Regulatory assets and regulatory liabilities are recoverable or reimbursable over various periods and do not earn a return on investment. EQM believes that itEquitrans, L.P. will continue to be subject to rate regulation that will provide for the recovery or reimbursement of its regulatory assets and regulatory liabilities. Regulatory assets and regulatory liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets.



	As of December 31,
	2019		2018
	(Thousands)
Regulatory assets:
Deferred taxes ^(a)	$	11,387	$	12,232
Other recoverable costs ^(b)	4,550		4,312
Total regulatory assets	$	15,937	$	16,544

Regulatory liabilities:
Deferred taxes ^(a)	$	9,750	$	10,119
On-going post-retirement benefits other than pensions ^(c)	11,225		10,132
Other reimbursable costs	1,076		1,082
Total regulatory liabilities	$	22,051	$	21,333

As of December 31,
2017 2016
(Thousands)
Regulatory assets:
Deferred taxes ^(a)
$ 13,076
$ 13,901
Other recoverable costs ^(b)
4,754
5,013
Total regulatory assets $ 17,830
$ 18,914

Regulatory liabilities:
Deferred taxes ^(a)
$ 10,488
$ —
On-going post-retirement benefits other than pensions ^(c)
7,724
6,744
Other reimbursable costs 860
715
Total regulatory liabilities $ 19,072
$ 7,459

(a)

The regulatory asset for deferred taxes primarily related to deferred income taxes recoverable through future rates on a historical deferred tax position and the equity component of AFUDC. The regulatory liability for deferred taxes relates to a revaluation of the historical difference between the regulatory and tax bases of regulated property, plant and equipment. EQM expects to recover the amortization of the deferred tax positions ratably over the corresponding life of the underlying assets that created the differences. Taxes on the equity component of AFUDC and the offsetting deferred income taxes will be collected through rates over the depreciable lives of the long-lived assets to which they relate.

(b)

Regulatory assets associated with other recoverable costs primarily related to the ~~costs~~recoverable settlement charges associated with the termination of the EQT Corporation Retirement Plan for Employees (the EQT Retirement Plan), a defined benefit pension plan previously sponsored by EQT, effective December 31, 2014. In March 2016, the IRS issued a favorable determination letter for the termination ~~discussed~~of the EQT Retirement Plan. In the third quarter of 2016, EQM reimbursed EQT approximately $5.2 million for its proportionate share of such funding related to retirees of Equitrans. The settlement charge is recoverable in ~~Note 14.~~FERC approved rates and thus was recorded as a regulatory asset and is amortized for rate recovery purposes over a period of 16 years.


(c)	EQM defers expenses for on-going post-retirement benefits other than pensions which are subject to recovery in approved rates. The regulatory liability reflects lower cumulative actuarial expenses than the amounts recovered through rates.

~~11. Income Taxes~~

As a result of its limited partnership structure, EQM is not subject to federal and state income taxes. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by EQM flow through to EQM's unitholders; accordingly, EQM does not record a provision for income taxes.

As discussed in Note 2, the October 2016 Acquisition and NWV Gathering Acquisition were transactions between entities under common control for which the consolidated financial statements of EQM have been retrospectively recast to reflect the combined entities. Accordingly, the income tax effects associated with these operations prior to acquisition are reflected in the consolidated financial statements as they were previously part of EQT's consolidated federal tax return. EQT's consolidated federal income tax was allocated among the group's members on a separate return basis with tax credits allocated to the members generating the credits. During the years ended December 31, 2016 and 2015, net current and deferred income tax liabilities of approximately $94.0 million and $84.4 million, respectively, were eliminated through equity related to AVC, Rager, the Gathering Assets and NWV Gathering.

~~The components of income tax expense (benefit) for the years ended December 31, 2016 and 2015 are as follows:~~

Years Ended December 31,
2016 2015
(Thousands)
Current:

Federal $ 886
$ 12,960
State 487
985
Subtotal 1,373
13,945
Deferred:
Federal 8,302
(30,931 )
State 472
245
Subtotal 8,774
(30,686 )
Total $ 10,147
$ (16,741 )

~~Income tax expense (benefit) differed from amounts computed at the federal statutory rate of 35% on pre-tax book income from continuing operations as follows:~~

Years Ended December 31,
2016 2015
(Thousands)
Tax at statutory rate $ 191,835
$ 153,435
Partnership income not subject to income taxes (182,455 ) (135,324 )
State income taxes 623
800
Regulatory assets 132
(35,685 )
Other 12
33
Income tax expense (benefit) $ 10,147
$ (16,741 )

Effective tax rate 1.9 % (3.8 )%

For the year ended December 31, 2015, a tax benefit was realized by EQT in connection with a partial like-kind exchange of assets that resulted in tax deferral for EQT associated with AVC. The deferred taxes were eliminated through equity in 2016 along with the other current and deferred taxes associated with the October 2016 Acquisition. The fluctuations in income tax expense resulted primarily from the tax benefit realized by EQT in 2015 and the change in the tax status of AVC, Rager and the Gathering Assets in 2016 and NWV Gathering in 2015.

EQM's historical uncertain tax positions related to the October 2016 Acquisition and NWV Gathering Acquisition were immaterial. EQT has indemnified EQM from and against any losses suffered or incurred by EQM and related to or arising out of or in connection with any federal, state or local income tax liabilities attributable to the ownership or operation of EQM's

~~assets prior to the acquisition of such assets from EQT. Therefore, EQM does not anticipate any future liabilities arising from the historical deferred tax liabilities.~~

~~12.~~15. Concentrations of Credit Risk

For the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015,~~2017, EQT accounted for approximately ~~73%~~69%, ~~75%~~74% and ~~73%~~74%, respectively, of EQM's total ~~revenues. Additionally, for~~revenues across all of its operating segments. As of December 31, 2019, EQT's public debt had an investment grade rating with Moody's, S&P and Fitch. On January 13, 2020, Moody's downgraded EQT's senior unsecured rating to Ba1, with a negative outlook, from Baa3 with a negative outlook. On February 3, 2020, S&P downgraded EQT's senior unsecured rating to BB+ with a negative outlook, from BBB- with a negative outlook. Further, on February 14, 2020, Fitch downgraded EQT's senior unsecured rating to BB with a negative outlook, from BBB- with a negative outlook. For the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015,~~2017, PNG Companies LLC and its affiliates accounted for approximately ~~12%~~7%, ~~12%~~7% and ~~14%~~11%, respectively, of EQM's total ~~revenues, respectively, all~~revenues.

