notes are fully and unconditionally guaranteed, jointly andseverally, on a senior unsecured basis by SMLP and the Guarantor Subsidiaries (see Note 9).The following supplemental condensed consolidating financial information reflects SMLP's separate accounts, the combined accounts of the Co-Issuers, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries and the consolidatingadjustments for the dates and periods indicated. For purposes of the following consolidating information:•each of SMLP and the Co-Issuers account for their subsidiary investments, if any, under the equity method of accounting and•the balances and results of operations associated with the assets, liabilities and expenses that were carved out of Summit Investmentsand allocated to SMLP in connection with the 2016 Drop Down have been attributed to SMLP during the common control period.125Table of ContentsCondensed Consolidating Balance Sheets. Balance sheets as of December 31, 2016 and 2015 follow. December 31, 2016 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Assets Cash and cash equivalents$698 $51 $5,647 $1,032 $— $7,428Accounts receivable53 — 89,584 7,727 — 97,364Other current assets1,526 — 2,328 455 — 4,309Due from affiliate14,896 38,013 369,995 — (422,904) —Total current assets17,173 38,064 467,554 9,214 (422,904) 109,101Property, plant and equipment,net2,266 — 1,440,180 411,225 — 1,853,671Intangible assets, net— — 396,930 24,522 — 421,452Goodwill— — 16,211 — — 16,211Investment in equity methodinvestees— — — 707,415 — 707,415Other noncurrent assets1,993 5,198 138 — — 7,329Investment in subsidiaries2,132,757 3,347,393 — — (5,480,150) —Total assets$2,154,189 $3,390,655 $2,321,013 $1,152,376 $(5,903,054) $3,115,179 Liabilities and Partners'Capital Trade accounts payable$978 $— $9,901 $5,372 $— $16,251Accrued expenses2,399 114 6,069 2,807 — 11,389Due to affiliate408,266 — — 14,896 (422,904) 258Ad valorem taxes payable16 — 9,717 855 — 10,588Accrued interest— 17,483 — — — 17,483Accrued environmentalremediation— — — 4,301 — 4,301Other current liabilities6,718 — 3,798 955 — 11,471Total current liabilities418,377 17,597 29,485 29,186 (422,904) 71,741Long-term debt— 1,240,301 — — — 1,240,301Deferred Purchase PriceObligation563,281 — — — — 563,281Deferred revenue— — 57,465 — — 57,465Noncurrent accruedenvironmental remediation— — — 5,152 — 5,152Other noncurrent liabilities2,858 — 4,602 106 — 7,566Total liabilities984,516 1,257,898 91,552 34,444 (422,904) 1,945,506 Total partners' capital1,169,673 2,132,757 2,229,461 1,117,932 (5,480,150) 1,169,673Total liabilities andpartners' capital$2,154,189 $3,390,655 $2,321,013 $1,152,376 $(5,903,054) $3,115,179126Table of Contents December 31, 2015 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Assets Cash and cash equivalents$73 $12,407 $6,930 $2,383 $— $21,793Accounts receivable— — 84,021 5,560 — 89,581Other current assets540 — 2,672 361 — 3,573Due from affiliate3,168 151,443 207,651 — (362,262) —Total current assets3,781 163,850 301,274 8,304 (362,262) 114,947Property, plant and equipment,net1,178 — 1,462,623 348,982 — 1,812,783Intangible assets, net— — 438,093 23,217 — 461,310Goodwill— — 16,211 — — 16,211Investment in equity methodinvestees— — — 751,168 — 751,168Other noncurrent assets3,480 4,611 162 — — 8,253Investment in subsidiaries2,438,395 3,222,187 — — (5,660,582) —Total assets$2,446,834 $3,390,648 $2,218,363 $1,131,671 $(6,022,844) $3,164,672 Liabilities and Partners'Capital Trade accounts payable$482 $— $18,489 $21,837 $— $40,808Accrued expenses1,478 — 4,832 466 — 6,776Due to affiliate360,243 — — 3,168 (362,262) 1,149Deferred revenue— — 677 — — 677Ad valorem taxes payable9 — 9,881 381 — 10,271Accrued interest— 17,483 — — — 17,483Accrued environmentalremediation— — — 7,900 — 7,900Other current liabilities3,080 — 2,573 868 — 6,521Total current liabilities365,292 17,483 36,452 34,620 (362,262) 91,585Long-term debt332,500 934,770 — — — 1,267,270Deferred revenue— — 45,486 — — 45,486Noncurrent accruedenvironmental remediation— — — 5,764 — 5,764Other noncurrent liabilities1,743 — 5,503 22 — 7,268Total liabilities699,535 952,253 87,441 40,406 (362,262) 1,417,373 Total partners' capital1,747,299 2,438,395 2,130,922 1,091,265 (5,660,582) 1,747,299Total liabilities and partners'capital$2,446,834 $3,390,648 $2,218,363 $1,131,671 $(6,022,844) $3,164,672127Table of ContentsCondensed Consolidating Statements of Operations. For the purposes of the following condensed consolidating statements of operations, weallocate general and administrative expenses recognized at the SMLP parent to the Guarantor Subsidiaries and Non-Guarantor Subsidiaries toreflect what those entities' results would have been had they operated on a stand-alone basis. Statements of operations for the years endedDecember 31, 2016, 2015 and 2014 follow. Year ended December 31, 2016 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Revenues: Gathering services and relatedfees$— $— $288,399 $57,562 $— $345,961Natural gas, NGLs andcondensate sales— — 35,833 — — 35,833Other revenues— — 18,225 2,343 — 20,568Total revenues— — 342,457 59,905 — 402,362Costs and expenses: Cost of natural gas and NGLs— — 27,421 — — 27,421Operation and maintenance— — 84,632 10,702 — 95,334General and administrative— — 43,612 8,798 — 52,410Depreciation and amortization580 — 98,891 12,768 — 112,239Transaction costs1,321 — — — — 1,321Loss (gain) on asset sales,net— — 99 (6) — 93Long-lived asset impairment— — 1,235 529 — 1,764Total costs and expenses1,901 — 255,890 32,791 — 290,582Other income116 — — — — 116Interest expense(1,441) (62,369) — — — (63,810)Deferred Purchase PriceObligation expense(55,854) — — — — (55,854)(Loss) income beforeincome taxes and lossfrom equity methodinvestees(59,080) (62,369) 86,567 27,114 — (7,768)Income tax expense(75) — — — — (75)Loss from equity methodinvestees— — — (30,344) — (30,344)Equity in earnings ofconsolidated subsidiaries20,968 83,337 — — (104,305) —Net (loss) income$(38,187) $20,968 $86,567 $(3,230) $(104,305) $(38,187)128Table of Contents Year ended December 31, 2015 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Revenues: Gathering services and relatedfees$— $— $310,830 $26,989 $— $337,819Natural gas, NGLs andcondensate sales— — 42,079 — — 42,079Other revenues— — 18,411 2,248 — 20,659Total revenues— — 371,320 29,237 — 400,557Costs and expenses: Cost of natural gas and NGLs— — 31,398 — — 31,398Operation and maintenance— — 87,286 7,700 — 94,986General and administrative— — 37,926 7,182 — 45,108Depreciation and amortization603 — 95,586 8,928 — 105,117Transaction costs1,342 — — — — 1,342Environmental remediation— — — 21,800 — 21,800Gain on asset sales, net— — (172) — — (172)Long-lived asset impairment— — 9,305 — — 9,305Goodwill impairment— — 248,851 — — 248,851Total costs and expenses1,945 — 510,180 45,610 — 557,735Other income2 — — — — 2Interest expense(10,494) (48,598) — — — (59,092)Loss before income taxesand loss from equitymethod investees(12,437) (48,598) (138,860) (16,373) — (216,268)Income tax benefit603 — — — — 603Loss from equity methodinvestees— — — (6,563) — (6,563)Equity in earnings ofconsolidated subsidiaries(210,394) (161,796) — — 372,190 —Net loss$(222,228) $(210,394) $(138,860) $(22,936) $372,190 $(222,228)129Table of Contents Year ended December 31, 2014 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Revenues: Gathering services andrelated fees$— $— $255,211 $12,267 $— $267,478Natural gas, NGLs andcondensate sales— — 97,094 — — 97,094Other revenues— — 20,398 2,199 — 22,597Total revenues— — 372,703 14,466 — 387,169Costs and expenses: Cost of natural gas and NGLs— — 72,415 — — 72,415Operation and maintenance— — 88,927 5,942 — 94,869General and administrative— — 40,447 2,834 — 43,281Depreciation and amortization588 — 86,762 3,528 — 90,878Transaction costs2,985 — — — — 2,985Environmental remediation— — — 5,000 — 5,000Loss on asset sales, net— — 442 — — 442Long-lived asset impairment— — 5,505 — — 5,505Goodwill impairment— — 54,199 — — 54,199Total costs and expenses3,573 — 348,697 17,304 — 369,574Other income— — 1,189 — — 1,189Interest expense(8,417) (40,169) — — — (48,586)(Loss) income beforeincome taxes and lossfrom equity methodinvestees(11,990) (40,169) 25,195 (2,838) — (29,802)Income tax (expense) benefit(1,680) — 826 — — (854)Loss from equity methodinvestees— — — (16,712) — (16,712)Equity in earnings ofconsolidated subsidiaries(33,698) 6,471 — — 27,227 —Net (loss) income$(47,368) $(33,698) $26,021 $(19,550) $27,227 $(47,368)130Table of ContentsCondensed Consolidating Statements of Cash Flows. Statements of cash flows for the years ended December 31, 2016, 2015 and 2014 follow. Year ended December 31, 2016 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Cash flows from operatingactivities: Net cash provided by (used in)operating activities$9,691 $(58,254) $198,991 $80,067 $— $230,495 Cash flows from investingactivities: Capital expenditures(1,668) — (49,378) (91,673) — (142,719)Contributions to equity methodinvestees— — — (31,582) — (31,582)Acquisitions of gatheringsystems from affiliate, net ofacquired cash(359,431) — — — — (359,431)Other, net(394) — — — — (394)Advances to affiliates(15,697) (255,070) (150,775) — 421,542 —Net cash used in investingactivities(377,190) (255,070) (200,153) (123,255) 421,542 (534,126) Cash flows from financingactivities: Distributions to unitholders(167,504) — — — — (167,504)Borrowings under RevolvingCredit Facility12,000 508,300 — — — 520,300Repayments under RevolvingCredit Facility— (204,300) — — — (204,300)Debt issuance costs— (3,032) — — — (3,032)Proceeds from issuance ofcommon units, net125,233 — — — — 125,233Contribution from GeneralPartner2,702 — — — — 2,702Cash advance (to) fromSummit Investments (from)to contributed subsidiaries,net(12,000) — — 24,214 — 12,214Expenses paid by SummitInvestments on behalf ofcontributed subsidiaries3,030 — — 1,791 — 4,821Other, net(1,182) — (121) 135 — (1,168)Advances from affiliates405,845 — — 15,697 (421,542) —Net cash provided by (usedin) financing activities368,124 300,968 (121) 41,837 (421,542) 289,266Net change in cash andcash equivalents625 (12,356) (1,283) (1,351) — (14,365)Cash and cash equivalents,beginning of period73 12,407 6,930 2,383 — 21,793Cash and cash equivalents,end of period$698 $51 $5,647 $1,032 $— $7,428131Table of Contents Year ended December 31, 2015 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Cash flows from operatingactivities: Net cash provided by (used in)operating activities$409 $(46,716) $202,324 $35,358 $— $191,375 Cash flows from investingactivities: Capital expenditures(429) — (118,458) (153,338) — (272,225)Contributions to equity methodinvestees— — — (86,200) — (86,200)Acquisitions of gatheringsystems from affiliate, net ofacquired cash(288,618) — — — — (288,618)Other, net— — 323 — — 323Advances to affiliates(2,589) (88,221) (110,003) — 200,813 —Net cash used in investingactivities(291,636) (88,221) (228,138) (239,538) 200,813 (646,720) Cash flows from financingactivities: Distributions to unitholders(152,074) — — — — (152,074)Borrowings under RevolvingCredit Facility180,000 187,000 — — — 367,000Repayments under RevolvingCredit Facility(100,000) (51,000) — — — (151,000)Repayments under term loan(182,500) — — — — (182,500)Debt issuance costs(135) (277) — — — (412)Proceeds from issuance ofcommon units, net221,977 — — — — 221,977Contribution from GeneralPartner4,737 — — — — 4,737Cash advance from SummitInvestments to contributedsubsidiaries, net102,500 — 21,719 196,308 — 320,527Expenses paid by SummitInvestments on behalf ofcontributed subsidiaries12,655 — 3,864 6,360 — 22,879Other, net(1,615) — (192) — — (1,807)Advances from affiliates198,224 — — 2,589 (200,813) —Net cash provided byfinancing activities283,769 135,723 25,391 205,257 (200,813) 449,327Net change in cash andcash equivalents(7,458) 786 (423) 1,077 — (6,018)Cash and cash equivalents,beginning of period7,531 11,621 7,353 1,306 — 27,811Cash and cash equivalents,end of period$73 $12,407 $6,930 $2,383 $— $21,793132Table of Contents Year ended December 31, 2014 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Cash flows from operatingactivities: Net cash (used in) provided byoperating activities$(3,658) $(30,689) $179,685 $7,615 $— $152,953 Cash flows from investingactivities: Capital expenditures(460) — (220,360) (122,560) — (343,380)Initial contribution to OhioGathering— — — (8,360) — (8,360)Acquisition of Ohio GatheringOption— — — (190,000) — (190,000)Option Exercise— — — (382,385) — (382,385)Contributions to equity methodinvestees— — — (145,131) — (145,131)Acquisition of gatheringsystems— — (10,872) — — (10,872)Acquisitions of gatheringsystems from affiliate, net ofacquired cash(305,000) — — — — (305,000)Other, net— — 325 — — 325Advances to affiliates(183) (174,495) (47,271) — 221,949 —Net cash used in investingactivities(305,643) (174,495) (278,178) (848,436) 221,949 (1,384,803)133Table of Contents Year ended December 31, 2014 SMLP Co-Issuers GuarantorSubsidiaries Non-GuarantorSubsidiaries Consolidatingadjustments Total (In thousands)Cash flows from financingactivities: Distributions to unitholders(122,224) — — — — (122,224)Borrowings under RevolvingCredit Facility57,000 237,295 — — — 294,295Repayments under RevolvingCredit Facility(115,000) (315,295) — — — (430,295)Borrowings under term loan400,000 — — — — 400,000Repayments under term loan(100,000) — — — — (100,000)Debt issuance costs(3,003) (5,320) — — — (8,323)Proceeds from issuance ofcommon units, net197,806 — — — — 197,806Contribution from GeneralPartner4,235 — — — — 4,235Cash advance (to) fromSummit Investments (from)to contributed subsidiaries,net(242,000) — 81,421 834,962 — 674,383Expenses paid by SummitInvestments on behalf ofcontributed subsidiaries12,845 — 10,483 1,556 — 24,884Issuance of senior notes— 300,000 — — — 300,000Repurchase of equity-basedcompensation awards(228) — — — — (228)Other, net(656) — — — — (656)Advances from affiliates221,766 — — 183 (221,949) —Net cash provided byfinancing activities310,541 216,680 91,904 836,701 (221,949) 1,233,877Net change in cash andcash equivalents1,240 11,496 (6,589) (4,120) — 2,027Cash and cash equivalents,beginning of period6,291 125 13,942 5,426 — 25,784Cash and cash equivalents,end of period$7,531 $11,621 $7,353 $1,306 $— $27,811134Table of Contents18. UNAUDITED QUARTERLY FINANCIAL DATASummarized information on the consolidated results of operations for each of the quarters during the two-year period ended December 31, 2016,follows. Quarter endedDecember 31,2016 Quarter endedSeptember 30,2016 Quarter endedJune 30,2016 Quarter endedMarch 31,2016 (In thousands, except per-unit amounts)Total revenues$127,083 $95,073 $89,635 $90,571 Net income (loss) attributable to SMLP$13,901 $1,922 $(50,287) $(6,454)Less net income (loss) and IDRs attributable to General Partner2,379 2,137 935 1,810Net income (loss) attributable to limited partners$11,522 $(215) $(51,222) $(8,264) Earnings (loss) per limited partner unit: Common unit – basic$0.16 $0.00 $(0.77) $(0.12)Common unit – diluted$0.16 $0.00 $(0.77) $(0.12) Quarter endedDecember 31,2015 Quarter endedSeptember 30,2015 Quarter endedJune 30,2015 Quarter endedMarch 31,2015 (In thousands, except per-unit amounts)Total revenues (1)$112,414 $115,201 $86,855 $86,087 Net (loss) income attributable to SMLP (2)(3)$(220,468) $23,604 $2,985 $1,667Less net (loss) income and IDRs attributable to General Partner(2,469) 2,408 1,891 1,568Net (loss) income attributable to limited partners$(217,999) $21,196 $1,094 $99 (Loss) earnings per limited partner unit: Common unit – basic$(3.28) $0.32 $0.05 $0.00Common unit – diluted$(3.28) $0.32 $0.05 $0.00Subordinated unit – basic and diluted$(3.28) $0.32 $(0.03) $0.00__________(1) Retrospectively adjusted for the impact of the 2016 Drop Down, the Polar and Divide Drop Down and the reclassification of certain revenues for BisonMidstream.(2) In the quarter ended December 31, 2015, net loss attributable to SMLP includes $248.9 million of goodwill impairments and $1.6 million of long-livedasset impairments.(3) In the quarter ended September 30, 2015, net income attributable to SMLP includes $20.0 million of additional accruals for environmental remediationexpenses and $7.7 million of long-lived asset impairments.135Table of ContentsThe amounts for total revenues as originally filed on the respective 2015 quarterly reports on Form 10-Q have been retrospectively adjusted for theimpact of the 2016 Drop Down, Polar and Divide Drop Down and reclassification of certain revenues for Bison Midstream. There was no impact onnet income attributable to partners or EPU. A reconciliation of total revenues follows. Quarter endedSeptember 30,2015 Quarter endedJune 30,2015 Quarter endedMarch 31,2015 (In thousands)Total revenues as originally reported$103,249 $77,274 $68,5792016 Drop Down8,644 5,911 4,870Polar and Divide Drop Down— — 8,582Bison revenue reclass3,308 3,670 4,056Total revenues$115,201 $86,855 $86,087Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters during the years endedDecember 31, 2016 and 2015.Item 9A. Controls and Procedures.Disclosure Controls and ProceduresWe maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that wefile or submit to the Securities and Exchange Commission under the Exchange Act, is recorded, processed, summarized and reported within thetime periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to the management of ourGeneral Partner, including our General Partner’s principal executive and principal financial officers (whom we refer to as the Certifying Officers), asappropriate to allow timely decisions regarding required disclosure. SMLP’s management, with the participation of the Chief Executive Officer andChief Financial Officer of SMLP's General Partner, has evaluated the effectiveness of SMLP’s disclosure controls and procedures (as such term isdefined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report (the "Evaluation Date").Based on such evaluation, the Chief Executive Officer and Chief Financial Officer of SMLP's General Partner have concluded that, as of theEvaluation Date, SMLP’s disclosure controls and procedures are effective.Changes in Internal Control Over Financial ReportingThere have not been any changes in SMLP’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)under the Exchange Act) during the fourth fiscal quarter of 2016 that have materially affected, or are reasonably likely to materially affect, SMLP'sinternal control over financial reporting.136Table of ContentsManagement’s Annual Report On Internal Control Over Financial ReportingOur General Partner is responsible for establishing and maintaining adequate internal control over financial reporting for the Partnership. With ourparticipation, an evaluation of the effectiveness of our internal control over financial reporting was conducted as of December 31, 2016, based onthe framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations ofthe Treadway Commission. Based on this evaluation, management has concluded that our internal control over financial reporting was effective asof December 31, 2016. Our independent registered public accounting firm has issued an audit report on our internal control over financial reporting,included below of this report./s/ Steven J. NewbySteven J. NewbyPresident and Chief Executive Officer, Summit Midstream GP, LLC (theGeneral Partner of SMLP) /s/ Matthew S. HarrisonMatthew S. HarrisonExecutive Vice President and Chief Financial Officer, Summit MidstreamGP, LLC (the General Partner of SMLP)137Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors of Summit Midstream, GP, LLC and the unitholders of Summit Midstream Partners, LPThe Woodlands, TexasWe have audited the internal control over financial reporting of Summit Midstream Partners, LP and subsidiaries (the "Partnership") as ofDecember 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of SponsoringOrganizations of the Treadway Commission. The Partnership’s management is responsible for maintaining effective internal control over financialreporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sAnnual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership's internal control overfinancial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting wasmaintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk thata material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, andperforming such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for ouropinion.An entity’s internal control over financial reporting is a process designed by, or under the supervision of, the entity's principal executive andprincipal financial officers, or persons performing similar functions, and effected by the entity's board of directors, management, and otherpersonnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. An entity's internal control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being madeonly in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the entity's assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper managementoverride of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of anyevaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may becomeinadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016,based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidatedfinancial statements as of and for the year ended December 31, 2016 of the Partnership and our report dated February 27, 2017 expressed anunqualified opinion on those financial statements./s/ DELOITTE & TOUCHE LLPAtlanta, GeorgiaFebruary 27, 2017138Table of ContentsItem 9B. Other Information.The Board of Directors has approved amended and restated employment agreements for Messrs. Graves and Harrison, which will both becomeeffective on March 1, 2017.Mr. Graves’ amended and restated employment agreement (the “new employment agreement”) has an initial term that expires on March 1, 2019,and is then automatically extended for successive one-year periods, unless either party gives notice of non-extension to the other no later than 30days prior to the expiration of the then-applicable term. Mr. Graves’ new employment agreement provides for an annual base salary of $390,000,and a performance- based bonus ranging from 0% to 200% of base salary, with a target of 100% of base salary. Mr. Graves is entitled to receive aprorated annual bonus (based on target) if his employment is terminated by Mr. Graves for good reason, or by the Company without cause or as aresult of a non-extension of the term, or due to death or disability. In addition, Mr. Graves’ new employment agreement provides for reimbursementof certain business expenses incurred in connection with his employment, including company-paid tax preparation and advisory services of up to$12,000 per year, beginning with such expenses incurred in 2016.Mr. Graves’ new employment agreement provides for a cash severance payment upon a termination resulting from a non-extension of the term bythe Company, by the Company without cause or by Mr. Graves for good reason, which is defined generally as the officer's termination ofemployment within two years after the occurrence of (i) a material diminution in Mr. Graves’ authority, duties or responsibilities, (ii) a materialdiminution in Mr. Graves’ base salary, target bonus (as a percentage of base salary) or annual bonus range (as a percentage of base salary), (iii) amaterial change in the geographic location at which the officer must perform his services under the agreement or (iv) any other action or inactionthat constitutes a material breach of the employment agreement by the Company (each a "Qualifying Termination"). In the event of a QualifyingTermination, Mr. Graves’ severance payment will be equal to one and one-half times the sum of his annual base salary and his annual bonuspayable in respect of the immediately preceding year.Following any termination of employment other than one resulting from non-extension of the term, Mr. Graves’ new employment agreementprovides that he will be subject to a post-termination non-competition covenant through the severance period, and, following any termination ofemployment, Mr. Graves will be subject to a one-year post- termination non-solicitation covenant. If Mr. Graves’ employment terminates as aresult of his non-extension of the term, the Company may choose to subject him to a non-competition covenant for up to one year post-termination. If the Company exercises this “noncompete option”, then Mr. Graves would be entitled to a severance payment in an amount equal tothe sum of his annual base salary and annual bonus payable in respect of the preceding year, multiplied by a fraction, the numerator of which isequal to the number of days from the date of termination through the expiration of the restricted period (as elected by the Company) and thedenominator of which is 365. In this case, the severance payment will be payable in equal installments over the restricted period. Following anytermination of employment, the Company has agreed to pay the out-of-pocket premium cost to continue Mr. Graves’ medical and dental coveragefor a period not to exceed 18 months, with such coverage terminating if any new employer provides benefits coverage.Mr. Graves’ new employment agreement also provides that all equity awards granted to Mr. Graves under the LTIP and held by him as ofimmediately prior to a change in control of us will become fully vested immediately prior to the change in control.Mr. Graves’ new employment agreement provides that, if any portion of the payments or benefits provided to Mr. Graves would be subject to theexcise tax imposed in connection with Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced if suchreduction would result in a greater after-tax payment to Mr. Graves.Mr. Harrison’s amended and restated employment agreement is identical to his previous employment agreement described below in the“Components of Executive Compensation—Employment and Severance Arrangements” section included in Item 11. Executive Compensation,except that (i) Mr. Harrison’s base salary has been increased to $415,000 per year, and (ii) the initial term of Mr. Harrison’s amended and restatedemployment agreement ends on March 1, 2019.139Table of ContentsPART IIIItem 10. Directors, Executive Officers and Corporate Governance.Management of Summit Midstream Partners, LPWe are managed by the directors and executive officers of our General Partner, Summit Midstream GP, LLC. Our General Partner is not electedby our unitholders and will not be subject to re-election in the future. Summit Investments, which is controlled by Energy Capital Partners, ownsand controls SMP Holdings, the sole owner of our General Partner. SMP Holdings has the right to appoint the entire Board of Directors of ourGeneral Partner, including our independent directors. All decisions of the Board of Directors of our General Partner will require the affirmative voteof a majority of all of the directors constituting the board, provided that such majority includes at least a majority of the directors designated as an"Energy Capital Partner Designated Director" by Energy Capital Partners. The Energy Capital Partner Designated Directors are Matthew F.Delaney, Peter Labbat, Thomas K. Lane, Scott A. Rogan and Jeffrey R. Spinner. Our unitholders are not entitled to directly or indirectly participatein our management or operations. Our General Partner is liable, as General Partner, for all of our debts (to the extent not paid from our assets),except for indebtedness (including the outstanding indebtedness under our Revolving Credit Facility) or other obligations that are made specificallynonrecourse to it. Whenever possible, we intend to incur indebtedness that is nonrecourse to our General Partner.Our General Partner's limited liability company agreement provides that the Board of Directors of our General Partner must obtain the approval ofmembers representing a majority interest in our General Partner for certain actions affecting us. These include actions related to:•transactions with affiliates;•entering into any hedging transactions that are not in compliance with GAAP;•the voluntary liquidation, wind-up or dissolution of us or any of our subsidiaries;•making any election that would result in us being classified as other than a partnership or a disregarded entity for U.S. federal income taxpurposes;•filing or consenting to the filing of any bankruptcy, insolvency or reorganization petition for relief from debtors or protection from creditorsnaming us or any of our subsidiaries; and•effecting a material amendment to our General Partner's limited liability company agreement.Currently, SMP Holdings is the sole member of our General Partner.Committees of the Board of DirectorsThe Board of Directors of our General Partner has an Audit Committee, a Conflicts Committee and a Compensation Committee and may havesuch other committees as the Board of Directors shall determine from time to time.The table below shows the current membership of each standing board committee and indicates which directors are independent directors.Name AuditCommittee ConflictsCommittee Compensation Committee IndependentDirectorMatthew F. Delaney NoPeter Labbat NoThomas K. Lane Chair NoSteven J. Newby NoJerry L. Peters Chair Member YesScott A. Rogan NoJeffrey R. Spinner Member NoSusan Tomasky Member Chair YesRobert M. Wohleber Member Member Member YesEach of the standing committees of the Board of Directors will have the composition and responsibilities described below.140Table of ContentsAudit Committee. Jerry L. Peters, Susan Tomasky and Robert M. Wohleber serve as the members of the Audit Committee. Mr. Peters serves asthe chair of our Audit Committee. In this role, Mr. Peters satisfies the SEC and New York Stock Exchange rules regarding independence andqualifies as an Audit Committee financial expert.The Audit Committee assists the Board of Directors in its oversight of the integrity of our financial statements and our compliance with legal andregulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate our independentregistered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services tobe rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence andobjectivity of our independent registered public accounting firm. Our independent registered public accounting firm has unrestricted access to theAudit Committee.Our Audit Committee has adopted an audit committee charter, which is publicly available on our website under the "Corporate Governance"subsection of the Investors section at www.summitmidstream.com.Conflicts Committee. At the direction of our General Partner, our Conflicts Committee will review specific matters that may involve conflicts ofinterest in accordance with the terms of our Partnership Agreement. The Conflicts Committee will determine the resolution of the conflict of interestthat is in the best interests of our partnership. There is no requirement that our General Partner seek the approval of the Conflicts Committee forthe resolution of any conflict. The members of the Conflicts Committee may not be officers or employees of our General Partner or directors,officers, or employees of any of its affiliates. They may not hold any ownership interest in our General Partner or us and our subsidiaries otherthan common units and other awards that are granted under our incentive plans in place from time to time. Furthermore, the members of theConflicts Committee must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on an auditcommittee of a board of directors. Mr. Peters, Ms. Tomasky and Mr. Wohleber currently serve as the members of our Conflicts Committee, withMs. Tomasky serving as chair of the committee.Any matters approved by the Conflicts Committee in good faith will be conclusively deemed to be approved by all of our partners and not a breachby our General Partner of any duties it may owe us or our unitholders. Any unitholder challenging any matter approved by the Conflicts Committeewill have the burden of proving that the members of the Conflicts Committee did not subjectively believe that the matter was in the best interestsof our partnership. Moreover, any acts taken or omitted to be taken in reliance upon the advice or opinions of experts such as legal counsel,accountants, appraisers, management consultants and investment bankers, where our General Partner (or any members of the Board of Directorsof our General Partner including any member of the Conflicts Committee) reasonably believes the advice or opinion to be within such person'sprofessional or expert competence, shall be conclusively presumed to have been taken or omitted in good faith.Compensation Committee. Mr. Lane, Mr. Spinner and Mr. Wohleber serve as the members of the Compensation Committee, with Mr. Laneserving as chair of the committee. The Compensation Committee provides oversight, administers and makes decisions regarding ourcompensation policies and plans. Although our common units are listed on the NYSE, we qualify for the “Limited Partnership” exemption to theNYSE rule requiring listed companies to have an independent compensation committee with a written charter.Directors and Executive OfficersDirectors are appointed for a term of one year and hold office until their successors have been elected or qualified or until the earlier of their death,resignation, removal or disqualification. Officers serve at the discretion of the Board of Directors of our General Partner.141Table of ContentsThe following table shows information for the directors and executive officers of our General Partner as of February 27, 2017.Name Age Position with Summit Midstream GP, LLCSteven J. Newby 44 President, Chief Executive Officer and DirectorMatthew S. Harrison 46 Executive Vice President and Chief Financial OfficerBrock M. Degeyter 40 Executive Vice President, General Counsel, Chief Compliance Officer and SecretaryBrad N. Graves 50 Executive Vice President, Corporate Development and Chief Commercial OfficerLeonard W. Mallett 60 Executive Vice President and Chief Operations OfficerLouise E. Matthews 47 Senior Vice President, Human Resources and Corporate CommunicationsMatthew F. Delaney (1) 31 DirectorPeter Labbat (2) 50 DirectorThomas K. Lane 60 DirectorJerry L. Peters 59 DirectorScott A. Rogan 46 DirectorJeffrey R. Spinner 35 DirectorSusan Tomasky 63 DirectorRobert M. Wohleber 66 Director__________(1) Mr. Delaney replaced Mr. Christopher M. Leininger, who resigned from the board on May 9, 2016.(2) Mr. Labbat replaced Mr. Curtis A. Morgan, who resigned from the board on August 3, 2016.Steven J. Newby has been the President and Chief Executive Officer and a director of our General Partner since May 2012. Mr. Newby was afounding member of Summit Investments and has been the President and Chief Executive Officer of Summit Investments since its formation inSeptember 2009. In 2007, Mr. Newby joined ING Investment Management to manage a $300 million proprietary fund focused on the private andpublic investment in the energy infrastructure space. Prior to that, Mr. Newby was a founding member of SunTrust Bank's Corporate Energyindustry specialty group and ultimately became a Managing Director and Head of the Project Finance Group within SunTrust's Capital Marketsdivision. Mr. Newby is a graduate of the University of North Carolina at Chapel Hill with a B.S. in Business Administration with a concentration inFinance.Matthew S. Harrison has been the Executive Vice President and Chief Financial Officer of our General Partner since March 2015 and was SeniorVice President and Chief Financial Officer of our General Partner from May 2012 to March 2015. Prior to joining our General Partner, Mr. Harrisonwas the Senior Vice President and Chief Financial Officer of Summit Investments since September 2011. Mr. Harrison joined Summit Investmentsfrom Hiland Partners, LP, where he served as Executive Vice President and Chief Financial Officer, Secretary and Director from February 2008 toSeptember 2011. Prior to joining Hiland, Mr. Harrison was a Director in the Energy & Power Merger & Acquisitions group at Wachovia CapitalMarkets from October 2007 to February 2008 and a Director in the Mergers & Acquisitions group at A.G. Edwards & Sons, Inc. from July 1999 toOctober 2007. Mr. Harrison was a Senior Accountant for Price Waterhouse for five years. Mr. Harrison received an MBA from NorthwesternUniversity–Kellogg Graduate School of Management and a B.S. in Accounting from the University of Tennessee.Brock M. Degeyter has been the Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of our General Partnersince March 2015. Previously, he served as Senior Vice President and General Counsel from May 2012 until March 2015. Mr. Degeyter has beenthe Chief Compliance Officer of our General Partner since January 2014. Mr. Degeyter joined Summit Investments in January 2012 as Senior VicePresident and General Counsel. Prior to joining Summit Investments, Mr. Degeyter worked in the corporate legal department for Energy FutureHoldings (formerly TXU Corp.) from January 2007 through December 2011 where he served as Director of Corporate Governance and SeniorCounsel. Prior to joining Energy Future Holdings, Mr. Degeyter was engaged in private practice with the firm of Correro Fishman Haygood PhelpsWalmsley & Casteix LLP from May 2002 through December 2006. Mr. Degeyter is licensed to practice law in the states of Texas and Louisiana.Mr. Degeyter received a B.A. in Political Science from Louisiana State University and a J.D. from Loyola University College of Law in NewOrleans.142Table of ContentsBrad N. Graves has been the Executive Vice President, Corporate Development and Chief Commercial Officer of our General Partner since March2015. Previously, he served as Senior Vice President of Corporate Development from May 2012 until March 2015. In March 2013, he waspromoted to Chief Commercial Officer. Prior to joining our General Partner, Mr. Graves was the Senior Vice President of Corporate Development ofSummit Investments since April 2010. He was previously a Partner with Crestwood Midstream Partners, LLC from February 2008 until March2010. Mr. Graves served as Executive Vice President—Business Development of Genesis Energy, LP from August 2006 until November 2007. Healso served as Vice President—Offshore Commercial for Enterprise Products Partners L.P. ("Enterprise") from 2004 until August 2006. Prior to2004, Mr. Graves served in a variety of commercial roles at Enterprise and GulfTerra Energy Partners, LP ("GulfTerra"), prior to its merger withEnterprise. In his roles with Enterprise and GulfTerra, Mr. Graves participated in numerous greenfield projects developed in the Gulf of Mexico. Mr.Graves earned a B.B.A. in Accounting from Texas A&M University and an MBA in Marketing and Finance from the University of Saint Thomas.Leonard W. Mallett has been Executive Vice President and Chief Operations Officer of our General Partner since December 2015. Prior to joiningour General Partner, Mr. Mallett served as Senior Vice President of Engineering for Enterprise, where he was responsible for the engineering,project management, sourcing and technical support functions supporting all of Enterprise’s pipeline and related plants. Mr. Mallett began hiscareer with TEPPCO as a Project Engineer and spent the next three decades working with TEPPCO and successor entities in various engineering,transportation, and operations roles. At the end of 2006, Enterprise bought TEPPCO’s General Partner from Duke Energy Field Services, at whichtime Mr. Mallett was serving as SVP of Operations for TEPPCO. Post-merger, Mr. Mallett was named SVP-Environmental, Health and Safety. Mr.Mallett holds a Bachelor of Science in Mechanical Engineering from Prairie View A&M University and a Master of Business Administration fromHouston Baptist University.Louise E. Matthews has been the Senior Vice President, Human Resources and Corporate Communications of our General Partner since March2016. Previously, she served as Vice President, Human Resources from May 2013 to March 2016. Prior to joining our General Partner, Ms.Matthews served as Senior Vice President at SunTrust Bank (“SunTrust”) from November 2010 to May 2013, leading the Human Resourcesorganization supporting Enterprise Technology and Operations for all segments, including Wholesale, Investment Banking, Retail and CorporateFunctions. While with SunTrust, Ms. Matthews also served as a certified executive coach. Prior to her time at SunTrust, Ms. Matthews servedas Vice President of Human Resources with ING Investment Management. Ms. Matthews has also served as HR Director for Sprint, IntegratedHealth Services and Jekyll Island Authority. Ms. Matthews earned her Master of Business Administration and Bachelor of BusinessAdministration from Georgia Southern University.Matthew F. Delaney has served as a director of our General Partner since May 2016 and was appointed to the board in connection with hisaffiliation with Energy Capital Partners, which controls Summit Investments, the sole owner of SMP Holdings, the entity that owns and controls ourGeneral Partner. Mr. Delaney has been an investment professional at Energy Capital Partners since 2011. Prior to joining Energy Capital Partners,Mr. Delaney worked in the Investment Banking Division at Morgan Stanley focusing on energy mergers and acquisitions. Mr. Delaney received aB.A. in Economics from Amherst College. Mr. Delaney was selected to serve as a director on the board due to his affiliation with Energy CapitalPartners, his knowledge of the energy industry, and his financial and business expertise. Mr. Delaney replaced Mr. Christopher M. Leininger, whoresigned from the board on May 9, 2016.Peter Labbat has served as a director of our General Partner since August 2016 and was appointed to the board in connection with his affiliationwith Energy Capital Partners, which controls Summit Investments, the sole owner of SMP Holdings, the entity that owns and controls our GeneralPartner. Mr. Labbat has been an investment professional at Energy Capital Partners since 2006. Prior to joining Energy Capital Partners, Mr.Labbat spent 13 years in Goldman Sachs’ Investment Banking Division. He currently serves on the boards of ADA Carbon Solutions, LLC, NextWave Energy Partners, LP, Chieftain Sand and Proppant, LLC, and Pro Petro Holding Corp. Mr. Labbat received a B.A. in Economics fromGeorgetown University and an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Labbat was selected to serve as a directoron the board due to his affiliation with Energy Capital Partners, his knowledge of the energy industry, and his financial and business expertise. Mr.Labbat replaced Mr. Curtis A. Morgan, who resigned from the board on August 3, 2016.Thomas K. Lane has served as director of our General Partner since May 2012 and was appointed to the board in connection with his affiliationwith Energy Capital Partners, which controls Summit Investments, the sole owner of SMP Holdings, the entity that owns and controls our GeneralPartner. Additionally, Mr. Lane serves as the chair of the Compensation Committee. Mr. Lane has been a partner of Energy Capital Partnerssince 2005. Prior to joining Energy Capital Partners, Mr. Lane worked for 17 years in the Investment Banking Division at Goldman Sachs. As a143Table of ContentsManaging Director at Goldman Sachs, Mr. Lane had senior-level coverage responsibility for electric and gas utilities, independent powercompanies and merchant energy companies throughout the United States. Mr. Lane received a B.A. in economics from Wheaton College and anMBA from the University of Chicago. Mr. Lane was selected to serve as a director on the board due to his affiliation with Energy Capital Partners,his knowledge of the energy industry and his financial and business expertise.Jerry L. Peters has served as a director of our General Partner since September 2012. Additionally, Mr. Peters served as the chair of theConflicts Committee until Ms. Tomasky's appointment to the role in November 2012 and serves as the chair and financial expert of the AuditCommittee. Mr. Peters has served as the Chief Financial Officer of Green Plains Inc., a publicly-traded vertically-integrated ethanol producer,since May 2007. In 2015, Mr. Peters was appointed Chief Financial Officer and director of the general partner of Green Plains Partners, LP, apublicly traded partnership engaged in fuel storage and transportation services (and collectively with Green Plains Inc., "Green Plains"). Prior tojoining Green Plains, Mr. Peters served as Senior Vice President—Chief Accounting Officer for ONEOK Partners from May 2006 to April 2007, asChief Financial Officer of ONEOK Partners, L.P. from July 1994 to May 2006, and in various senior management roles of ONEOK Partners, L.P.from 1985 to May 2006. Prior to joining ONEOK Partners, Mr. Peters was employed by KPMG LLP as a certified public accountant from 1980 to1985. Mr. Peters received an MBA from Creighton University with an emphasis in finance and a B.S. in Business Administration from theUniversity of Nebraska Lincoln. We believe that Mr. Peters' extensive executive, financial and operational experience bring important andnecessary skills to the Board of Directors.Scott A. Rogan has served as a director of our General Partner since February 2014 and was appointed to the board in connection with hisaffiliation with Energy Capital Partners. Mr. Rogan joined Energy Capital Partners as a principal in February 2014. Prior to joining Energy CapitalPartners, and for the past five years, Mr. Rogan was employed by Barclays Capital ("Barclays") as a Managing Director working in the investmentbanking division of the natural resources group. Prior to its merger with Barclays in 2008, Mr. Rogan worked for over 10 years in investmentbanking for Lehman Brothers. Mr. Rogan received a bachelor’s degree in business administration and a master’s degree in professional accountingfrom the University of Texas at Austin as well as a master’s degree in business administration from the University of Chicago. Mr. Rogan wasselected to serve as a director on the board due to his affiliation with Energy Capital Partners, his knowledge of the energy industry and hisfinancial and business expertise.Jeffrey R. Spinner has served as a director of our General Partner since November 2012 and was appointed to the board in connection with hisaffiliation with Energy Capital Partners. Mr. Spinner has been an investment professional at Energy Capital Partners since 2006. Prior to joiningEnergy Capital Partners, Mr. Spinner worked in the Natural Resources Investment Banking Group at Banc of America Securities. Mr. Spinnerreceived a B.S. in Economics from Duke University. Mr. Spinner was selected to serve as a director on the board due to his affiliation with EnergyCapital Partners, his knowledge of the energy industry and his financial and business expertise.Susan Tomasky has served as a director of our General Partner since November 2012. Additionally, Ms. Tomasky serves as the chair of theConflicts Committee. Ms. Tomasky was a senior executive for 13 years at American Electric Power, one of the nation’s largest electric utilities,serving from 2009 to 2011 as President of the company’s transmission business, from 2007 through 2008 as Executive Vice President for SharedServices, from 2001 until 2007 as Executive Vice President and Chief Financial Officer, and from 1998 until 2001 as General Counsel. Ms.Tomasky currently serves as Lead Independent Director of Tesoro Corp. and as a director of Public Service Enterprise Group – both publiccompanies. Ms. Tomasky holds a juris doctorate degree from George Washington University National Law Center, and received her undergraduatedegree from University of Kentucky in Lexington. Ms. Tomasky's extensive executive, financial, legal and regulatory experience bring importantand necessary skills to the Board of Directors.Robert M. Wohleber has served as a director of our General Partner since August 2013. Mr. Wohleber served as Senior Vice President and ChiefFinancial Officer of Kerr-McGee Corporation, an oil and gas exploration and production company, from December 1999 to August 2006. From 1996to 1998, he served as Senior Vice President and Chief Financial Officer of Freeport-McMoran, Inc., one of the largest phosphate fertilizerproducers in the United States. He holds a B.B.A. from the University of Notre Dame and an M.B.A. from the University of Pittsburgh. Mr.Wohleber's extensive executive and financial experience in the oil and gas industry bring important and necessary skills to the Board of Directors.Code of Business Conduct and EthicsThe Board of Directors of our General Partner has adopted a Code of Business Conduct and Ethics which sets forth SMLP’s policy with respect tobusiness ethics and conflicts of interest. The Code of Business Conduct and Ethics is intended to ensure that the employees, officers anddirectors of SMLP conduct business with the highest standards144Table of Contentsof integrity and in compliance with all applicable laws and regulations. It applies to the employees, officers and directors of SMLP, including itsprincipal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions (the"Senior Financial Officers"). The Code of Business Conduct and Ethics also incorporates expectations of the Senior Financial Officers that enableus to provide accurate and timely disclosure in our filings with the SEC and other public communications. The Code of Business Conduct andEthics is publicly available on our website under the "Corporate Governance" subsection of the Investors section at www.summitmidstream.comand is also available free of charge on written request to the Secretary at the Dallas office address given under the "Contact" section on ourwebsite.Corporate Governance GuidelinesOur Corporate Governance Guidelines, which are available on our website under the “Corporate Governance” subsection of the “Investors” sectionat www.summitmidstream.com, provide guidelines for thegovernance of the Company. The Corporate Governance Guidelines specifically provide, among other things, that(i) Jerry L. Peters, as the chairman of our Audit Committee, shall preside over any executive sessions, and (ii) interested parties maycommunicate directly with our independent directors by submitting a specially marked envelope to the Secretary of our General Partner.Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act requires SMLP's directors and executive officers, and persons who own more than 10% of a registered class ofour securities, to file with the SEC initial reports of ownership and reports of changes in ownership of SMLP's common units and other equitysecurities. Based on our records, we believe that all directors, executive officers and persons who own more than 10% of our common units havecomplied with the reporting requirements of Section 16(a).Item 11. Executive Compensation.This Compensation Discussion and Analysis (“CD&A”) provides information regarding the compensation of our named executive officers (“NEOs”)as reported in the Summary Compensation Table and other tables in this document. In this CD&A, we review the compensation decisions andrationale for those decisions relating to our principal executive officer, principal financial officer, our next three most highly compensated executiveofficers.The following describes the material components of our executive compensation program for the following individuals, who are referred to as the"Named Executive Officers" or “NEOs”:•Steven J. Newby, President and Chief Executive Officer•Matthew S. Harrison, Executive Vice President and Chief Financial Officer•Brock M. Degeyter, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary•Brad N. Graves, Executive Vice President and Chief Commercial Officer•Leonard W. Mallett, Executive Vice President and Chief Operations OfficerThe NEOs are employees of Summit Investments and executive officers of our General Partner. Certain of the NEOs split their working timebetween SMLP's business and their responsibilities for Summit Investments and its affiliates other than us. Under the terms of our PartnershipAgreement, our General Partner determines the portion of the NEOs' compensation that is allocated to us. The Compensation Committee providesoversight, administers and makes decisions regarding our compensation policies and plans.Compensation Philosophy and ObjectivesWe seek to provide reasonable and competitive rewards to executives through compensation and benefit programs structured to:•Attract and retain outstanding talent•Drive achievement of short-term and long-term goals•Reward successful execution of objectives•Reinforce company culture and leadership competencies•Align executives with the interests of our unitholders145Table of ContentsWe employ a pay-for-performance philosophy when designing executive compensation opportunities. Thus, a portion of an executive’s targetcompensation should be performance based through linkage to the achievement of financial and other measures deemed to be drivers in thecreation of unitholder value. While the Compensation Committee does not set a specific target allocation among the elements of total directcompensation, a portion of the compensation opportunity available to each of our NEOs is, by design, tied to the Partnership’s annual and long-term performance.Compensation of Named Executive OfficersThe Compensation Committee establishes the target total direct compensation of our executives and administers other benefit programs. TheCompensation Committee engaged BDO USA, L.L.P. as its independent compensation consultant. The Compensation Consultant provides theCompensation Committee with data, analysis and advice on the structure and level of executive compensation. The Compensation Consultantparticipates in Compensation Committee meetings and executive sessions of the Compensation Committee meetings as requested. TheCompensation Consultant may work with our management on various matters for which the Compensation Committee is responsible. However, theCompensation Committee, not management, directs the activities of the Compensation Consultant. We consider the Compensation Consultant tobe independent of the Partnership according to current NYSE listing requirements and SEC guidance.Partnership management, in consultation with the Compensation Committee chair and the Compensation Consultant, prepares materials for theCompensation Committee relevant to matters under consideration by the Compensation Committee, including market data provided by theCompensation Consultant and recommendations of our Chief Executive Officer (the "CEO") regarding compensation of the other executives. TheCompensation Committee works directly with the Compensation Consultant on our CEO’s compensation as required.Based on market data which we use as a reference, we believe compensation of our NEOs is reasonably competitive with opportunities availableto officers holding similar positions at other comparable midstream companies. We seek to set compensation levels for each component of totaldirect compensation based on our assessment of market practices at or near the median. The Compensation Committee adjusts targetcompensation for each NEO above or below the median, taking into consideration experience, performance, internal equity and other relevantcircumstances.During the Compensation Committee’s annual review of executive compensation, the Compensation Consultant provided the CompensationCommittee with an analysis of positions comparable to the NEOs at peer companies. To develop these exhibits, information from peer companypublic filings was compiled, including public company proxy statements and annual reports on Form 10-K. The peer group used for 2016 executivecompensation consisted of 13 publicly traded midstream partnerships and limited liability companies with whom we compete for executive talent.The peer group comprised the following companies:American Midstream Partners, LP MidCoast Energy Partners, L.P.Boardwalk Pipeline Partners, LP NuStar Energy L.P.Crestwood Equity Partners LP SemGroup CorporationDCP Midstream, LP Southcross Energy Partners, L.P.Enable Midstream Partners, LP Tallgrass Energy Partners LPEnLink Midstream Partners, LP Targa Resources Corp.Genesis Energy, L.P. The compensation analysis encompassed the primary components of total direct compensation, including annual base salary, annual short-termincentive and long-term incentive awards for the NEOs of these peer group companies. The Compensation Committee considered the informationprovided to ascertain whether the compensation of our NEOs is aligned with our compensation philosophy and competitive with the compensationfor executive officers of the peer group companies. The Compensation Committee reviewed the compensation analysis to confirm that ourcompensation programs were supporting a competitive total compensation approach that emphasizes incentive-based compensation andappropriately rewards achievement of our objectives. For 2016, the target total direct compensation for the NEOs as set by the CompensationCommittee is summarized below. Each element is further discussed in this CD&A.146Table of ContentsName and Principal Position BaseSalary ($) 2016 TargetAnnual Bonus:Percent of BaseSalary (%) 2016 Target LTIPAward: % of BaseSalary (%) 2016 LTIP TargetAward Value ($) 2016 Target TotalDirectCompensation ($)Steven J. NewbyPresident and Chief Executive Officer 575,000 150 250 1,437,500 2,875,000Matthew S. HarrisonExecutive Vice President and Chief FinancialOfficer 400,000 100 150 600,000 1,400,000Brock M. DegeyterExecutive Vice President, General Counsel,Chief Compliance Officer and Secretary 350,000 100 150 525,000 1,225,000Brad N. GravesExecutive Vice President, CorporateDevelopment and Chief Commercial Officer 375,000 100 150 562,500 1,312,500Leonard W. MallettExecutive Vice President and ChiefOperations Officer 350,000 100 150 525,000 1,225,000Components of Executive CompensationThe primary elements of compensation for the NEOs are base salary, annual incentive compensation and long-term equity-based compensationawards. The NEOs also receive certain retirement, health, welfare and additional benefits.Base Salary. The base salaries for our NEOs are reviewed annually by the Compensation Committee. Base salaries for our NEOs have generallybeen set at levels deemed necessary to attract and retain individuals with superior talent.The base salaries of our NEOs, a portion of which are allocated to and reimbursed by the Partnership for certain NEOs, are set forth in thefollowing table:Name and Principal Position 2016 BaseSalary ($)Steven J. Newby (1)President and Chief Executive Officer 575,000Matthew S. Harrison (2)Executive Vice President and Chief Financial Officer 400,000Brock M. Degeyter (3)Executive Vice President, General Counsel, Chief Compliance Officer and Secretary 350,000Brad N. Graves (4)Executive Vice President, Corporate Development and Chief Commercial Officer 375,000Leonard W. MallettExecutive Vice President and Chief Operations Officer 350,000___________(1) Salary adjusted from $475,000 to $575,000 in March 2016.(2) Salary adjusted from $340,000 to $400,000 in March 2016.(3) Salary adjusted from $305,000 to $350,000 in February 2016.(4) Salary adjusted from $325,000 to $375,000 in March 2016.Annual Incentive Compensation. We provide an annual incentive bonus (“annual bonus”) to drive the achievement of key business results and torecognize NEOs based on their contributions to those results. The annual bonus plan is a cash-based incentive plan. Incentive amounts areintended to provide total cash compensation near the market range for executive officers in comparable positions when target performance isachieved. Annual bonus compensation levels are set above or below the market range to reflect actual performance results as appropriate whenperformance is greater or less than expectations. Annual bonus payouts147Table of Contentsmay range from 0% to 200% of the target opportunity (0% to 300% for Mr. Newby) and may be adjusted at the discretion of the CompensationCommittee.In March 2016, the Compensation Committee established the 2016 annual bonus plan target opportunities as a percentage of base salary for ourNEOs. The 2016 targets for Messrs. Harrison, Mallett, Graves and Degeyter were 100% of their base salaries, while Mr. Newby's 2016 target was150%.Name and Principal Position2016 TargetAnnual Bonus:Percent of BaseSalary (%) 2016 TargetBonus: DollarValue ($)Steven J. NewbyPresident and Chief Executive Officer150 862,500Matthew S. HarrisonExecutive Vice President and Chief Financial Officer100 400,000Brock M. DegeyterExecutive Vice President, General Counsel, Chief Compliance Officer and Secretary100 350,000Brad N. GravesExecutive Vice President, Corporate Development and Chief Commercial Officer100 375,000Leonard W. MallettExecutive Vice President and Chief Operations Officer100 350,000In 2016, quantitative factors, as reflected in the corporate scorecard applicable to the senior leadership team (the "SLT Scorecard") determined atleast one-half of the annual bonus for Messrs. Harrison, Degeyter, Graves and Mallett while their respective business unit scorecards accountedfor the remainder. (The annual bonus amounts determined based on these scorecards were subject to further adjustments as explained below). ForMr. Newby, the SLT Scorecard determined his entire annual bonus for 2016, subject to further adjustments as explained below. The SLTScorecard contained five factors, each of which are considered by the Board of Directors and management as key indicators of the successfulexecution of our business plan. Those factors included (i) corporate growth, (ii) adjusted EBITDA, (iii) distributable cash flow per unit, (iv) leverageratio and (v) health, safety, environmental, and regulatory goals.In February 2017, the Compensation Committee and the Board of Directors reviewed the SLT Scorecards for 2016 and determined the level ofachievement of each key factor. We exceeded three of our targets, including adjusted EBITDA, distributable cash flow per unit and leverage ratio.We met our health, safety, environmental, and regulatory goals. We did not meet our corporate growth target. These results yielded a calculatedSLT Scorecard result of 115% of target for the portion of their annual bonuses based on SLT Scorecard results.In addition to corporate and business unit results reported on scorecards, additional considerations are applied at the discretion of the CEO, theCompensation Committee, or the Board of Directors that may affect the actual annual bonus earned. Those considerations include judgmentsregarding overall company performance and business events, industry climate and performance, the market for executive talent, demonstratedleadership capabilities, and progress on strategic initiatives.Mr. Newby’s annual bonus payout was $1,000,000, which is 116% of his target annual bonus for 2016.Mr. Harrison’s annual bonus payout reflects consideration for the combined performance results of the finance, investor relations and accountingbusiness units. The total amount awarded to Mr. Harrison reflects 110% of his target annual bonus in 2016, or $440,000.Mr. Degeyter’s annual bonus payout reflects consideration for the performance results of the legal, health, safety, environmental and regulatorybusiness units. The total amount awarded to Mr. Degeyter reflects 116% of his target annual bonus in 2016, or $406,000.Mr. Graves’ annual bonus payout reflects consideration for performance results of the corporate development business unit. The total amountawarded to Mr. Graves reflects 110% of his target annual bonus in 2016, or $412,000.Mr. Mallett's annual bonus payout reflects consideration for performance results of enterprise technology and engineering, construction andoperations business units. The total amount awarded to Mr. Mallett reflects 120% of his target annual bonus in 2016, or $420,000.148Table of ContentsOnly a portion of the NEOs' annual bonus amounts are allocated to and reimbursed by the Partnership. For a discussion of the cost allocationmethodology, please refer to "Reimbursement of Expenses from General Partner" in Item 13. Certain Relationships and Related Transactions, andDirector Independence. Based on the foregoing discussion, the annual bonus awards to be paid in March 2017 to our NEOs for 2016 performanceare as follows:Name and Principal Position2016 Annual BonusPayout ($)Steven J. NewbyPresident and Chief Executive Officer1,000,000Matthew S. HarrisonExecutive Vice President and Chief Financial Officer440,000Brock M. DegeyterExecutive Vice President, General Counsel, Chief Compliance Officer and Secretary406,000Brad N. GravesExecutive Vice President, Corporate Development and Chief Commercial Officer412,000Leonard W. MallettExecutive Vice President and Chief Operations Officer420,000Long-Term Equity-Based Compensation Awards. Our General Partner approved the SMLP LTIP pursuant to which eligible officers (includingthe NEOs), employees, consultants and directors of our General Partner and its affiliates are eligible to receive awards with respect to our equityinterests, thereby linking the recipients' compensation directly to the value of SMLP's common units and enhancing our ability to attract and retainsuperior talent. The SMLP LTIP provides for the grant, from time to time at the discretion of the Board of Directors or Compensation Committee, ofunit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards.The SMLP LTIP is designed to promote our interests, as well as the interests of our unitholders, by aligning the interests of our eligible employees(including the NEOs) and directors with those of common unitholders, as well as by strengthening our ability to attract, retain and motivatequalified individuals to serve as directors and employees.SMLP LTIP award guidelines for NEOs are designed to attract, retain and motivate key employees, including the NEOs and were determined usingthe Compensation Consultant's analysis for individuals in comparable positions and an analysis of the scope of their roles and duties. Theseguidelines set an annual equity award target in the amount of 150% of base salary for each of our NEOs other than Mr. Newby, whose targetedannual equity award is 250% of his base salary.March 2016 Equity Grants. Effective March 15, 2016, based on the recommendation of the Compensation Committee, the Board of Directorsapproved a grant of phantom units to the NEOs. The underlying phantom units vest ratably over a three-year period. Holders of phantom units areentitled to distribution equivalent rights for each phantom unit, providing for a lump sum payment equal to the accrued distributions from the grantdate of the phantom units to be paid in cash upon the vesting date. The Compensation Committee selected equity awards that vest contingent oncontinued service to foster increased unit ownership by the NEOs and as a retention incentive for continued employment with the Partnership.All SMLP LTIP grants to our NEOs are subject to accelerated vesting on the occurrence of any of the following events: (i) a termination of theNEO's employment other than for cause, (ii) a termination of the NEO's employment by the officer for good reason (as defined in the NEO'semployment agreement), (iii) a termination of the NEO's employment by reason of the NEO's death or disability or (iv) a Change in Control (asdefined in the applicable award agreement).149Table of ContentsTo calculate the number of phantom units granted to each NEO, the Compensation Committee determined the dollar amount of the long-termincentive compensation award, and then granted the number of phantom units that had a fair market value equal to that amount on the date ofgrant. Phantom unit awards granted in March 2016 were as follows:Name and Principal Position 2016 TargetSMLP LTIP Award: %ofBase Salary (%) 2016Phantom UnitsAwarded (#) 2016 SMLP LTIPAward Value ($)Steven J. NewbyPresident and Chief Executive Officer 250 118,083 1,750,000Matthew S. HarrisonExecutive Vice President and Chief Financial Officer 150 43,859 650,000Brock M. DegeyterExecutive Vice President, General Counsel, Chief Compliance Officer and Secretary 150 43,859 650,000Brad N. GravesExecutive Vice President, Corporate Development and Chief Commercial Officer 150 43,859 650,000Leonard W. MallettExecutive Vice President and Chief Operations Officer 150 40,485 600,000Retirement, Health and Welfare and Additional Benefits. The NEOs are eligible to participate in such employee benefit plans and programs aswe offer to our employees, subject to the terms and eligibility requirements of those plans.401(k) Plan. The NEOs are eligible to participate in a tax qualified 401(k) defined contribution plan to the same extent as all of our otheremployees. In 2016, we made a fully vested matching contribution on behalf of each of the 401(k) plan's participants up to 5% of such participant'seligible salary for the year.Health Savings Account ("HSA") Program. The NEOs are eligible to participate in a tax qualified health savings account (“HSA”) if they areenrolled in the available high-deductible health plan. The HSA is a tax-free savings account owned by an individual and can be used to pay forcurrent or future qualified medical expenses. Participants determine how much to contribute, when and how to spend the money on eligible medicalexpenses, and how to invest the balance. The balance remains in the account and is not subject to forfeiture. The Partnership makes annualcontributions to all HSA-eligible employees who enroll in an HSA. In 2016, Summit Investments made tax-free HSA contributions of $1,800 toMessrs. Newby, Harrison and Graves.Deferred Compensation Plan. Effective July 1, 2013, the Board approved a Deferred Compensation Plan (the “DCP”), which is a definedcontribution supplemental executive retirement plan established to attract and retain key employees and directors by providing participants with anopportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The DCP is an unfunded, nonqualified plan thatprovides each participant in the plan with benefits based on the participant’s notional account balance at the time of retirement or termination.Each participant allocates deferrals among designated mutual fund investments to serve as indices for the purpose of determining notionalinvestment gains and losses to each participant’s account.Deferrals of SMLP LTIP grants and other equity-based awards are allocated to the Summit Midstream Partners, LP Unit Fund (the “Unit Fund”).The Unit Fund consists of notional common units in SMLP, with each unit approximating the value of one common unit of SMLP. The distributionequivalent rights associated with any SMLP LTIP grant may be allocated to any available investment option, other than the Unit Fund. Only Mr.Newby elected to defer any compensation earned in 2016 under the DCP.The DCP is filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on July 3, 2013.Tax Preparation and Advisory Services. Pursuant to the terms of their employment agreements, all NEOs are entitled to reimbursement for taxpreparation and advisory services expenses of up to $12,000 per year. Expenditures for these additional benefits are disclosed by individual infootnote 4 to the Summary Compensation Table.Employment and Severance Arrangements. Our NEOs each have employment agreements with Summit Investments. Elements of the NEOs’total direct compensation are subject to periodic review and may be adjusted accordingly by the Compensation Committee.150Table of ContentsMr. Newby’s employment agreement, which was amended and restated on July 20, 2015 and took effect on August 13, 2015, has an initial term oftwo years, and is then automatically extended for successive one-year periods, unless either party gives notice of non-extension to the other nolater than 30 days prior to the expiration of the then-applicable term. Mr. Newby’s employment agreement provides for an annual base salary of$475,000 ($600,000 effective March 2017), and a performance-based bonus ranging from 0% to 300% of base salary, with a target of 150% ofbase salary. Mr. Newby is entitled to receive a prorated annual bonus (based on target) if his employment is terminated by Mr. Newby for goodreason, or by the Company without cause or as a result of a non-extension of the term by the Company, or due to death or disability. In addition,Mr. Newby’s employment agreement also provides for reimbursement of certain business expenses incurred in connection with his employment,including company-paid tax preparation and advisory services of up to $12,000 per year. Mr. Newby is also entitled to reimbursement for the costof an annual executive physical.Mr. Newby’s employment agreement provides for a cash severance payment upon a termination resulting from a non-extension of the term by theCompany, by the Company without cause or by Mr. Newby for good reason, which is defined generally as the officer's termination of employmentwithin two years after the occurrence of (i) a material diminution in Mr. Newby’s authority, duties or responsibilities, (ii) a material diminution in Mr.Newby’s base salary, target bonus (as a percentage of base salary) or annual bonus range (as a percentage of base salary), (iii) a material changein the geographic location at which the officer must perform his services under the agreement (iv) a change in Mr. Newby’s reporting relationshipresulting in Mr. Newby no longer reporting directly to the Board of Directors of the Company or the General Partner or (v) any other action orinaction that constitutes a material breach of the employment agreement by the Company (each a "Qualifying Termination"). In the event of aQualifying Termination, Mr. Newby’s severance payment will be equal to two and one-half times the sum of his annual base salary and his annualbonus payable in respect of the immediately preceding year.Following any termination of employment other than one resulting from non-extension of the term, his employment agreement provides that Mr.Newby will be subject to a post-termination non-competition covenant through the severance period, and, following any termination of employment,Mr. Newby will be subject to a one-year post-termination non-solicitation covenant. If Mr. Newby’s employment terminates as a result of his non-extension of the term, the Company may choose to subject him to a non-competition covenant for up to one year post-termination. If the Companyexercises this “noncompete option”, then Mr. Newby would be entitled to a severance payment in an amount equal to the sum of his annual basesalary and annual bonus payable in respect of the preceding year, multiplied by a fraction, the numerator of which is equal to the number of daysfrom the date of termination through the expiration of the restricted period (as elected by the Company) and the denominator of which is 365. Inthis case, the severance payment will be payable in equal installments over the restricted period. Following any termination of employment, theCompany has agreed to pay the out-of-pocket premium cost to continue Mr. Newby’s medical and dental coverage for a period not to exceed 18months, with such coverage terminating if any new employer provides benefits coverage.Mr. Newby’s employment agreement also provides that all equity awards granted to Mr. Newby under the LTIP and held by him as of immediatelyprior to a change in control of us will become fully vested immediately prior to the change in control.Mr. Newby’s employment agreement provides that, if any portion of the payments or benefits provided to Mr. Newby would be subject to theexcise tax imposed in connection with Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced if suchreduction would result in a greater after-tax payment to Mr. Newby.Mr. Harrison’s employment agreement, which was amended and restated on October 16, 2015, has an initial term that expires on March 1, 2017,and is then automatically extended for successive one-year periods, unless either party gives notice of non-extension to the other no later than 30days prior to the expiration of the then-applicable term. Mr. Harrison’s employment agreement provides for an annual base salary of $340,000($415,000 effective March 2017), and a performance-based bonus ranging from 0% to 200% of base salary, with a target of 100% of base salary.Mr. Harrison is entitled to receive a prorated annual bonus (based on target) if his employment is terminated by Mr. Harrison for good reason, or bythe Company without cause or as a result of a non-extension of the term, or due to death or disability. In addition, Mr. Harrison’s employmentagreement also provides for reimbursement of certain business expenses incurred in connection with his employment, including company-paid taxpreparation and advisory services of up to $12,000 per year.Mr. Harrison’s employment agreement provides for a cash severance payment upon a termination resulting from a non-extension of the term bythe Company, by the Company without cause or by Mr. Harrison for good reason, which is defined generally as the officer's termination ofemployment within two years after the occurrence of (i) a material diminution in Mr. Harrison’s authority, duties or responsibilities, (ii) a materialdiminution in Mr. Harrison’s base salary, target bonus (as a percentage of base salary) or annual bonus range (as a percentage of base salary),151Table of Contents(iii) a material change in the geographic location at which the officer must perform his services under the agreement or (iv) any other action orinaction that constitutes a material breach of the employment agreement by the Company (each a "Qualifying Termination"). In the event of aQualifying Termination, Mr. Harrison’s severance payment will be equal to one and one-half times the sum of his annual base salary and hisannual bonus payable in respect of the immediately preceding year.Following any termination of employment other than one resulting from non-extension of the term, his employment agreement provides that Mr.Harrison will be subject to a post-termination non-competition covenant through the severance period, and, following any termination ofemployment, Mr. Harrison will be subject to a one-year post-termination non-solicitation covenant. If Mr. Harrison’s employment terminates as aresult of his non-extension of the term, the Company may choose to subject him to a non-competition covenant for up to one year post-termination. If the Company exercises this “noncompete option”, then Mr. Harrison would be entitled to a severance payment in an amount equal tothe sum of his annual base salary and annual bonus payable in respect of the preceding year, multiplied by a fraction, the numerator of which isequal to the number of days from the date of termination through the expiration of the restricted period (as elected by the Company) and thedenominator of which is 365. In this case, the severance payment will be payable in equal installments over the restricted period. Following anytermination of employment, the Company has agreed to pay the out-of-pocket premium cost to continue Mr. Harrison’s medical and dentalcoverage for a period not to exceed 18 months, with such coverage terminating if any new employer provides benefits coverage.Mr. Harrison’s employment agreement also provides that all equity awards granted to Mr. Harrison under the LTIP and held by him as ofimmediately prior to a change in control of us will become fully vested immediately prior to the change in control.Mr. Harrison’s employment agreement provides that, if any portion of the payments or benefits provided to Mr. Harrison would be subject to theexcise tax imposed in connection with Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced if suchreduction would result in a greater after-tax payment to Mr. Harrison.The Board of Directors has approved an amended and restated employment agreement for Mr. Harrison, which shall become effective on March 1,2017. See Item 9B. Other Information included in this report for a description of Mr. Harrison's amended and restated employment agreement.Mr. Degeyter's employment agreement, which was amended and restated as of February 1, 2016, is substantially similar to Mr. Harrison'semployment agreement, except that (i) it provides for an annual base salary of $350,000 ($365,000 effective March 2017) and (ii) it has an initialterm that expires on March 1, 2018.Mr. Graves’ employment agreement, which was amended and restated on March 1, 2015, has an initial term of two years, and is thenautomatically extended for successive one-year periods, unless either party gives notice of non-extension to the other no later than 90 days priorto the expiration of the then-applicable term. Mr. Graves’ employment agreement provides for an annual base salary of $325,000 ($390,000effective March 2017), and a performance-based bonus ranging from 0% to 200% of base salary, with a target of 100% of base salary. Mr. Gravesis entitled to receive a prorated annual bonus (based on target) if his employment is terminated by the Company without cause or due to death ordisability. Although Mr. Graves’ employment agreement only provides for reimbursement of tax preparation expenses in the amount of $10,000 peryear, we have agreed to increase the reimbursement amount to $12,000.Mr. Graves’ employment agreement provides for a cash severance payment upon a termination by the Company without cause or by Mr. Gravesfor good reason, which is defined generally as the officer’s termination of employment within two years after the occurrence of (i) a materialdiminution in the named executive officer’s authority, duties or responsibilities, (ii) a material diminution in the officer’s base compensation, (iii) amaterial change in the geographic location at which the officer must perform his services under the agreement or (iv) any other action or inactionthat constitutes a material breach of the employment agreement by the Company (each a “Qualifying Termination”). In the event of a QualifyingTermination other than in the period beginning six months prior to a change in control of the Company and ending on the 12-month anniversary ofsuch a change in control, Mr. Graves’ severance payment will be equal to the sum of his annual base salary and his annual bonus payable inrespect of the immediately preceding year. If a Qualifying Termination occurs during the period beginning six months prior to a change in controland ending on the 12-month anniversary of such a change in control, Mr. Graves’ severance payment will increase to one and one-half times thesum of his annual base salary and the immediately preceding year’s bonus.Following any termination of employment other than one resulting from non-extension of the term, his employment agreement provides that Mr.Graves will be subject to a post-termination non-competition covenant through the152Table of Contentsseverance period, and, following any termination of employment, Mr. Graves will be subject to a one-year post-termination non-solicitationcovenant. If Mr. Graves’ employment is terminated due to non-extension of the term, the Company may choose to subject him to a non-competition covenant for up to one year post-termination. If the Company exercises this “noncompete option”, then Mr. Graves would be entitled toa severance payment in an amount equal to the sum of his annual base salary and annual bonus payable in respect of the preceding year,multiplied by a fraction, the numerator of which is equal to the number of days from the date of termination through the expiration of the restrictedperiod (as elected by the Company) and the denominator of which is 365. In this case, the severance payment will be payable in equalinstallments over the restricted period. Following any termination of employment, the Company has agreed to pay the out-of-pocket premium costto continue Mr. Graves’ medical and dental coverage for a period not to exceed 18 months, with such coverage terminating if any new employerprovides benefits coverage.Mr. Graves’ employment agreement also provides that all equity awards granted to Mr. Graves under the LTIP and held by him as of immediatelyprior to a change in control of us will become fully vested immediately prior to the change in control.Mr. Graves’ employment agreement provides that, if any portion of the payments or benefits provided to Mr. Graves would be subject to the excisetax imposed in connection with Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced if such reduction wouldresult in a greater after-tax payment to Mr. Graves.The Board of Directors has approved an amended and restated employment agreement for Mr. Graves, which shall become effective on March 1,2017. See Item 9B. Other Information included in this report for a description of Mr. Graves' amended and restated employment agreement.Mr. Mallett’s employment agreement, which was entered into on December 1, 2015, has an initial term that expires on December 1, 2017, and isthen automatically extended for successive one-year periods, unless either party gives notice of non-extension to the other no later than 30 daysprior to the expiration of the then-applicable term. Mr. Mallett’s employment agreement provides for an annual base salary of $350,000 ($375,000effective March 2017), and a performance-based bonus ranging from 0% to 200% of base salary, with a target of 100% of base salary. Mr. Mallettis entitled to receive a prorated annual bonus (based on target) if his employment is terminated by Mr. Mallett for good reason, or by the Companywithout cause or as a result of a non-extension of the term by the Company, or due to death or disability. In addition, Mr. Mallett’s employmentagreement also provides for reimbursement of certain business expenses incurred in connection with his employment, including company-paid taxpreparation and advisory services of up to $12,000 per year.Mr. Mallett’s employment agreement provides for a cash severance payment upon a termination resulting from a non-extension of the term by theCompany, by the Company without cause or by Mr. Mallett for good reason, which is defined generally as the officer's termination of employmentwithin two years after the occurrence of (i) a material diminution in Mr. Mallett’s authority, duties or responsibilities, (ii) a material diminution in Mr.Mallett’s base salary, target bonus (as a percentage of base salary) or annual bonus range (as a percentage of base salary), (iii) a material changein the geographic location at which the officer must perform his services under the agreement or (iv) any other action or inaction that constitutes amaterial breach of the employment agreement by the Company (each a "Qualifying Termination"). In the event of a Qualifying Termination, Mr.Mallett’s severance payment will be equal to one and one-half times the sum of his annual base salary and his annual bonus payable in respect ofthe immediately preceding year.Following any termination of employment other than one resulting from non-extension of the term, his employment agreement provides that Mr.Mallett will be subject to a post-termination non-competition covenant through the severance period, and, following any termination of employment,Mr. Mallett will be subject to a one-year post-termination non-solicitation covenant. If Mr. Mallett’s employment terminates as a result of his non-extension of the term, the Company may choose to subject him to a non-competition covenant for up to one year post-termination. If the Companyexercises this “noncompete option”, then Mr. Mallett would be entitled to a severance payment in an amount equal to the sum of his annual basesalary and annual bonus payable in respect of the preceding year, multiplied by a fraction, the numerator of which is equal to the number of daysfrom the date of termination through the expiration of the restricted period (as elected by the Company) and the denominator of which is 365. Inthis case, the severance payment will be payable in equal installments over the restricted period. Following any termination of employment, theCompany has agreed to pay the out-of-pocket premium cost to continue Mr. Mallett’s medical and dental coverage for a period not to exceed 18months, with such coverage terminating if any new employer provides benefits coverage.153Table of ContentsMr. Mallett’s employment agreement also provides that all equity awards granted to him under SMLP's long-term incentive plan and held by him asof immediately prior to a change in control of us will become fully vested immediately prior to the change in control.Mr. Mallett’s employment agreement provides that, if any portion of the payments or benefits provided to Mr. Mallett would be subject to theexcise tax imposed in connection with Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced if suchreduction would result in a greater after-tax payment to Mr. Mallett.Additionally, as an inducement to accept the position of Chief Operations Officer of the Company, on December 1, 2015, Mr. Mallett received aone-time grant of phantom units valued at $1,600,000, pursuant to a standalone phantom unit award agreement (the "Award Agreement"). Subjectto the terms and conditions of the Award Agreement, the underlying phantom units will vest ratably over a three-year period, and are entitled todistribution equivalent rights for each phantom unit, providing for a lump sum payment equal to the accrued distributions from the grant date of thephantom units to be paid in cash upon the vesting date. Furthermore, the phantom units will be subject to accelerated vesting on the occurrence ofany of the following events: (i) a termination of the Mr. Mallett’s employment other than for cause, (ii) a termination of employment by Mr. Mallettfor good reason (as that term is defined in the employment agreement), (iii) a termination of Mr. Mallett’s employment by reason of death ordisability or (iv) a Change in Control (as defined in the Award Agreement). Mr. Mallett also received an annual cash bonus in the amount of$350,000 and an additional grant of phantom units valued at $600,000 in March 2016.Risk Assessment Relative to Compensation Programs. The Compensation Committee manages risk as it relates to our compensation plans,programs and structure (collectively, our “compensation practices”). The Compensation Committee meets with management to review whether anyaspect of our compensation practices creates incentives for our employees to take inappropriate risks that could materially adversely affect thePartnership. Accordingly, we believe that the compensation practices for our NEOs and other employees are appropriately structured and do notpose a material risk to the Partnership. We believe these compensation practices are designed and implemented in a manner that does notpromote excessive risk-taking that could damage the value of the Partnership or provide compensatory rewards for inappropriate decisions orbehavior.Compensation Committee Report. The Compensation Committee has reviewed and discussed this CD&A with our management and, based onsuch review and discussion, has recommended to the Board that the CD&A be included in the Annual Report on Form 10-K.Summary Compensation Table for 2016, 2015 and 2014The following table sets forth certain information with respect to the compensation paid to our NEOs for the years ended December 31, 2016, 2015and 2014 and allocated to us by our General Partner. Under the terms of our Partnership Agreement, our General Partner determines the portion ofthe NEOs' compensation that is allocated to us. For a discussion of the cost allocation methodology, please refer to "Agreements with Affiliates—Reimbursement of Expenses from General Partner" in Item 13. Certain Relationships and Related Transactions, and Director Independence.154Table of ContentsName and Principal Position Year Salary ($) (1) Bonus ($) Equity Awards($) (2) Non-EquityIncentive PlanCompen-sation($)(3) All OtherCompen-sation ($) (4) Total ($)Steven J. NewbyPresident and Chief ExecutiveOfficer 2016 517,500 — 1,750,000 900,000 37,020 3,204,520 2015 237,500 — 1,925,000 267,500 20,619 2,450,619 2014 237,500 — 1,200,000 237,500 16,490 1,691,490Matthew S. HarrisonExecutive Vice President andChief Financial Officer 2016 380,000 — 650,000 418,000 33,249 1,481,249 2015 251,600 — 630,000 188,700 25,336 1,095,636 2014 238,000 — 625,000 185,500 21,965 1,070,465Brock M. DegeyterExecutive Vice President,General Counsel, ChiefCompliance Officer andSecretary 2016 315,000 — 650,000 365,400 29,467 1,359,867 2015 173,850 — 629,000 139,650 19,450 961,950 2014 213,500 — 600,000 171,500 21,965 1,006,965Brad N. GravesExecutive Vice President,Corporate Development andChief Commercial Officer 2016 375,000 — 650,000 412,000 31,918 1,468,918 2015 97,500 — 612,500 70,500 12,071 792,571 2014 227,500 — 650,000 171,500 21,695 1,070,695Leonard W. MallettExecutive Vice President andChief Operations Officer (5) 2016 350,000 350,000 600,000 420,000 12,643 1,732,643 2015 20,417 — 1,600,000 — — 1,620,417 2014 — — — — — —___________(1) Amounts shown represent the portion of the NEO's base salary allocated to SMLP.(2) Amounts shown reflect the grant date fair value of the phantom unit awards granted to the NEOs in March 2016, March 2015 and March 2014,respectively, and, in Mr. Mallett’s case, also in December 2015, in accordance with FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("FASB ASC Topic 718"). For the assumptions made in valuing these awards, see Note 13 to the consolidated financial statements. Foradditional information, please refer to "Components of Executive Compensation—Long-Term Equity-Based Compensation Awards" above.(3) Amounts shown represent the incentive bonus earned under our annual incentive bonus program in the fiscal year indicated but paid in the followingfiscal year. The amounts shown represent that portion of the NEO's annual bonus that has been allocated to SMLP.(4) The table below presents the components of "All Other Compensation" allocated to SMLP for each NEO for the fiscal year ended December 31, 2016. Foradditional information, please see "Components of Executive Compensation—Retirement, Health and Welfare and Additional Benefits" above.(5) Mr. Mallett's employment commenced on December 1, 2015.All Other Compensation. The following table sets forth information concerning all other compensation paid to our NEOs in fiscal 2016 andallocated to us by our General Partner.Name Medical InsurancePremium ($) Individual TaxPreparation andAnnual MedicalExamination ($) Health SavingsAccount (HSA)EmployerContributions ($) 401(k) PlanEmployerContributions ($) Total ($)Steven J. Newby 14,354 9,121 1,620 11,925 37,020Matthew S. Harrison 15,151 3,800 1,710 12,588 33,249Brock M. Degeyter 16,124 1,418 — 11,925 29,467Brad N. Graves 15,488 1,380 1,800 13,250 31,918Leonard W. Mallett 12,643 — — — 12,643155Table of ContentsGrants of Plan-Based Awards in 2016. The following table sets forth information concerning annual incentive awards and phantom unit awardsgranted to our NEOs in fiscal 2016. Estimated Possible Payouts Under Non-Equity IncentivePlan Awards (1) All Other StockAwards: Numberof Shares ofStocks or Units(2) Grant Date FairValue of Stockand OptionsAwards (3)Name Grant Date Threshold ($) Target ($) Maximum ($) (#) ($)Steven J. Newby N/A N/A 862,500 1,725,000 3/15/2016 118,083 1,750,000Matthew S. Harrison N/A N/A 400,000 800,000 3/15/2016 43,859 650,000Brock M. Degeyter N/A N/A 350,000 700,000 3/15/2016 43,859 650,000Brad N. Graves N/A N/A 375,000 750,000 3/15/2016 43,859 650,000Leonard W. Mallett N/A N/A 350,000 700,000 3/15/2016 40,485 600,000___________(1) Represents annual incentive opportunities that may be awarded pursuant to our annual incentive program for the year ended December 31, 2016 withpayment based upon our achievement of pre-established performance goals and other factors. For additional information, please see "Components ofExecutive Compensation—Annual Incentive Compensation" above.(2) Represents grants of phantom units with distribution equivalent rights under the SMLP LTIP. For additional information, please see "Components ofExecutive Compensation—Long-Term Equity-Based Compensation Awards" above.(3) Amounts shown represent the fair value of the award on the date of the grant, in accordance with FASB ASC Topic 718. For the assumptions made invaluing these awards, see Note 13 to the consolidated financial statements.Narrative Disclosure to the Summary Compensation Table and Grants of the Plan-Based Awards Table. A description of material factorsnecessary to understand the information disclosed in the tables above with respect to salaries, bonuses, equity awards, non-equity incentive plancompensation and all other compensation can be found in the CD&A that precedes these tables.156Table of ContentsOutstanding Equity Awards at December 31, 2016. The following table presents information regarding the outstanding equity awards held by ourNEOs at December 31, 2016. Unit AwardsName Grant Date Number of Unearned PhantomUnits That Have Not Vested (#)(1) Market Value of UnearnedPhantom Units That Have NotVested ($) (2)Steven J. Newby 3/15/2016 118,083 2,969,787 3/15/2015 37,812 950,972 3/15/2014 9,456 237,818Matthew S. Harrison 3/15/2016 43,859 1,103,054 3/15/2015 12,375 311,231 3/15/2014 4,925 123,864Brock M. Degeyter 3/15/2016 43,859 1,103,054 3/15/2015 12,355 310,728 3/15/2014 4,728 118,909Brad N. Graves 3/16/2016 43,859 1,103,054 3/15/2015 12,031 302,580 3/15/2014 5,122 128,818Leonard W. Mallett 3/15/2016 40,485 1,018,198 12/1/2015 57,317 1,441,523___________(1) Phantom units granted to the NEOs vest ratably over a three-year period with the first tranche scheduled to vest on the first anniversary of the grant date,subject to continued employment, and accelerated vesting as provided in the applicable award agreement. The NEOs also receive distribution equivalentrights for each phantom unit, providing for a lump sum payment equal to the accrued distributions from the grant date of the phantom units to be paid in cashupon the vesting date.(2) Amounts were calculated using the closing price of SMLP's publicly traded common units on December 31, 2016.Phantom Units Vested. The following table represents information regarding the vesting of phantom units during the year ended December 31,2016 with respect to our NEOs. Phantom Unit AwardsName Number of PhantomUnits Vested (#) Value Realized on Vesting($) (1)Steven J. Newby (1) 26,736 501,032Matthew S. Harrison (1) 16,242 308,340Brock M. Degeyter (1) 15,715 297,656Brad N. Graves (1) 15,466 292,349Leonard W. Mallett (2) 28,659 709,310___________(1) Amounts represent the value of the phantom units that vested on March 15, 2016, plus the distribution equivalent rights earned in tandem. The value ofthe phantom units that vested on March 15, 2016 was calculated using the closing price of SMLP's publicly traded common units as of March 14, 2016, thetrading day immediately prior to vesting.(2) Amounts represent the value of the phantom units that vested on December 1, 2016, plus the distribution equivalent rights earned in tandem. The value ofthe phantom units that vested on December 1, 2016 was calculated using the closing price of SMLP's publicly traded common units as of November 30,2016, the trading day immediately prior to vesting.Pension Benefits. Currently, our General Partner does not sponsor or maintain a pension or defined benefit program for our NEOs. This policymay change in the future.157Table of ContentsNonqualified Deferred Compensation Table for 2016. The following table represents information regarding the nonqualified deferredcompensation of our NEOs for the year ended December 31, 2016.Name ExecutiveContributions inLast Fiscal Year ($)(1) RegistrantContributions inLast Fiscal Year ($) AggregateEarnings in LastFiscal Year ($) AggregateWithdrawals/Distributions($) Aggregate Balanceat Last Fiscal Year-End ($)Steven J. Newby 327,515 — 298,260 — 1,222,172Matthew S. Harrison 33,925 — 107,148 — 507,178Brad N. Graves 16,139 — 31,126 — 261,594___________(1) Amount is included in the "Summary Compensation Table" for the year 2016. For additional information, see "Components of Executive Compensation—Retirement, Health and Welfare and Additional Benefits" above.Potential Payments upon Termination or Change in Control. The following table sets forth information concerning potential amounts payable tothe NEOs upon termination of employment under various circumstances, and upon a change in control, if such event took place on December 31,2016.Name andPrincipalPosition Triggering Event Salary ($) Bonus ($) Pro-Rata Bonus($) Health Benefits($) Acceleration ofUnvested Equity($) (1) Total ($)Steven J.NewbyPresident andChiefExecutiveOfficer (2) Termination byReason of Death orDisability — — 862,500 17,809 4,571,862 5,452,171 Termination WithoutCause 1,437,500 1,337,500 862,500 17,809 4,571,862 8,227,171 Resignation for GoodReason 1,437,500 1,337,500 862,500 17,809 4,571,862 8,227,171 Nonextension of Termby Company 1,437,500 1,337,500 862,500 17,809 4,571,862 8,227,171 Nonextension of Termby Executive,Company ExercisesNoncompete 575,000 535,000 — 17,809 — 1,127,809 Change in Control (3) — — — — 4,571,862 4,571,862Matthew S.HarrisonExecutive VicePresident andChief FinancialOfficer (4) Termination byReason of Death orDisability — — 400,000 17,809 1,693,620 2,111,429 Termination WithoutCause 600,000 382,500 400,000 17,809 1,693,620 3,093,929 Resignation for GoodReason 600,000 382,500 400,000 17,809 1,693,620 3,093,929 Nonextension of Termby Company 600,000 382,500 400,000 17,809 1,693,620 3,093,929 Nonextension of Termby Executive,Company ExercisesNoncompete 400,000 255,000 — 17,809 — 672,809 Change in Control (3) — — — — 1,693,620 1,693,620158Table of ContentsBrock M.DegeyterExecutive VicePresident,GeneralCounsel, ChiefComplianceOfficer andSecretary (5) Termination byReason of Death orDisability — — 350,000 17,809 1,686,874 2,054,683 Termination WithoutCause 525,000 367,500 350,000 17,809 1,686,874 2,947,183 Resignation for GoodReason 525,000 367,500 350,000 17,809 1,686,874 2,947,183 Nonextension of Termby Company 525,000 367,500 350,000 17,809 1,686,874 2,947,183 Change in Control (3) — — — — 1,686,874 1,686,874 Nonextension of Term,Company ExercisesNoncompete 350,000 245,000 — 17,809 — 612,809Brad N. GravesExecutive VicePresident,CorporateDevelopmentand ChiefCommercialOfficer (6) Termination byReason of Death orDisability — — 375,000 17,809 1,689,751 2,082,560 Termination WithoutCause 375,000 235,000 375,000 17,809 1,689,751 2,692,560 Resignation for GoodReason 375,000 235,000 — 17,809 1,689,751 2,317,560 Termination WithoutCause during ChangeIn Control Period 562,500 352,500 375,000 17,809 1,689,751 2,997,560 Resignation for GoodReason during Changein Control Period 562,500 352,500 — 17,809 1,689,751 2,622,560 Change in Control (3) — — — — 1,689,751 1,689,751 Nonextension of Termby Company 375,000 235,000 — 17,809 1,689,751 2,317,560 Nonextension of Term,Company ExercisesNoncompete 375,000 235,000 — 17,809 — 627,809Leonard W.MallettExecutive VicePresident andChiefOperationsOfficer (7) Termination byReason of Death orDisability — — 350,000 17,809 2,661,386 3,029,195 Termination WithoutCause 525,000 525,000 350,000 17,809 2,661,386 4,079,195 Resignation for GoodReason 525,000 525,000 350,000 17,809 2,661,386 4,079,195 Nonextension of Termby Company 525,000 525,000 350,000 17,809 2,661,386 4,079,195 Change in Control (3) — 630,000 — — 2,661,386 3,291,386 Nonextension of Termby Executive,Company ExercisesNoncompete 350,000 350,000 — 17,809 — 717,809___________159Table of Contents(1) Amounts represent the value of the phantom units that vest upon the occurrence of a triggering event plus the earned distribution equivalent rights thatvest in tandem. The value of the phantom units was calculated using the closing price of SMLP's publicly traded common units on December 31, 2016.(2) Mr. Newby's employment agreement provides that upon termination of employment resulting from a non-extension of the term by Summit Investments,termination by Summit Investments without cause, or by Mr. Newby’s resignation for good reason (each a "Qualifying Termination"), Mr. Newby's severancepayment will be equal to two and one-half times the sum of his annual base salary and his annual bonus payable in respect of the immediately precedingyear. Mr. Newby is also entitled to receive a prorated annual bonus (based on target) if his employment is terminated as a result of a Qualifying Termination. IfSummit Investments exercises the “noncompete option” after Mr. Newby elects not to extend the term, then Mr. Newby is entitled to a severance payment inan amount equal to the sum of his annual base salary and annual bonus payable in respect of the preceding year, multiplied by a fraction, the numerator ofwhich is equal to the number of days from the date of termination through the expiration of the restricted period (as elected by Summit Investments) and thedenominator of which is 365. Any unvested equity awards granted to Mr. Newby will immediately vest upon a Qualifying Termination, termination by reason ofdeath or disability, or a change in control. If any portion of the payments or benefits provided to Mr. Newby in connection with a change in control becomesubject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced to the extent such reductionwould result in a greater after-tax benefit to Mr. Newby. Following any termination of employment, Summit Investments has agreed to pay the out-of-pocketpremium cost to continue Mr. Newby’s medical and dental coverage for a period not to exceed 18 months, with such coverage terminating if any newemployer provides benefits coverage. Mr. Newby also had an aggregate balance of $1,222,172 under the DCP as of December 31, 2016, which will bedistributed upon a qualifying triggering event. For additional information, see "Summary Compensation Table for 2016, 2015 and 2014—NonqualifiedDeferred Compensation Table for 2016" above.(3) Single-trigger event without a qualifying termination of employment.(4) Mr. Harrison’s employment agreement provides that upon termination of employment resulting from a non-extension of the term by Summit Investments,by Summit Investments without cause, or by Mr. Harrison’s resignation for good reason (each a "Qualifying Termination"), Mr. Harrison’s severance paymentwill be equal to one and one-half times the sum of his annual base salary and his annual bonus payable in respect of the immediately preceding year. Mr.Harrison is also entitled to receive a prorated annual bonus (based on target) if his employment is terminated as a result of a Qualifying Termination or due todeath or disability. If Summit Investments exercises the “noncompete option” after Mr. Harrison elects not to extend the term, then Mr. Harrison is entitled to aseverance payment in an amount equal to the sum of his annual base salary and annual bonus payable in respect of the preceding year, multiplied by afraction, the numerator of which is equal to the number of days from the date of termination through the expiration of the restricted period (as elected bySummit Investments) and the denominator of which is 365. Any unvested equity awards granted to Mr. Harrison will immediately vest upon a QualifyingTermination, termination by reason of death or disability, or a change in control. If any portion of the payments or benefits provided to Mr. Harrison would besubject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced to the extent such reductionwould result in a greater after-tax payment to Mr. Harrison. Following any termination of employment, Summit Investments has agreed to pay the out-of-pocketpremium cost to continue Mr. Harrison’s medical and dental coverage for a period not to exceed 18 months, with such coverage terminating if any newemployer provides benefits coverage. Mr. Harrison also had an aggregate balance of $507,178 under the DCP as of December 31, 2016, which will bedistributed upon a qualifying triggering event. For additional information, see "Summary Compensation Table for 2016, 2015 and 2014-NonqualifiedDeferred Compensation Table for 2016" above.(5) Mr. Degeyter’s employment agreement provides that upon termination of employment resulting from a non-extension of the term by Summit Investments,by Summit Investments without cause, or by Mr. Degeyter’s resignation for good reason (each a "Qualifying Termination"), Mr. Degeyter’s severance paymentwill be equal to one and one-half times the sum of his annual base salary and his annual bonus payable in respect of the immediately preceding year. Mr.Degeyter is also entitled to receive a prorated annual bonus (based on target) if his employment is terminated as a result of a Qualifying Termination or due todeath or disability. If Summit Investments exercises the “noncompete option” after Mr. Degeyter elects not to extend the term, then Mr. Degeyter is entitled to aseverance payment in an amount equal to the sum of his annual base salary and annual bonus payable in respect of the preceding year, multiplied by afraction, the numerator of which is equal to the number of days from the date of termination through the expiration of the restricted period (as elected bySummit Investments) and the denominator of which is 365. Any unvested equity awards granted to Mr. Degeyter will immediately vest upon a QualifyingTermination, termination by reason of death or disability, or a change in control. If any portion of the payments or benefits provided to Mr. Degeyter would besubject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced to the extent such reductionwould result in a greater after-tax payment to Mr. Degeyter. Following any termination of employment, Summit Investments has agreed to pay the out-of-pocket premium cost to continue Mr. Degeyter’s medical and dental coverage for a period not to exceed 18 months, with such coverage terminating if anynew employer provides benefits coverage.(6) Mr. Graves' employment agreement provides that upon termination of employment by Summit Investments without cause or Mr. Graves' resignation forgood reason (each a "Qualifying Termination"), Mr. Graves' severance payment will be equal to the sum of his annual base salary and his annual bonuspayable in respect of the immediately preceding year. If a Qualifying Termination occurs within the change in control period beginning six months prior to andending on the 12-month anniversary of the change in control, Mr. Graves’ severance payment will increase to one and one-half times the sum of his annualbase salary and his annual bonus payable in respect of the immediately preceding year. Mr. Graves is also entitled to receive a prorated annual bonus(based on target) if his employment is terminated by Summit Investments without cause or due to death or disability. If Summit Investments exercises the“noncompete option” after either Summit Investments or Mr. Graves elects not to extend the term, then Mr. Graves is entitled to a severance payment in anamount equal to the sum of his annual base salary and annual bonus payable in respect of the preceding year, multiplied by a fraction, the numerator ofwhich is equal to the160Table of Contentsnumber of days from the date of termination through the expiration of the restricted period (as elected by Summit Investments) and the denominator of whichis 365. Any unvested equity awards granted to Mr. Graves will immediately vest upon a Qualifying Termination, termination as a result of a non-extension ofthe term by Summit Investments, termination by reason of death or disability, or a change in control. If any portion of the payments or benefits provided to Mr.Graves in connection with a change in control become subject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments andbenefits will be reduced to the extent such reduction would result in a greater after-tax benefit to Mr. Graves. Following any termination of employment,Summit Investments has agreed to pay the out-of-pocket premium cost to continue Mr. Graves’ medical and dental coverage for a period not to exceed 18months, with such coverage terminating if any new employer provides benefits coverage. Mr. Graves also had an aggregate balance of $261,594 under theDCP as of December 31, 2016, which will be distributed upon a qualifying triggering event. For additional information, see "Summary Compensation Tablefor 2016, 2015 and 2014-Nonqualified Deferred Compensation Table for 2016" above.(7) Mr. Mallett’s employment agreement provides that upon termination of employment resulting from a non-extension of the term by Summit Investments, bySummit Investments without cause, or Mr. Mallett’s resignation for good reason (each a "Qualifying Termination"), Mr. Mallett’s severance payment will beequal to one and one half times the sum of his annual base salary and his annual bonus payable in respect of the immediately preceding year. Mr. Mallett isalso entitled to receive a prorated annual bonus (based on target) if his employment is terminated as a result of a Qualifying Termination or due to death ordisability. If Company exercises the “noncompete option” after Mr. Mallett elects not to extend the term, then Mr. Mallett is entitled to a severance payment inan amount equal to the sum of his annual base salary and annual bonus payable in respect of the preceding year, multiplied by a fraction, the numerator ofwhich is equal to the number of days from the date of termination through the expiration of the restricted period (as elected by the Company) and thedenominator of which is 365. Any unvested equity awards granted to Mr. Mallett will immediately vest upon a Qualifying Termination, termination by reason ofdeath or disability, or a change in control. If any portion of the payments or benefits provided to Mr. Mallett would be subject to the excise tax under Section4999 of the Internal Revenue Code, then the payments and benefits will be reduced to the extent such reduction would result in a greater after-tax payment toMr. Mallett. Following any termination of employment, the Company has agreed to pay the out-of-pocket premium cost to continue Mr. Mallett’s medical anddental coverage for a period not to exceed 18 months, with such coverage terminating if any new employer provides benefits coverage.Compensation Committee ReportThe Compensation Committee provides oversight, administers and makes decisions regarding our compensation policies and plans. Additionally,the Compensation Committee generally reviews and discusses the Compensation Discussion and Analysis with senior management of ourGeneral Partner as a part of our governance practices. Based on this review and discussion, the Compensation Committee has recommended tothe Board of Directors of our General Partner that the Compensation Discussion and Analysis be included in this report for filing with the SEC.Members of the Compensation Committee of Summit Midstream GP, LLCThomas K. Lane Jeffrey R. Spinner Robert M. WohleberDirector CompensationIn March 2016, under the director compensation plan, the independent directors, which include Mr. Peters, Ms. Tomasky and Mr. Wohleber, eachreceived the following:•an annual cash retainer of $70,000, and•an annual award of common units with a grant date fair value of approximately $80,000.In addition, under the director compensation plan, the independent directors receive the following for their respective service on our Board'scommittees:•the chairman of the Audit Committee receives an additional annual retainer of $15,000;•the chairman of the Conflicts Committee receives an additional annual retainer of $10,000;•each independent member of any committee (other than the chairman) received an additional annual retainer of $5,000; and•in connection with the 2016 Drop Down, in March 2016, we paid the members, other than the chairman, of the Conflicts Committee fees of$15,000 and the chairman of the Conflicts Committee fees of $20,000 each for the increased time and effort that they expended inconnection with their service on the Conflicts Committee, which reviewed the transaction for fairness to the Partnership and itsunitholders.Board members are reconsidered for appointment on the one-year anniversary of their most recent appointment.161Table of ContentsWe reimburse all directors, except for employees of Energy Capital Partners for travel and other related expenses in connection with attendingboard and committee meetings and board-related activities. We do not compensate employees of the Partnership or Energy Capital Partners fortheir services as directors.The following table shows the compensation paid, including amounts deferred, under our director compensation plan in 2016.Name Fees earned or paidin cash ($) Other fees ($) Unit awards (1) ($) Compensationdeferred ($) Total ($)Matthew F. Delaney — — — — —Peter Labbat — — — — —Thomas K. Lane — — — — —Christopher M. Leininger (2) — — — — —Curtis A. Morgan (3) 82,765 — — — 82,765Steven J. Newby — — — — —Jerry L. Peters 70,000 35,000 80,000 170,000 15,000Jeffrey R. Spinner — — — — —Susan Tomasky 70,000 35,000 80,000 — 185,000Robert M. Wohleber 70,000 30,000 80,000 — 180,000___________(1) Amount shown represents the grant date fair value of the unit awards as determined in accordance with GAAP. These unit awards were fully vested on thedate of grant.(2) Mr. Leininger served as a director on our Board until his resignation on May 9, 2016.(3) Mr. Morgan served as a director on our Board until his resignation on August 3, 2016. Amount shown represents a lump-sum cash payment of previouslydeferred cash and unit-based compensation Mr. Morgan was entitled to receive upon his resignation from the Board. The amount is composed of $70,931 inpreviously deferred cash and $11,834 of previously deferred common units converted to cash.Compensation Committee Interlocks and Insider ParticipationOur Compensation Committee, consists of Mr. Lane, Mr. Spinner and Mr. Wohleber. Although our common units are listed on the NYSE, we havetaken advantage of the “Limited Partnership” exemption to the NYSE rule requiring listed companies to have an independent compensationcommittee with a written charter. During 2016, no member of the Compensation Committee was an executive officer of another entity on whosecompensation committee or board of directors any executive officer of Summit Investments (and in connection therewith, SMLP) served. During2016, no director was an executive officer of another entity on whose compensation committee any executive officer of Summit Investments (andin connection therewith, SMLP) served.Mr. Newby, who serves as the President and Chief Executive Officer of our General Partner, participates in his capacity as a director in thedeliberations of the Board of Directors concerning named executive officer compensation, and makes recommendations to the CompensationCommittee regarding named executive officer compensation but abstains from any decisions regarding his compensation. Also, Mr. Lane and Mr.Spinner were selected to serve on the Compensation Committee due to their affiliations with Energy Capital Partners, which controls our GeneralPartner.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.The following table sets forth certain information regarding the beneficial ownership of our common units of:•each person who is known to us to beneficially own 5% or more of such units to be outstanding (based solely on Schedules 13D and 13Gfiled with the SEC subsequent to December 31, 2016 and prior to February 16, 2017);•our General Partner;•each of the directors and NEOs of our General Partner; and•all of the directors and executive officers of our General Partner as a group.All information with respect to beneficial ownership has been furnished by the respective directors, officers or 5% or more unitholders as the casemay be. The amounts and percentage of units beneficially owned are reported on the162Table of Contentsbasis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemedto 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 suchsecurity, or investment power, which includes the power to dispose of or to direct the disposition of such security.In computing the number of common units beneficially owned by a person and the percentage ownership of that person, common units that aperson has the right to acquire upon the vesting of phantom units where the units are issuable within 60 days of February 16, 2017, if any, aredeemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. The percentage of unitsbeneficially owned is based on a total of 72,111,121 common limited partner units outstanding as of February 16, 2017.Except as indicated by footnote, the persons named in the following table have sole voting and investment power with respect to all units shownas beneficially owned by them, subject to community property laws where applicable.Name Of Beneficial Owner Common UnitsBeneficiallyOwned Percentage ofCommon UnitsBeneficially OwnedSummit Midstream Partners, LLC (1) (2) (3) 25,854,581 35.9%SMP Holdings (2) (3) (4) 25,854,581 35.9%Energy Capital Partners II, LLC (1) (3) (5) (6) 31,770,408 44.1%SMLP Holdings, LLC (5) (6) 5,915,827 8.2%OppenheimerFunds, Inc. (8) 7,870,134 10.9%OppenheimerFunds SteelPath, MLP Income Fund (14) 5,618,169 7.8%HMI Capital, LLC (7) 4,479,516 6.2%HMI Capital Partners, L.P. (7) 3,814,421 5.3%Steven J. Newby (2) (10) (11) 63,172 *Matthew S. Harrison (2) (10) (11) 41,901 *Brock M. Degeyter (2) (10) 46,496 *Brad N. Graves (2) (10) (11) 50,156 *Leonard W. Mallett (2) (10) 36,448 *Matthew F. Delaney (9) — *Peter Labbat (9) 20,000 *Thomas K. Lane (9) (12) 40,000 *Jerry L. Peters (2) (11) 7,433 *Scott A. Rogan (13) — *Jeffrey R. Spinner (13) — *Susan Tomasky (2) 12,908 *Robert M. Wohleber (2) 10,331 *All directors and executive officers as a group (consisting of 14 persons) 339,341 *________* An asterisk indicates that the person or entity owns less than one percent.(1) Summit Investments owns 100% of SMP Holdings, the entity that owns 100% of our General Partner. Energy Capital Partners II, LLC ("ECP II") and itsparallel and co-investment funds (the "ECP Funds" and together with ECP II, "ECP") hold in the aggregate, 100% of the Class A membership interests inSummit Investments, the sole owner of SMP Holdings. ECP II is the General Partner of the General Partner of each of the ECP Funds that holds membershipinterests in Summit Investments and has voting and investment control over the securities held thereby. Accordingly, ECP may be deemed to indirectlybeneficially own all of the common units held by Summit Investments and SMP Holdings as of February 16, 2017.(2) The address for this person or entity is 1790 Hughes Landing Blvd., Suite 500, The Woodlands, Texas 77380.(3) Because of its ownership interest in Summit Investments, ECP is entitled to elect five directors of Summit Investments. In addition, Mr. Delaney (who is avice president of Energy Capital Partners), Mr. Labbat (who is a partner of Energy Capital Partners), Mr. Lane (who is a partner of Energy Capital Partners),Mr. Rogan (who is a principal of Energy Capital Partners) and Mr. Spinner (who is a principal of Energy Capital Partners) are each directors of our GeneralPartner. Neither Mr. Delaney, Mr. Labbat, Mr. Lane, Mr. Rogan nor Mr. Spinner are deemed to beneficially own, and they disclaim beneficial ownership of,any common units held by our General Partner, Summit Investments or SMP Holdings.163Table of Contents(4) SMP Holdings owns 100% of our General Partner and 35.9% of our outstanding common units. Given its ownership interest in Summit Investments, ECPmay be deemed to indirectly beneficially own all of the common units held by SMP Holdings as of February 16, 2017. In January 2017, SMP Holdings sold4,000,000 common units in a public underwritten secondary offering.(5) The address for this person or entity is 11943 El Camino Real, Suite 220, San Diego, California 92130.(6) Energy Capital Partners II, LP and certain of its parallel funds (collectively, the "SMLP Holdings Owners") collectively hold all of the membership interestsin SMLP Holdings, LLC ("SMLP Holdings"). ECP II indirectly controls the SMLP Holdings Owners. Accordingly, ECP II and the SMLP Holdings Owners maybe deemed to indirectly beneficially own all of the common units held by SMLP Holdings.(7) The address for this person or entity is One Maritime Plaza, Suite 2020, San Francisco, California 94111.(8) The address for this person or entity is Two World Financial Center, 225 Liberty Street, New York, New York 10281.(9) The address for this person or entity is 51 John F. Kennedy Parkway, Suite 200, Short Hills, New Jersey 07078.(10) Includes common units which the individuals have the right to acquire upon vesting of phantom units, where the units are issuable as of February 16,2017 or within 60 days thereafter. Such units are deemed to be outstanding in calculating the percentage ownership of such individual (and all directors andofficers as a group), but are not deemed to be outstanding as to any other person.(11) Excludes vested units for which receipt has been deferred into our Deferred Compensation Plan.(12) Includes 20,000 common units held by Lane Ventures LLC ("Lane Ventures"). Two of Mr. Lane's estate planning trusts collectively own a majority of themembership interests in Lane Ventures and as a result, Mr. Lane may be deemed to indirectly beneficially own the common units held by Lane Ventures.(13) The address for this person or entity is 1000 Louisiana, Suite 5200, Houston, Texas 77002.(14) The address for this person or entity is 6803 Tucson Way, Centennial, CO 80112.Securities Authorized for Issuance Under Equity Compensation PlansThe following table provides information as of December 31, 2016 with respect to the Partnership's common units that may be issued under the2012 Long-Term Incentive Plan.Plan category Number of securities to beissued upon exercise ofoutstanding options,warrants and rights(a) (1) Weighted-average exerciseprice of outstanding options,warrants and rights(b) Number of securitiesremaining available for futureissuance under equitycompensation plans(excluding securitiesreflected in column (a))(c)Equity compensation plans approved by security holders 691,955 n/a 3,884,728Equity compensation plans not approved by securityholders n/a n/a n/aTotal 691,955 n/a 3,884,728__________(1) Amount shown represents phantom unit awards outstanding under the SMLP LTIP at December 31, 2016. The awards are expected to be settled incommon units upon the applicable vesting date and are not subject to an exercise price.2012 SMLP Long-Term Incentive Plan. In connection with the IPO, our General Partner approved the SMLP LTIP, pursuant to which eligibleofficers, employees, consultants and directors of our General Partner and its affiliates are eligible to receive awards with respect to our equityinterests. The SMLP LTIP is designed to promote our interests, as well as the interests of our unitholders, by rewarding eligible officers,employees, consultants and directors for delivering desired performance results, as well as by strengthening our ability to attract, retain andmotivate qualified individuals to serve as directors, consultants and employees. A total of 5,000,000 common units was reserved for issuance,pursuant to and in accordance with the SMLP LTIP.The SMLP LTIP is administered by our General Partner's Board of Directors. The SMLP LTIP provides for the grant, from time to time at thediscretion of the Board of Directors, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalentrights, profits interest units and other unit-based awards. Units that are canceled or forfeited are available for delivery pursuant to other awards.Common units to be delivered with respect to awards may be newly issued units, common units acquired by us or our General Partner in the openmarket, common units already owned by our General Partner or us, common units acquired by our General Partner directly from us or any otherperson or any combination of the foregoing.The General Partner's Board of Directors, at its discretion, may terminate the SMLP LTIP at any time with respect to the common units for which agrant has not previously been made. The SMLP LTIP will automatically terminate on the 10th anniversary of the date it was initially adopted by ourGeneral Partner. The General Partner's Board of Directors also has the right to alter or amend the SMLP LTIP or any part of it from time to time orto amend any outstanding award made under the SMLP LTIP, provided that no change in any outstanding award may be made that wouldmaterially impair the rights of the participant without the consent of the affected participant.164Table of ContentsItem 13. Certain Relationships and Related Transactions, and Director Independence.Of the 72,111,121 common units outstanding at December 31, 2016, Summit Investments beneficially owned 29,854,581 common units. Inaddition, SMP Holdings owns and controls our General Partner, which owns all of our IDRs and an approximate 2% general partner interestrepresented by 1,471,187 General Partner units. In January 2017, a subsidiary of Summit Investments sold 4,000,000 common units in a publicunderwritten secondary offering.Distributions and Payments to our General Partner and its AffiliatesThe following summarizes the distributions and payments to be made by us to our General Partner and its affiliates in connection with our ongoingoperations and our liquidation. These distributions and payments were determined by and among affiliated entities and, consequently, are not theresult of arm's-length negotiations.Operational StageDistributions of available cash to our General Partner and its affiliates. Unless distributions exceed the minimum quarterly distribution, wemake cash distributions 98% to our unitholders pro rata and 2% to our General Partner, assuming it makes any capital contributions necessary tomaintain its 2% interest in us. In addition, if distributions exceed the minimum quarterly distribution and other higher target distribution levels, ourGeneral Partner, by virtue of its IDRs, is entitled to increasing percentages of the distributions. For additional information, see Note 11 to theconsolidated financial statements.For the year ended December 31, 2016, our General Partner received distributions of approximately $11.3 million on its approximate 2% generalpartner interest and IDRs and a subsidiary of Summit Investments received distributions of approximately $68.7 million on its limited partner units.Payments to our General Partner and its affiliates. See "Agreements with Affiliates—Reimbursement of Expenses from General Partner" below.Withdrawal or removal of our General Partner. If our 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 ofthose interests.Liquidation StageUpon our liquidation, our partners, including our General Partner, will be entitled to receive liquidating distributions according to their particularcapital account balances.Agreements with AffiliatesWe have various agreements with certain of our affiliates, as described below. These agreements have been negotiated among affiliated partiesand, consequently, are not the result of arm's-length negotiations.Reimbursement of Expenses from General Partner. Under our Partnership Agreement, we reimburse our General Partner and its affiliates forcertain expenses incurred on our behalf, including, without limitation, salary, bonus, incentive compensation and other amounts paid to our GeneralPartner's employees and executive officers who perform services necessary to run our business. Our Partnership Agreement provides that ourGeneral Partner will determine in good faith the expenses that are allocable to us. Operation and maintenance expenses incurred by the GeneralPartner and reimbursed by us under our Partnership Agreement were $26.5 million in 2016. General and administrative expenses incurred by theGeneral Partner and reimbursed by us under our Partnership Agreement were $31.9 million in 2016. As of December 31, 2016, we had a payable of$0.3 million to the General Partner for expenses that were paid on our behalf.Expense Allocations. During the period from January 1, 2016 to March 3, 2016, Summit Investments incurred interest expense which was relatedto capital projects for the 2016 Drop Down Assets. As such, the associated interest expense was allocated to the 2016 Drop Down Assets as anoncash contribution and capitalized into the basis of the asset.Certain of Summit Investments’ current and former employees received Class B membership interests, classified as net profits interests, inSummit Investments (the “Net Profits Interests”). The Net Profits Interests participate in distributions upon time vesting and the achievement ofcertain distribution targets to Class A members or higher priority vested Net Profits Interests. The Net Profits Interests were accounted for ascompensatory awards.165Table of ContentsExpenses Paid by Summit Investments on Behalf of the 2016 Drop Down Assets. Prior to the 2016 Drop Down, Summit Investments incurredcertain support expenses and capital expenditures on behalf of the 2016 Drop Down Assets during the year ended December 31, 2016. Thesetransactions were settled periodically through membership interests prior to the 2016 Drop Down.Review, Approval and Ratification of Related-Person TransactionsThe Board of Directors of our General Partner has a policy for the identification, review and approval of certain related person transactions. Thepolicy provides for the review and (as appropriate) approval by the Conflicts Committee of transactions between SMLP and its subsidiaries, on theone hand, and related persons (as that term is defined in SEC rules), on the other hand. Pursuant to the policy, the General Counsel of SMLP'sGeneral Partner is charged with primary responsibility for determining whether, based on the facts and circumstances, a proposed transaction is arelated person transaction.For purposes of the policy, a "related person" is any director or executive officer of SMLP's General Partner, any nominee for director, anyunitholder known to SMLP to be the beneficial owner of more than 5% of any class of the SMLP's common units, and any immediate familymember, affiliate or controlled subsidiary of any such person. A "related person transaction" is generally a transaction in which SMLP is, orSMLP's General Partner or any of SMLP's subsidiaries is, a participant, where the amount involved exceeds $120,000, and a related person has adirect or indirect material interest. Transactions resolved under the conflicts provision of the Partnership Agreement are not required to be reviewedor approved under the policy.If, after weighing all of the facts and circumstances, the general counsel of SMLP's General Partner determines that a proposed transaction is arelated person transaction that requires review or approval and the transaction meets certain monetary thresholds or involves certain relatedpersons, management must present the proposed transaction to the Conflicts Committee for advance approval. If the transaction does not meetthe designated monetary threshold or involve certain related persons, management presents the transaction(s) to the Committee for their review ona quarterly basis.The policy described above was adopted by the Board of Directors of our General Partner on March 7, 2013, and as a result the transactionsdescribed in "Agreements with Affiliates" above were not reviewed under such policy.Director IndependenceAlthough most companies listed on the New York Stock Exchange are required to have a majority of independent directors serving on the board ofdirectors of the listed company, the New York Stock Exchange does not require a listed limited partnership like us to have, and we do not intend tohave, a majority of independent directors on the Board of Directors of our General Partner.Item 14. Principal Accounting Fees and Services.Our Audit Committee has ratified Deloitte & Touche LLP, Independent Registered Public Accounting Firm, to audit the books, records andaccounts of SMLP for the year ended December 31, 2016.Audit Fees. The fees billed by Deloitte & Touche LLP, as principal accountant, for the audit of our consolidated financial statements and otherservices rendered for the years ended December 31, 2016 and 2015 follow. Year ended December 31, 2016 2015Audit fees (1)$2,350,900 $2,132,740Audit-related fees— —Tax fees (2)688,910 801,298All other fees— —Total$3,039,810 $2,934,038__________(1) Audit fees are fees billed by Deloitte & Touche LLP for professional services for the audit and quarterly reviews of the Partnership’s consolidated financialstatements, review of other SEC filings, including registration statements, and issuance of comfort letters and consents.(2) Tax fees are billed by Deloitte Tax LLP for tax compliance services, including the preparation of state, federal and Schedule K-1 tax filings and other taxplanning and advisory services.166Table of ContentsPre-approval Policy. Pursuant to its charter, the Audit Committee is responsible for the appointment, compensation, retention and oversight ofSMLP's independent auditor (including resolution of disagreements between management and the independent auditor regarding financialreporting). The Audit Committee shall have sole authority to pre-approve all audit, audit-related and permitted non-audit engagements with theindependent auditor, including the fees and other terms of such engagements. The independent auditor shall report directly to the Audit Committee.The Audit Committee may consult with management but may not delegate these responsibilities to management.167Table of ContentsPART IVItem 15. Exhibits, Financial Statement Schedules.