As of ~~which was included in~~December 31, 2019 and 2018, approximately 31% of the ~~transmission segment.~~

~~Approximately 40% and 47% of third party~~ accounts receivable balances ~~of $28.8 million and $20.7 million as of December 31, 2017 and 2016, respectively, represent~~represented amounts due from ~~marketers. EQM manages~~marketers excluding EQT for each respective period. To manage the credit risk ~~of sales~~related to transactions with marketers, ~~by limiting EQM's dealings to~~EQM engages with only those ~~marketers meeting~~that meet specified criteria for credit and liquidity strength and by actively ~~monitoring these accounts.~~monitors accounts with marketers. In connection with its assessment of marketer credit and liquidity strength, EQM may request a letter of credit, guarantee, performance bond or other credit ~~enhancement from a marketer in order for that marketer to meet EQM's credit criteria.~~enhancement. EQM did not experience ~~any~~ significant defaults on accounts receivable during the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015.~~

2017.

~~13.~~16. Commitments and Contingencies

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against EQM and its subsidiaries. While the amounts claimed may be substantial, EQM is unable to predict with certainty the ultimate outcome of such claims and proceedings. EQM accrues legal and other direct costs related to loss contingencies when incurred. EQM establishes reserves whenever it believes it to be appropriate for pending matters. Furthermore, after consultation with counsel and considering available insurance, EQM believes that the ultimate outcome of any matter currently pending against EQM will not materially affect its business, financial condition, results of operations, liquidity or ability to make quarterly cash distributions to EQM unitholders, including Equitrans Midstream.

EQM is subject to federal, state and local environmental laws and regulations. These laws and regulations, which are constantly changing, can require expenditures for remediation and, in certain instances, can result in assessment of fines. EQM has established procedures for the ongoing evaluation of its operations to identify potential environmental exposures and ~~assure~~to ensure compliance with regulatory requirements. The estimated costs associated with identified situations ~~that require~~requiring remedial action are ~~accrued. However,~~accrued; however, when recoverable through future regulated rates, certain of these costs are deferred as regulatory assets. Ongoing expenditures for compliance with environmental ~~law~~laws and regulations, including investments in ~~plant and~~ facilities to meet environmental requirements, have not been material. Management believes that any such required expenditures will not be significantly different in either nature or amount in the future and does not know of any environmental liabilities that will have a material effect on ~~its business, financial condition, results of operations, liquidity or ability to make distributions.~~

In the ordinary course of business, various legal and regulatory claims and proceedings are pending or threatened against EQM. While the amounts claimed may be substantial, EQM is unable to predict with certainty the ultimate outcome of such claims and proceedings. EQM accrues legal and other direct costs related to loss contingencies when actually incurred. EQM has established reserves it believes to be appropriate for pending matters and, after consultation with counsel and giving appropriate consideration to available insurance, EQM believes that the ultimate outcome of any matter currently pending against EQM will not materially affect EQM's business, financial condition, results of operations, liquidity or ability to make ~~distributions.~~quarterly cash distributions to EQM's unitholders. EQM has identified situations that require remedial action for which approximately $0.6 million and $2.1 million is included in other liabilities and credits in the consolidated balance sheets as of December 31, 2019 and 2018, respectively.

Purchase obligations represent agreements to purchase goods or services that are enforceable, legally binding and specify all significant terms, including the approximate timing of the transaction. As of December 31, 2019, EQM had approximately $24.1 million of purchase obligations, which included commitments for capital expenditures, operating expenses and service contracts.

For information related to operating lease rental payments for office locations, warehouse buildings and compressors for the year ended December 31, 2019, see Note 5.

See Note 69 for discussion of the MVP Joint Venture ~~guarantee.~~guarantees and Letters of Credit. See Note 19 for a description of the EQT Global GGA and the Credit Letter Agreement.

~~14. Postretirement~~17. Post-retirement Benefit Plans

~~Employees~~Prior to the Separation, employees of EQT ~~operate~~operated EQM's assets. EQT ~~charges~~charged EQM for the payroll and benefit costs associated with these individuals and for retirees of Equitrans, the owner of EQM's FERC-regulated transmission, storage and gathering systems. ~~EQT~~Post-Separation, employees of Equitrans Midstream operate EQM's assets. Equitrans Midstream charges EQM for the payroll and benefit costs associated with these individuals and for the retirees of Equitrans. Equitrans Midstream carries ~~any~~ obligations for employee-related benefits in its financial statements.

EQT terminated the EQT Corporation Retirement Plan for Employees (the Retirement Plan), a defined benefit pension plan, effective December 31, 2014. On March 2, 2016, the IRS issued a favorable determination letter for the termination of the Retirement Plan. On June 28, 2016, EQT purchased annuities from and transferred the Retirement Plan assets and liabilities to American General Life Insurance Company. In the ~~third quarter of 2016,~~Predecessor period, EQM reimbursed EQT approximately $5.2 million for its proportionate share of such funding related to retirees of Equitrans. The settlement charge is expected to be recoverable in FERC approved rates and thus was recorded as a regulatory asset that will be amortized for rate recovery purposes over a period of 16 years.

Equitrans' retirees participated in the Retirement Plan prior to its termination. Excluding the pension termination settlement payments described above, for the years ended December 31, 2016 and 2015, EQM reimbursed EQT approximately $1.9 million and $0.4 million, respectively, for the funding of the Retirement Plan and was allocated expenses associated with the Retirement Plan of $0.1 million and $0.5 million, respectively.

~~EQM contributes~~contributed to a defined contribution plan sponsored by EQT. The contribution amount iswas equal to a percentage of allocated base ~~salary. In 2017, 2016~~salary and ~~2015,~~ EQM was charged its contribution percentage through the EQT payroll and benefit costs discussed in Note 5.

8. In the Successor period, Equitrans Midstream is the plan sponsor to EQM's defined contribution plan.

EQM recognizes expenses for ongoing post-retirement benefits other than pensions, which are subject to recovery in ~~the approved~~FERC-approved rates. Expenses recognized by EQM ~~for the years ended December 31, 2017, 2016 and 2015~~ for ongoing post-retirement benefits other than pensions were approximately $1.2 million for each ~~year.~~

year ended December 2019, 2018 and 2017.

~~15.~~18. Interim Financial Information (Unaudited)

The following quarterly summary of operating results for the years ended December 31, ~~2017~~2019 and ~~2016~~2018 reflects variations due to the timing of acquisitions and divestitures (as discussed in Note 2), impairments of long-lived assets (as discussed in Note 3) and the seasonal nature of the transmission and storage business.

Three Months Ended
March 31 June 30 September 30 December 31
(Thousands, except per unit amounts)
2017

Operating revenues $ 203,426
$ 198,966
$ 207,193
$ 224,511
Operating income 145,113
141,092
145,506
148,997
Net income $ 143,196
$ 139,139
$ 142,938
$ 146,631
Net income per limited partner unit: ^(a)

Basic and diluted $ 1.36
$ 1.27
$ 1.28
$ 1.28
2016

Operating revenues $ 185,786
$ 178,042
$ 176,772
$ 195,014
Operating income 137,120
129,029
126,210
134,590
Net income $ 136,735
$ 131,859
$ 133,660
$ 135,700
Net income per limited partner unit: ^(a)

Basic and diluted $ 1.39
$ 1.27
$ 1.23
$ 1.31



	Three Months Ended
	March 31		June 30^(c)		September 30^(c)			December 31^(c)
	(Thousands, except per unit amounts)
2019
Operating revenues	$	389,782	$	406,167	$	408,434		$	425,859
Operating income (loss)	268,014		167,447		(31,077		)	(200,198		)
Net income (loss)	251,931		156,471		(40,215		)	(206,105		)
Net income (loss) attributable to EQM	$	251,931	$	152,438	$	(10,518	)	$	(210,478	)
Net income (loss) per limited partner common unit: ^(a)
Basic	$	1.63	$	0.65	$	(0.18	)	$	(1.18	)
Diluted	$	1.56	$	0.62	$	(0.18	)	$	(1.18	)
2018 ^(b)
Operating revenues	$	371,026	$	374,697	$	364,584		$	384,791
Operating income (loss)	265,798		245,868		233,500			(18,513		)
Net income (loss)	262,843		234,685		209,927			(36,107		)
Net income (loss) attributable to EQM	$	260,350	$	233,832	$	209,927		$	(36,107	)
Net income (loss) per limited partner unit:^(a)
Basic and diluted	$	1.61	$	1.09	$	1.14		$	(0.89	)


(a)	Quarterly net income (loss) per limited partner unit amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding and changes in outstanding units.


(b)	As discussed in Note 1, EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control.


(c)	See Note 3 for disclosure regarding impairments of long-lived assets.

19. Subsequent Events

Agreement and Plan of Merger

On February 26, 2020, EQM, Equitrans Midstream, EQM LP Corporation, a Delaware corporation and a wholly-owned subsidiary of Equitrans Midstream (EQM LP), LS Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of EQM LP (Merger Sub) and the EQM General Partner, entered into an Agreement and Plan of Merger (the EQM Merger Agreement), pursuant to which Merger Sub, will merge with and into EQM (the EQM Merger), with EQM

continuing and surviving as an indirect, wholly owned subsidiary of Equitrans Midstream following the EQM Merger. Following the EQM Merger, EQM will no longer be a publicly traded entity.

Under the terms of the EQM Merger Agreement, and subject to the satisfaction or waiver of certain conditions therein, at the effective time of the EQM Merger (the Effective Time), (i) each outstanding EQM common unit (each, an EQM Common Unit) other than EQM Common Units owned by Equitrans Midstream and its subsidiaries (each, a Public Common Unit), will be converted into the right to receive, subject to adjustment as described in the EQM Merger Agreement, 2.44 shares of Equitrans Midstream common stock, no par value (Equitrans Midstream common stock) (the Merger Consideration); (ii) (x) $600 million of the Series A Perpetual Convertible Preferred Units (each, a Series A Preferred Unit) issued and outstanding immediately prior to the Effective Time will be redeemed by EQM, and (y) the remaining portion of the Series A Preferred Units issued and outstanding immediately prior to the Effective Time will be exchanged for shares of a newly authorized and created series of preferred stock, without par value, of Equitrans Midstream, convertible into Equitrans Midstream common stock (the Equitrans Midstream Preferred Shares); and (iii) each outstanding phantom unit relating to an EQM Common Unit issued pursuant to the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019 (the EQM LTIP), and any other award issued pursuant to the EQM LTIP, whether vested or unvested, will be converted into the right to receive, with respect to each EQM Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights),less applicable tax withholding. The interests in EQM owned by Equitrans Midstream and its subsidiaries (including the Class B units) will remain outstanding as limited partner interests in the surviving entity. The EQM General Partner will continue to own the non-economic general partner interest in the surviving entity.

EQM has agreed to, and the EQM General Partner will use its reasonable best efforts to cause EQM to, cease and cause to be terminated any discussions or negotiations with any person conducted heretofore with respect to a competing acquisition proposal, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative business combinations, subject to certain exceptions with respect to unsolicited proposals received by EQM. In addition, EQM has agreed to call a special meeting of the holders of EQM Common Units (the EQM Special Meeting) to approve the EQM Merger Agreement. The EQM Conflicts Committee may, subject to certain conditions, change its recommendation in favor of approval of the EQM Merger Agreement and the EQM Merger if, in connection with receipt of a superior proposal or the occurrence of a Partnership Changed Circumstance (as defined in the EQM Merger Agreement), it determines in good faith that failure to take such action would constitute a breach of, or otherwise be inconsistent with, its duties under applicable law, as modified by the Partnership Agreement. However, even if the EQM Conflicts Committee changes its recommendation, the EQM Merger Agreement and the EQM Merger require EQM to submit the EQM Merger Agreement for approval by the limited partners of EQM.