(a)(1) Financial StatementsIncluded in Part II, Item 8, of this report:Summit Midstream Partners, LP and Subsidiaries:Report of Independent Registered Public Accounting Firm80Consolidated Balance Sheets as of December 31, 2016 and 201581Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 201482Consolidated Statements of Partners' Capital for the years ended December 31, 2016, 2015 and 201483Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 201486Notes to Consolidated Financial Statements89(2) Financial Statement SchedulesAll schedules are omitted because the required information is inapplicable or the information is presented in the financial statements or the notesthereto.SEC Rule 3-09 of Regulation S-X ("Rule 3-09") requires that we include or incorporate by reference financial statements for OGC and OCC in thisForm 10-K if our investment was considered to be significant in the context of Rule 3-09 for the year ended December 31, 2016. We haveconcluded that both OGC and OCC are significant. As such, the following documents are incorporated herein by reference:•The audited balance sheet of OGC as of December 31, 2016 and the related statements of operations, members' equity and cash flows forthe year ended December 31, 2016 and the related notes to the financial statements, are filed as Exhibit 99.1 to this Report.•The audited balance sheets of OGC as of December 31, 2015 and 2014 and the related statements of operations, members' equity andcash flows for the years ended December 31, 2015 and 2014 and the related notes to the financial statements, are filed as Exhibit 99.3 tothis Report.•The audited balance sheet of OCC as of December 31, 2016 and the related statements of operations, members' equity and cash flows forthe year ended December 31, 2016 and the related notes to the financial statements, are filed as Exhibit 99.2 to this Report.•The audited balance sheets of OCC as of December 31, 2015 and 2014 and the related statements of operations, members' equity andcash flows for the years ended December 31, 2015 and 2014 and the related notes to the financial statements, are filed as Exhibit 99.4 tothis Report.(3) Exhibit IndexAn “Exhibit Index” has been filed as part of this Report included below and is incorporated herein by this reference.Schedules other than those listed above are omitted because they are not required, are not material, are not applicable, or the required informationis shown in the financial statements or notes thereto.In reviewing the agreements included as exhibits to this annual report, please remember they are included to provide information regarding theirterms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreementscontain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been madesolely for the benefit of the other parties to the applicable agreement and:•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties ifthose statements prove to be inaccurate;•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, whichdisclosures are not necessarily reflected in the agreement;•may apply standards of materiality in a way that is different from what may be viewed as material by others; and168Table of Contents•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and aresubject to more recent developments.Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.(b) Exhibit IndexExhibit number Description3.1 First Amended and Restated Agreement of Limited Partnership of Summit Midstream Partners, LP, dated as of October3, 2012 (Incorporated herein by reference to Exhibit 3.1 to SMLP's Current Report on Form 8-K dated October 4, 2012(Commission File No. 001-35666))3.2 Amended and Restated Limited Liability Company Agreement of Summit Midstream GP, LLC, dated as of October 3,2012 (Incorporated herein by reference to Exhibit 3.2 to SMLP's Current Report on Form 8-K dated October 4, 2012(Commission File No. 001-35666))3.3 Certificate of Limited Partnership of Summit Midstream Partners, LP (Incorporated herein by reference to Exhibit 3.1 toSMLP's Form S-1 Registration Statement dated August 21, 2012 (Commission File No. 333-183466))3.4 Certificate of Formation of Summit Midstream GP, LLC (Incorporated herein by reference to Exhibit 3.4 to SMLP's FormS-1 Registration Statement dated August 21, 2012 (Commission File No. 333-183466))4.1 Investor Rights Agreement, dated as of October 3, 2012, by and among EFS-S, LLC, Summit Midstream GP, LLC andSummit Midstream Partners, LLC (Incorporated herein by reference to Exhibit 4.1 to SMLP's Current Report on Form 8-Kdated October 4, 2012 (Commission File No. 001-35666))10.1 Unit Purchase Agreement, dated as of June 4, 2013, by and between, Summit Midstream Partners, LP and SummitMidstream Partners Holdings, LLC (Incorporated herein by reference to Exhibit 10.3 to SMLP's Current Report on Form 8-K dated June 5, 2013 (Commission File No. 001-35666))10.2 Purchase Agreement, dated as of June 12, 2013, by and among Summit Midstream Holdings, LLC, Summit MidstreamFinance Corp., Summit Midstream GP, LLC, the Guarantors named therein and the Initial Purchasers named therein(Incorporated herein by reference to Exhibit 1.1 to SMLP's Current Report on Form 8-K dated June 17, 2013(Commission File No. 001-35666))10.3 Indenture, dated as of June 17, 2013, by and among Summit Midstream Holdings, LLC, Summit Midstream FinanceCorp., the Guarantors party thereto and U.S. Bank National Association (including form of the 7½% senior notes due2021) (Incorporated herein by reference to Exhibit 4.1 to SMLP's Current Report on Form 8-K dated June 17, 2013(Commission File No. 001-35666))10.4 Registration Rights Agreement, dated as of June 17, 2013, by and among Summit Midstream Holdings, LLC, SummitMidstream Finance Corp., the Guarantors named therein and the Initial Purchasers named therein (Incorporated herein byreference to Exhibit 4.2 to SMLP's Current Report on Form 8-K dated June 17, 2013 (Commission File No. 001-35666))10.5 Joinder Agreement, dated as of June 4, 2013, by and among Summit Midstream Holdings, LLC, The Royal Bank ofScotland plc, as Administrative Agent, and the lenders party thereto (Incorporated herein by reference to Exhibit 10.2 toSMLP's Current Report on Form 8-K dated June 5, 2013 (Commission File No. 001-35666))10.6 Second Amended and Restated Credit Agreement dated as of November 1, 2013 (Incorporated herein by reference toExhibit 10.6 to SMLP's 2013 Annual Report on Form 10-K dated March 10, 2014 (Commission File No. 001-35666))10.7 Second Amendment to Second Amended and Restated Credit Agreement dated as of February 25, 2016 (Incorporatedherein by reference to Exhibit 10.2 to SMLP's Form 8-K filed March 1, 2016 (Commission File No. 001-35666))10.8 Amended and Restated Guarantee and Collateral Agreement dated as of November 1, 2013 (Incorporated herein byreference to Exhibit 10.7 to SMLP's 2013 Annual Report on Form 10-K dated March 10, 2014 (Commission File No. 001-35666))10.9 First Amendment to the Second Amended and Restated Credit Agreement and Amended and Restated Guarantee andCollateral Agreement dated as of October 15, 2015 by and between Summit Midstream Holdings, LLC, each of theguarantors parties thereto, Wells Fargo Bank, National Association and the Lenders party thereto.169Table of Contents10.10 Base Indenture, dated as of July 15, 2014, by and among Summit Midstream Holdings, LLC, Summit Midstream FinanceCorp. and U.S. Bank National Association (Incorporated herein by reference to Exhibit 4.1 to SMLP's Current Report onForm 8-K dated July 15, 2014 (Commission File No. 001-35666))10.11 First Supplemental Indenture, dated as of July 15, 2014, by and among Summit Midstream Holdings, LLC, SummitMidstream Finance Corp., the Guarantors party thereto and U.S. Bank National Association (including form of the 5½%senior notes due 2022) (Incorporated herein by reference to Exhibit 4.2 to SMLP's Current Report on Form 8-K dated July15, 2014 (Commission File No. 001-35666))10.12 Equity Distribution Agreement, dated June 12, 2015, among the Partnership, the General Partner, the OperatingCompany, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC. (Incorporatedherein by reference to Exhibit 1.1 to SMLP's Current Report on Form 8-K dated June 12, 2015 (Commission File No. 001-35666))10.13 Contribution, Conveyance and Assumption Agreement, dated as of October 3, 2012, by and among Summit MidstreamGP, LLC, Summit Midstream Partners, LP, Summit Midstream Holdings, LLC and Summit Midstream Partners, LLC(Incorporated herein by reference to Exhibit 10.1 to SMLP's Current Report on Form 8-K dated October 4, 2012(Commission File No. 001-35666))10.14 Contribution, Conveyance and Assumption Agreement, dated as of June 4, 2013, by and among Summit MidstreamPartners Holdings, LLC, Bison Midstream, LLC and Summit Midstream Partners, LP (Incorporated herein by reference toExhibit 10.1 to SMLP's Current Report on Form 8-K dated June 5, 2013 (Commission File No. 001-35666))10.15†Purchase and Sale Agreement dated as of June 4, 2013 by and between MarkWest Liberty Midstream & Resources,L.L.C. and Summit Midstream Partners, LP (Incorporated herein by reference to Exhibit 10.3 to SMLP's Amendment No.1 to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 dated October 4, 2013 (CommissionFile No. 333-183466))10.16 Purchase and Sale Agreement among Summit Midstream Partners Holdings, LLC, Red Rock Gathering Company, LLCand Summit Midstream Partners, LP dated as of March 8, 2014 (Incorporated herein by reference to Exhibit 10.1 toSMLP's Current Report on Form 8-K filed March 10, 2014 (Commission File No. 001-35666))10.17 Contribution Agreement among Summit Midstream Partners Holdings, LLC, Polar Midstream, LLC, Epping TransmissionCompany, LLC and Summit Midstream Partners, LP dated as of May 6, 2015 (Incorporated herein by reference to Exhibit10.1 to SMLP's Current Report on Form 8-K dated May 6, 2015 (Commission File No. 001-35666))10.18 Contribution Agreement between Summit Midstream Partners Holdings, LLC and Summit Midstream Partners, LP datedas of February 25, 2016 (Incorporated herein by reference to Exhibit 10.1 to SMLP's Form 8-K filed March 1, 2016(Commission File No. 001-35666))10.19†Future Development Gas Gathering Agreement, dated October 1, 2011, by and between Encana Oil & Gas (USA) Inc.,Grand River Gathering, LLC, and Summit Midstream Partners, LLC (Incorporated herein by reference to Exhibit 10.9 toSMLP's Amendment No. 1 to its Form S-1 Registration Statement dated September 14, 2012 (Commission File No. 333-183466))10.20†Mamm Creek Gas Gathering Agreement, dated October 1, 2011, by and between Encana Oil & Gas (USA) Inc., GrandRiver Gathering, LLC, and Summit Midstream Partners, LLC (Incorporated herein by reference to Exhibit 10.10 toSMLP's Amendment No. 1 to its Form S-1 Registration Statement dated September 14, 2012 (Commission File No. 333-183466))10.21*Second Amended and Restated Employment Agreement, dated July 20, 2015, and effective August 13, 2015, by andbetween Summit Midstream Partners, LLC and Steve Newby (Incorporated herein by reference to Exhibit 10.1 to SMLP'sForm 8-K dated July 24, 2015 (Commission File No. 001-35666))10.22*Third Amended and Restated Employment Agreement, dated February 23, 2017 and effective March 1, 2017, by andbetween Summit Midstream Partners, LLC and Matthew S. Harrison10.23*Second Amended and Restated Employment Agreement, dated February 1, 2016, and effective February 1, 2016, byand between Summit Midstream Partners, LLC and Brock Degeyter (Incorporated herein by reference to Exhibit 10.1 toSMLP's Form 8-K filed February 2, 2016 (Commission File No. 001-35666))10.24*Second Amended and Restated Employment Agreement, dated February 23, 2017 and effective March 1, 2017, by andbetween Summit Midstream Partners, LLC and Brad N. Graves170Table of Contents10.25*Employment Agreement, effective December 1, 2015, by and between Summit Midstream Partners, LLC and LeonardMallett (Incorporated herein by reference to Exhibit 10.1 to SMLP's Current Report on Form 8-K filed November 17, 2015(Commission File No. 001-35666))10.26*Summit Midstream Partners, LP 2012 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.2 toSMLP's Current Report on Form 8-K dated October 4, 2012 (Commission File No. 001-35666))10.27*Summit Midstream Partners, LP 2012 Long-Term Incentive Plan Phantom Unit Agreement (Incorporated herein byreference to Exhibit 10.1 to SMLP's Current Report on Form 8-K dated March 17, 2014 (Commission File No. 001-35666))10.28*Form of Director Unit Award Agreement (Incorporated herein by reference to Exhibit 10.3 to SMLP's Current Report onForm 8-K dated October 4, 2012 (Commission File No. 001-35666))10.29*Award Agreement by and between Summit Midstream GP, LLC, Summit Midstream Partners, LP and Leonard Mallett(Incorporated herein by reference to Exhibit 10.2 to SMLP's Current Report on Form 8-K filed November 17, 2015(Commission File No. 001-35666))10.30*Summit Midstream Partners, LLC Deferred Compensation Plan dated as of July 1, 2013 (Incorporated herein byreference to Exhibit 4.3 to SMLP's Form S-8 Registration Statement dated June 28, 2013 (Commission File No. 333-189684))12.1 Ratio of Earnings to Fixed Charges21.1 List of Subsidiaries23.1 Consent of Deloitte & Touche LLP - Summit Midstream Partners, LP23.2 Consent of Deloitte & Touche LLP - Ohio Gathering Company, L.L.C.23.3 Consent of Deloitte & Touche LLP - Ohio Condensate Company, L.L.C.23.4 Consent of PricewaterhouseCoopers LLP - Ohio Gathering Company, L.L.C.23.5 Consent of PricewaterhouseCoopers LLP - Ohio Condensate Company, L.L.C.31.1 Rule 13a-14(a)/15d-14(a) Certification, executed by Steven J. Newby, President, Chief Executive Officer and Director31.2 Rule 13a-14(a)/15d-14(a) Certification, executed by Matthew S. Harrison, Executive Vice President and Chief FinancialOfficer32.1 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the UnitedStates Code (18 U.S.C. 1350), executed by Steven J. Newby, President, Chief Executive Officer and Director, andMatthew S. Harrison, Executive Vice President and Chief Financial Officer99.1 Ohio Gathering Company, L.L.C. Financial Statements as of and for the year ended December 31, 201699.2 Ohio Condensate Company, L.L.C. Financial Statements as of and for the year ended December 31, 201699.3 Ohio Gathering Company, L.L.C. Financial Statements as of and for the years ended December 31, 2015 and 2014(Incorporated herein by reference to Exhibit 99.3 to SMLP's Amendment No. 1 to Current Report on Form 8-K dated May13, 2016 (Commission File No. 001-35666))99.4 Ohio Condensate Company, L.L.C. Financial Statements as of and for the years ended December 31, 2015 and 2014101.INS**XBRL Instance Document (1)101.SCH**XBRL Taxonomy Extension Schema101.CAL**XBRL Taxonomy Extension Calculation Linkbase101.DEF**XBRL Taxonomy Extension Definition Linkbase101.LAB**XBRL Taxonomy Extension Label Linkbase101.PRE**XBRL Taxonomy Extension Presentation Linkbase* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report† Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statementor prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as171Table of Contentsamended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subjectto liability under those sections. The financial information contained in the XBRL(eXtensible Business Reporting Language)-related documents isunaudited and unreviewed.(1) Includes the following materials contained in this Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL: (i)Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Partners' Capital, (iv) ConsolidatedStatements of Cash Flows, and (v) Notes to Consolidated Financial Statements.(c) Financial Statement SchedulesNot applicable.172Table of ContentsSIGNATURESPursuant 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 signedon its behalf by the undersigned thereunto duly authorized. Summit Midstream Partners, LP (Registrant) By: Summit Midstream GP, LLC (its General Partner) February 27, 2017/s/ Matthew S. Harrison Matthew S. Harrison, Executive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.Signature Title Date/s/ Steven J. Newby Director, President and Chief Executive Officer (PrincipalExecutive Officer) February 27, 2017Steven J. Newby /s/ Matthew S. Harrison Executive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer) February 27, 2017Matthew S. Harrison /s/ Matthew F. Delaney Director February 27, 2017Matthew F. Delaney /s/ Peter Labbat Director February 27, 2017Peter Labbat /s/ Thomas K. Lane Director February 27, 2017Thomas K. Lane /s/ Jerry L. Peters Director February 27, 2017Jerry L. Peters /s/ Scott A. Rogan Director February 27, 2017Scott A. Rogan /s/ Jeffrey R. Spinner Director February 27, 2017Jeffrey R. Spinner /s/ Susan Tomasky Director February 27, 2017Susan Tomasky /s/ Robert M. Wohleber Director February 27, 2017Robert M. Wohleber 173Exhibit 10.22 EXECUTION VERSIONAmended and Restated Employment Agreement This Amended and Restated Employment Agreement (the “Agreement”), effective as of March 1, 2017 (the “Effective Date”), is made by andbetween Matthew S. Harrison (the “Executive”) and Summit Midstream Partners, LLC, a Delaware limited liability company (together with any of itssubsidiaries and affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”). RECITALS A. The Company and the Executive are parties to an employment agreement, dated September 13, 2013, which was subsequently amendedand restated on September 14, 2015 (together, the “Original Employment Agreement”). B. The Company and the Executive desire to amend and restate the Original Employment Agreement in the form hereof. C. The Company desires to assure itself of the continued services of the Executive by engaging the Executive to perform services under theterms hereof. D. The Executive desires to continue to provide services to the Company on the terms herein provided. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree asfollows: 1. Certain Definitions (a) “AAA” shall have the meaning set forth in Section 19. (b) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under commoncontrol with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, asamended from time to time. (c) “Agreement” shall have the meaning set forth in the preamble hereto. (d) “Annual Base Salary” shall have the meaning set forth in Section 3(a). (e) “Annual Bonus” shall have the meaning set forth in Section 3(b). (f) “Board” shall mean the Board of Managers of the Company or any successor governing body. (g) The Company shall have “Cause” to terminate the Executive’s employment hereunder upon: (i) the Executive’s willful failure tosubstantially perform the duties set forth herein (other than any such failure resulting from the Executive’s Disability); (ii) the Executive’swillful failure to carry out, or comply with, in any material respect any lawful directive of the Board; (iii) the Executive’s commission at anytime of any act or omission that results in, or may reasonably be expected to result in, a conviction, plea of no contest, plea of nolocontendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (iv) the Executive’s unlawful use(including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s dutiesand responsibilities hereunder; (v) the Executive’s commission at any time of any act of fraud, embezzlement, misappropriation, materialmisconduct, conversion of assets of the Company or breach of fiduciary duty against the Company (or any predecessor thereto or successorthereof); or (vi) the Executive’s material breach of this Agreement, the SMM LLC Agreement or other agreements with the Company(including, without limitation, any breach of the restrictive covenants of any such agreement); and which, in the case of clauses (i), (ii) and(vi), continues beyond thirty (30) days after the Company has provided the Executive written notice of such failure or breach (to the extentthat, in the reasonable judgment of the Board, such failure or breach can be cured by the Executive), so long as such notice is providedwithin ninety (90) days after the Company knew or should have known of such condition. (h) “Change in Control” shall mean: (i) any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, otherthan the Company, Energy Capital Partners II, LP or any of their respective Affiliates (as determined immediately prior to such event, butexcluding Energy Capital Partners III, LP and any Affiliates controlled by Energy Capital Partners III, LP and any other Affiliates of EnergyCapital Partners II, LP formed after the Effective Date, collectively the “Excluded Affiliates”), shall become the beneficial owners, by wayof merger, acquisition, consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or more of the combined votingpower of the equity interests in the General Partner or the Partnership; (ii) the limited partners of the Partnership approve, in one or a seriesof transactions, a plan of complete liquidation of the Partnership, (iii) the sale or other disposition by the General Partner or the Partnershipof all or substantially all of its assets in one or more transactions to any Person other than the Company, the General Partner, the Partnershipor Energy Capital Partners II, LP or any of their respective Affiliates (but excluding the Excluded Affiliates); or (iv) a transaction resultingin a Person other than the Company, the General Partner or Energy Capital Partners II or any of their respective Affiliates (as determinedimmediately prior to such event, but excluding the Excluded Affiliates) being the sole general partner of the Partnership. (i) “Code” shall mean the Internal Revenue Code of 1986, as amended. 2 (j) “Company” shall, except as otherwise provided in Section 7(j), have the meaning set forth in the preamble hereto. (k) “Compensation Committee” shall mean the Compensation Committee of the Board, or if no such committee exists, the Board. (l) “Date of Termination” shall mean (i) if the Executive’s employment is terminated due to the Executive’s death, the date of the Executive’sdeath; (ii) if the Executive’s employment is terminated due to the Executive’s Disability, the date determined pursuant to Section 4(a)(ii);(iii) if the Executive’s employment is terminated pursuant to Section 4(a)(iii)-(vi) either the date indicated in the Notice of Termination orthe date specified by the Company pursuant to Section 4(b), whichever is earlier; or (iv) if the Executive’s employment is terminatedpursuant to Section 4(a)(vii)-(viii), the date immediately following the expiration of the then-current Term. (m) “Disability” shall mean the Executive’s inability to engage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less thantwelve (12) months as determined by a physician jointly selected by the Company and the Executive. (n) “Effective Date” shall have the meaning set forth in the preamble hereto. (o) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (p) “Excise Tax” shall have the meaning set forth in Section 6(b). (q) “Executive” shall have the meaning set forth in the preamble hereto. (r) “Extension Term” shall have the meaning set forth in Section 2(b). (s) “First Payment Date” shall have the meaning set forth in Section 5(b)(ii). (t) “General Partner” means Summit Midstream GP, LLC, a Delaware limited liability company. (u) The Executive shall have “Good Reason” to terminate the Executive’s employment hereunder within two (2) years after the occurrence ofone or more of the following conditions without the Executive’s written consent: (i) a material diminution in the Executive’s authority,duties, or responsibilities, as described herein; (ii) a material diminution in the Executive’s Annual Base Salary, target Annual Bonus (as apercentage of Annual Base Salary) or Annual Bonus range (as a percentage of Annual Base Salary), in each case as described herein; (iii) amaterial change in the geographic location at which the Executive must perform the Executive’s services hereunder that requires theExecutive to relocate his residence to a location more than fifty (50) miles from Atlanta, Georgia; or (iv) any other action or inaction thatconstitutes a material breach of this Agreement 3 by the Company; and which, in the case of any of the foregoing, continues beyond thirty (30) days after the Executive has provided theCompany written notice that the Executive believes in good faith that such condition giving rise to such claim of Good Reason hasoccurred, so long as such notice is provided within ninety (90) days after the initial existence of such condition. (v) “Initial Term” shall have the meaning set forth in Section 2(b). (w) “Installment Payments” shall have the meaning set forth in Section 5(b)(ii). (x) “LTIP” shall mean the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan adopted by the Partnership in connection withRegistration Statement 333-184214, filed by the Partnership with the Securities and Exchange Commission on October 1, 2012, and anyadditional long-term incentive plan adopted in the future and identified by the Company or the Partnership, in the adopting resolution orotherwise, as an “LTIP” pursuant hereto. (y) “Noncompete Option” shall mean the Company’s option, in its sole discretion, in the event of a termination of employment pursuant toSection 4(a)(vii) (Non-Extension of Term by the Company) or Section 4(a)(viii) (Non-Extension of Term by the Executive), to extend theRestricted Period through a date on or prior to the first (1st) anniversary of the Date of Termination, upon advance written notice to theExecutive not less than thirty (30) days prior to the end of the then-current Term in the case of termination pursuant to Section 4(a)(vii) (Non-Extension of Term by the Company), or not less than thirty (30) days following such Notice of Non-Extension by Executive incase of termination pursuant to Section 4(a)(viii) (Non-Extension of Term by the Executive). (z) “Notice of Termination” shall have the meaning set forth in Section 4(b). (aa) “Original Employment Agreement” shall have the meaning set forth in the recitals hereto. (bb) “Partnership” means Summit Midstream Partners, LP, a Delaware limited partnership. (cc) “Performance Targets” shall have the meaning set forth in Section 3(b). (dd) “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limitedpartnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liabilitycompany or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise,organization or other entity of any nature. (ee) “Proprietary Information” shall have the meaning set forth in Section 7(d). (ff) “Prorated Termination Bonus” shall have the meaning set forth in Section 3(b). 4 (gg) “Release” shall have the meaning set forth in Section 5(b)(ii). (hh) “Restricted Period” shall mean the period from the Effective Date through (i) with respect to any termination of employment (other than atermination of employment pursuant to Section 4(a)(vii) (Non-Extension of Term by the Company) or Section 4(a)(viii) (Non-Extension ofTerm by the Executive)), the first (1st) anniversary of the Date of Termination, and (ii) with respect to a termination of employment pursuantto Section 4(a)(vii) (Non-Extension of Term by the Company) or Section 4(a)(viii) (Non-Extension of Term by the Executive), the Date ofTermination or, in the event that the Company exercises its Noncompete Option, the date elected by the Company thereunder. (ii) “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issuedthereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. (jj) “Severance Payment” shall have the meaning set forth in Section 5(b)(i). (kk) “Severance Period” shall mean: (A) if the Executive’s employment shall be terminated by the Company without Cause pursuant toSection 4(a)(iv) or by the Executive’s resignation for Good Reason pursuant to Section 4(a)(v), the period beginning on the Date ofTermination and ending on the first (1) anniversary of the Date of Termination, and (B) if the Executive’s employment shall be terminateddue to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii) or by the Executive pursuantto Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with such termination, the period beginningon the Date of Termination and ending on the expiration date of the Restricted Period (as elected by the Company pursuant to itsNoncompete Option). (ll) “SMM LLC Agreement” shall mean that certain Limited Liability Company Agreement of Summit Midstream Management, LLC, aDelaware limited liability company, as it may be amended, modified or supplemented from time to time. (mm) “Term” shall have the meaning set forth in Section 2(b). (nn) “Total Payments” shall have the meaning set forth in Section 6(b). 2. Employment (a) In General. The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth inSection 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Term of Employment. The initial term of employment under this Agreement (the “Initial Term”) shall be for the period beginning on theEffective Date and ending on March 1, 2019, unless earlier terminated as provided in Section 4. The Initial Term shall automatically be5st extended for successive one (1) year periods (each, an “Extension Term” and, collectively with the Initial Term, the “Term”), unless either party hereto givesnotice of non-extension to the other no later than thirty (30) days prior to the expiration of the then-applicable Term. (c) Position and Duties. During the Term, the Executive: (i) shall serve as Executive Vice President - Chief Financial Officer of the Company,with responsibilities, duties and authority customary for such position, subject to direction by the Board; (ii) shall report directly to the Chief ExecutiveOfficer of the Company; (iii) shall devote substantially all the Executive’s working time and efforts to the business and affairs of the Company and itssubsidiaries, provided that the Executive may (1) serve on corporate, civic, charitable, industry or professional association boards or committees, subject tothe Board’s prior written consent in the case of any such board or committee that relates directly or indirectly to the business of the Company or itssubsidiaries (which consent shall not unreasonably be withheld), (2) deliver lectures, fulfill speaking engagements or teach at educational institutions and(3) manage his personal investments, so long as none of such activities meaningfully interferes with the performance of the Executive’s duties andresponsibilities hereunder, or involves a conflict of interest with the Executive’s duties or responsibilities hereunder or a breach of the covenants contained inSection 7; and (iv) agrees to observe and comply with the Company’s rules and policies as adopted by the Company from time to time, which have beenmade available to the Executive. 3. Compensation and Related Matters (a) Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate of $415,000.00 per annum, which shall be paid inaccordance with the customary payroll practices of the Company, subject to review and upward, but not downward, adjustment by the Board in its solediscretion (the “Annual Base Salary”). (b) Annual Bonus. With respect to each calendar year that ends during the Term, commencing with calendar year 2017, the Executive shall beeligible to receive an annual cash bonus (the “Annual Bonus”) ranging from zero to two hundred percent (200%) of the Annual Base Salary, with a targetAnnual Bonus equal to one hundred percent (100%) of the Annual Base Salary, based upon annual performance targets (the “Performance Targets”)established by the Board in its sole discretion. The amount of the Annual Bonus shall be based upon attainment of the Performance Targets, as determined bythe Board (or any authorized committee of the Board) in its sole discretion. Each such Annual Bonus shall be payable on such date as is determined by theBoard, but in any event on or prior to March 15 of the calendar year immediately following the calendar year with respect to which such Annual Bonusrelates. Notwithstanding the foregoing, no bonus shall be payable with respect to any calendar year unless the Executive remains continuously employedwith the Company during the period beginning on the Effective Date and ending on December 31 of such year; provided that if the Executive’s employmentis terminated pursuant to Section 4(a)(i), (ii), (iv), (v) or (vii), the Company shall pay to the Executive a prorated Annual Bonus with respect to the calendaryear in which the Date of Termination occurs equal to the target Annual Bonus for such calendar year multiplied by a fraction, the numerator of which is thenumber of calendar days during such calendar year that the Executive was continuously employed by the Company and the denominator of which is 365 (the“Prorated Termination Bonus”); provided further that, in the case of a termination pursuant to Section 4(a)(iv), no portion of the Prorated Termination Bonus 6 shall be paid unless the Executive timely executes the Release and does not revoke the Release within the time periods set forth in Section 5(b)(ii). (c) Benefits. The Executive shall be eligible to participate in all benefit plans, programs and other arrangements of the Company that may beoffered by the Company to its executives as a group (including, without limitation, medical and dental insurance and a 401(k) plan). During the lesser of theperiod during which Executive or a qualifying beneficiary (as defined in Section 607 of ERISA) has in effect an election for post-termination continuationcoverage or conversion rights to medical and dental benefits under applicable law, including Section 4980 of the Code (“COBRA”), or the period ending onthe 18-month anniversary of the Date of Termination, Executive (or, if applicable, the qualifying beneficiary) shall be entitled to such coverage at an out-of-pocket premium cost that does not exceed the out-of-pocket premium cost applicable to similarly situated active employees (and their eligible dependents). (d) Vacation; Paid Time Off; Holidays. During the Term, the Executive shall be entitled to four (4) weeks of paid time off (“PTO”) each fullcalendar year. The PTO shall be used for vacation and sick days. Any vacation shall be taken at the reasonable and mutual convenience of the Company andthe Executive. Any PTO that the Executive is entitled to in any calendar year that is not used by the end of such calendar year shall be forfeited, except forup to five days of PTO each year that may be carried forward to the following year. Holidays shall be provided in accordance with Company policy, as ineffect from time to time. (e) Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expensesincurred by the Executive in the performance of the Executive’s duties to the Company in accordance with the Company’s applicable expensereimbursement policies and procedures. (f) Tax Reimbursement. During the Term, the Company shall reimburse the Executive for annual tax preparation services and ongoing taxadvice of up to $12,000 per year, beginning with such expenses incurred in 2015. 4. Termination The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreementonly under the following circumstances: (a) Circumstances (i) Death. The Executive’s employment hereunder shall terminate upon the Executive’s death. (ii) Disability. If the Executive incurs a Disability, the Company may give the Executive written notice of its intention to terminatethe Executive’s employment. In that event, the Executive’s employment with the Company shall terminate, effective on the later of thethirtieth (30) day after receipt of such notice by the Executive or the date specified in such notice; provided that within the thirty (30) 7th day period following receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s dutieshereunder. (iii) Termination for Cause. The Company may terminate the Executive’s employment for Cause. (iv) Termination without Cause. The Company may terminate the Executive’s employment without Cause. (v) Resignation for Good Reason. The Executive may resign from the Executive’s employment for Good Reason. (vi) Resignation without Good Reason. The Executive may resign from the Executive’s employment without Good Reason. (vii) Non-Extension of Term by the Company. The Company may give notice of non-extension to the Executive pursuant toSection 2(b). For the avoidance of doubt, non-extension of the Term by the Company shall not constitute termination by the Companywithout Cause. (viii) Non-Extension of Term by the Executive. The Executive may give notice of non-extension to the Company pursuant toSection 2(b). For the avoidance of doubt, non-extension of the Term by the Executive shall not constitute resignation for Good Reason. (b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 4 (otherthan a termination pursuant to Section 4(a)(i) above) shall be communicated by a written notice to the other party hereto: (i) indicating the specifictermination provision in this Agreement relied upon, (ii) except with respect to a termination pursuant to Sections 4(a)(iv), (vi), (vii) or (viii), setting forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and(iii) specifying a Date of Termination which, if submitted by the Executive (or, in the case of a termination described in Section 4(a)(ii), by the Company),shall be at least thirty (30) days following the date of such notice (a “Notice of Termination”); provided, however, that a Notice of Termination delivered bythe Company pursuant to Section 4(a)(ii) shall not be required to specify a Date of Termination, in which case the Date of Termination shall be determinedpursuant to Section 4(a)(ii); and provided, further, that in the event that the Executive delivers a Notice of Termination (other than a notice of non-extensionunder Section 4(a)(viii) above) to the Company, the Company may, in its sole discretion, accelerate the Date of Termination to any date that occurs followingthe date of Company’s receipt of such Notice of Termination (even if such date is prior to the date specified in such Notice of Termination). A Notice ofTermination submitted by the Company may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any datethereafter elected by the Company in its sole discretion. The failure by the Company or the Executive to set forth in the Notice of Termination any fact orcircumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Company or 8 the Executive hereunder or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company’s or the Executive’srights hereunder. 5. Company Obligations Upon Termination of Employment (a) In General. Upon a termination of the Executive’s employment for any reason, the Executive (or the Executive’s estate) shall be entitled toreceive: (i) any portion of the Executive’s Annual Base Salary through the Date of Termination not theretofore paid, (ii) any expenses owed to the Executiveunder Section 3(e), (iii) any accrued PTO owed to the Executive pursuant to Section 3(d), and (iv) any amount arising from the Executive’s participation in,or benefits under, any employee benefit plans, programs or arrangements under Section 3(c), which amounts shall be payable in accordance with the termsand conditions of such employee benefit plans, programs or arrangements. Any Annual Bonus earned for any calendar year completed prior to the Date ofTermination, but unpaid prior to such date, and any Prorated Termination Bonus owed pursuant to the last sentence of Section 3(b), shall be paid withinthirty (30) days after the Date of Termination (but in any event on or prior to March 15 of the calendar year immediately following such completed calendaryear with respect to which such Annual Bonus or Prorated Termination Bonus was earned). Except as otherwise set forth in Section 5(b) below, the paymentsand benefits described in this Section 5(a) shall be the only payments and benefits payable in the event of the Executive’s termination of employment for anyreason. (b) Severance Payment (i) In the event of the Executive’s termination of employment under the circumstances described below, then, in addition to thepayments and benefits described in Section 5(a) above, the Company shall, during the Severance Period, pay to the Executive an amount(the “Severance Payment”) calculated as described below: (A) If the Executive’s employment shall be terminated by the Company without Cause pursuant to Section 4(a)(iv) or by theExecutive’s resignation for Good Reason pursuant to Section 4(a)(v), or due to non-extension of the Initial Term or any ExtensionTerm by the Company pursuant to Section 4(a)(vii), then the Severance Payment shall be an amount equal to one and one-half(1.5) times the sum of (1) the Annual Base Salary for the year in which the Date of Termination occurs, and (2) the Annual Bonuspaid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs. (B) If the Executive’s employment shall be terminated due to non-extension of the Initial Term or any Extension Term by theExecutive pursuant to Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with suchtermination, then the Severance Payment shall be an amount equal to (1) the sum of (x) the Annual Base Salary for the year inwhich the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the calendar year immediatelypreceding the year in which the Date of Termination 9 occurs, multiplied by (2) a fraction, the numerator of which is equal to the number of days from the Date of Termination throughthe expiration date of the Restricted Period (as elected by the Company pursuant to its Noncompete Option), and the denominatorof which is 365. (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise beentitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to thethirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreementsubstantially in the form attached hereto as Exhibit A (the “Release”), which Release shall not have been revoked by the Executive prior tothe expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (B) as of the first dateon which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shallthereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be paid in equal installments during theSeverance Period, at the same time and in the same manner as the Annual Base Salary would have been paid had the Executive remained inactive employment during the Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date ofTermination; provided that any installment that would otherwise have been paid prior to the first normal payroll payment date occurring onor after the thirtieth (30th) day following the Date of Termination (such payroll date, the “First Payment Date”) shall instead be paid on theFirst Payment Date. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of theDepartment of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (the“Installment Payments”) shall be treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shallat all times be considered a separate and distinct payment. (c) The provisions of this Section 5 shall supersede in their entirety any severance payment provisions in any severance plan, policy, programor other arrangement maintained by the Company. 6. Change in Control (a) Equity Awards. Notwithstanding anything to the contrary in this Agreement or any other agreement, including the LTIP and any awardagreement thereunder, all equity awards granted to the Executive under the LTIP and held by the Executive as of immediately prior to a Change in Control,to the extent unvested, shall become fully vested immediately prior to the Change in Control. (b) Golden Parachute Excise Tax Protection. Notwithstanding any provision of this Agreement, if any portion of the payments or benefitsprovided to the Executive hereunder, or under any other agreement with the Executive or any plan, policy or arrangement of the Company or any of itsAffiliates (in the aggregate, “Total Payments”), would constitute an 10 “excess parachute payment” and would, but for this Section 6(b), result in the imposition on the Executive of an excise tax under Section 4999 of the Code(the “Excise Tax”), then the Total Payments to be made to the Executive shall either be (i) delivered in full, or (ii) reduced by such amount such that noportion of the Total Payments would be subject to the Excise Tax, whichever of the foregoing results in the receipt by the Executive of the greatest benefit onan after-tax basis (taking into account the applicable federal, state and local income taxes and the Excise Tax). The determination of whether a reduction inTotal Payments is necessary and the amount of any such reduction shall be made by the Company in its reasonable discretion and in reliance on its taxadvisors. If the Company so determines that a reduction in Total Payments is required, such reduction shall apply first pro rata to (A) cash payments subjectto Section 409A of the Code as “deferred compensation” and (B) cash payments not subject to Section 409A of the Code (in each case with the cashpayments otherwise scheduled to be paid latest in time reduced first), and then pro rata to (C) equity-based compensation subject to Section 409A of theCode as “deferred compensation” and (D) equity-based compensation not subject to Section 409A of the Code. 7. Restrictive Covenants (a) The Executive shall not, at any time during the Restricted Period, directly or indirectly engage in, have any equity interest in, or manage oroperate any person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder,consultant or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to midstream assets(including, without limitation, the gathering, processing and transportation of natural gas and crude oil) in North America, which competes with the businessof the Company or any entity owned by the Company, or (ii) which the Company or any of its Affiliates has taken active steps to engage in or acquire, butonly if the Executive directly or indirectly engages in, has any equity interest in, or manages or operates, such business or activity (whether as director,officer, employee, agent, representative, partner, security holder, consultant or otherwise). Notwithstanding the foregoing, the Executive shall be permitted toacquire a passive stock or equity interest in such a business; provided that such stock or other equity interest acquired is not more than five percent (5%) ofthe outstanding interest in such business. (b) The Executive shall not, at any time during the Term or during the twelve (12)-month period immediately following the Date ofTermination, directly or indirectly, either for himself or on behalf of any other entity, (i) recruit or otherwise solicit or induce any employee, customer,subscriber or supplier of the Company to terminate its employment or arrangement with the Company, or otherwise change its relationship with theCompany, or (ii) hire, or cause to be hired, any person who was employed by the Company and served in a capacity of “vice president” (or any person servingin a capacity senior to vice president) at any time during the twelve (12)-month period immediately prior to the Date of Termination, to terminate his or heremployment with the Company. (c) The provisions contained in Sections 7(a) and (b) may be altered and/or waived to be made less restrictive on the Executive with the priorwritten consent of the Board or the Compensation Committee. 