The EQM Merger Agreement contains representations and warranties from the parties and indemnification obligations, and each party has agreed to certain covenants, including, among others, covenants relating to, among others, (i) the conduct of business during the interim period between the execution of the EQM Merger Agreement and the Effective Time and (ii) the obligation to use reasonable best efforts to cause the EQM Merger to be consummated.

Completion of the EQM Merger is conditioned upon, among others: (i) approval (the Partnership Approval) of the EQM Merger Agreement and the EQM Merger by holders of a majority of the outstanding EQM Common Units, Class B units, and Series A Preferred Units, with such Series A Preferred Units treated as EQM Common Units on an as-converted basis, voting together as a single class; (ii) approval (the Equitrans Midstream Shareholder Approval) of the Equitrans Midstream Stock Issuance by a majority of votes cast at a special meeting of holders of shares of Equitrans Midstream common stock (the Equitrans Midstream Special Meeting); (iii) there being no law or injunction prohibiting consummation of the transactions contemplated under the EQM Merger Agreement; (iv) the effectiveness of a registration statement on Form S-4, and no stop order suspending the effectiveness of such registration statement, relating to the issuance of shares of Equitrans Midstream common stock pursuant to the EQM Merger Agreement; (v) approval for listing on the New York Stock Exchange of the shares of Equitrans Midstream common stock issuable pursuant to the EQM Merger Agreement; (vi) subject to specified materiality standards, the accuracy of certain representations and warranties of each party; (vii) the delivery of a tax opinion to Equitrans Midstream in form and substance approved by EQT Corporation, a Pennsylvania corporation (EQT), satisfying the requirements of an unqualified tax opinion (as defined in the Tax Matters Agreement, dated November 12, 2018, between EQT and Equitrans Midstream) with respect to the transactions contemplated by the EQM Merger Agreement; (viii) compliance with, or waiver, if permissible, by the respective parties in all material respects with their respective covenants; and (ix) closing of the Restructuring (as defined below).

The EQM Merger Agreement contains provisions granting each of Equitrans Midstream and EQM the right to terminate the EQM Merger Agreement for certain reasons, including, among others, (i) by the mutual written consent of Equitrans Midstream and EQM; (ii) if the EQM Merger has not been consummated on or before August 26, 2020; (iii) if any law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority shall be in

effect, and has become final and nonappealable, enjoining, restraining, preventing or prohibiting the consummation of the Transactions or making the consummation of the Transactions illegal; (iv) if the EQM Special Meeting shall have concluded and the Partnership Approval shall not have been obtained; (v) if the Equitrans Midstream Special Meeting shall have concluded and the Equitrans Midstream Shareholder Approval shall not have been obtained; or (vi) if a Partnership Adverse Recommendation Change (as defined in the EQM Merger Agreement) shall have occurred prior to receipt of the Partnership Approval (as defined the EQM Merger Agreement) (provided that the Partnership may only terminate as a result of Partnership Changed Circumstances (as defined in the EQM Merger Agreement)).

The EQM Merger Agreement contains provisions granting Equitrans Midstream the right to terminate the EQM Merger Agreement for certain reasons, including, (a) a Partnership Adverse Recommendation Change (as defined in the EQM Merger Agreement)shall have occurred, prior to receipt of Partnership Approval, (b) if EQM or the EQM General Partner shall have breached or failed to perform its representations, warranties, covenants or agreements set forth in the EQM Merger Agreement, which breach or failure (x) would give rise to a failure of certain of the conditions to Equitrans Midstream’s obligations to consummate the Transactions under the EQM Merger Agreement and (y) is incapable of being cured or is not cured within the earlier of 30 days of written notice of such breach or failure by Equitrans Midstream, provided Equitrans Midstream shall not have the right to terminate if Equitrans Midstream, EQM LP or Merger Sub are in material breach of any of their representations, warranties, covenants or agreements contained in the EQM Merger Agreement, or (c) prior to receipt of Partnership Approval, EQM is in Willful Breach (as defined in the EQM Merger Agreement) of its obligations set forth under the non-solicitation provisions of the EQM Merger Agreement; provided Equitrans Midstream shall not have the right to terminate if Equitrans Midstream, EQM LP or Merger Sub are in material breach of any of its representations, warranties, covenants or agreements contained in the EQM Merger Agreement. The EQM Merger Agreement contains provisions granting EQM the right to terminate the EQM Merger Agreement if (a) Equitrans Midstream has breached or failed to perform its representations, warranties, covenants or agreements set forth in the EQM Merger Agreement, which breach or failure (1) would give rise to a failure of certain of the conditions to EQM’s obligations to consummate the Transactions under the EQM Merger Agreement and (2) is incapable of being cured or is not cured within the earlier of 30 days of written notice of such breach or failure by EQM, provided EQM shall not have the right to terminate if EQM or the EQM General Partner is in material breach of any of its representations, warranties, covenants or agreements contained in the EQM Merger Agreement or (b) prior to receipt of the Partnership Approval (as defined in the EQM Merger Agreement), in order to enter into an agreement providing for a Superior Proposal (as defined in the EQM Merger Agreement). Upon termination of the EQM Merger Agreement under certain circumstances, EQM will be obligated to (i) pay Equitrans Midstream a termination fee equal to $36.5 million and/or (ii) reimburse Equitrans Midstream for its expenses in an amount not to exceed $10 million. The EQM Merger Agreement also provides that upon termination of the EQM Merger Agreement under certain circumstances, Equitrans Midstream will be obligated to reimburse EQM for its expenses in an amount not to exceed $10 million.

EQT Global GGA

On February 26, 2020 (the EQT Global GGA Effective Date), a subsidiary of EQM, entered into a Gas Gathering and Compression Agreement (the EQT Global GGA) with EQT and certain affiliates of EQT for the provision by EQM of gas gathering services to EQT in the Marcellus and Utica Shales of Pennsylvania and West Virginia. Effective as of the EQT Global GGA Effective Date, EQT will be subject to an initial annual minimum volume commitment of 3.0 Bcf per day. The EQT Global GGA runs from the EQT Global GGA Effective Date through December 31, 2035, and will renew year to year thereafter unless terminated by EQT or EQM. Pursuant to the EQT Global GGA, EQM will have certain obligations to build additional connections to connect additional EQT wells to its gathering system, which are subject to geographical limitations in relation to the dedicated area in Pennsylvania and West Virginia, as well as the distance to EQM's then-existing gathering system. In addition to the fees related to gathering services, the EQT Global GGA provides for potential cash bonus payments payable by EQT to EQM during the period beginning on the in-service date of the MVP until the earlier of (i) 36 months following the in-service date of the MVP or (ii) December 31, 2024. The potential cash bonus payments are conditioned upon the quarterly average of the NYMEX Henry Hub Natural Gas Spot Price exceeding certain price thresholds.

Following the MVP in-service date, the gathering fees payable by EQT to EQM (or its affiliates) set forth in the EQT Global GGA are subject to potential reductions for certain contract years set forth in the EQT Global GGA, conditioned upon the in-service date of the MVP, which provide for estimated aggregate fee relief of $270 million in the first year after the in-service date of the MVP, $230 million in the second year after the in-service date of the MVP, and $35 million in the third year after the in-service date of the MVP. In addition, if the MVP in-service date has not occurred by January 1, 2022, EQT has an option, exercisable for a period of twelve months, to forgo $145 million of the gathering fee relief in the first year after the MVP in-service date and $90 million of the gathering fee relief in the second year after the MVP in-service date in exchange for a cash payment from EQM to EQT in the amount of approximately $196 million.

Credit Letter Agreement

On February 26, 2020, EQM and EQT entered into a letter agreement (the Credit Letter Agreement) pursuant to which, among other things, (a) EQM agreed to relieve certain credit posting requirements for EQT, in an amount up to approximately $250 million, under its commercial agreements with EQM, subject to EQT maintaining a minimum credit rating from two of three rating agencies of (i) Ba3 with Moody’s, (ii) BB- with S&P and (iii) BB- with Fitch and (b) EQM agreed to use commercially reasonable good faith efforts to negotiate similar credit support arrangements for EQT in respect of its commitments to the MVP Joint Venture.

Water Services Letter Agreement

On February 26, 2020, EQM entered into a letter agreement with EQT, pursuant to which EQT agreed to utilize EQM for the provision of water services under one or more water services agreements (the Water Services Letter Agreement). The Water Services Letter Agreement is effective as of the first day of the first month following the MVP in-service date and shall expire on the fifth anniversary of such date. During each year of the Water Services Letter Agreement, EQT agreed that fees incurred to EQM for services pursuant to the Water Services Letter Agreement shall be equal to or greater than $60 million per year.

Intercompany Loan Agreement

Equitrans Midstream intends to enter into a senior unsecured term loan agreement (the Intercompany Loan Agreement) by and among EQM, as lender, and Equitrans Midstream, as borrower, pursuant to which Equitrans Midstream will borrow the stated principal amount of $650 million (the Intercompany Loan) from EQM. The Intercompany Loan Agreement is expected to close in early March 2020 and has an anticipated maturity date in March 2023. It is anticipated that EQM will have the option to accelerate the maturity of the Intercompany Loan upon Equitrans Midstream’s failure to pay interest and other obligations as they become due (subject to certain specified grace periods) and upon other customary events of default. It is anticipated that interest on the Intercompany Loan thereunder will accrue and will be payable semi-annually in arrears starting in September 2020 at an interest rate of 7.0% per annum, subject to an additional 2.0% per annum during the occurrence and continuance of certain events of default. The Intercompany Loan Agreement is expected to contain certain customary representations and covenants, including a limitation on indebtedness, subject to certain exceptions to be enumerated therein. Equitrans Midstream is expected to have the option to prepay the Intercompany Loan in whole or in part at any time without premium or penalty, but will not be able to reborrow any Intercompany Loan prepaid. EQM expects to borrow under its $3 Billion Facility (as defined in Note 12) in order to source funds for making the loan to Equitrans Midstream in connection with the Intercompany Loan Agreement.

Preferred Restructuring Agreement

On February 26, 2020, Equitrans Midstream and EQM entered into a Preferred Restructuring Agreement (the Restructuring Agreement) with all of the holders of Series A Preferred Units (collectively, the Investors), pursuant to which (i) EQM will redeem $600 million of the Investor’s Series A Preferred Units issued and outstanding immediately prior to the effective time of the Restructuring Agreement and (ii) the remaining portion of the Series A Preferred Units issued and outstanding immediately prior to the effective time of the Restructuring Agreement will be exchanged for Equitrans Midstream Preferred Shares on a one for one basis (the Equitrans Midstream Private Placement), in each case, in connection with the occurrence of the “Series A Change of Control” (as defined in the Partnership Agreement) that will occur upon the closing of the EQM Merger (the Restructuring). The Equitrans Midstream Preferred Shares to be issued in the Equitrans Midstream Private Placement have not been registered under the Securities Act of 1933, as amended (the Securities Act), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The Restructuring is expected to close substantially concurrent with the closing of the EQM Merger (the Restructuring Closing), subject to the delivery of certain closing deliverables and certain closing conditions, including, among others: (i) the continued accuracy of the representations and warranties contained in the Restructuring Agreement; (ii) the performance by each party of its respective obligations under the Restructuring Agreement; (iii) the absence of any suit, action or proceeding by any governmental authority restraining, precluding, enjoining or prohibiting the Restructuring; (iv) the closing of the EQM Merger either prior to or concurrently with the Restructuring Closing; and (v) the execution of certain agreements and delivery of certain documents related to the Restructuring, including the certificate of designations to be filed by Equitrans Midstream with the Pennsylvania Department of State at the Restructuring Closing (the Certificate of Designations) and a registration rights agreement to be entered into by and among Equitrans Midstream and the Investors (the Registration Rights Agreement), each in substantially the form attached as an exhibit to the Restructuring Agreement.

Pursuant to the Restructuring Agreement, in connection with the Restructuring Closing, Equitrans Midstream will file the Certificate of Designations with the Pennsylvania Department of State in substantially the form attached as an exhibit to the Restructuring Agreement to, among other things, authorize and establish the designations, rights and preferences of the Equitrans Midstream Preferred Shares.