11 (d) Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive’s dutieshereunder or in accordance with Section 7(f), the Executive shall, during the Term and after the Date of Termination, maintain in confidence and shall notdirectly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any person, firm, corporation or other entity,any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to theCompany’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers,marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“ProprietaryInformation”), or deliver to any person, firm, corporation or other entity, any document, record, notebook, computer program or similar repository of orcontaining any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’sbenefit or the benefit of any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination will continue so long as suchProprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’sdirect or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties herebystipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of thebusinesses of the Company (and any successor or assignee of the Company). (e) Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Companyall correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerningthe Company’s customers, business plans, marketing strategies, products or processes. (f) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company (if lawfully permitted to doso) the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel thedocuments and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. Upon notification fromExecutive of such subpoena or other legal process, but only to the extent that such notification is provided during the Restricted Period, the Company shall,at its reasonable expense, retain mutually acceptable legal counsel to represent Executive in connection with Executive’s response to any such subpoena orother legal process. The Executive may also disclose Proprietary Information if: (i) in the reasonable written opinion of counsel for the Executive furnishedto the Company, such information is required to be disclosed for the Executive not to be in violation of any applicable law or regulation or (ii) the Executiveis required to disclose such information in connection with the enforcement of any rights under this Agreement or any other agreements between theExecutive and the Company. (g) The Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives,equity holders or Affiliates, either orally or in writing, at any time; provided that the Executive may confer in confidence with the Executive’s legalrepresentatives, make truthful statements to any government agency in 12 sworn testimony, or make truthful statements as otherwise required by law. The Company agrees that, upon the termination of the Executive’s employmenthereunder, it shall advise its directors and executive officers not to disparage the Executive, either orally or in writing, at any time; provided that they mayconfer in confidence with the Company’s and their legal representatives and make truthful statements as required by law. (h) Prior to accepting other employment or any other service relationship during the Restricted Period, the Executive shall provide a copy ofthis Section 7 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or person withwhich the Executive discusses potential employment or any other service relationship. (i) In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of itsextending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpretedto extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, orto the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (j) As used in this Section 7, the term “Company” shall include the Company, its parent, related entities, and any of its direct or indirectsubsidiaries. 8. Injunctive Relief The Executive recognizes and acknowledges that a breach of the covenants contained in Section 7 will cause irreparable damage to the Companyand its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Section 7, in addition to any other remedy which may beavailable at law or in equity, the Company will be entitled to specific performance and injunctive relief. 9. Section 409A (a) General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with,and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that theCompany determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A, the Company reserves the rightto (without any obligation to do so or to indemnify the Executive for failure to do so) (i) adopt such amendments to this Agreement or adopt such otherpolicies and procedures (including amendments, policies and procedures with retroactive effect) that it determines to be necessary or appropriate to preservethe intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorableaccounting or tax consequences for the Company and/or (ii) take such other actions it determines to be necessary or appropriate to exempt the amountspayable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding 13 anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with therequirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents. (b) Separation from Service under Section 409A; Section 409A Compliance. Notwithstanding anything herein to the contrary: (i) notermination or other similar payments and benefits hereunder shall be payable unless the Executive’s termination of employment constitutes a “separationfrom service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is deemed at the time of theExecutive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencementof any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account allexclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of TreasuryRegulations issued under Section 409A) or (y) the date of the Executive’s death; provided that upon the earlier of such dates, all payments and benefitsdeferred pursuant to this Section 9(b)(ii) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall beprovided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) ofthe Code as of the time of the Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A (including,without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that anyInstallment Payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, forpurposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each suchpayment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment; (v) to the extent that anyreimbursements or corresponding in-kind benefits provided to the Executive under this Agreement are deemed to constitute “deferred compensation” underSection 409A, such reimbursements or benefits shall be provided reasonably promptly, but in no event later than December 31 of the year following the yearin which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations; and (vi) theamount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment orreimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of theCode, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any otherbenefit. 10. Assignment and Successors The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assetsof the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for 14 indebtedness of the Company and its Affiliates. The Executive may not assign the Executive’s rights or obligations under this Agreement to any individualor entity. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personneland legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. 11. Governing Law This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, withoutreference to the principles of conflicts of law of Delaware or any other jurisdiction, and where applicable, the laws of the United States. 12. Validity The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any otherprovision of this Agreement, which shall remain in full force and effect. 13. Notices Any notice, request, claim, demand, document and other communication hereunder to any party hereto shall be effective upon receipt (or refusal ofreceipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (orat any other address as any party hereto shall have specified by notice in writing to the other party hereto): (a) If to the Company: Summit Midstream Partners, LLCAttn: General Counsel5910 N. Central ExpresswaySuite 350Dallas, Texas 75206Facsimile: (214) 306-8047 with copies to: Energy Capital Partners51 John F. Kennedy Parkway, Suite 200Short Hills, New Jersey 07078Attn: Tom LaneFacsimile: (973) 671-6101 15 and: Energy Capital Partners11943 El Camino Real, Suite 220San Diego, California 92130Attn: Andrew D. SingerFacsimile: (858) 703-4401 and: Latham & Watkins LLP885 Third AvenueNew York, New York 10022-4802Attn: Jed W. BricknerFacsimile: (212) 751-4864 (b) If to the Executive, at the address set forth on the signature page hereto. 14. Counterparts This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constituteone and the same Agreement. 15. Entire Agreement This Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) is intended by the parties hereto tobe the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of anyprior or contemporaneous agreement (including, without limitation, any term sheet or offer letter). The parties hereto further intend that this Agreement shallconstitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, orother legal proceeding to vary the terms of this Agreement. This Agreement expressly supersedes the Original Employment Agreement. 16. Amendments; Waivers This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorizedofficer of the Company and approved by the Board, which expressly identifies the amended provision of this Agreement. By an instrument in writingsimilarly executed and approved by the Board, the Executive or a duly authorized officer of the Company may waive compliance by the other party or partieshereto with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shallnot operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay in exercisingany right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity. 16 17. No Inconsistent Actions The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essentialintent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation andapplication of the provisions of this Agreement. 18. Construction This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fairmeaning. Any presumption or principle that the language is to be construed against any party hereto shall not apply. The headings in this Agreement areonly for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are tothose parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the pluralincludes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or“every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” andother similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) allpronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or personsreferred to may require. 19. Arbitration Any dispute or controversy based on, arising under or relating to this Agreement shall be settled exclusively by final and binding arbitration,conducted before a single neutral arbitrator in Dallas, Texas in accordance with the Employment Arbitration Rules and Mediation Procedures of theAmerican Arbitration Association (the “AAA”) then in effect. Arbitration may be compelled, and judgment may be entered on the arbitration award in anycourt having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competentjurisdiction to prevent any continuation of any violation of the provisions of Section 7, and the Executive hereby consents that such restraining order orinjunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law and(b) on the AAA roster of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shallprepare written findings of fact and conclusions of law. The arbitrator shall be entitled to award any relief available in a court of law. Each party shall bear itsown costs and attorneys’ fees in connection with an arbitration; provided that the Company shall bear the cost of the arbitrator and the AAA’s administrativefees. 17 20. Enforcement If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of thisAgreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision hadnever comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected bythe illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceableprovision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision asmay be possible and be legal, valid and enforceable. 21. Withholding The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or othertaxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to theamount or requirement of withholding shall arise. 22. Absence of Conflicts; Executive Acknowledgement The Executive hereby represents that from and after the Effective Date the performance of the Executive’s duties hereunder will not breach any otheragreement to which the Executive is a party. The Executive acknowledges that the Executive has read and understands this Agreement, is fully aware of itslegal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and hasentered into this Agreement freely based on the Executive’s own judgment. 23. Survival The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued prior to suchexpiration or termination. [Signature pages follow] 18 EXECUTION VERSION IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMPANY By:Name: Steven J. NewbyTitle: President and Chief Executive Officer EXECUTIVE By:Matthew S. Harrison Residence Address: 45 Old Stratton ChaseAtlanta, Georgia 30328 Signature Page to theEmployment Agreement for Matthew Harrison – Final EXHIBIT A FORM OF RELEASE Matthew Harrison (the “Executive”) agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs,beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, andcovenant not to sue Summit Midstream Partners, LLC, a Delaware limited liability company (the “Company”), and any of its past, present, or future parent,affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents,and attorneys, and agents and representatives of such entities, and employee benefit plans in which the Executive is or has been a participant by virtue of hisemployment with the Company (collectively, the “Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action,equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility andliability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted,suspected or unsuspected, which the Executive has or may have had against such Releasees based on any events or circumstances arising or occurring on orprior to the date this release (the “Release”) is executed, arising directly or indirectly out of, relating to, or in any other way involving in any mannerwhatsoever, (a) the Executive’s employment with the Company or its subsidiaries or the termination thereof or (b) the Executive’s status at any time as aholder of any securities of the Company, and any and all claims arising under federal, state, or local laws relating to employment, or securities, includingwithout limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of anykind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination inEmployment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and MedicalLeave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, and similar state or local statutes, ordinances, andregulations; provided, however, notwithstanding anything to the contrary set forth herein, that this Release shall not extend to (i) benefit claims underemployee pension or welfare benefit plans in which the Executive is a participant by virtue of his employment with the Company or its subsidiaries, (ii) anyrights under that certain Amended and Restated Employment Agreement, dated as of March 1, 2017, by and between the Company and the Executive,(iii) any rights of indemnification the Executive may have under any written agreement between the Executive and the Company (or its affiliates), theCompany’s Certificate of Incorporation, the Partnership’s LP Agreement, the General Corporation Law of the State of Delaware, any applicable statute orcommon law, or pursuant to any applicable insurance policy, (iv) unemployment compensation, (v) contractual rights to vested equity awards, (vi) COBRAbenefits and (viii) any rights that may not be waived as a matter of law. The Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). TheExecutive understands and warrants that he has been given a period of 21 days to review and consider this Release. The Executive further warrants that heunderstands that he may use as much or all of his 21-day period as he wishes before signing, and warrants that he has done so. The Executive further warrantsthat he understands that, with respect to the release of age discrimination claims only, he has a period of A-1 seven days after executing on the second signature line below to revoke the release of age discrimination claims by notice in writing to the Company. The Executive is hereby advised to consult with an attorney prior to executing this Release. By his signature below, the Executive warrants that hehas had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release. ACKNOWLEDGEMENT (AS TO ALL CLAIMSOTHER THAN AGE DISCRIMINATION CLAIMS) The undersigned, having had full opportunity to review this Release with counsel of his choosing, signifies his agreement to the terms of thisRelease (other than as it relates to age discrimination claims) by his signature below. Matthew HarrisonDate ACKNOWLEDGEMENT (AGE DISCRIMINATION CLAIMS) The undersigned, having had full opportunity to review this Release with counsel of his choosing, signifies his agreement to the terms of thisRelease (as it relates to age discrimination claims) by his signature below. Matthew HarrisonDate A-2Exhibit 10.24 EXECUTION VERSION Amended and Restated Employment Agreement This Amended and Restated Employment Agreement (the “Agreement”), effective as of March 1, 2017 (the “Effective Date”), is made by andbetween Brad N. Graves (the “Executive”) and Summit Midstream Partners, LLC, a Delaware limited liability company (together with any of its subsidiariesand affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”). RECITALS A. The Company and the Executive are parties to an employment agreement, dated March 8, 2012, which was subsequently amended andrestated on March 1, 2015 (together, the “Original Employment Agreement”). B. The Company and the Executive desire to amend and restate the Original Employment Agreement in the form hereof. C. The Company desires to assure itself of the continued services of the Executive by engaging the Executive to perform services under theterms hereof. D. The Executive desires to continue to provide services to the Company on the terms herein provided. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree asfollows: 1. Certain Definitions (a) “AAA” shall have the meaning set forth in Section 19. (b) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under commoncontrol with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, asamended from time to time. (c) “Agreement” shall have the meaning set forth in the preamble hereto. (d) “Annual Base Salary” shall have the meaning set forth in Section 3(a). (e) “Annual Bonus” shall have the meaning set forth in Section 3(b). (f) “Board” shall mean the Board of Managers of the Company or any successor governing body. (g) The Company shall have “Cause” to terminate the Executive’s employment hereunder upon: (i) the Executive’s willful failure tosubstantially perform the duties set forth herein (other than any such failure resulting from the Executive’s Disability); (ii) the Executive’swillful failure to carry out, or comply with, in any material respect any lawful directive of the Board; (iii) the Executive’s commission at anytime of any act or omission that results in, or may reasonably be expected to result in, a conviction, plea of no contest, plea of nolocontendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (iv) the Executive’s unlawful use(including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s dutiesand responsibilities hereunder; (v) the Executive’s commission at any time of any act of fraud, embezzlement, misappropriation, materialmisconduct, conversion of assets of the Company or breach of fiduciary duty against the Company (or any predecessor thereto or successorthereof); or (vi) the Executive’s material breach of this Agreement, the SMM LLC Agreement or other agreements with the Company(including, without limitation, any breach of the restrictive covenants of any such agreement); and which, in the case of clauses (i), (ii) and(vi), continues beyond thirty (30) days after the Company has provided the Executive written notice of such failure or breach (to the extentthat, in the reasonable judgment of the Board, such failure or breach can be cured by the Executive), so long as such notice is providedwithin ninety (90) days after the Company knew or should have known of such condition. (h) “Change in Control” shall mean: (i) any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, otherthan the Company, Energy Capital Partners II, LP or any of their respective Affiliates (as determined immediately prior to such event, butexcluding Energy Capital Partners III, LP and any Affiliates controlled by Energy Capital Partners III, LP and any other Affiliates of EnergyCapital Partners II, LP formed after the Effective Date, collectively the “Excluded Affiliates”), shall become the beneficial owners, by wayof merger, acquisition, consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or more of the combined votingpower of the equity interests in the General Partner or the Partnership; (ii) the limited partners of the Partnership approve, in one or a seriesof transactions, a plan of complete liquidation of the Partnership, (iii) the sale or other disposition by the General Partner or the Partnershipof all or substantially all of its assets in one or more transactions to any Person other than the Company, the General Partner, the Partnershipor Energy Capital Partners II, LP or any of their respective Affiliates (but excluding the Excluded Affiliates); or (iv) a transaction resultingin a Person other than the Company, the General Partner or Energy Capital Partners II or any of their respective Affiliates (as determinedimmediately prior to such event, but excluding the Excluded Affiliates) being the sole general partner of the Partnership. (i) “Code” shall mean the Internal Revenue Code of 1986, as amended. Page 2 (j) “Company” shall, except as otherwise provided in Section 7(j), have the meaning set forth in the preamble hereto. (k) “Compensation Committee” shall mean the Compensation Committee of the Board, or if no such committee exists, the Board. (l) “Date of Termination” shall mean (i) if the Executive’s employment is terminated due to the Executive’s death, the date of the Executive’sdeath; (ii) if the Executive’s employment is terminated due to the Executive’s Disability, the date determined pursuant to Section 4(a)(ii);(iii) if the Executive’s employment is terminated pursuant to Section 4(a)(iii)-(vi) either the date indicated in the Notice of Termination orthe date specified by the Company pursuant to Section 4(b), whichever is earlier; or (iv) if the Executive’s employment is terminatedpursuant to Section 4(a)(vii)-(viii), the date immediately following the expiration of the then-current Term. (m) “Disability” shall mean the Executive’s inability to engage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less thantwelve (12) months as determined by a physician jointly selected by the Company and the Executive. (n) “Effective Date” shall have the meaning set forth in the preamble hereto. (o) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (p) “Excise Tax” shall have the meaning set forth in Section 6(b). (q) “Executive” shall have the meaning set forth in the preamble hereto. (r) “Extension Term” shall have the meaning set forth in Section 2(b). (s) “First Payment Date” shall have the meaning set forth in Section 5(b)(ii). (t) “General Partner” means Summit Midstream GP, LLC, a Delaware limited liability company. (u) The Executive shall have “Good Reason” to terminate the Executive’s employment hereunder within two (2) years after the occurrence ofone or more of the following conditions without the Executive’s written consent: (i) a material diminution in the Executive’s authority,duties, or responsibilities, as described herein; (ii) a material diminution in the Executive’s Annual Base Salary, target Annual Bonus (as apercentage of Annual Base Salary) or Annual Bonus range (as a percentage of Annual Base Salary), in each case as described herein; (iii) amaterial change in the geographic location at which the Executive must perform the Executive’s services hereunder that requires theExecutive to relocate his residence to a location more than fifty (50) miles from Houston, Texas; or (iv) any other action or inaction thatconstitutes a material breach of this Agreement Page 3 by the Company; and which, in the case of any of the foregoing, continues beyond thirty (30) days after the Executive has provided theCompany written notice that the Executive believes in good faith that such condition giving rise to such claim of Good Reason hasoccurred, so long as such notice is provided within ninety (90) days after the initial existence of such condition. (v) “Initial Term” shall have the meaning set forth in Section 2(b). (w) “Installment Payments” shall have the meaning set forth in Section 5(b)(ii). (x) “LTIP” shall mean the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan adopted by the Partnership in connection withRegistration Statement 333-184214, filed by the Partnership with the Securities and Exchange Commission on October 1, 2012, and anyadditional long-term incentive plan adopted in the future and identified by the Company or the Partnership, in the adopting resolution orotherwise, as an “LTIP” pursuant hereto. (y) “Noncompete Option” shall mean the Company’s option, in its sole discretion, in the event of a termination of employment pursuant toSection 4(a)(vii) (Non-Extension of Term by the Company) or Section 4(a)(viii) (Non-Extension of Term by the Executive), to extend theRestricted Period through a date on or prior to the first (1st) anniversary of the Date of Termination, upon advance written notice to theExecutive not less than thirty (30) days prior to the end of the then-current Term in the case of termination pursuant to Section 4(a)(vii) (Non-Extension of Term by the Company), or not less than thirty (30) days following such Notice of Non-Extension by Executive incase of termination pursuant to Section 4(a)(viii) (Non-Extension of Term by the Executive). (z) “Notice of Termination” shall have the meaning set forth in Section 4(b). (aa) “Original Employment Agreement” shall have the meaning set forth in the recitals hereto. (bb) “Partnership” means Summit Midstream Partners, LP, a Delaware limited partnership. (cc) “Performance Targets” shall have the meaning set forth in Section 3(b). (dd) “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limitedpartnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liabilitycompany or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise,organization or other entity of any nature. (ee) “Proprietary Information” shall have the meaning set forth in Section 7(d). (ff) “Prorated Termination Bonus” shall have the meaning set forth in Section 3(b). Page 4 (gg) “Release” shall have the meaning set forth in Section 5(b)(ii). (hh) “Restricted Period” shall mean the period from the Effective Date through (i) with respect to any termination of employment (other than atermination of employment pursuant to Section 4(a)(vii) (Non-Extension of Term by the Company) or Section 4(a)(viii) (Non-Extension ofTerm by the Executive)), the first (1st) anniversary of the Date of Termination, and (ii) with respect to a termination of employment pursuantto Section 4(a)(vii) (Non-Extension of Term by the Company) or Section 4(a)(viii) (Non-Extension of Term by the Executive), the Date ofTermination or, in the event that the Company exercises its Noncompete Option, the date elected by the Company thereunder. (ii) “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issuedthereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. (jj) “Severance Payment” shall have the meaning set forth in Section 5(b)(i). (kk) “Severance Period” shall mean: (A) if the Executive’s employment shall be terminated by the Company without Cause pursuant toSection 4(a)(iv) or by the Executive’s resignation for Good Reason pursuant to Section 4(a)(v), the period beginning on the Date ofTermination and ending on the first (1) anniversary of the Date of Termination, and (B) if the Executive’s employment shall be terminateddue to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii) or by the Executive pursuantto Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with such termination, the period beginningon the Date of Termination and ending on the expiration date of the Restricted Period (as elected by the Company pursuant to itsNoncompete Option). (ll) “SMM LLC Agreement” shall mean that certain Limited Liability Company Agreement of Summit Midstream Management, LLC, aDelaware limited liability company, as it may be amended, modified or supplemented from time to time. (mm) “SMP LLC Agreement” shall mean that certain Fourth Amended and Restated Limited Liability Operating Agreement of the Company, as itmay be amended, modified or supplemented from time to time. (nn) “Term” shall have the meaning set forth in Section 2(b). (oo) “Total Payments” shall have the meaning set forth in Section 6(b). Page 5st 2. Employment (a) In General. The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth inSection 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Term of Employment. The initial term of employment under this Agreement (the “Initial Term”) shall be for the period beginning on theEffective Date and ending on March 1, 2019, unless earlier terminated as provided in Section 4. The Initial Term shall automatically be extended forsuccessive one (1) year periods (each, an “Extension Term” and, collectively with the Initial Term, the “Term”), unless either party hereto gives notice of non-extension to the other no later than thirty (30) days prior to the expiration of the then-applicable Term. (c) Position and Duties. During the Term, the Executive: (i) shall serve as Executive Vice President — Chief Commercial Officer of theCompany, with responsibilities, duties and authority customary for such position, subject to direction by the Chief Executive Officer of the Company;(ii) shall report directly to the Chief Executive Officer of the Company; (iii) shall devote substantially all the Executive’s working time and efforts to thebusiness and affairs of the Company and its subsidiaries, provided that the Executive may (1) serve on corporate, civic, charitable, industry or professionalassociation boards or committees, subject to the Board’s prior written consent in the case of any such board or committee that relates directly or indirectly tothe business of the Company or its subsidiaries (which consent shall not unreasonably be withheld), (2) deliver lectures, fulfill speaking engagements orteach at educational institutions and (3) manage his personal investments, so long as none of such activities meaningfully interferes with the performance ofthe Executive’s duties and responsibilities hereunder, or involves a conflict of interest with the Executive’s duties or responsibilities hereunder or a breach ofthe covenants contained in Section 7; and (iv) agrees to observe and comply with the Company’s rules and policies as adopted by the Company from time totime, which have been made available to the Executive. 3. Compensation and Related Matters (a) Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate of $390,000.00 per annum, which shall be paid inaccordance with the customary payroll practices of the Company, subject to review and upward, but not downward, adjustment by the Board in its solediscretion (the “Annual Base Salary”). (b) Annual Bonus. With respect to each calendar year that ends during the Term, commencing with calendar year 2017, the Executive shall beeligible to receive an annual cash bonus (the “Annual Bonus”) ranging from zero to two hundred percent (200%) of the Annual Base Salary, with a targetAnnual Bonus equal to one hundred percent (100%) of the Annual Base Salary, based upon annual performance targets (the “Performance Targets”)established by the Board in its sole discretion. The amount of the Annual Bonus shall be based upon attainment of the Performance Targets, as determined bythe Board (or any authorized committee of the Board) in its sole discretion. Each such Annual Bonus shall be payable on such date as is determined by theBoard, but in any event on or prior to March 15 of the calendar year immediately following the calendar year with respect to which such Annual Bonusrelates. Page 6 Notwithstanding the foregoing, no bonus shall be payable with respect to any calendar year unless the Executive remains continuously employed with theCompany during the period beginning on the Effective Date and ending on December 31 of such year; provided that if the Executive’s employment isterminated pursuant to Section 4(a)(i), (ii), (iv), (v) or (vii), the Company shall pay to the Executive a prorated Annual Bonus with respect to the calendar yearin which the Date of Termination occurs equal to the target Annual Bonus for such calendar year multiplied by a fraction, the numerator of which is thenumber of calendar days during such calendar year that the Executive was continuously employed by the Company and the denominator of which is 365 (the“Prorated Termination Bonus”); provided further that, in the case of a termination pursuant to Section 4(a)(iv), no portion of the Prorated Termination Bonusshall be paid unless the Executive timely executes the Release and does not revoke the Release within the time periods set forth in Section 5(b)(ii). (c) Benefits. The Executive shall be eligible to participate in all benefit plans, programs and other arrangements of the Company that may beoffered by the Company to its executives as a group (including, without limitation, medical and dental insurance and a 401(k) plan). During the lesser of theperiod during which Executive or a qualifying beneficiary (as defined in Section 607 of ERISA) has in effect an election for post-termination continuationcoverage or conversion rights to medical and dental benefits under applicable law, including Section 4980 of the Code (“COBRA”), or the period ending onthe 18-month anniversary of the Date of Termination, Executive (or, if applicable, the qualifying beneficiary) shall be entitled to such coverage at an out-of-pocket premium cost that does not exceed the out-of-pocket premium cost applicable to similarly situated active employees (and their eligible dependents). (d) Vacation; Paid Time Off; Holidays. During the Term, the Executive shall be entitled to four (4) weeks of paid time off (“PTO”) each fullcalendar year. The PTO shall be used for vacation and sick days. Any vacation shall be taken at the reasonable and mutual convenience of the Company andthe Executive. Any PTO that the Executive is entitled to in any calendar year that is not used by the end of such calendar year shall be forfeited, except forup to five days of PTO each year that may be carried forward to the following year. Holidays shall be provided in accordance with Company policy, as ineffect from time to time. (e) Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expensesincurred by the Executive in the performance of the Executive’s duties to the Company in accordance with the Company’s applicable expensereimbursement policies and procedures. (f) Tax Reimbursement. During the Term, the Company shall reimburse the Executive for annual tax preparation services and ongoing taxadvice of up to $12,000 per year, beginning with such expenses incurred in 2016. 4. Termination The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreementonly under the following circumstances: Page 7 (a) Circumstances (i) Death. The Executive’s employment hereunder shall terminate upon the Executive’s death. (ii) Disability. If the Executive incurs a Disability, the Company may give the Executive written notice of its intention to terminatethe Executive’s employment. In that event, the Executive’s employment with the Company shall terminate, effective on the later of thethirtieth (30) day after receipt of such notice by the Executive or the date specified in such notice; provided that within the thirty (30) dayperiod following receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s duties hereunder. (iii) Termination for Cause. The Company may terminate the Executive’s employment for Cause. (iv) Termination without Cause. The Company may terminate the Executive’s employment without Cause. (v) Resignation for Good Reason. The Executive may resign from the Executive’s employment for Good Reason. (vi) Resignation without Good Reason. The Executive may resign from the Executive’s employment without Good Reason. (vii) Non-Extension of Term by the Company. The Company may give notice of non-extension to the Executive pursuant toSection 2(b). For the avoidance of doubt, non-extension of the Term by the Company shall not constitute termination by the Companywithout Cause. (viii) Non-Extension of Term by the Executive. The Executive may give notice of non-extension to the Company pursuant toSection 2(b). For the avoidance of doubt, non-extension of the Term by the Executive shall not constitute resignation for Good Reason. (b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 4 (otherthan a termination pursuant to Section 4(a)(i) above) shall be communicated by a written notice to the other party hereto: (i) indicating the specifictermination provision in this Agreement relied upon, (ii) except with respect to a termination pursuant to Sections 4(a)(iv), (vi), (vii) or (viii), setting forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and(iii) specifying a Date of Termination which, if submitted by the Executive (or, in the case of a termination described in Section 4(a)(ii), by the Company),shall be at least thirty (30) days following the date of such notice (a “Notice of Termination”); provided, however, that a Notice of Termination delivered bythe Company pursuant to Section 4(a)(ii) shall not be required to specify a Date of Termination, in which case the Date of Termination shall be determinedpursuant to Section 4(a)(ii); and provided, further, that in the event that the Executive delivers a Notice of Termination (other than a notice of non- Page 8th extension under Section 4(a)(viii) above) to the Company, the Company may, in its sole discretion, accelerate the Date of Termination to any date that occursfollowing the date of Company’s receipt of such Notice of Termination (even if such date is prior to the date specified in such Notice of Termination). ANotice of Termination submitted by the Company may provide for a Date of Termination on the date the Executive receives the Notice of Termination, orany date thereafter elected by the Company in its sole discretion. The failure by the Company or the Executive to set forth in the Notice of Termination anyfact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Company or the Executive hereunder orpreclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company’s or the Executive’s rights hereunder. 5. Company Obligations Upon Termination of Employment (a) In General. Upon a termination of the Executive’s employment for any reason, the Executive (or the Executive’s estate) shall be entitled toreceive: (i) any portion of the Executive’s Annual Base Salary through the Date of Termination not theretofore paid, (ii) any expenses owed to the Executiveunder Section 3(e), (iii) any accrued PTO owed to the Executive pursuant to Section 3(d), and (iv) any amount arising from the Executive’s participation in,or benefits under, any employee benefit plans, programs or arrangements under Section 3(c), which amounts shall be payable in accordance with the termsand conditions of such employee benefit plans, programs or arrangements. Any Annual Bonus earned for any calendar year completed prior to the Date ofTermination, but unpaid prior to such date, and any Prorated Termination Bonus owed pursuant to the last sentence of Section 3(b), shall be paid withinthirty (30) days after the Date of Termination (but in any event on or prior to March 15 of the calendar year immediately following such completed calendaryear with respect to which such Annual Bonus or Prorated Termination Bonus was earned). Except as otherwise set forth in Section 5(b) below, the paymentsand benefits described in this Section 5(a) shall be the only payments and benefits payable in the event of the Executive’s termination of employment for anyreason. (b) Severance Payment (i) In the event of the Executive’s termination of employment under the circumstances described below, then, in addition to thepayments and benefits described in Section 5(a) above, the Company shall, during the Severance Period, pay to the Executive an amount(the “Severance Payment”) calculated as described below: (A) If the Executive’s employment shall be terminated by the Company without Cause pursuant to Section 4(a)(iv) or by theExecutive’s resignation for Good Reason pursuant to Section 4(a)(v), or due to non-extension of the Initial Term or any ExtensionTerm by the Company pursuant to Section 4(a)(vii), then the Severance Payment shall be an amount equal to one and one-half(1.5) times the sum of (1) the Annual Base Salary for the year in which the Date of Termination occurs, and (2) the Annual Bonuspaid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs. Page 9 (B) If the Executive’s employment shall be terminated due to non-extension of the Initial Term or any Extension Term by theExecutive pursuant to Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with suchtermination, then the Severance Payment shall be an amount equal to (1) the sum of (x) the Annual Base Salary for the year inwhich the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the calendar year immediatelypreceding the year in which the Date of Termination occurs, multiplied by (2) a fraction, the numerator of which is equal to thenumber of days from the Date of Termination through the expiration date of the Restricted Period (as elected by the Companypursuant to its Noncompete Option), and the denominator of which is 365. (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise beentitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to thethirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreementsubstantially in the form attached hereto as Exhibit A (the “Release”), which Release shall not have been revoked by the Executive prior tothe expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (B) as of the first dateon which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shallthereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be paid in equal installments during theSeverance Period, at the same time and in the same manner as the Annual Base Salary would have been paid had the Executive remained inactive employment during the Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date ofTermination; provided that any installment that would otherwise have been paid prior to the first normal payroll payment date occurring onor after the thirtieth (30th) day following the Date of Termination (such payroll date, the “First Payment Date”) shall instead be paid on theFirst Payment Date. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of theDepartment of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (the“Installment Payments”) shall be treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shallat all times be considered a separate and distinct payment. (c) The provisions of this Section 5 shall supersede in their entirety any severance payment provisions in any severance plan, policy, programor other arrangement maintained by the Company. 