The Equitrans Midstream Preferred Shares are a new class of security that will rank pari passu with any other outstanding class or series of preferred stock of Equitrans Midstream and senior to Equitrans Midstream common stock with respect to dividend rights and rights upon liquidation. The Equitrans Midstream Preferred Shares will vote on an as-converted basis with the Equitrans Midstream common stock and will have certain other class voting rights with respect to any amendment to the Certificate of Designations or Equitrans Midstream’s articles of incorporation that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the Equitrans Midstream Preferred Shares.

The holders of the Equitrans Midstream Preferred Shares will receive cumulative quarterly dividends at a rate per annum of 9.75% for each quarter ending on or before March 31, 2024, and thereafter the quarterly dividends at a rate per annum equal to the sum of (i) three-month LIBOR as of a LIBOR Determination Date (as defined in the Certificate of Designation) in respect of the applicable quarter and (ii) 8.15%; provided that the rate per annum shall not be less than 10.50%. Equitrans Midstream will not be entitled to pay any dividends on any junior securities, including any of the Equitrans Midstream common stock, prior to paying the quarterly dividends payable to the Equitrans Midstream Preferred Shares, including any previously accrued and unpaid dividends.

Each holder of the Equitrans Midstream Preferred Shares may elect to convert all or any portion of the Equitrans Midstream Preferred Shares owned by it into Equitrans Midstream common stock initially on a one-for-one basis, subject to certain anti-dilution adjustments and an adjustment for any dividends that have accrued but not been paid when due and partial period dividends (referred to as the “conversion rate”), at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier liquidation, dissolution or winding up of Equitrans Midstream), provided that any conversion is for at least $20 million (calculated based on the closing price of the Equitrans Midstream Preferred Shares on the trading day preceding notice of the conversion) or such lesser amount if such conversion relates to all of a holder’s remaining Equitrans Midstream Preferred Shares.

Equitrans Midstream may elect to convert all or any portion of the Equitrans Midstream Preferred Shares for Equitrans Midstream common stock at any time (but not more often than once per quarter) after April 10, 2021 if (i) the Equitrans Midstream common stock is listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per share of Equitrans Midstream common stock on the national securities exchange on which such shares are listed for, or admitted to, trading exceeds 140% of the price at which the Equitrans Midstream Preferred Shares were issued (the Equitrans Midstream Preferred Shares Issue Price) for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the Equitrans Midstream common stock on the national securities exchange on which the Equitrans Midstream common stock is listed for, or admitted to, trading exceeds 1,000,000 shares of Equitrans Midstream common stock for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) Equitrans Midstream has an effective registration statement on file with the Securities and Exchange Commission covering resales of the shares of Equitrans Midstream common stock to be received by such holders upon any such conversion and (v) Equitrans Midstream has paid all accrued quarterly dividends in cash to the holders.

Upon certain events involving a Change of Control (as defined in the Certificate of Designations) in which more than 90% of the consideration payable to the holders of the Equitrans Midstream common stock is payable in cash, the Equitrans Midstream Preferred Shares will automatically convert into Equitrans Midstream common stock at a conversion ratio equal to the Equitrans Midstream Preferred Shares Issue Price multiplied by 110% plus any unpaid dividends on such date and any partial period dividend with respect to the Equitrans Midstream Preferred Shares for the quarter in which the conversion occurs, divided by (ii) the Equitrans Midstream Preferred Shares Issue Price.

In connection with other Change of Control events that do not satisfy the 90% cash consideration threshold described above, in addition to certain other conditions, each holder of Equitrans Midstream Preferred Shares may elect to (a) convert all, but not less than all, of its Equitrans Midstream Preferred Shares into Equitrans Midstream common stock at the then applicable conversion rate, (b) if Equitrans Midstream is not the surviving entity (or if Equitrans Midstream is the surviving entity, but the Equitrans Midstream common stock will cease to be listed), require Equitrans Midstream to use commercially reasonable efforts to cause the surviving entity in any such transaction to issue a substantially equivalent security (or if Equitrans Midstream is unable to cause such substantially equivalent securities to be issued, to convert into shares of Equitrans Midstream common stock at a premium of 110% of the Equitrans Midstream Preferred Shares Issue Price), (c) if Equitrans Midstream is the surviving entity, continue to hold the Equitrans Midstream Preferred Shares or (d) require Equitrans Midstream to redeem the Equitrans Midstream Preferred Shares at a price per share equal to 101% of the Equitrans Midstream Preferred Shares Issue Price, plus accrued and unpaid dividends on the applicable Equitrans Midstream Preferred Shares and any partial period dividends for the quarter in which the redemption occurs, which redemption price may be payable in cash, Equitrans Midstream common stock or a combination thereof at the election of the Board (and, if payable in Equitrans Midstream common stock, such Equitrans Midstream common stock will be issued at 95% of the VWAP of the Equitrans Midstream common stock for the 20-day period ending on the fifth trading day immediately preceding the consummation of the Change of Control). Any holder of Equitrans Midstream Preferred Shares that requires Equitrans Midstream to redeem its

Equitrans Midstream Preferred Shares pursuant to clause (d) above will have the right to withdraw such election with respect to all, but not less than all, of its Equitrans Midstream Preferred Shares at any time prior to the fifth trading day immediately preceding the consummation of the Change of Control and instead elect to be treated in accordance with any of clauses (a), (b) or (c) above.

At any time on or after January 1, 2024, Equitrans Midstream will have the right to redeem Equitrans Midstream Preferred Shares, in whole or in part, by paying cash for each Equitrans Midstream Preferred Share to be redeemed in an amount equal to the greater of (a) the sum of (i) (1) the Equitrans Midstream Preferred Shares Issue Price multiplied by (2) 110%, plus (ii) any unpaid dividends on such date and any partial period dividend with respect to the Equitrans Midstream Preferred Shares for the quarter in which the conversion occurs and (b) the amount the holder of such Equitrans Midstream Preferred Share would receive if such holder had converted such Equitrans Midstream Preferred Share into shares of Equitrans Midstream common stock at the applicable conversion ratio and Equitrans Midstream liquidated immediately thereafter.