6. Change in Control (a) Equity Awards. Notwithstanding anything to the contrary in this Agreement or any other agreement, including the LTIP and any awardagreement thereunder, all equity awards Page 10 granted to the Executive under the LTIP and held by the Executive as of immediately prior to a Change in Control, to the extent unvested, shall become fullyvested immediately prior to the Change in Control. (b) Golden Parachute Excise Tax Protection. Notwithstanding any provision of this Agreement, if any portion of the payments or benefitsprovided to the Executive hereunder, or under any other agreement with the Executive or any plan, policy or arrangement of the Company or any of itsAffiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 6(b), result in the impositionon the Executive of an excise tax under Section 4999 of the Code (the “Excise Tax”), then the Total Payments to be made to the Executive shall either be(i) delivered in full, or (ii) reduced by such amount such that no portion of the Total Payments would be subject to the Excise Tax, whichever of the foregoingresults in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes andthe Excise Tax). The determination of whether a reduction in Total Payments is necessary and the amount of any such reduction shall be made by theCompany in its reasonable discretion and in reliance on its tax advisors. If the Company so determines that a reduction in Total Payments is required, suchreduction shall apply first pro rata to (A) cash payments subject to Section 409A of the Code as “deferred compensation” and (B) cash payments not subjectto Section 409A of the Code (in each case with the cash payments otherwise scheduled to be paid latest in time reduced first), and then pro rata to (C) equity-based compensation subject to Section 409A of the Code as “deferred compensation” and (D) equity-based compensation not subject to Section 409A of theCode. 7. Restrictive Covenants (a) The Executive shall not, at any time during the Restricted Period, directly or indirectly engage in, have any equity interest in, or manage oroperate any person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder,consultant or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to midstream assets(including, without limitation, the gathering, processing and transportation of natural gas and crude oil) in North America, which competes with the businessof the Company or any entity owned by the Company, or (ii) which the Company or any of its Affiliates has taken active steps to engage in or acquire, butonly if the Executive directly or indirectly engages in, has any equity interest in, or manages or operates, such business or activity (whether as director,officer, employee, agent, representative, partner, security holder, consultant or otherwise). Notwithstanding the foregoing, the Executive shall be permitted toacquire a passive stock or equity interest in such a business; provided that such stock or other equity interest acquired is not more than five percent (5%) ofthe outstanding interest in such business. (b) The Executive shall not, at any time during the Term or during the twelve (12)-month period immediately following the Date ofTermination, directly or indirectly, either for himself or on behalf of any other entity, (i) recruit or otherwise solicit or induce any employee, customer,subscriber or supplier of the Company to terminate its employment or arrangement with the Company, or otherwise change its relationship with theCompany, or (ii) hire, or cause to be hired, any person who was employed by the Company and served in a capacity of “vice Page 11 president” (or any person serving in a capacity senior to vice president) at any time during the twelve (12)-month period immediately prior to the Date ofTermination. (c) The provisions contained in Sections 7(a) and (b) may be altered and/or waived to be made less restrictive on the Executive with the priorwritten consent of the Board or the Compensation Committee. (d) Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive’s dutieshereunder or in accordance with Section 7(f), the Executive shall, during the Term and after the Date of Termination, maintain in confidence and shall notdirectly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any person, firm, corporation or other entity,any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to theCompany’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers,marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“ProprietaryInformation”), or deliver to any person, firm, corporation or other entity, any document, record, notebook, computer program or similar repository of orcontaining any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’sbenefit or the benefit of any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination will continue so long as suchProprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’sdirect or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties herebystipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of thebusinesses of the Company (and any successor or assignee of the Company). (e) Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Companyall correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerningthe Company’s customers, business plans, marketing strategies, products or processes. (f) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company (if lawfully permitted to doso) the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel thedocuments and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. Upon notification fromExecutive of such subpoena or other legal process, but only to the extent that such notification is provided during the Restricted Period, the Company shall,at its reasonable expense, retain mutually acceptable legal counsel to represent Executive in connection with Executive’s response to any such subpoena orother legal process. The Executive may also disclose Proprietary Information if: (i) in the reasonable written opinion of counsel for the Executive furnishedto the Company, such information is required to be disclosed for the Executive not to be in violation of any applicable law or regulation or (ii) the Executiveis required to disclose such information in connection with the Page 12 enforcement of any rights under this Agreement or any other agreements between the Executive and the Company. (g) The Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives,equity holders or Affiliates, either orally or in writing, at any time; provided that the Executive may confer in confidence with the Executive’s legalrepresentatives, make truthful statements to any government agency in sworn testimony, or make truthful statements as otherwise required by law. TheCompany agrees that, upon the termination of the Executive’s employment hereunder, it shall advise its directors and executive officers not to disparage theExecutive, either orally or in writing, at any time; provided that they may confer in confidence with the Company’s and their legal representatives and maketruthful statements as required by law. (h) Prior to accepting other employment or any other service relationship during the Restricted Period, the Executive shall provide a copy ofthis Section 7 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or person withwhich the Executive discusses potential employment or any other service relationship. (i) In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of itsextending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpretedto extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, orto the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (j) As used in this Section 7, the term “Company” shall include the Company, its parent, related entities, and any of its direct or indirectsubsidiaries. 8. Injunctive Relief The Executive recognizes and acknowledges that a breach of the covenants contained in Section 7 will cause irreparable damage to the Companyand its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Section 7, in addition to any other remedy which may beavailable at law or in equity, the Company will be entitled to specific performance and injunctive relief. 9. Section 409A (a) General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with,and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that theCompany determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A, the Company reserves the rightto (without any obligation to do so or to indemnify the Executive for failure to do so) (i) adopt such amendments to this Agreement or adopt such otherpolicies and procedures (including amendments, policies Page 13 and procedures with retroactive effect) that it determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by thisAgreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) takesuch other actions it determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with therequirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding anything herein to the contrary, no provisionof this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive orany other individual to the Company or any of its Affiliates, employees or agents. (b) Separation from Service under Section 409A; Section 409A Compliance. Notwithstanding anything herein to the contrary: (i) notermination or other similar payments and benefits hereunder shall be payable unless the Executive’s termination of employment constitutes a “separationfrom service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is deemed at the time of theExecutive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencementof any portion of any termination or other similar payments and benefits to which the Executive may be entitled hereunder (after taking into account allexclusions applicable to such payments or benefits under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of such payments and benefits shall not be provided to the Executive prior to the earlier of (x) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of TreasuryRegulations issued under Section 409A) or (y) the date of the Executive’s death; provided that upon the earlier of such dates, all payments and benefitsdeferred pursuant to this Section 9(b)(ii) shall be paid in a lump sum to the Executive, and any remaining payments and benefits due hereunder shall beprovided as otherwise specified herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) ofthe Code as of the time of the Executive’s separation from service shall be made by the Company in accordance with the terms of Section 409A (including,without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) to the extent that anyInstallment Payments under this Agreement are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A, forpurposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), each suchpayment that the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment; (v) to the extent that anyreimbursements or corresponding in-kind benefits provided to the Executive under this Agreement are deemed to constitute “deferred compensation” underSection 409A, such reimbursements or benefits shall be provided reasonably promptly, but in no event later than December 31 of the year following the yearin which the expense was incurred, and in any event in accordance with Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations; and (vi) theamount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment orreimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of theCode, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any otherbenefit. Page 14 10. Assignment and Successors The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assetsof the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Companyand its Affiliates. The Executive may not assign the Executive’s rights or obligations under this Agreement to any individual or entity. This Agreement shallbe binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives,executors, administrators, heirs, distributees, devisees, and legatees, as applicable. 11. Governing Law This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, withoutreference to the principles of conflicts of law of Delaware or any other jurisdiction, and where applicable, the laws of the United States. 12. Validity The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any otherprovision of this Agreement, which shall remain in full force and effect. 13. Notices Any notice, request, claim, demand, document and other communication hereunder to any party hereto shall be effective upon receipt (or refusal ofreceipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (orat any other address as any party hereto shall have specified by notice in writing to the other party hereto): (a) If to the Company: Summit Midstream Partners, LLC5910 North Central ExpresswaySuite 350Dallas, Texas 75206Attn: Brock M. DegeyterFacsimile: (214) 462-7716 with copies to: Energy Capital Partners51 John F. Kennedy Parkway, Suite 200Short Hills, New Jersey 07078Attn: Tom LaneFacsimile: (973) 671-6101 Page 15 and: Energy Capital Partners11943 El Camino Real, Suite 220San Diego, California 92130Attn: Andrew D. SingerFacsimile: (858) 703-4401 and: Latham & Watkins LLP885 Third AvenueNew York, New York 10022-4802Attn: Jed W. BricknerFacsimile: (212) 751-4864 (b) If to the Executive, at the address set forth on the signature page hereto. 14. Counterparts This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constituteone and the same Agreement. 15. Entire Agreement This Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) is intended by the parties hereto tobe the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of anyprior or contemporaneous agreement (including, without limitation, any term sheet or offer letter). The parties hereto further intend that this Agreement shallconstitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, orother legal proceeding to vary the terms of this Agreement. This Agreement expressly supersedes the Original Employment Agreement. 16. Amendments; Waivers This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorizedofficer of the Company and approved by the Board, which expressly identifies the amended provision of this Agreement. By an instrument in writingsimilarly executed and approved by the Board, the Executive or a duly authorized officer of the Company may waive compliance by the other party or partieshereto with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shallnot operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay in exercisingany right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity. Page 16 17. No Inconsistent Actions The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essentialintent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation andapplication of the provisions of this Agreement. 18. Construction This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fairmeaning. Any presumption or principle that the language is to be construed against any party hereto shall not apply. The headings in this Agreement areonly for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are tothose parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the pluralincludes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or“every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” andother similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) allpronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or personsreferred to may require. 19. Arbitration Any dispute or controversy based on, arising under or relating to this Agreement shall be settled exclusively by final and binding arbitration,conducted before a single neutral arbitrator in Dallas, Texas in accordance with the Employment Arbitration Rules and Mediation Procedures of theAmerican Arbitration Association (the “AAA”) then in effect. Arbitration may be compelled, and judgment may be entered on the arbitration award in anycourt having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competentjurisdiction to prevent any continuation of any violation of the provisions of Section 7, and the Executive hereby consents that such restraining order orinjunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law and(b) on the AAA roster of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shallprepare written findings of fact and conclusions of law. The arbitrator shall be entitled to award any relief available in a court of law. Each party shall bear itsown costs and attorneys’ fees in connection with an arbitration; provided that the Company shall bear the cost of the arbitrator and the AAA’s administrativefees. Page 17 20. Enforcement If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of thisAgreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision hadnever comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected bythe illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceableprovision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision asmay be possible and be legal, valid and enforceable. 21. Withholding The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or othertaxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to theamount or requirement of withholding shall arise. 22. Absence of Conflicts; Executive Acknowledgement The Executive hereby represents that from and after the Effective Date the performance of the Executive’s duties hereunder will not breach any otheragreement to which the Executive is a party. The Executive acknowledges that the Executive has read and understands this Agreement, is fully aware of itslegal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and hasentered into this Agreement freely based on the Executive’s own judgment. 23. Survival The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued prior to suchexpiration or termination. [Signature pages follow] Page 18 EXECUTION VERSION IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMPANY By:Name:Steven J. NewbyTitle:President and Chief Executive Officer EXECUTIVE By:Brad N. Graves Residential Address:23014 Barrister Creek DriveTomball, TX 77377 Signature Page to theEmployment Agreement for Brad N. Graves – Execution Version EXHIBIT A FORM OF RELEASE Brad N. Graves (the “Executive”) agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries,devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sueSummit Midstream Partners, LLC, a Delaware limited liability company (the “Company”), and any of its past, present, or future parent, affiliated, related,and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, andagents and representatives of such entities, and employee benefit plans in which the Executive is or has been a participant by virtue of his employment withthe Company (collectively, the “Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief,damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of everykind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected orunsuspected, which the Executive has or may have had against such Releasees based on any events or circumstances arising or occurring on or prior to thedate this release (the “Release”) is executed, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a) theExecutive’s employment with the Company or its subsidiaries or the termination thereof or (b) the Executive’s status at any time as a holder of any securitiesof the Company, and any and all claims arising under federal, state, or local laws relating to employment, or securities, including without limitation claims ofwrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought inany court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, theAmericans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, theSecurities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, and similar state or local statutes, ordinances, and regulations;provided, however, notwithstanding anything to the contrary set forth herein, that this Release shall not extend to (i) benefit claims under employee pensionor welfare benefit plans in which the Executive is a participant by virtue of his employment with the Company or its subsidiaries, (ii) any rights under thatcertain Amended and Restated Employment Agreement, dated as of March 1, 2017, by and between the Company and the Executive, (iii) any rights ofindemnification the Executive may have under any written agreement between the Executive and the Company (or its affiliates), the Company’s Certificateof Incorporation, the Partnership’s LP Agreement, the General Corporation Law of the State of Delaware, any applicable statute or common law, or pursuant toany applicable insurance policy, (iv) unemployment compensation, (v) contractual rights to vested equity awards, (vi) COBRA benefits and (viii) any rightsthat may not be waived as a matter of law. The Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). TheExecutive understands and warrants that he has been given a period of 21 days to review and consider this Release. The Executive further warrants that heunderstands that he may use as much or all of his 21-day period as he wishes before signing, and warrants that he has done so. The Executive further warrantsthat he understands that, with respect to the release of age discrimination claims only, he has a period of A-1 seven days after executing on the second signature line below to revoke the release of age discrimination claims by notice in writing to the Company. The Executive is hereby advised to consult with an attorney prior to executing this Release. By his signature below, the Executive warrants that hehas had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release. ACKNOWLEDGEMENT (AS TO ALL CLAIMSOTHER THAN AGE DISCRIMINATION CLAIMS) The undersigned, having had full opportunity to review this Release with counsel of his choosing, signifies his agreement to the terms of thisRelease (other than as it relates to age discrimination claims) by his signature below. Brad N. GravesDate ACKNOWLEDGEMENT (AGE DISCRIMINATION CLAIMS) The undersigned, having had full opportunity to review this Release with counsel of his choosing, signifies his agreement to the terms of thisRelease (as it relates to age discrimination claims) by his signature below. Brad N. GravesDate A-2EXHIBIT 12.1SUMMIT MIDSTREAM PARTNERS, LPRATIO OF EARNINGS TO FIXED CHARGESThe following table sets forth our ratio of earnings to fixed charges for the periods indicated on a consolidated historical basis. For purposes ofcomputing the ratio of earnings to fixed charges, "earnings" are defined as income before taxes and loss from equity method investees plus fixedcharges and distributions from equity method investees less capitalized interest. "Fixed charges" consist of interest expensed and capitalized,amortization of debt issuance costs and an estimate of interest within rent expense. Year ended December 31, 2016 2015 (1) 2014 (2) 2013 2012 (Dollars in thousands)Earnings: Loss before income taxes and loss from equitymethod investees$(7,768) $(216,268) $(29,802) $47,737 $43,679Add (deduct): Fixed charges68,473 63,262 53,859 28,543 15,794Distributions from equity method investees44,991 34,641 2,992 — —Capitalized interest(3,709) (3,372) (4,646) (6,690) (2,784)Total earnings$101,987 $(121,737) $22,403 $69,590 $56,689Fixed Charges (3): Interest expense$63,810 $59,092 $48,586 $21,314 $12,766Capitalized interest3,709 3,372 4,646 6,690 2,784Estimate of interest within rent expense954 798 627 539 244Total fixed charges$68,473 $63,262 $53,859 $28,543 $15,794 Ratio of earnings to fixed charges1.49x — 0.42x 2.44x 3.59x__________(1) The ratio of earnings to fixed charges was negative for the year ended December 31, 2015. To achieve a ratio of earnings to fixed charges of 1:1, wewould have had to generate an additional $185.0 million of earnings for the year ended December 31, 2015. Loss before income taxes for the year endedDecember 31, 2015 included $248.9 million of goodwill impairments.(2) The ratio of earnings to fixed charges was less than 1:1 for the year ended December 31, 2014. To achieve a ratio of earnings to fixed charges of 1:1, wewould have had to generate an additional $31.5 million of earnings for the year ended December 31, 2014. Loss before income taxes for the year endedDecember 31, 2014 included $54.2 million of goodwill impairment.(3) Fixed charges do not include any portion of the expense associated with our Deferred Purchase Price Obligation that we owe pursuant to the terms of thatcertain Contribution Agreement, dated February 25, 2016, between us and Summit Midstream Partners Holdings, LLC.EX 12.1-1EXHIBIT 21.1SUMMIT MIDSTREAM PARTNERS, LPLIST OF SUBSIDIARIESName State or other jurisdiction of incorporation or organizationSummit Midstream Holdings, LLC DelawareGrand River Gathering, LLC DelawareDFW Midstream Services LLC DelawareBison Midstream, LLC DelawareSummit Midstream Finance Corp. DelawareRed Rock Gathering Company, LLC DelawarePolar Midstream, LLC DelawareEpping Transmission Company, LLC DelawareSummit Midstream Utica, LLC DelawareMeadowlark Midstream Company, LLC DelawareTioga Midstream, LLC DelawareSummit Midstream OpCo, LP DelawareSummit Midstream OpCo GP, LLC DelawareEX 21.1-1EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement Nos. 333-197311 and 333-213950 on Form S-3 and Nos. 333-184214 and333-189684 on Form S-8 of our reports dated February 27, 2017, relating to the consolidated financial statements of Summit Midstream Partners,LP and subsidiaries (the “Partnership”), and the effectiveness of the Partnership's internal control over financial reporting, appearing in this AnnualReport on Form 10-K of the Partnership for the year ended December 31, 2016./s/ DELOITTE & TOUCHE LLPAtlanta, GeorgiaFebruary 27, 2017EX 23.1-1EXHIBIT 23..2CONSENT OF INDEPENDENT AUDITORSWe consent to the incorporation by reference in Registration Statement Nos. 333-197311 and 333-213950 on Form S-3 and Nos. 333-184214 and333-189684 on Form S-8 of our report dated March 11, 2016, relating to the financial statements of Ohio Gathering Company, L.L.C. as of and forthe years ended December 31, 2015 and 2014, appearing in this Annual Report on Form 10-K of Summit Midstream Partners, LP and subsidiariesfor the year ended December 31, 2016./s/ DELOITTE & TOUCHE LLPDenver, ColoradoFebruary 27, 2017EX 23.2-1EXHIBIT 23.3CONSENT OF INDEPENDENT AUDITORSWe consent to the incorporation by reference in Registration Statement Nos. 333-197311 and 333-213950 on Form S-3 and Nos. 333-184214 and333-189684 on Form S-8 of our report dated March 11, 2016, relating to the financial statements of Ohio Condensate Company, L.L.C. as of andfor the years ended December 31, 2015 and 2014, appearing in this Annual Report on Form 10-K of Summit Midstream Partners, LP for the yearended December 31, 2016./s/ DELOITTE & TOUCHE LLPDenver, ColoradoFebruary 27, 2017EX 23.3-1EXHIBIT 23.4CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-197311 and 333-213950) and theRegistration Statements on Form S-8 (Nos. 333-184214 and 333-189684) of Summit Midstream Partners, LP of our report dated February 24, 2017relating to the financial statements of Ohio Gathering Company, L.L.C. for the year ended December 31, 2016, which appears as Exhibit 99.1 tothis Form 10-K./s/ PricewaterhouseCoopers LLPDenver, ColoradoFebruary 24, 2017EX 23.4-1EXHIBIT 23.5CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-197311 and 333-213950) and theRegistration Statements on Form S-8 (Nos. 333-184214 and 333-189684) of Summit Midstream Partners, LP of our report dated February 24, 2017relating to the financial statements of Ohio Condensate Company, L.L.C. for the year ended December 31, 2016, which appears as Exhibit 99.2 tothis Form 10-K./s/ PricewaterhouseCoopers LLPDenver, ColoradoFebruary 24, 2017EX 23.5-1EXHIBIT 31.1CERTIFICATIONSI, Steven J. Newby, certify that:1. I have reviewed this annual report on Form 10-K of Summit 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 tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-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 oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those 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 likely tomaterially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,to the registrant'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 27, 2017 /s/ Steven J. Newby Steven J. Newby President, Chief Executive Officer and Director ofSummit Midstream GP, LLC (the general partner ofSummit Midstream Partners, LP)EX 31.1-1EXHIBIT 31.2CERTIFICATIONSI, Matthew S. Harrison, certify that:1. I have reviewed this annual report on Form 10-K of Summit 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 tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-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 oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those 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 likely tomaterially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,to the registrant'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 27, 2017 /s/ Matthew S. Harrison Matthew S. Harrison Executive Vice President and Chief Financial Officerof Summit Midstream GP, LLC (the general partner ofSummit Midstream Partners, LP)EX 31.2-1EXHIBIT 32.1CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the annual report on Form 10-K of Summit Midstream Partners, LP (the “Registrant”) for the annual period ended December 31,2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Steven J. Newby, as President,Chief Executive Officer and Director of Summit Midstream GP, LLC, the general partner of the Registrant, and Matthew S. Harrison, as ExecutiveVice President and Chief Financial Officer of Summit Midstream GP, LLC, the general partner of the Registrant, each hereby certify, pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:(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 ofoperations of the Registrant. /s/ Steven J. NewbyName: Steven J. NewbyTitle: President, Chief Executive Officer and Director of Summit Midstream GP, LLC (the generalpartner of Summit Midstream Partners, LP)Date: February 27, 2017 /s/ Matthew S. HarrisonName: Matthew S. HarrisonTitle: Executive Vice President and Chief Financial Officer of Summit Midstream GP, LLC (thegeneral partner of Summit Midstream Partners, LP)Date: February 27, 2017EX 32.1-1Exhibit 99.1Ohio Gathering Company, L.L.C. Financial Statements for the year ended December 31, 2016 and Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm To the Board of Managers of Ohio Gathering Company, L.L.C. In our opinion, the accompanying balance sheet as of December 31, 2016 and the related statements of operations, of changes in members’ equity, and ofcash flows for the year then ended present fairly, in all material respects, the financial position of Ohio Gathering Company, L.L.C. as of December 31, 2016and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States ofAmerica. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting OversightBoard (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significantestimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion. /s/ PricewaterhouseCoopers LLP Denver, ColoradoFebruary 24, 2017 2 Ohio Gathering Company, L.L.C. Balance Sheet ($ in thousands) December 31, 2016ASSETSCurrent assets:Cash$19,486Trade receivables15,934Affiliate receivables10,491Inventories3,050Other current assets1,803Total current assets50,764 Property and equipment, net1,320,218Deferred contract costs6,591Less: amortization of deferred contract costs(1,992)Other noncurrent assets55Total assets$1,375,636 LIABILITIES AND MEMBERS’ EQUITYCurrent liabilities:Accounts payable$6,105Affiliate payables1,692Accrued liabilities13,383Deferred revenue1,170Total current liabilities22,350 Asset retirement obligations1,830Long-term deferred revenue402Long-term deferred tax liability30Total liabilities24,612 Commitments and contingencies (see Note 8) Members’ equity1,351,024Total liabilities and members’ equity$1,375,636 The accompanying notes are an integral part of these financial statements. 3 Ohio Gathering Company, L.L.C. Statement of Operations ($ in thousands) Year ended December 31, 2016Revenue:Gathering fees$117,150Compression fees29,828Other revenue2,207Total revenue149,185 Operating expenses:Facility expenses37,154Selling, general and administrative expenses4,433Depreciation and accretion56,613Total operating expenses98,200 Income from operations50,985 Miscellaneous income15 Income before provision for income tax51,000 Provision for deferred income tax expense11 Net income$50,989 The accompanying notes are an integral part of these financial statements. 4 Ohio Gathering Company, L.L.C. Statement of Changes in Members’ Equity ($ in thousands) MarkWest Utica EMG, L.L.C. Summit Midstream Partners, LP Total Balance at December 31, 2015$781,245$548,467$1,329,712 Contributions from members47,16231,44378,605 Distributions to members(64,971)(43,311)(108,282) Net income30,59320,39650,989 Balance at December 31, 2016$794,029$556,995$1,351,024 The accompanying notes are an integral part of these financial statements. 5 Ohio Gathering Company, L.L.C. Statement of Cash Flows ($ in thousands) Year ended December 31, 2016Cash flows from operating activities:Net income$50,989Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and accretion56,613Amortization of deferred contract costs435Deferred revenue(2,205)Construction in progress and inventories write-off1,229Provision for deferred income tax expense11 Changes in operating assets and liabilities:Trade receivables(1,898)Affiliate receivables(10,361)Inventories(397)Other current assets(365)Accounts payable and accrued liabilities523Affiliate payables(4,149)All other, net375Net cash provided by operating activities90,800 Cash flows from investing activities:Capital expenditures(62,821)Proceeds from sale of property and equipment8,952Net cash used in investing activities(53,869) Cash flows from financing activities:Contributions from members78,605Distributions to members(108,282)Net cash used in financing activities(29,677) Net increase in cash7,254Cash at beginning of year12,232Cash at end of year$19,486 Supplemental schedule of non-cash investing and financing activities:Decrease in accrued property and equipment$(9,684)Decrease in affiliate payables for purchases of property and equipment(872)Decrease in affiliate receivables for sales of property and equipment78 The accompanying notes are an integral part of these financial statements. 6 Ohio Gathering Company, L.L.C. Notes to Financial Statements ($ in thousands, unless otherwise indicated) 1. Organization and Business Effective May 31, 2012, MarkWest Utica EMG, L.L.C. (“MarkWest Utica”) entered into the Limited Liability Company Agreement (the “OriginalLLC Agreement”) with Blackhawk Midstream LLC (“Blackhawk”), in order to form Ohio Gathering Company, L.L.C. (the “Company” or “Ohio Gathering”).The Company provides natural gas gathering and compression services in the Utica Shale region of Ohio. Under the terms of the Original LLC Agreement,MarkWest Utica and Blackhawk each made initial nominal contributions to the Company in exchange for a 99% and 1% ownership interest, respectively. Alloperational and administrative services are provided through contractual arrangements with affiliates of MarkWest Utica Operating Company, L.L.C.(“MarkWest Utica Operating”). See Note 3 for more information regarding affiliate transactions. After the initial contributions, MarkWest Utica was obligated to contribute all of the capital required by the Company for the development,construction and operation of certain natural gas gathering and compression assets pursued by the Company. MarkWest Utica’s and Blackhawk’smembership interests were adjusted to equal their respective share of the capital contributed. Therefore, as of December 31, 2013, MarkWest Utica ownedmore than a 99% interest and Blackhawk owned less than a 1% interest. Blackhawk also had an option to acquire a 40% equity interest in Ohio Gathering(the “Ohio Gathering Option”). See Note 2, Deferred Contract Costs, for further discussion. In January 2014, Blackhawk sold its interest and the Ohio Gathering Option to Summit Midstream Partners, LLC (“Summit”). Effective June 1, 2014(“Summit Investment Date”), Summit exercised the Ohio Gathering Option and increased its equity ownership (“Summit Equity Ownership”) from less than1% to approximately 40% through a net cash investment of $341.4 million. In August 2014, MarkWest Utica and Summit entered into the Third Amended and Restated Limited Liability Company Agreement of OhioGathering Company, L.L.C. (“the Third Amended LLC Agreement”) which replaced the Second Amended and Restated Limited Liability CompanyAgreement of Ohio Gathering Company, L.L.C. In accordance with the Third Amended LLC Agreement, Summit has the right, but not the obligation, tomake additional capital contributions subject to certain limitations. If Summit elects to contribute capital in response to a particular capital call then theaggregate amount of capital that MarkWest Utica is required to contribute pursuant to such capital call will be decreased, dollar for dollar, by the amount ofcapital Summit elects to contribute. If a member fails to contribute any capital to the Company that is committed to be contributed or fails to timely wire theTrue-Up Amount (as defined in the Third Amended LLC Agreement) such member will be considered in default but will remain fully obligated to contributesuch capital to the Company. The Company will be entitled to pursue all remedies available at law or in equity against the defaulting member. EffectiveMarch 3, 2016, Summit contributed substantially all of its limited partner interest in the Company to Summit Midstream Partners, LP (“SMLP”). Summit andSMLP are under common control and this contribution did not change their overall ownership in the Company; therefore, activity is presented combined onthe accompanying Statement of Changes in Members’ Equity. Through December 31, 2016, SMLP has elected to contribute 40% of all capital calls and intotal MarkWest Utica has contributed $1.2 billion and SMLP has contributed $823 million to the Company. The business and affairs of the Company are overseen by a board of managers which currently consists of three managers designated by MarkWestUtica and two managers designated by SMLP. The composition of the board of managers could change in accordance with changes in investment balances.The board of managers has delegated to MarkWest Utica Operating the authority to manage the day-to-day operations of the Company, subject to certainapproval rights retained by the board. Pursuant to a services agreement between the Company and MarkWest Utica Operating, an affiliate of MarkWest UticaOperating will provide all employees and services necessary for the daily operations and management of the Company’s business. The Company is requiredto distribute all available cash to the Members within 45 days of the end of each calendar month. 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in theUnited States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the respective reporting periods. Estimates affect, among other items, valuing inventory; evaluating impairments of long-lived assets;establishing estimated useful lives for long-lived assets; 7 estimating revenues, expense accruals and capital expenditures; valuing asset retirement obligations; establishing inputs when determining fair value ofoptions; evaluating forecasts when determining income tax valuation allowances; and determining liabilities, if any, for environmental and legalcontingencies. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, secured deposits and investments in highly liquid debt instruments with initial maturities of threemonths or less. The Company had no cash equivalents at December 31, 2016. Trade Receivables Trade receivables primarily consist of customer accounts receivable, which are recorded at the invoiced amount and generally do not bear interest.Past-due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Balances that remain outstanding after reasonablecollection efforts have been unsuccessful are written off through a charge to the valuation allowance and a credit to accounts receivable. Managementreviews the allowance quarterly. The Company did not record a valuation allowance at December 31, 2016. Inventories Inventories consist primarily of materials and supplies to be used in operations and are stated at the lower of cost or net realizable value. Cost formaterials and supplies is determined primarily using the weighted-average cost method. Property and Equipment Property and equipment consists primarily of natural gas gathering assets, other pipeline assets, compressors and related facilities that are recorded atcost. Expenditures that extend the useful lives of assets are capitalized. Repairs, maintenance and renewals that do not extend the useful lives of assets areexpensed as incurred. Depreciation is provided principally on a straight-line method over a period of 20 to 30 years, with the exception of miscellaneousequipment and vehicles, which are depreciated over a period ranging from 3 to 20 years. When items of property and equipment are sold or otherwise disposed of, any gains or losses are reported in the Statement of Operations. Gains onthe disposal of property and equipment are recognized when they occur, which is generally at the time of closing. If a loss on disposal is expected, such lossesare recognized when the assets are classified as held for sale. Asset Retirement Obligations An asset retirement obligation (“ARO”) is a legal obligation associated with the retirement of tangible long-lived assets that generally result fromthe acquisition, construction, development or normal operation of the asset. AROs are recorded at fair value in the period in which they are incurred, if areasonable estimate of fair value can be made, and added to the carrying amount of the associated asset. This additional carrying amount is then depreciatedover the life of the asset. The liability is determined using a credit adjusted risk-free interest rate and increases due to the passage of time based on the timevalue of money until the obligation is settled. The Company routinely reviews and reassesses its estimates to determine if adjustments to the value of AROsare required. The Company recognizes a liability of a conditional ARO as soon as the fair value of the liability can be reasonably estimated. A conditionalARO is defined as an unconditional legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditionalon a future event that may or may not be within the control of the entity. AROs have not been recognized for certain assets because the fair value cannot bereasonably estimated since the settlement dates of the obligations are indeterminate. Such obligations will be recognized in the period when sufficientinformation becomes available to estimate a range of potential settlement dates. In addition to the conditional AROs, the Company may have AROs relatedto certain gathering and compression assets as a result of environmental and other legal requirements. The Company is not required to perform such workuntil it permanently ceases operations of the respective assets. As the Company considers the operational life of these assets to be indeterminable, anassociated ARO cannot be calculated and is not recorded. Impairment of Long-Lived Assets The Company’s policy is to evaluate whether there has been an impairment in the value of long-lived assets when certain events indicate that theremaining balance may not be recoverable. Qualitative and quantitative information is reviewed in order to determine if a triggering event has occurred or ifan impairment indicator exists. If we determine that a triggering event has occurred we would complete a full impairment analysis. If we determine that thecarrying value is not recoverable, a loss is recorded for the difference between the fair value and the carrying value of the related asset group. Managementconsiders the volume of producer customers’ reserves and future natural gas and natural gas liquids product prices to estimate cash flows. The amount ofadditional producer customer reserves developed by future drilling activity depends, in part, on expected commodity prices. Projections of producercustomers’ reserves, drilling activity and future commodity prices are inherently subjective and contingent upon a number of variable factors, many of whichare difficult to forecast. Any significant variance in any of these assumptions or factors could materially affect future cash flows, which could result in theimpairment of an asset. The Company did not record an impairment for the year ended December 31, 2016. 