Pursuant to the terms of the Restructuring Agreement, in connection with the Restructuring Closing, Equitrans Midstream has agreed to enter into the Registration Rights Agreement pursuant to which, among other things, Equitrans Midstream will give the Investors certain rights to require Equitrans Midstream to file and maintain one or more registration statements with respect to the resale of the Equitrans Midstream Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the Equitrans Midstream Preferred Shares, and to require Equitrans Midstream to initiate underwritten offerings for the Equitrans Midstream Preferred Shares and the shares of Equitrans Midstream common stock that are issuable upon conversion of the Equitrans Midstream Preferred Shares.

Amendment to Agreement of Limited Partnership

On February 26, 2020, the board of directors of the EQM General Partner approved and adopted the Second Amendment (the Amendment) to the Partnership Agreement to allow EQM to lend funds to Equitrans Midstream on terms and conditions approved by the EQM General Partner. The Amendment permits EQM to (i) assume the Rate Relief Note (as defined below) and (ii) enter into the Intercompany Loan.

Share Purchase Agreements

On February 26, 2020, Equitrans Midstream entered into two share purchase agreements (the Share Purchase Agreements) with EQT, pursuant to which (i) Equitrans Midstream will purchase 4,769,496 shares of Equitrans Midstream common stock (the Cash Shares) from EQT in exchange for approximately $46 million in cash, (ii) Equitrans Midstream will purchase 20,530,256 shares of Equitrans Midstream common stock (the Rate Relief Shares and, together with the Cash Shares, the Share Purchases) from EQT in exchange for a promissory note (the Rate Relief Note) representing approximately $196 million in aggregate principal amount, and (iii) Equitrans Midstream will pay to EQT cash in the amount of approximately $7 million. At the Share Purchase Closing (as defined below), EQT will assign the Rate Relief Note to EQM as consideration for certain commercial terms, including potential reductions in the gathering fees, contemplated in the EQT Global GGA.

The Share Purchase Agreements contain certain representations, warranties, covenants and conditions to closing. The transactions contemplated by the Share Purchase Agreements are expected to close in early March 2020 (the Share Purchase Closing).

At the Share Purchase Closing, Equitrans Midstream intends to use borrowings under the Intercompany Loan to fund the purchase of the Cash Shares contemplated by the Share Purchase Agreements. Additionally, at the Share Purchase Closing, Equitrans Midstream will issue the Rate Relief Note to EQT in exchange for the Rate Relief Shares, and EQT will immediately thereafter assign the Rate Relief Note to EQM.

The interest rate for the Rate Relief Note will be fixed at 7.0% per annum and interest payments will be due semi-annually in arrears commencing on the earlier of (i) March 31, 2022 and (ii) the MVP in-service date. The Rate Relief Note will mature on February 29, 2024. The holder of the Rate Relief Note will be able to accelerate amounts payable under the Rate Relief Note upon Equitrans Midstream’s failure to pay debts as they become due and other customary events of default. Equitrans Midstream will be able to prepay the Rate Relief Note in whole or in part at any time without premium or penalty.

On February 27, 2020, EQM announced its intention to reduce its quarterly distribution from $1.16 per unit to $0.3875 per unit, a decrease of approximately 67% per unit, in connection with the EQM Merger, commencing with the first quarter 2020 distribution.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management of the EQM General Partner, including the EQM General Partner's Principal Executive Officer and Principal Financial Officer, an evaluation of EQM's disclosure controls and procedures (as defined in ~~Rules~~Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), was conducted as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer of the EQM General Partner concluded that EQM's disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

As noted under “Management’s Report on Internal Control over Financial Reporting,” management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Bolt-on Acquisition on April 10, 2019. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.

~~There~~Except as noted above, there were no changes in internal control over financial reporting (as such term is defined in ~~Rules~~Rule 13a-15(f) under the Exchange Act) that occurred during the fourth quarter of ~~2017~~2019 that have materially affected, or are reasonably likely to materially affect, EQM's internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

The management of the EQM General Partner is responsible for establishing and maintaining adequate internal control over financial reporting. EQM's internal control system is designed to provide reasonable assurance to the management and ~~Board of Directors of~~ the ~~EQM General Partner~~Board regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Accordingly, even effective controls can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of the EQM General Partner assessed the effectiveness of EQM's internal control over financial reporting as of December 31, ~~2017.~~2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that EQM maintained effective internal control over financial reporting as of December 31, ~~2017.~~

2019. Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Bolt-on Acquisition on April 10, 2019, which are included in the 2019 consolidated financial statements of EQM and constituted approximately 14% and 23% of total and net assets, respectively, as of December 31, 2019 and 6% of revenues for the year then ended.

Ernst & Young LLP (Ernst & Young), the independent registered public accounting firm that audited EQM's consolidated financial statements, has issued an attestation report on EQM's internal control over financial reporting. Ernst & Young's attestation report on EQM's internal control over financial reporting appears in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated by reference herein.

Item 9B. Other Information

Not Applicable.

PART III

Unless the context otherwise requires, references to ~~"EQT Midstream Partners" or "EQM"~~“EQM” refer to ~~EQT~~EQM Midstream Partners, LP and its subsidiaries. ~~EQM's~~EQM’s general partner, ~~EQT Midstream~~EQGP Services, LLC (the EQM General Partner), is ~~a direct wholly owned subsidiary of EQT GP Holdings, LP (EQGP), which is a subsidiary of EQT Corporation (EQT). EQT GP Services, LLC, which is~~ an indirect wholly owned subsidiary of ~~EQT, is~~Equitrans Midstream Corporation. Prior to the completion of the EQM IDR Transaction, EQM’s general partner ~~of EQGP~~was EQM Midstream Services, LLC (the ~~EQGP~~Former EQM General Partner)., an indirect wholly owned subsidiary of Equitrans Midstream. References to ~~"EQT"~~“EQT” refer to EQT Corporation and its consolidated subsidiaries, ~~excluding~~which was the ultimate parent company of EQM and the EQM General ~~Partner.~~Partner prior to the Separation. On January 10, 2019, Equitrans Midstream acquired 100% of the limited partner interests in EQGP Holdings, LP (EQGP) not owned by Equitrans Midstream and its affiliates (the EQGP Buy-out). Following the EQGP Buy-out, EQGP was a wholly owned subsidiary of Equitrans Midstream. References to "Equitrans Midstream" refer to Equitrans Midstream Corporation and its consolidated subsidiaries, excluding EQM. For periods prior to consummation of the EQM IDR Transaction, references to the “EQGP General Partner” refer to EQGP Services, LLC, which is the former general partner of EQGP and the current general partner of EQM following the completion of the EQM IDR Transaction.