8 For assets identified to be disposed of in the future, the carrying value of these assets is compared to the estimated fair value, less the cost to sell, todetermine if impairment is required. Until the assets are disposed of, an estimate of the fair value is re-determined for each reporting period when relatedevents or circumstances change. Deferred Contract Costs Deferred contract costs represent the asset created by the fair value of the Ohio Gathering Option that was recorded as permanent equity. This cost isamortized over the term of the arrangement into Facility expenses on the accompanying Statement of Operations. As of December 31, 2016, the amortizationof deferred contract costs is $435 for each of the next five years and $2,426 thereafter. Revenue Recognition The Company generates its revenue by providing natural gas gathering and compression services. The Company receives a fee for the gathering andcompression of natural gas. The revenue the Company earns under these arrangements is related to the volume of natural gas that flows through its facilitiesand is not directly dependent on commodity prices. The Company’s assessment of each of the revenue recognition criteria as they relate to its revenueproducing activities are as follows: persuasive evidence of an arrangement exists; delivery; the fee is fixed or determinable and collectability is reasonablyassured. It is upon completion of services provided that the Company meets all four criteria and it is at such time that the Company recognizes revenue.Amounts billed in advance of the period in which the revenue recognition criteria are met are recorded as Deferred revenue in the accompanying BalanceSheet. Revenue and Expense Accruals The Company routinely makes accruals based on estimates for both revenues and expenses due to the timing of compiling billing information,receiving certain third-party information and reconciling the Company’s records with those of third parties. The delayed information from third partiesincludes, among other things, actual volumes transported and other operating expenses. The Company makes accruals to reflect estimates for these itemsbased on its internal records and information from third parties. Estimated accruals are adjusted when actual information is received from third parties and theCompany’s internal records have been reconciled. Income Taxes The Company is treated as a partnership for tax purposes under the provisions of the Internal Revenue Code. Accordingly, the accompanyingfinancial statements do not reflect a provision for federal income taxes since the Company’s results of operations and related credits and deductions will bepassed through and taken into account by its members in computing their respective tax liabilities. The Company is, however, subject to an income tax at theCadiz, Ohio jurisdictional level. The Company accounts for income taxes under the asset and liability method. Deferred income taxes are recognized for the future tax consequencesattributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operatingloss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporarydifferences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized as tax expense (benefit) from continuingoperations in the period that includes the enactment date of the tax rate change. Realizability of deferred tax assets is assessed and, if not more likely thannot, a valuation allowance is recorded to reflect the deferred tax assets at net realizable value as determined by management. All deferred tax balances areclassified as long-term in the accompanying Balance Sheet. Environmental Costs Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve environmental safety orefficiency of the existing assets. The Company recognizes remediation costs and penalties when the responsibility to remediate is probable and the amount ofassociated costs can be reasonably estimated. The timing of remediation accruals coincides with completion of a feasibility study or the commitment to aformal plan of action. Remediation liabilities are accrued based on estimates of known environmental exposure. Fair Value of Financial Instruments Management believes the carrying amounts of financial instruments, including trade receivables, affiliate receivables and payables, accountspayable, and accrued liabilities approximate fair value because of the short-term maturity of these instruments. Accounting Standards Recently Adopted In August 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update requiring management to assess anentity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Management is required to assess if thereis substantial doubt about an entity’s ability to continue as a going concern 9 within one year after the issuance of the financial statements. Disclosures are required if conditions give rise to substantial doubt and the type of disclosure isdetermined based on whether management’s plans will be able to alleviate the substantial doubt. The change was effective for the first fiscal period endingafter December 15, 2016. The adoption of this accounting standard update in 2016 did not have a material impact on the Company’s disclosures. Not Yet Adopted In February 2016, the FASB issued an accounting standard update requiring lessees to record virtually all leases on their balance sheets. Theaccounting standard update also requires expanded disclosures to help financial statement users better understand the amount, timing and uncertainty of cashflows arising from leases. For lessors, this amended guidance modifies the classification criteria and the accounting for sales-type and direct financing leases.The change will be effective on a modified retrospective basis for fiscal years beginning after December 15, 2019, and interim periods within those fiscalyears, with early adoption permitted. The Company is currently evaluating the impact of this on our financial statements and disclosures, and accountingpolicies. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population and analyzing thepractical expedients in order to determine the best path to implementation. The Company plans to adopt the standard for the fiscal year ended December 31,2019. In May 2014, the FASB issued an initial accounting standard update for revenue recognition for contracts with customers. The guidance in theaccounting standard update states that revenue is recognized when a customer obtains control of a good or service. Recognition of the revenue will involve amultiple step approach including identifying the contract, identifying the separate performance obligations, determining the transaction price, allocating theprice to the performance obligations and then recognizing the revenue as the obligations are satisfied. Additional disclosures will be required to provideadequate information to understand the nature, amount, timing and uncertainty of reported revenues and revenues expected to be recognized. The changewill be effective on a retrospective or modified retrospective basis for fiscal years beginning after December 15, 2018, and interim periods within those years.The Company plans to adopt the standard for fiscal year ended December 31, 2018. The Company is currently evaluating the impact of the revenue recognition standard on our financial statements and disclosures, and accountingpolicies. This evaluation process includes a phased approach, the first phase of which includes reviewing a sample of our contracts and transaction types. TheCompany is currently in the process of completing this first phase and evaluating the methods of adoption. Based on the results of the first phase assessment to date, the Company has reached tentative conclusions for our primary contract type and does notbelieve revenue recognition patterns for fee-based contracts will change materially. The Company is currently working to understand the accounting impacton fuel retainage and system loss under the new standard, specifically related to the accounting for noncash consideration received in the form of acommodity product. As a result of implementation, the Company does expect certain amounts to be grossed up in revenue related to third-partyreimbursements and changes in accounting for fuel and deemed system loss. The Company continues to work through implementation efforts. 3. Affiliate Transactions The Company has no employees. Operating, maintenance and general and administrative services, including insurance, are provided to theCompany under a service agreement with MarkWest Utica Operating. In addition, the Company has an office lease agreement with an affiliate. From time totime, the Company may also sell to or purchase from affiliates, assets and inventory at the lesser of average unit cost or fair value. The Company has incurredthe following amounts with affiliates related to the service agreement, lease and assets sales: Year ended December 31, 2016 Facility expensesLabor and benefits$12,456Less: amounts capitalized in property and equipment(1,198)Labor and benefits, net11,258 Rent expense427 Selling, general and administrative expensesGeneral and administrative expenses1,522Insurance expense984 Property and equipment sold to affiliates8,051Property and equipment purchased from affiliates2,118 10 At December 31, 2016, the Company had affiliate payables of $1.7 million, and affiliate receivables of $10.5 million related to these transactionsand the service agreement. During 2016, the Company capitalized $1.0 million related to engineering and construction management services provided underthe affiliate service agreement in Property and equipment, net on the accompanying Balance Sheet. 4. Significant Customers and Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of trade receivables, which are generallyunsecured. At December 31, 2016, three customers, each of who accounted for more than 10% of the Company’s trade receivables, accounted for 89% of totaltrade receivables in aggregate. In 2016, one producer customer accounted for 73% of the Company’s revenue, and a second producer customer accounted for 15% of theCompany’s revenue. The Company maintains cash deposits with a major bank, which, from time-to-time, may exceed federally insured limits. 5. Property and Equipment Property and equipment with associated accumulated depreciation is shown below: December 31, 2016 Gas gathering and compression equipment$1,225,856Pipeline right of way150,891Land2,078Construction in progress119,910Property and equipment 1,498,735Less: accumulated depreciation178,517Property and equipment, net$1,320,218 In conjunction with the acquisition of MarkWest Utica’s parent by MPLX, LP in December 2015, the Company changed its estimate of the usefullives of certain gas gathering and compression plant assets. The gas gathering plant’s asset depreciation lives that were previously 20 years were increased to30 years. The Company made these changes to better reflect the estimated periods during which such assets will remain in service. This change had the effectof reducing 2016 depreciation expense, increasing income from operations and increasing net income by approximately $14.7 million. Depreciation expense of $56.5 million is included in Depreciation and accretion on the Statement of Operations for the year ended December 31,2016. 6. Asset Retirement Obligations The Company’s assets subject to AROs are primarily gas-gathering pipelines and compression equipment. The Company also has land leases thatrequire the Company to return the land to its original condition upon termination of the lease. The Company reviews current laws and regulations governingobligations associated with asset retirements and leases. The following is a reconciliation of the changes in the ARO liability for the year ended: December 31, 2016Beginning asset retirement obligations$5,369Liabilities incurred606Accretion expense64Adjustments to AROs(4,209)Ending asset retirement obligations$1,830 At December 31, 2016, there were no assets legally restricted for purposes of settling AROs. 11 7. Income Tax The deferred tax assets and liabilities resulting from temporary book-tax differences are comprised of the following: December 31, 2016Deferred tax assets:Net operating loss carryforward$71Valuation allowance(61)Total deferred tax assets10 Deferred tax liabilities:Property and equipment(40)Total deferred tax liabilities(40) Net long-term deferred tax liabilities$(30) Significant judgment is required in evaluating the Company’s tax positions. During the ordinary course of business, there may be transactions andcalculations for which the ultimate tax determination is uncertain. However, the Company did not have any material uncertain tax positions for the yearended December 31, 2016. The state NOL carryforwards begin to expire in 2017. The Company does not anticipate utilizing the entire NOL and has provideda valuation allowance against this deferred tax asset. Activity in the Company’s allowance for deferred tax asset valuation allowance is as follows: December 31, 2016Deferred tax asset valuation allowance:Balance at beginning of period$40Charged to costs and expenses21Balance at end of period$61 8. Commitments and Contingencies Environmental Matters The Company is subject to federal, state and local laws and regulations relating to the environment. These laws generally provide for control ofpollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may beimposed for non-compliance. In 2015, representatives from the United States Environmental Protection Agency (“EPA”) and the United States Department of Justice conducted araid on a pipeline launcher/receiver site owned by an affiliate of MarkWest Utica, which site was utilized for pipeline maintenance operations. ThatMarkWest Utica affiliate continues to discuss with the EPA and other jurisdictions alleged omissions associated with permits or related regulatoryobligations for its launcher/receiver and compressor station facilities. It is possible that in connection with any potential or asserted enforcement actionassociated with this matter, that the MarkWest Utica affiliate will incur material assessments, penalties or fines, incur material defense costs and expenses, berequired to modify operations or construction activities which could increase operating costs and capital expenditures, or be subject to other obligations orrestrictions that could restrict or prohibit their activities, any or all of which could adversely affect their results of operations, financial position or cash flows.Due to the similar nature of operations, the Company is evaluating its potential exposure with respect to the foregoing in connection with these activities. AtDecember 31, 2016, accrued liabilities for potential penalties totaled $100. However, the ultimate amount of any potential assessments, penalties, fines,restrictions, requirements, modifications, costs or expenses, if any, that may be incurred in connection with any potential enforcement action cannot bereasonably estimated or determined at this time. Legal The Company is subject to a variety of risks and disputes, and is a party to various legal proceedings in the normal course of its business. TheCompany maintains insurance policies with coverage and deductibles that it believes are reasonable and prudent. However, the Company cannot assure thatthe insurance companies will promptly honor their policy obligations, or that the coverage 12 or levels of insurance will be adequate to protect the Company from all material expenses related to future claims for property loss or business interruption tothe Company, or for third-party claims of personal injury and property damage, or that the coverage or levels of insurance it currently has will be available inthe future at economical prices. While it is not possible to predict the outcome of the legal actions with certainty, management is of the opinion thatappropriate provisions and accruals for potential losses associated with all legal actions have been made in the financial statements and that none of theseactions, either individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, liquidity or results of operations. Lease and Other Contractual Obligations The Company has non-cancellable operating lease agreements for the lease of vehicles expiring at various times through fiscal year 2018. Annualrent expense under these operating leases was $11 for the year ended December 31, 2016. Future minimum commitments as of December 31, 2016 foroperating lease obligations are as follows: Year ending December 31, 2017$3602018110Total$470 The Company also has contractual commitments to acquire property and equipment totaling $3.6 million at December 31, 2016. 9. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through February 24, 2017, the date the financial statements were issued,and determined that there are no material subsequent events that required additional disclosure. 13Exhibit 99.2 Ohio Condensate Company, L.L.C. Financial Statements for the year ended December 31, 2016 and Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm To the Board of Managers of Ohio Condensate Company, L.L.C. In our opinion, the accompanying balance sheet as of December 31, 2016 and the related statements of operations, of changes in members’ equity, and ofcash flows for the year then ended present fairly, in all material respects, the financial position of Ohio Condensate Company, L.L.C. as of December 31, 2016and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States ofAmerica. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting OversightBoard (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significantestimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion. /s/ PricewaterhouseCoopers LLP Denver, ColoradoFebruary 24, 2017 2 Ohio Condensate Company, L.L.C. Balance Sheet ($ in thousands) December 31, 2016ASSETSCurrent assets:Cash$72Trade receivables194Other receivables34Affiliate receivables1,475Other current assets236Total current assets2,011 Property, plant and equipment, net30,512Total assets$32,523 LIABILITIES AND MEMBERS’ EQUITYCurrent liabilities:Accounts payable$552Affiliate payables327Deferred revenue191Accrued liabilities284Current portion of capital lease obligations1,765Total current liabilities3,119 Capital lease obligations12,381Other long-term liabilities1,009Total liabilities16,509 Commitments and contingencies (see Note 8) Members’ equity16,014Total liabilities and members’ equity$32,523 The accompanying notes are an integral part of these financial statements. 3 Ohio Condensate Company, L.L.C. Statement of Operations ($ in thousands) Year ended December 31, 2016 Revenue$14,584 Operating expenses:Impairment expense (see Note 2)95,026Facility expenses9,415Selling, general and administrative expenses1,865Depreciation3,458Total operating expenses109,764 Loss from operations(95,180) Interest expense628Miscellaneous income(151) Loss before provision for income tax(95,657) Benefit for deferred income tax expense(110) Net loss$(95,547) The accompanying notes are an integral part of these financial statements. 4 Ohio Condensate Company, L.L.C. Statement of Changes in Members’ Equity ($ in thousands) MarkWest UticaEMG Condensate,L.L.C. SummitMidstreamPartners, LP Total Balance at December 31, 2015$68,383$47,026$115,409 Contributions from members210140350 Distributions to members(2,519)(1,679)(4,198) Net loss(57,328)(38,219)(95,547) Balance at December 31, 2016$8,746$7,268$16,014 The accompanying notes are an integral part of these financial statements. 5 Ohio Condensate Company, L.L.C. Statement of Cash Flows ($ in thousands) Year ended December 31, 2016Cash flows from operating activities:Net loss$(95,547)Adjustments to reconcile net loss to net cash provided by operating activities:Impairment expense95,026Depreciation3,458Amortization of deferred contract costs29Deferred revenue(1,190)Benefit for deferred income taxes(110) Changes in operating assets and liabilities:Trade receivables2,662Affiliate receivables437Other current assets583Affiliate payables(241)Accounts payable(180)Accrued liabilities12Other long-term liabilities672Net cash provided by operating activities5,611 Cash flows from investing activities:Capital expenditures(774)Proceeds from sale of property, plant and equipment16Net cash used in investing activities(758) Cash flows from financing activities:Payment of capital lease obligations(1,599)Contributions from members350Distributions to members(4,198)Net cash used in financing activities(5,447) Net decrease in cash(594)Cash at beginning of year666Cash at end of year$72 Supplemental disclosure of cash flow information:Cash paid for interest$628Supplemental schedule of non-cash investing and financing activities:Decrease in accrued property, plant and equipment$(866)Decrease in affiliate payables for purchases of property, plant and equipment(4)Decrease in affiliate receivables for property, plant and equipment11Assets acquired through capital lease obligations2,565 The accompanying notes are an integral part of these financial statements. 6 Ohio Condensate Company, L.L.C. Notes to Financial Statements ($ in thousands, unless otherwise indicated) 1. Organization and Business Effective December 19, 2013, MarkWest Utica EMG Condensate, L.L.C. (“MarkWest Utica Condensate”), a partially owned subsidiary of MarkWestLiberty Midstream & Resources, L.L.C. (“MarkWest Liberty”), which is a wholly-owned subsidiary of MarkWest Energy Partners, L.P. (“MarkWest”), enteredinto the Limited Liability Company Agreement (the “Original LLC Agreement”) with Blackhawk Midstream LLC (“Blackhawk”) (together the “Members”),in order to form Ohio Condensate Company, L.L.C. (the “Company” or “Ohio Condensate”). The Company was formed for the purpose of gathering (bypipeline), stabilizing, terminalling, transportation and storage of wellhead condensate within certain defined areas in the state of Ohio. Operationscommenced in February 2015. Under the terms of the Original LLC Agreement, MarkWest Utica Condensate and Blackhawk each made initial nominalcontributions to the Company in exchange for a 99% and 1% ownership interest, respectively. All operational and administrative services are providedthrough contractual arrangements with affiliates of MarkWest. See Note 3 for more information regarding affiliate transactions. After the initial nominal contributions in 2013, MarkWest Utica Condensate was obligated to contribute all of the capital required by the Company.MarkWest Utica Condensate’s and Blackhawk’s membership interests were adjusted to equal their respective share of the capital contributed. Therefore, as ofDecember 31, 2013, MarkWest Utica Condensate owned more than a 99% interest and Blackhawk owned less than a 1% interest. Blackhawk also had anoption to acquire a 40% equity interest in Ohio Condensate (the “Ohio Condensate Option”). See Note 2, Deferred Contract Costs, for further discussion. InJanuary 2014, Blackhawk sold its interest in the Company and the Ohio Condensate Option to Summit Midstream Partners, LLC (“Summit”). EffectiveJune 1, 2014 (“Summit Investment Date”), Summit exercised the Ohio Condensate Option and increased its equity ownership from less than 1% to 40%through a net cash investment of approximately $8.6 million. In August 2014, MarkWest Utica Condensate and Summit entered into the Second Amended and Restated Limited Liability Company Agreement ofOhio Condensate Company, L.L.C. (“the Amended LLC Agreement”) which replaced the Original LLC Agreement. In accordance with the Amended LLCAgreement, MarkWest Utica Condensate is required to fund, as needed, all capital required by the Company. Summit has the right, but not the obligation, tomake additional capital contributions subject to certain limitations. If Summit elects to contribute capital in response to a particular capital call then theaggregate amount of capital that MarkWest Utica Condensate is required to contribute pursuant to such capital call will be decreased, dollar for dollar, by theamount of capital that Summit elects to contribute. If either member fails to contribute any capital to the Company that is committed to be contributed suchmember will be considered in default but will remain fully obligated to contribute such capital to the Company. The Company will be entitled to pursue allremedies available at law or in equity against the defaulting member. In December 2015, MarkWest Utica Condensate became a wholly-owned subsidiary of MarkWest Liberty. The purchase of the partner’s interestcoincided with MarkWest’s merger with MPLX LP, a wholly-owned subsidiary of Marathon Petroleum Company (“Marathon”). Effective March 3, 2016, Summit contributed substantially all of its limited partner interest in the Company to Summit Midstream Partners, LP(“SMLP”). Summit and SMLP are under common control and this contribution did not change their overall ownership in the Company; therefore, activity ispresented combined on the accompanying Statement of Changes in Members’ Equity. Through December 31, 2016, SMLP elected to contribute 40% of allcapital calls and in total MarkWest Utica Condensate has contributed $82.6 million and SMLP has contributed $55.0 million to the Company. The business and affairs of the Company are overseen by a board of managers, currently consisting of three managers designated by MarkWest UticaCondensate and two managers designated by SMLP. The composition of the board of managers could change in accordance with changes in investmentbalances. The board of managers has delegated to MarkWest Utica Condensate the authority to manage the day-to-day operations of the Company, subject tocertain approval rights retained by the board. Pursuant to a services agreement between the Company and MarkWest Utica Condensate, an affiliate ofMarkWest Utica Condensate will provide all employees and services necessary for the daily operations and management of the Company’s business. TheCompany is required to distribute all available cash to the Members, as determined in accordance with the Amended LLC Agreement, within 45 days of theend of each calendar month. 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in theUnited States of America (“GAAP”). 7 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the respective reporting periods. Estimates affect, among other items, evaluating impairments of long-lived assets; establishingestimated useful lives for long-lived assets; estimating expense accruals and capital expenditures; establishing inputs when determining fair value of options;evaluating forecasts when determining income tax valuation allowances; and determining liabilities, if any, for environmental and legal contingencies.Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, secured deposits and investments in highly liquid debt instruments with initial maturities of threemonths or less. The Company had no cash equivalents at December 31, 2016. Trade Receivables Trade receivables primarily consist of customer accounts receivable, which are recorded at the invoiced amount and generally do not bearinterest. Past-due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Balances that remain outstanding afterreasonable collection efforts have been unsuccessful are written off through a charge to the valuation allowance and a credit to accounts receivable.Management reviews the allowance quarterly. The Company did not record a valuation allowance at December 31, 2016 Property, Plant and Equipment Property, plant and equipment consists primarily of condensate stabilization facilities, other pipeline assets, truck and railcar loading equipment andrelated facilities that are recorded at cost. Expenditures that extend the useful lives of assets are capitalized. Repairs, maintenance and renewals that do notextend the useful lives of assets are expensed as incurred. Depreciation is provided on a straight-line method over a period of 20 to 30 years, with theexception of miscellaneous equipment and vehicles, which are depreciated over a period of 3 to 20 years. Amortization of leasehold improvements iscomputed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. When items of property and equipment are sold or otherwise disposed of, any gains or losses are reported in the Statement of Operations. Gains onthe disposal of property, plant and equipment are recognized when they occur, which is generally at the time of closing. If a loss on disposal is expected, suchlosses are recognized when the assets are classified as held for sale. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset.Depreciation expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. Impairment of Long-Lived Assets The Company’s policy is to evaluate whether there has been an impairment in the value of long-lived assets when certain events indicate that theremaining balance may not be recoverable. Qualitative and quantitative information is reviewed in order to determine if a triggering event has occurred or ifan impairment indicator exists. If we determine that a triggering event has occurred we would complete a full impairment analysis. If we determine that thecarrying value is not recoverable, a loss is recorded for the difference between the fair value and the carrying value of the related asset group. Managementconsiders the volume of producer customers’ reserves and future condensate and natural gas liquids product prices to estimate cash flows. The amount ofadditional producer customers’ reserves developed by future drilling activity depends, in part, on expected commodity prices. Projections of producercustomer reserves, drilling activity and future commodity prices are inherently subjective and contingent upon a number of variable factors, many of whichare difficult to forecast. Any significant variance in any of these assumptions or factors could materially affect future cash flows, which could result in theimpairment of an asset. During 2016, forecasts for the Company were reduced to align with updated forecasts for customer requirements. As a result, the Companycompleted a long-lived asset impairment analysis in accordance with Accounting Standards Codification (“ASC”) Topic 360, Property, Plant andEquipment, to determine the potential long-lived asset impairment charge. The fair value of the long-lived assets was determined based upon applying thediscounted cash flow method, which is an income approach, and the guideline public company method, which is a market approach. The discounted cashflow fair value estimate is based on known or knowable information at the interim measurement date. The significant assumptions that were used to developthe estimate of the fair value under the discounted cash flow method include management’s best estimates of the expected future results using a probabilityweighted average set of cash flow forecasts and a discount rate of 11.2 percent. An increase to the discount rate of 50 basis points would have resulted in anadditional charge of $1 million on the Statement of Operations. Fair value determinations require considerable judgment and are sensitive to changes inunderlying assumptions and factors. As such, the fair value of the Company’s long-lived assets represents a Level 3 measurement. As a result, there can be noassurance that the estimates and assumptions made for 8 purposes of this impairment test will prove to be an accurate prediction of the future. During 2016, impairment charges of approximately $95 million wererecorded. For assets identified to be disposed of in the future, the carrying value of these assets is compared to the estimated fair value, less the cost to sell, todetermine if impairment is required. Until the assets are disposed of, an estimate of the fair value is re-determined for each reporting period when relatedevents or circumstances change. Deferred Contract Costs Deferred contract costs represent the asset created by the fair value of the Ohio Condensate Option that was recorded as permanent equity. This costwas amortized over the term of the arrangement into Facility expenses on the Statement of Operations until June 30, 2016 when the remaining net balance of$684 was impaired, as discussed in Impairment of Long-Lived Assets above. Revenue Recognition The Company generates its revenue by providing condensate stabilization and terminalling services. The Company earns a fee under thesearrangements related to the volume of condensate that flows through its facility and is not directly dependent on commodity prices. The Company’sassessment of each of the revenue recognition criteria as they relate to its revenue producing activities are as follows: persuasive evidence of an arrangementexists; delivery; the fee is fixed or determinable and collectability is reasonably assured. It is upon completion of services provided that the Company meetsall four criteria and it is at such time that the Company recognizes revenue. Amounts billed in advance of the period in which the revenue recognition criteriaare met are recorded as Deferred revenue and Other long-term liabilities in the accompanying Balance Sheet. Expense Accruals The Company routinely makes accruals based on estimates for expenses due to the timing of receiving certain third-party information andreconciling the Company’s records with those of third parties. The delayed information from third parties includes, among other things, volumetric chargesand other operating expenses. The Company makes accruals to reflect estimates for these items based on its internal records and information from thirdparties. Estimated accruals are adjusted when actual information is received from third parties and the Company’s internal records have been reconciled. Income Taxes The Company is treated as a partnership for tax purposes under the provisions of the Internal Revenue Code. Accordingly, the accompanyingfinancial statements do not reflect a provision for federal income taxes since the Company’s results of operations and related credits and deductions will bepassed through and taken into account by its Members in computing their respective tax liabilities. The Company is, however, subject to an income tax at theCadiz, Ohio jurisdictional level. The Company accounts for income taxes under the asset and liability method. Deferred income taxes are recognized for the future tax consequencesattributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operatingloss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporarydifferences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized as tax expense (benefit) from continuingoperations in the period that includes the enactment date of the tax rate change. Realizability of deferred tax assets is assessed and, if not more likely thannot, a valuation allowance is recorded to reflect the deferred tax assets at net realizable value as determined by management. All deferred tax balances areclassified as long-term in the accompanying Balance Sheet. Environmental Costs Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve environmental safety orefficiency of the existing assets. The Company recognizes remediation costs and penalties when the responsibility to remediate is probable and the amount ofassociated costs can be reasonably estimated. The timing of remediation accruals coincides with completion of a feasibility study or the commitment to aformal plan of action. Remediation liabilities are accrued based on estimates of known environmental exposure. As of December 31, 2016, the Company hasrecorded $30 for environmental liabilities. Fair Value of Financial Instruments Management believes the carrying amounts of financial instruments, including trade receivables, other receivables, affiliate receivables andpayables, accounts payable, and accrued liabilities approximate fair value because of the short-term maturity of these instruments. 9 Accounting Standards Recently Adopted In August 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update requiring management to assess anentity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Management is required to assess if thereis substantial doubt about an entity’s ability to continue as a going concern within one year after the issuance of the financial statements. Disclosures arerequired if conditions give rise to substantial doubt and the type of disclosure is determined based on whether management’s plans will be able to alleviatethe substantial doubt. The change was effective for the fiscal period ending after December 15, 2016. The Company adopted this accounting standard updatein 2016 and has made the appropriate disclosures in Note 9. Not Yet Adopted In February 2016, the FASB issued an accounting standard update requiring lessees to record virtually all leases on their balance sheets. Theaccounting standard update also requires expanded disclosures to help financial statement users better understand the amount, timing and uncertainty of cashflows arising from leases. For lessors, this amended guidance modifies the classification criteria and the accounting for sales-type and direct financing leases.The change will be effective on a modified retrospective basis for fiscal years beginning after December 15, 2019, and interim periods within those fiscalyears, with early adoption permitted. The Company is currently evaluating the impact of this standard on our financial statements and disclosures, capitallease obligations and accounting policies. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over thelease population and analyzing the practical expedients in order to determine the best path to implementation. The Company plans to adopt the standard forthe fiscal year ended December 31, 2019. In May 2014, the FASB issued an initial accounting standard update for revenue recognition for contracts with customers. The guidance in theaccounting standard update states that revenue is recognized when a customer obtains control of a good or service. Recognition of the revenue will involve amultiple step approach including identifying the contract, identifying the separate performance obligations, determining the transaction price, allocating theprice to the performance obligations and then recognizing the revenue as the obligations are satisfied. Additional disclosures will be required to provideadequate information to understand the nature, amount, timing and uncertainty of reported revenues and revenues expected to be recognized. The changewill be effective on a retrospective or modified retrospective basis for fiscal years beginning after December 15, 2018. The Company plans to adopt thestandard for fiscal year ended December 31, 2018. The Company is currently evaluating the impact of the revenue recognition standard on our financial statements, disclosures and accountingpolicies. This evaluation process includes a phased approach, the first phase of which includes reviewing a sample of our contracts and transaction types. TheCompany is currently in the process of completing this first phase and evaluating the methods of adoption. Based on the results of the first phase assessment to date, the Company has reached tentative conclusions and does not believe revenue recognitionpatterns for our fee-based contracts will change materially. As a result of implementation, the Company does expect certain amounts to be grossed up inrevenue related to third-party reimbursements. The Company continues to work through implementation efforts. 10 3. Affiliate Transactions The Company has no employees. Operating, maintenance and general and administrative services, including insurance, are provided to theCompany under a service agreement with an affiliate of MarkWest. From time to time, the Company may also sell to or purchase from MarkWest affiliates,assets and inventory at the lesser of average unit cost or fair value. The Company also provides condensate stabilization and terminalling services toMarathon, an affiliate as of December 2015. See discussion of merger transaction in Note 1. The Company has incurred the following amounts with affiliatesrelated to the service agreement, asset purchases and sales, and fee based revenue agreements: Year endedDecember 31, 2016Revenue$9,113 Facility expensesLabor and benefits2,683Less: amounts capitalized in property, plant and equipment(19)Labor and benefits, net2,664 Selling, general and administrative expensesGeneral and administrative expenses1,522Insurance71 Deferred revenue related to Marathon147 Property, plant and equipment sold to affiliates16Property, plant and equipment purchased from affiliates30 At December 31, 2016, the Company had affiliate payables of $327 and affiliate receivables of $1.4 million related to these transactions and theservice agreement. During 2016, the Company capitalized $18 related to engineering and construction management services in Property, plant andequipment, net on the accompanying Balance Sheet. 4. Significant Customers and Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of trade and other current receivables,which are generally unsecured. At December 31, 2016, two customers, each of who accounted for more than 10% of the Company’s trade receivables,accounted for 95% of total Trade receivables in aggregate. In 2016, one affiliated producer customer accounted for 63% of the Company’s revenue, and one unaffiliated producer customer accounted for 30%of the Company’s revenue. The Company maintains cash deposits with a major bank, which, from time-to-time, may exceed federally insured limits. 11 5. Property, Plant and Equipment Property, plant and equipment with associated accumulated depreciation is shown below: December 31, 2016 Condensate and stabilization plant and equipment$26,434Land4,161Construction in progress612Property, plant and equipment 31,207Less: accumulated depreciation695Property, plant and equipment, net$30,512 In conjunction with the acquisition of MarkWest Utica Condensate’s parent by MPLX, LP in December 2015, the Company changed its estimate ofthe useful lives of certain condensate and stabilization plant assets. The condensate and stabilization plant’s asset depreciation lives that were previously 20years were increased to 30 years. The Company made these changes to better reflect the estimated periods during which such assets will remain in service. Notinclusive of the impairment charge, this change had the effect of reducing 2016 depreciation expense, decreasing loss from operations and decreasing net lossby approximately $1.4 million, on an annualized basis. See Note 2 for a discussion of the impairment charge recorded at during the year ended December 31, 2016. 6. Commercial Agreements Midwest Terminal Agreement Effective December 1, 2014, the Company executed a Terminal Services Agreement (the “Terminal Agreement”) with Midwest Terminals-Utica LLC(“Midwest”). Under the agreement, the Company engaged Midwest to construct and operate a condensate terminal (the “Terminal”) adjacent to theCompany’s condensate stabilization facility (the “Facility”). The Terminal includes holding tanks, a truck loadout facility, a rail loadout facility, andpipelines necessary for the operation of the Terminal. The Terminal Agreement continues for an initial term of 15 years and will automatically renew forsuccessive 5-year terms, unless either party elects not to renew by 12-month advance notice. Midwest obtained a loan to finance the construction of the Terminal (the “Terminal Loan”). The Terminal Loan is payable within 10 years andallows the Company to settle any default on the Terminal Loan on behalf of Midwest, and further permits the Company to enter the Terminal property andassume its operations upon termination of the Terminal Agreement. In conjunction with the Terminal Loan, Midwest executed an interest rate swap (the“Interest Swap”) to fix a portion of the interest paid on the Terminal Loan. Ohio Condensate agreed to reimburse Midwest for Midwest’s expected costsincurred to build out the Terminal (the “Capital Recovery Fee”). The Capital Recovery Fee is paid monthly over 10 years and initially could not exceed atotal cost of $13.5 million. Midwest will maintain ownership of the Terminal. The Terminal Agreement is classified as a Capital lease obligations on theaccompanying Balance Sheet. In August 2015, the Company and Midwest entered into Amendment No. 2 to Terminal Services Agreement (“the Second Amendment”). Under theSecond Amendment, the Company engaged Midwest to enhance the railroad loadout facility to allow dual-use truck and rail functionality for an additional$0.9 million. In addition, the Company increased the Capital Recovery Fee over the remaining term to cover the costs of the railroad loadout modifications. As of December 31, 2016, the assets necessary for the operation of the Terminal under the capital lease are $2.8 million. The Terminal commencedoperations in February 2015 and recorded accumulated amortization of the leased assets of $103 for the year ended December 31, 2016. The change in thecost basis of the assets and accumulated amortization is attributable to the impairment charge discussed in Note 2. Amortization of assets under capital leasesis included in depreciation expense. Ohio Condensate pays Midwest service fees for its operation and maintenance of the Terminal. The service fees are comprised of two components:(1) an operating expense fee dependent on the average daily volume of product delivered to the Terminal; and (2) a “per barrel fee”. Service fees of $3.0million were incurred during the year ended December 31, 2016 and are included in Facility expenses in the accompanying Statement of Operations. Beginning in 2015, the Company is required to reimburse Midwest $120 per year for fifteen years, or the life of the lease, for rental fees owed underthe ground lease on which the Terminal resides. The Company incurred $120 in 2016, which has been recorded in Facility expenses. Under the terms of theground lease, which Midwest entered into directly with Harrison County, OH, the Company can settle Midwest’s breaches and allows the Company tooperate the Terminal upon satisfaction of certain conditions. For the benefit of the Facility and the Terminal, the Company constructed and maintains tanks, pumps, and related components at the Facility forfire suppression. The cost of the shared portions of the fire suppression systems were paid equally by both Midwest and the Company. Midwest reimbursedthe Company $419 for 50% of the upfront construction and installation costs of 12 the fire suppression system. The reimbursements will be deferred and recognized as income over the term of the Terminal Agreement. Additionally, Midwestwill reimburse the Company 50% of the ongoing costs incurred by the Company to operate and maintain the shared system. The Company constructed a fuelpipe that is not part of the fire suppression systems. During 2016 Midwest reimbursed the Company for 100% of the construction costs of $173. TheCompany has a receivable from Midwest of $34 as of December 31, 2016 related to these agreements which is recorded as Other receivables on theaccompany Balance Sheet. In the event of expiration or any termination of the Terminal Agreement by either Midwest or Ohio Condensate for any reason, Ohio Condensatewill have the right, but not the obligation, to immediately enter and take over operations of the Terminal. If Ohio Condensate elects to take over operations ofthe Terminal, it must obtain Midwest’s release under the Terminal Loan, either by paying off the Terminal Loan and Interest Swap or, with the lender’sconsent, assuming or restructuring the Terminal Loan directly with the lender. Following the Company’s pay off or assumption (with the lender’s consent) ofthe Terminal Loan and Interest Swap and reimbursement of Midwest’s costs incurred in performing services under the Terminal Agreement prior to thetermination date, Ohio Condensate will receive title to all equipment, facilities, and other assets comprising the Terminal. Further, Ohio Condensate has theright at any time during the term of the Terminal Loan to satisfy and extinguish its obligation to pay the Capital Recovery Fee by remitting either to Midwestor the Terminal Loan lender the entire amount of principal and interest then outstanding on the Terminal Loan and Interest Swap obligation. Midwest has been identified as a variable interest entity (“VIE”) because the Company leases the Terminal from Midwest and the lease includes abargain purchase option. The Company’s involvement with this VIE is limited to the Terminal Agreement. Management has determined that although theabove transactions created a variable interest in Midwest, the Company is not the primary beneficiary and, as such, the Company is not required toconsolidate the financial statements of Midwest. In determining that it is not the primary beneficiary, the Company considered the fact the Company does nothave any voting interest, does not have the power to direct the activities of Midwest that most significantly impact its economic performance and only hasthe right, but not the obligation, to exercise its option to pay down the Terminal Loan. The maximum exposure to loss from this variable interest is limited to the amount of our payments at December 31, 2016, as discussed above. TheCompany’s variable interest in Midwest was $12.0 million at December 31, 2016. AEP Onsite Partners Agreement Effective October 28, 2015, the Company executed an Electric Transformation Services Agreement (the “Transformation Agreement”) with AEPEnergy, Inc. (“AEP Energy”). During 2015, AEP Energy assigned its interest in the Transformation Agreement to its wholly-owned subsidiary, AEP OnsitePartners, LLC (“AEP”). Under the agreement, the Company engaged AEP to perform transformation services for electric energy received by the Company andto construct and operate a transformer substation and certain related facilities (the “Transformer Substation”) adjacent to the Facility. The TransformationAgreement continues for an initial term of approximately 5.5 years including the construction, service (which may be renewed for successive terms uponagreement of both parties) and removal periods. The service period and operations commenced in March 2016. Prior to that date the Transformer Substationwas not in service and no asset or capital lease obligation was recorded. The Transformation Agreement provides for payments based on transformation capacity to AEP. The fee is paid monthly and cannot exceed a totalcost of $2.6 million over the service period. The fee is passed back to the Company’s producers as part of electric reimbursements and is recorded net inFacility Expenses on the accompanying Statement of Operations. AEP will maintain ownership of the Transformer Substation. The TransformationAgreement is classified as a Capital lease obligations on the accompanying Balance Sheet. As of December 31, 2016, the assets necessary for the operation of the Transformer Substation is $522. The Transformer Substation commencedoperations in March 2016 at a cost of $2.6 million and recorded accumulated amortization of the leased assets of $58 for the year ended December 31, 2016.The cost basis of the assets and accumulated amortization was impacted by the impairment charge discussed in Note 2. 13 The future minimum lease payments required under the Company’s capital leases and the present value of the net minimum lease payments atDecember 31, 2016 are as follows: Year ending December 31, 2017$2,45920182,45820192,45720202,45720211,834Thereafter5,331Total net minimum lease payments16,996Less: amounts representing interest(2,850)Present value of net minimum lease payments14,146Less: Current portion of capital lease obligations(1,765)Capital lease obligations$12,381 7. Income Tax The deferred tax assets resulting from temporary book-tax differences are comprised of the following: December 31, 2016Deferred tax assets:Net operating loss carryforward$405Property, plant and equipment534Other8Valuation allowance(947)Total deferred tax assets$— Significant judgment is required in evaluating the Company’s tax positions. During the ordinary course of business, there may be transactions andcalculations for which the ultimate tax determination is uncertain. However, the Company did not have any material uncertain tax positions for the yearended December 31, 2016. Additionally, as of December 31, 2016 the Company had deferred tax assets of $405 related to net operating loss carryforwards forlocal jurisdictional level tax purposes which begin to expire in 2019 and $542 related to other deferred tax assets. The Company believes it is more likelythan not that all deferred assets will not be realized in the future. Accordingly, the Company has provided a valuation allowance of $947 on those assets atDecember 31, 2016. The Company intends to maintain a valuation allowance against all deferred tax assets until it determines that it is more likely than notthat the deferred tax assets will be realized. Activity in the Company’s allowance for deferred tax asset valuation allowance is as follows: December 31, 2016Deferred tax asset valuation allowance:Balance at beginning of period$149Charged to costs and expenses798Balance at end of period$947 14 8. Commitments and Contingencies Legal The Company is subject to a variety of risks and disputes, and is a party to various legal proceedings in the normal course of its business. TheCompany maintains insurance policies with coverage and deductibles that it believes are reasonable and prudent. However, the Company cannot assure thatthe insurance companies will promptly honor their policy obligations, or that the coverage or levels of insurance will be adequate to protect the Companyfrom all material expenses related to future claims for property loss or business interruption to the Company, or for third-party claims of personal injury andproperty damage, or that the coverage or levels of insurance it currently has will be available in the future at economical prices. While it is not possible topredict the outcome of the legal actions with certainty, management is of the opinion that appropriate provisions and accruals for potential losses associatedwith all legal actions have been made in the financial statements and that none of these actions, either individually or in the aggregate, will have a materialadverse effect on the Company’s financial condition, liquidity or results of operations. Lease and Other Contractual Obligations The Company has non-cancellable operating lease agreements for the lease of vehicles expiring at various times through fiscal year 2018. Theminimum future payments under these agreements as of December 31, 2016 are $35 and $20 for the years ended December 31, 2017 and 2018, respectively. Effective June 2014, the Company entered into an agreement with Columbus & Ohio River Rail Road Company (the “CUOH”). Under thisagreement, the Company is obligated to ship a minimum of 7,500 loaded rail carloads of stabilized condensate within a three year period beginning on thedate that the first rail carload of stabilized condensate is shipped by CUOH from the Terminal (“Volume Commitment”). If the Company does not meet thisVolume Commitment then it is contractually obligated to pay liquidated damages to CUOH of $200 per rail carload below the 7,500 minimum. The threeyear minimum commitment period commenced in July 2015. The Company deems it probable the Volume Commitment will not be met during the three yearperiod. Therefore, the Company has recorded a liability of $672 for this commitment as of December 31, 2016, which is included in the accompanyingBalance Sheet as Other long-term liabilities. 9. Liquidity The Company experienced a net loss of $95.5 million which, as described in Note 2, included a $95.0 million impairment write-down of property,plant and equipment due to the expected downturn in market conditions over the remaining life of the assets. Additionally, the Company expects to incur anet operating loss and net cash outflow from operations in 2017. In order to fund the Company’s operations for the next twelve months, management hasimplemented a variety of cost control measures and has obtained commitments from its Members to provide any required financial support throughFebruary 28, 2018. 10. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through February 24, 2017, the date the financial statements were issued,and determined that there are no material subsequent events that required additional disclosure. 15Exhibit 99.4 Ohio Condensate Company, L.L. C. December 31, 2015 and 2014 Financial Statements and Independent Auditors’ Report Deloitte & Touche LLPSuite 3600555 Seventeenth StreetDenver, CO 80202-3942USA Tel: +1 303 292 5400Fax: +1 303 312-4000www.deloitte.com INDEPENDENT AUDITORS’ REPORT To the Audit Committee ofMPLX LPFindlay, OH We have audited the accompanying financial statements of Ohio Condensate Company, L.L.C. (the “Company”), which comprise the balance sheets as ofDecember 31, 2015 and 2014, and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the relatednotes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generallyaccepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fairpresentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standardsgenerally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selecteddepend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statementsin order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used andthe reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ohio Condensate Company, L.L.C. asof December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with accounting principlesgenerally accepted in the United States of America. March 11, 2016Member ofDeloitte Touche Tohmatsu Limited Ohio Condensate Company, L.L.C.Balance Sheets($ in thousands) December 31, 2015 December 31, 2014ASSETSCurrent assets:Cash$666$15,711Trade receivables2,621—Other receivables492—Affiliate receivables1,92386Other current assets320110Total current assets6,02215,907 Property, plant and equipment132,806119,855Less: accumulated depreciation(6,682)(170)Total property, plant and equipment, net126,124119,685 Other long-term assets:Deferred contract costs928928Less: amortization of deferred contract costs(216)(158)Total assets$132,858$136,362 LIABILITIES AND MEMBERS’ EQUITYCurrent liabilities:Accounts payable$722$5,306Affiliate payables5711,223Deferred revenue1,190—Accrued liabilities1,31111,716Current portion of capital lease obligation1,2081,042Total current liabilities5,00219,287 Capital lease obligation11,97212,372Other long-term liabilities475— Members’ equity115,409104,703Total liabilities and members’ equity$132,858$136,362 The accompanying notes are an integral part of these financial statements. 3 Ohio Condensate Company, L.L.C.Statements of Operations($ in thousands) Year ended December 31,20152014 Revenue$11,240$— Operating expenses:Facility expenses8,577931Selling, general and administrative expenses1,8061,864Depreciation6,512170Total operating expenses16,8952,965 Loss from operations(5,655)(2,965) Interest expense647— Loss before provision for income tax(6,302)(2,965) Provision for deferred income tax expense110— Net loss$(6,412)$(2,965) The accompanying notes are an integral part of these financial statements. 4 Ohio Condensate Company, L.L.C.Statements of Changes in Members’ Equity($ in thousands) MarkWest UticaEMGCondensate,L.L.C. BlackhawkMidstream LLC SummitMidstreamPartners, LLC TotalJanuary 1, 2014$(30)$928$—$898 Assignment of interest in Ohio Condensate Option(see Note 1)—(928)928— Contributions from members(see Note 1)72,392—48,186120,578 Distributions to members(see Note 1)(8,285)—(5,523)(13,808) Net loss(2,118)—(847)(2,965) December 31, 201461,959—42,744104,703 Contributions from members(see Note 1)10,271—6,84717,118 Net loss(3,847)—(2,565)(6,412) December 31, 2015$68,383$—$47,026$115,409 The accompanying notes are an integral part of these financial statements. 5 Ohio Condensate Company, L.L.C.Statements of Cash Flows($ in thousands) Year ended December 31,20152014Cash flows from operating activities:Net loss$(6,412)$(2,965)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation6,512170Amortization of deferred contract costs57158Deferred revenue(26)—Provision for deferred income taxes110— Changes in operating assets and liabilities:Trade receivables(2,621)—Affiliate receivables(1,830)(82)Other current assets(110)(110)Affiliate payables227341Deferred revenue1,190—Accounts payable and accrued liabilities954140Net cash used in operating activities(1,949)(2,348) Cash flows from investing activities:Capital expenditures(29,113)(71,247)Proceeds from sale of property, plant and equipment—58Net cash used in investing activities(29,113)(71,189) Cash flows from financing activities:Payment of capital lease obligation(1,101)(86)Contributions from members17,118103,142Distributions to members—(13,808)Net cash provided by financing activities16,01789,248 Net (decrease) increase in cash(15,045)15,711Cash at beginning of year15,711—Cash at end of year$666$15,711 Supplemental disclosure of cash flow information:Cash paid for interest$652$51Supplemental schedule of non-cash investing and financing activities:Accrued property, plant and equipment97516,852Affiliate payables for purchases of property, plant and equipment4882Affiliate receivables for property, plant and equipment114Assets acquired through capital lease obligation86613,500Contribution of assets and fee by members—17,436 The accompanying notes are an integral part of these financial statements. 6 Ohio Condensate Company, L.L.C.Notes to Financial Statements($ in thousands, unless otherwise indicated) 1. Organization and Business Effective December 19, 2013, MarkWest Utica EMG Condensate, L.L.C. (“MarkWest Utica Condensate”), a partially owned subsidiary of MarkWestLiberty Midstream & Resources, L.L.C. which is a wholly-owned subsidiary of MarkWest Energy Partners, L.P. (“MarkWest”) entered into the LimitedLiability Company Agreement (the “Original LLC Agreement”) with Blackhawk Midstream LLC (“Blackhawk”) (together the “Members”), in order to formOhio Condensate Company, L.L.C. (the “Company” or “Ohio Condensate”). The Company was formed for the purpose of gathering (by pipeline),stabilization, terminalling, transportation and storage of wellhead condensate within certain defined areas in the state of Ohio. Operations commenced inFebruary 2015. Under the terms of the Original LLC Agreement, MarkWest Utica Condensate and Blackhawk each made initial nominal contributions to theCompany in exchange for a 99% and 1% ownership interest, respectively. In addition, the Original LLC Agreement designates MarkWest Utica Condensateas the operator of the Company with the authority to manage the day-to-day operations of the Company, subject to certain approval rights retained by theboard of managers. All operational and administrative services are provided through contractual arrangements with affiliates of MarkWest. See Note 3 formore information regarding affiliate transactions. After the initial nominal contributions in 2013, MarkWest Utica Condensate was obligated to contribute all of the capital required by the Company.MarkWest Utica Condensate’s and Blackhawk’s membership interests were adjusted to equal their respective share of the capital contributed. Therefore, as ofDecember 31, 2013, MarkWest Utica Condensate owned more than a 99% interest and Blackhawk owned less than a 1% interest. Blackhawk also had anoption to acquire a 40% equity interest in Ohio Condensate (the “Ohio Condensate Option”). See Note 2, in Deferred Contract Costs, for further discussion. InJanuary 2014, Blackhawk sold its interest in the Company and the Ohio Condensate Option to Summit Midstream Partners, LLC (“Summit”). EffectiveJune 1, 2014 (“Summit Investment Date”), Summit exercised the Ohio Condensate Option and increased its equity ownership from less than 1% to 40%through a net cash investment of approximately $8.6 million. In August 2014, MarkWest Utica Condensate and Summit entered into the Second Amended and Restated Limited Liability Company Agreement ofOhio Condensate Company, L.L.C. (“the Second Amended LLC Agreement”) which replaced the Original LLC Agreement. In accordance with the SecondAmended LLC Agreement, MarkWest Utica Condensate is required to fund, as needed, all capital required by the Company. Summit has the right, but not theobligation, to make additional capital contributions subject to certain limitations. If Summit elects to contribute capital in response to a particular capital callthen the aggregate amount of capital that MarkWest Utica Condensate is required to contribute pursuant to such capital call will be decreased, dollar fordollar, by the amount of capital that Summit elects to contribute. Through December 31, 2015, Summit elected to contribute 40% of all capital calls and intotal MarkWest Utica Condensate has contributed $82 million and Summit has contributed $55 million to the Company. If either member fails to contribute any capital to the Company that is required to be so contributed such member will be considered in default butwill remain fully obligated to contribute such capital to the Company. The Company will be entitled to pursue all remedies available at law or in equityagainst the defaulting member. The business and affairs of the Company are overseen by a board of managers which currently consists of three managers from MarkWest UticaCondensate and two managers from Summit. Board managers are determined by investment balances and Members will have one board manager for every20% interest that it holds in the Company. Ownership is also determined based on investment balances in the Company. If Summit elects to not contributecapital in response to capital calls and its investment percentage decreases such that it is greater than 20% but less than their current 40%, Summit will lose amanager on the board of managers. If their investment percentage decreases below 20% but more than 10%, Summit will lose a manager, but will have theright to designate a non-voting observer to the board of managers. At any time that they hold less than a 10% interest, Summit will lose all managers on theboard of managers. The Company is required to distribute all available cash to the Members, as determined in accordance with the Second Amended LLCAgreement, within 45 days of the end of each calendar month. In December 2015, MarkWest Utica Condensate became a wholly-owned subsidiary of MarkWest Liberty Midstream & Resources, L.L.C. Thepurchase of the partner’s interest coincided with MarkWest’s merger with MPLX LP, a wholly-owned subsidiary of Marathon Petroleum Company(“Marathon”). 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States ofAmerica (“GAAP”). 7 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Estimates affect, among other items, evaluating impairments of long-lived assets; establishing estimated usefullives for long-lived assets; estimating revenue and expense accruals and capital expenditure accruals; establishing inputs when determining fair value ofoptions; and in determining liabilities, if any, for environmental and legal contingencies. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers investments in highly liquid financial instruments purchased with a remaining maturity at date of acquisition of 90 days orless to be cash equivalents. Such investments would include money market accounts. The Company had no cash equivalents at December 31, 2015 and 2014. Property, Plant and Equipment Property, plant and equipment consists primarily of condensate stabilization facilities, gathering assets, other pipeline assets, truck and railcarloading equipment and related facilities that are recorded at historical cost. Expenditures that extend the useful lives of assets are capitalized. Routinemaintenance and repair costs that do not extend the useful lives of assets are expensed as incurred. Depreciation is provided on a straight-line method over aperiod of 10 to 20 years, with the exception of miscellaneous equipment and vehicles, which are depreciated over a period of 3 to 9 years. Amortization ofleasehold improvements is computed using the straight- line method over the shorter of the remaining lease term or the estimated useful lives of theimprovements. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased assetat the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets orthe period of the related lease. Impairment of Long-Lived Assets The Company’s policy is to evaluate whether there has been an impairment in the value of long-lived assets when certain events indicate that theremaining balance may not be recoverable. Long-lived assets are considered impaired when the estimated undiscounted cash flows from such assets are lessthan the asset’s carrying value. In that event, a loss is recognized in the amount that the carrying value exceeds the fair value of the long-lived assets. Fairvalue is determined using either the income or market approach as appropriate. Management considers the volume of producer customer reserves behind theasset and future natural gas liquids and natural gas prices to estimate cash flows. The amount of additional producer customer reserves developed by futuredrilling activity depends, in part, on expected natural gas liquids and natural gas prices. Projections of producer customer reserves, drilling activity and futurecommodity prices are inherently subjective and contingent upon a number of variable factors, many of which are difficult to forecast. Any significantvariance in any of these assumptions or factors could materially affect future cash flows, which could result in the impairment of an asset or assets. TheCompany did not record any impairments for the years ended December 31, 2015 or 2014. For assets identified to be disposed of in the future, the carrying value of these assets is compared to the estimated fair value, less the cost to sell, todetermine if impairment is required. Until the assets are disposed of, an estimate of the fair value is redetermined when related events or circumstanceschange. Deferred Contract Costs Deferred contract costs represent the asset created by the fair value of the Ohio Condensate Option that was recorded as permanent equity. This costis amortized over the term of the arrangement into Facility expenses on the Statements of Operations. Revenue Recognition The Company generates its revenue by providing condensate stabilization and terminalling services. The Company earns a fee or fees under thesearrangements related to the volume of condensate that flows through its facility and is not directly dependent on commodity prices. The Company’sassessment of each of the revenue recognition criteria as they relate to its revenue producing activities are as follows: persuasive evidence of an arrangementexists; delivery; the fee is fixed or determinable and collectability is reasonably assured. It is upon completion of services provided that the Company hasmet all four criteria and it is at such time that the Company recognizes revenue. Amounts billed in advance of the period in which the revenue recognitioncriteria are not met are recorded as a liability under Deferred revenue in the accompanying Balance Sheets. Expense Accruals The Company routinely makes accruals based on estimates for expenses due to the timing of receiving certain third-party information andreconciling the Company’s records with those of third parties. The delayed information from third parties includes, among other things, volumetric chargesand other operating expenses. The Company makes accruals to reflect estimates for these 8 items based on its internal records and information from third parties. Estimated accruals are adjusted when actual information is received from third partiesand the Company’s internal records have been reconciled. Income Taxes The Company is treated as a partnership for tax purposes under the provisions of the Internal Revenue Code. Accordingly, the accompanyingfinancial statements do not reflect a provision for federal income taxes since the Company’s results of operations and related credits and deductions will bepassed through and taken into account by its Members in computing their respective tax liabilities. The Company is, however, subject to an income tax at theCadiz, Ohio jurisdictional level. The Company accounts for income taxes under the asset and liability method. Deferred income taxes are recognized for the future tax consequencesattributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operatingloss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporarydifferences are expected to be recovered or settled. The effect of any tax rate change on deferred taxes is recognized as tax expense (benefit) from continuingoperations in the period that includes the enactment date of the tax rate change. Realizability of deferred tax assets is assessed and, if not more likely thannot, a valuation allowance is recorded to reflect the deferred tax assets at net realizable value as determined by management. All deferred tax balances areclassified as long-term in the accompanying Balance Sheets. The net deferred tax liability of $110 at December 31, 2015 resulting from temporary book-tax differences is comprised of net operating losscarryforwards for state jurisdictional level tax purposes of $159, a valuation allowance of ($149), and property, plant and equipment of ($120). This netdeferred tax liability has been recorded as part of Other long-term liabilities in the accompanying Balance Sheets. Significant judgment is required in evaluating the Company’s tax positions. During the ordinary course of business, there may be transactions andcalculations for which the ultimate tax determination is uncertain. However, the Company did not have any material uncertain tax positions for the yearsended December 31, 2015 or 2014. The state net operating loss carryforwards begin to expire in 2019. The Company does not anticipate utilizing the entirenet operating loss carryforwards and has provided a 94% valuation allowance against this deferred tax asset. Environmental Costs The Company records environmental liabilities at their undiscounted amounts when environmental assessments indicate that remediation efforts areprobable and the costs can be reasonably estimated. Estimates of the liabilities are based on currently available facts, existing technology and presentlyenacted laws and regulations, and include estimates of associated legal costs. As of December 31, 2015 and 2014, the Company has not recognized anyenvironmental liabilities. Fair Value of Financial Instruments The carrying amounts of financial instruments, including trade receivables, other receivables, affiliate receivables and payables, accounts payable,and accrued liabilities approximate fair value because of the short-term maturity of these instruments. The fair value of the capital lease approximatescarrying value as the lease was amended at the end of 2015. Recent Accounting Pronouncements In February 2016, the FASB issued an accounting standards update on lease accounting. This update requires lessees to put most leases on theirbalance sheets. The new standard also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cashflows arising from leases. The accounting standards update will be effective on a retrospective or modified retrospective basis for annual reporting periodsbeginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Company is in the process of determining theimpact of the new standard on the financial statements. In November 2015, the FASB issued an accounting standards update to simplify the balance sheet classification of deferred taxes. The updaterequires that deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The update doesnot change the existing requirement that only permits offsetting within a jurisdiction. The change is effective for fiscal years and interim periods within thosefiscal years beginning after December 15, 2016. The guidance may be applied either prospectively or retrospectively with early adoption permitted. Ouradoption of this standard in the fourth quarter of 2015 did not have a material impact on our results of operations, financial position or cash flows. We haveelected to apply this standard prospectively, therefore, prior periods have not been retrospectively adjusted. In August 2014, the FASB issued an accounting standards update requiring management to assess an entity’s ability to continue as a going concernand to provide related footnote disclosures in certain circumstances. Management will be required to assess if there is substantial doubt about an entity’sability to continue as a going concern for one year after the date that the financial statements are issued. Disclosures will be required if conditions give rise tosubstantial doubt and the type of disclosure will be determined based on whether management’s plans will be able to alleviate the substantial doubt. Theaccounting standards update will 9 be effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter with early application permitted.We do not expect application of this standard to have an impact on our financial reporting. In May 2014, the FASB issued an accounting standards update for revenue recognition that is aligned with the International Accounting StandardsBoard’s revenue recognition standard. The guidance in the update states that revenue is recognized when a customer obtains control of a good or service.Recognition of the revenue will involve a multiple step approach including identifying the contract, identifying the separate performance obligations,determining the transaction price, allocating the price to the performance obligations and then recognizing the revenue as the obligations are satisfied.Additional disclosures will be required to provide adequate information to understand the nature, amount, timing and uncertainty of reported revenues andrevenues expected to be recognized. The accounting standards update will be effective on a retrospective or modified retrospective basis for annual reportingperiods beginning after December 15, 2017, and interim periods within those years, with early adoption permitted no earlier than January 1, 2017. TheCompany is in the process of determining the impact of the new standard on the financial statements. 3. Affiliate Transactions The Company has no employees. Operating, maintenance and general and administrative services, including insurance, are provided to theCompany under a service agreement with an affiliate of MarkWest. From time to time, the Company may also sell property, plant or equipment to or purchaseproperty, plant and equipment from MarkWest affiliates. The Company also provides condensate stabilization and terminalling services to Marathon, anaffiliate as of December 2015. See discussion of merger transaction in Note 1. The Company has incurred the following amounts with affiliates related to theservice agreement, asset purchases and sales, and fee based revenue agreements: Year ended December 31, 2015 2014Revenue$930$— Facility expensesLabor and benefits2,039425 Selling, general and administrative expensesGeneral and administrative expenses1,5111,500Insurance67— Deferred revenue related to Marathon1,163— Property, plant and equipment sold to affiliates—61Property, plant and equipment purchased from affiliates865,437 At December 31, 2015 and 2014, the Company had affiliate payables of $571 and $1.2 million, respectively, and affiliate receivables of $930 and$86, respectively, related to these transactions and the service agreement. During 2015, the Company capitalized $33 of labor and benefits and $533 relatedto engineering and construction management services in Property, plant and equipment on the accompanying Balance Sheets. During 2014, the Companycapitalized $45 of labor and benefits and $1.8 million related to engineering and construction management services in Property, plant and equipment.During 2014 MarkWest Utica Condensate paid $453 of these engineering and construction management fees to an affiliate on behalf of the Company whichwas a deemed capital contribution by MarkWest Utica Condensate at December 31, 2014. The Company was partially reimbursed for the deemedcontributions by Summit through a contribution to the Company at the Summit Investment Date and a corresponding distribution to MarkWest UticaCondensate. Additionally, MarkWest Utica Condensate made a non-cash contribution of $17.0 million in Property, plant and equipment to the Company in2014. 4. Significant Customers and Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of trade and other current receivables,which are generally unsecured. During 2015, one affiliated and one unaffiliated producer customer accounted for 10 85.3% of the Company’s revenue. These customers accounted for 93.7% of Trade receivables and related Affiliate receivables on the accompanying BalanceSheets as of December 31, 2015. The Company maintains cash deposits with a major bank, which, from time-to-time, may exceed federally insured limits. 5. Property, Plant and Equipment Property, plant and equipment is comprised of the following: December 31, 2015 December 31, 2014 Condensate, gathering and stabilization plant and equipment$127,819$10,665Land4,156210Construction in progress831108,980Property, plant and equipment132,806119,855 Less: accumulated depreciation(6,682)(170) Total property, plant and equipment, net$126,124$119,685 6. Midwest Terminal Agreement Effective December 1, 2014, the Company executed a Terminal Services Agreement (the “Terminal Agreement”) with Midwest Terminals-Utica LLC(“Midwest”). Under the agreement, the Company engaged Midwest to construct and operate a condensate terminal (the “Terminal”) adjacent to theCompany’s condensate stabilization facility (the “Facility”). The Terminal includes holding tanks, a truck loadout facility, a rail loadout facility, andpipelines necessary for the operation of the Terminal. Midwest also acted as the Company’s subcontractor to perform certain upgrades and restoration withrespect to rail tracks owned by the Columbus & Ohio River Rail Road Company (the “CUOH”). The Terminal Agreement continues for an initial term of 15years and will automatically renew for successive 5-year terms, unless either party elects not to renew by 12-month advance notice. Midwest obtained a loan to finance the construction of the Terminal (the “Terminal Loan”). The Terminal Loan is payable within 10 years andallows the Company to cure any default on the Terminal Loan by Midwest, and further permits the Company to enter the Terminal property and assume itsoperations upon termination of the Terminal Agreement. In conjunction with the Terminal Loan, Midwest executed an interest rate swap (the “Interest Swap”)to fix a portion of the interest paid on the Terminal Loan. Ohio Condensate agreed to reimburse Midwest for Midwest’s expected costs incurred to build outthe Terminal (the “Capital Recovery Fee”). The Capital Recovery Fee is paid monthly over 10 years and initially could not exceed a total cost of $13.5million. Midwest will maintain ownership of the Terminal. The Terminal Agreement is classified as a Capital lease obligation on the accompanying BalanceSheets. In August 2015, the Company and Midwest entered into Amendment No. 2 to Terminal Services Agreement (“the Second Amendment”). Under theSecond Amendment, the Company engaged Midwest to enhance the railroad loadout facility to allow dual use truck and rail functionality for an additional$0.9 million. In addition the Company increased the Capital Recovery Fee over the remaining term to cover the costs of the railroad loadout modifications. The cost of the assets necessary for the operation of the Terminal under the capital lease is included in the accompanying Balance Sheets asProperty, plant and equipment and is $14.4 million and $13.5 million at December 31, 2015 and 2014, respectively. The Terminal commenced operations inFebruary 2015 and recorded accumulated amortization of the leased assets of $959 for the year ended December 31, 2015. Amortization of assets undercapital leases is included in depreciation expense. 11 The future minimum lease payments required under the capital lease and the present value of the net minimum lease payments at December 31, 2015are as follows: Year ending December 31,2016$1,84120171,83820181,83720191,83620201,8362021 and thereafter7,166Total net minimum lease payments16,354Less: amounts representing interest(3,174)Present value of net minimum lease payments13,180Less: Current portion of capital lease obligation(1,208)Capital lease obligation$11,972 Ohio Condensate pays Midwest service fees for its operation and maintenance of the Terminal. The service fees are comprised of two components:(1) an operating expense fee dependent on the average daily volume of product delivered to the Terminal; and (2) a “per barrel fee”. Service fees of $3.1million were incurred during the year ended December 31, 2015 and are included in Facility expenses in the accompanying Statements of Operations. The Company agreed to reimburse Midwest for actual costs incurred in restoring and upgrading CUOH’s rail tracks. As of December 31, 2015 and2014, $6.0 million and $5.8 million, respectively, have been incurred and are recorded as a leasehold improvement in Property, plant and equipment in theaccompanying Balance Sheets. The Company paid Midwest a one-time expense recovery fee of $48 during the year ended December 31, 2014, which has been included in Facilityexpenses. Beginning in 2015, the Company is required to reimburse Midwest $120 per year for fifteen years, or the life of the lease, for rental fees owed underthe ground lease on which the Terminal resides. The Company incurred $120 in 2015 which has been recorded in Facility expenses. Under the terms of theground lease, which Midwest entered into directly with Harrison County, OH, the Company can cure Midwest’s breaches and allows the Company to enterthe leased property to operate the Terminal upon satisfaction of certain conditions. Ohio Condensate has agreed to construct and maintain tanks, pumps, and related components at the Facility for fire suppression to service both theFacility and the Terminal. The cost of the shared portions of the fire suppression systems will be paid equally by both Midwest and the Company. Midwestwill reimburse the Company 50% of the upfront construction and installation costs of the fire suppression system, and 50% of the ongoing costs incurred bythe Company to operate and maintain the shared system. The reimbursements will be deferred and recognized as income over the term of the TerminalAgreement. Midwest reimbursed the Company $100 and $0 as of December 31, 2015 and 2014, respectively. The Company has also agreed to construct a fuel pipe that is not part of the fire suppression systems. Midwest will reimburse the Company for 100%of the construction costs. Midwest has not reimbursed the Company as of December 31, 2015. The Company has a receivable from Midwest of $173 as ofDecember 31, 2015 which is recorded as Other receivables on the accompanying Balance Sheets. In the event of expiration or any termination of the Terminal Agreement by either Midwest or Ohio Condensate for any reason, except fortermination by the Company for persistent default events that are out of the control of the Company and defined in the Terminal Agreement, OhioCondensate will have the right, but not the obligation, to immediately enter and take over operations of the Terminal. If Ohio Condensate so elects to takeover operations of the Terminal, it must obtain Midwest’s release under the Terminal Loan, either by paying off the Terminal Loan and Interest Swap or, withthe lender’s consent, assuming or restructuring the Terminal Loan directly with the lender. The Company must also assume the ground lease. If OhioCondensate terminates the Terminal Agreement for a persistent default event noted above, it will be required to pay off or assume the Terminal Loan andInterest Swap (the latter with the lender’s consent), and to assume the ground lease. If Midwest terminates the Terminal Agreement for the Company’sdissolution, insolvency, bankruptcy or uncured breach of the Terminal Agreement, whether or not the Company elects to take over operations of theTerminal, the Company must reimburse Midwest for all out-of-pocket costs Midwest has incurred in performing under the Terminal Agreement up to the dateof termination. Following the Company’s pay off or assumption (with the lender’s consent) of the Terminal Loan and Interest Swap (with the CapitalRecovery Fee during the term of the Terminal Agreement being applied to paying down the Terminal Loan) and reimbursement of Midwest’s costs incurredin performing under the Terminal Agreement, Ohio Condensate will receive title to all equipment, facilities, and other assets comprising the Terminal.Further, Ohio 12 Condensate has the right at any time during the term of the Terminal Loan to satisfy and extinguish its obligation to pay the Capital Recovery Fee byremitting either to Midwest or the Terminal Loan lender the entire amount of principal and interest then outstanding on the Terminal Loan and Interest Swapobligation, and thereby extinguish the Terminal Loan. However, Ohio Condensate’s right to extinguish the Terminal Loan does not entitle Ohio Condensateto take over operations of the Terminal or to acquire title to the Terminal or the Midwest equipment unless done so in connection with a termination of theTerminal Agreement. Midwest has been identified as a variable interest entity (“VIE”) because the Company leases the Terminal from Midwest and the lease includes abargain purchase option. The Company’s involvement with this VIE is limited to the Terminal Agreement. Management has determined that although theabove transactions created a variable interest in Midwest, the Company is not the primary beneficiary and, as such, the Company is not required toconsolidate the financial statements of Midwest. In determining that it is not the primary beneficiary, the Company considered the fact the Company does nothave any voting interest, does not have the power to direct the activities of Midwest that most significantly impact its economic performance and only hasthe right, but not the obligation, to exercise its option to pay down the Terminal Loan. The maximum exposure to loss from this variable interest is limited to the amount of our payments at December 31, 2015, as discussed above. TheCompany’s variable interest in Midwest was $13.2 million at December 31, 2015. 7. Commitments and Contingencies Effective June 2014, the Company entered into an agreement with CUOH. Under this agreement, the Company is obligated to ship a minimum of7,500 loaded rail carloads of stabilized condensate within a three year period beginning on the date that the first rail carload of stabilized condensate isshipped by CUOH from the Terminal (“Volume Commitment”). If the Company does not meet this Volume Commitment then it is contractually obligated topay liquidated damages to CUOH of $200 per rail carload below the 7,500 minimum. The three year minimum commitment period commenced in July 2015and the Company shipped 2,059 carloads in the six months ended December 31, 2015. The Company deems it probable the Volume Commitment will be metduring the three year period. Therefore, the Company has not recorded any liability for this commitment as of December 31, 2015. In addition, once theVolume Commitment is met, the Company is eligible for reimbursement payments of $200 per rail car shipped over the life of the agreement but not toexceed $5.1 million. Such reimbursement payments are considered a gain contingency and will not be recognized until collectability is reasonably assured,after the Volume Commitment is met. Effective October 2015, the Company entered into a five-year arrangement that will result in a capital lease for a transformer substation. There are nominimum lease payments due until the transformer substation is put into service, which is expected in the first quarter of 2016. The substation is not inservice as of the date these financial statements were issued. Therefore, the net present value of the required minimum lease payments will be capitalized andan obligation will be recorded in the amount of approximately $2.6 million at the in-service date of the transformer substation. Future annual minimum leasepayments under the capital lease are $518 for 2016 and $621 for each of the years 2017 through 2020. In the ordinary course of business, the Company is subject to various legal actions, laws and regulations. In the opinion of Management, compliancewith existing laws and regulations and resolution of any pending legal actions will not materially affect the Company’s financial position or results ofoperations. 8. Subsequent Events On March 3, 2016, Summit Midstream Partners, LP acquired Summit’s interest in Ohio Condensate. The Company evaluated subsequent eventsthrough March 11, 2016, the date the financial statements were issued. 13

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