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers of ~~EQM's~~the EQM General Partner

EQM is managed and operated by the directors and officers of the EQM General Partner. Through its ownership and control of the ~~EQGP~~EQM General Partner, ~~EQT~~Equitrans Midstream appoints the directors of the EQM General Partner. Unitholders are not entitled to elect the directors of the EQM General Partner or directly or indirectly participate in ~~EQM's~~EQM’s management or operations. The Board ~~of Directors of the EQM General Partner (Board)~~ has ~~eight~~seven directors, of which three members are independent as defined under the independence standards established by the ~~New York Stock Exchange (NYSE)~~NYSE and the ~~Securities~~ Exchange ~~Act of 1934, as amended (Exchange Act).~~Act. The NYSE does not require a publicly traded limited partnership like EQM to have a majority of independent directors on the board of directors of its general partner or to establish a compensation or a nominating and corporate governance committee.

Executive officers of the EQM General Partner manage the day-to-day affairs of ~~EQM's~~EQM’s business and conduct ~~EQM's~~EQM’s operations. All of the executive officers of the EQM General Partner are employees of ~~EQT~~Equitrans Midstream and devote such portion of their productive time to ~~EQM's~~EQM’s business and affairs as is required to manage and conduct ~~EQM's~~EQM’s operations. Pursuant to the terms of the omnibus agreement among EQM, the EQM General Partner and ~~EQT,~~Equitrans Midstream, EQM is required to reimburse ~~EQT~~Equitrans Midstream for (i) allocated expenses of personnel who perform services for ~~EQM's~~EQM’s benefit, and (ii) allocated general and administrative expenses. Please read ~~Item 13, "Certain~~"Item 13. Certain Relationships and Related Transactions, and Director Independence -— Agreements with ~~EQT -~~Equitrans Midstream — Omnibus Agreement."

The executive officers and directors of the EQM General Partner as of February ~~15, 2018~~27, 2020 are as follows:



Name	Age	Position with ~~EQT~~EQM Midstream Services, LLC
~~J.J. Ashcroft III~~M.A. Bryson	4573	Director ~~Senior Vice~~(independent)
K.M. Burke	70	Director (independent)
D.M. Charletta	47	Director, President and Chief Operating Officer
~~J.M. Bott~~R.J. Cooper	5558	Director
~~M.A. Bryson~~T.F. Karam	7161	~~Director~~Chairman and Chief Executive Officer
~~L.B. Gardner~~K.R. Oliver	60	~~Director~~
~~R.J. McNally~~	4762	Director, Senior Vice President and Chief Financial Officer
~~D.L. Porges~~	60	~~Chairman~~
~~S.T. Schlotterbeck~~	52	~~Director, President and Chief Executive Officer~~
~~J.S. Smith~~B.P. Pietrandrea	45	Vice President and Chief Accounting Officer
L.E. Washington	5052	Director (independent)

Mr. ~~Ashcroft~~ was appointed as a director and as Senior Vice President and Chief Operating Officer of the EQM General Partner in August 2017. Mr. Ashcroft has also served as Senior Vice President, EQT Corporation and President, Midstream since August 2017 and as Senior Vice President and Chief Operating Officer of Rice Midstream Management LLC (the RMP General Partner), the general partner of Rice Midstream Partners LP (RMP), since November 2017. Prior to joining EQT, Mr. Ashcroft was most recently the Chief Executive Officer of Gulf Oil LP (a distributor of fuel products and lubricants) from September 2015 to June 2017; the Chief Operating Officer of JP Energy Partners, LP (an operator of a diversified portfolio of midstream assets including crude oil pipelines and storage, refined product terminals and storage, and natural gas liquids (NGLs) distribution and sales capabilities) from May 2014 to August 2015; and President of Buckeye Partners, LP's (a provider of midstream logistics solutions, primarily consisting of the transport, storage, processing and marketing of liquid petroleum products) Natural Gas Storage, Development & Logistics and Energy Services business units from January 2012 to May 2014. Mr. Ashcroft has also served as a director of the RMP General Partner since November 2017.

Mr. Ashcroft brings extensive midstream energy industry senior management and operational experience to the Board, having served as Chief Executive Officer and in other senior management roles with each of Gulf Oil LP, JP Energy Partners, LP and Buckeye Partners, LP. Following a distinguished military career with the United States Marine Corps, Mr. Ashcroft began his midstream energy industry career with Colonial Pipeline Company, L.P. Mr. Ashcroft's experiences enable him to provide valuable insight to the Board with respect midstream company operations and strategy and business management issues.

~~Mr. Bott~~Bryson was appointed as a director of the Former EQM General Partner in May ~~2012. Mr. Bott is currently the Executive Vice President~~2012 and Chief Financial Officer of SandRidge Energy, Inc., a publicly traded oil and natural gas exploration and production company, and has held such position since August 2015. From December 2009 to August 2015, Mr. Bott served as the Chief Financial Officer of Texas American Resources Company, a privately held oil and gas acquisition, exploration and production company. Prior to that, Mr. Bott held various senior energy industry focused positions within the investment banking and financial advisory industries.

Mr. Bott has significant experience in energy company senior management, finance and corporate development. Mr. Bott is able to draw upon his diverse senior management and investment banking experience to provide guidance with respect to accounting matters, financial markets, financing transactions and energy company operations.

~~Mr. Bryson~~ ~~was appointed as a director of~~ the EQM General Partner ~~in May 2012.~~following the completion of the EQM IDR Transaction. He also serves as the Chair of its Audit Committee, a member of its Conflicts Committee and the presiding director of the Board, positions he also held with the Former EQM General Partner. Mr. Bryson retired in June 2008 as Executive Vice President of The Bank of New York Mellon Corporation, a financial services firm. He obtained such position in July 2007 following the merger of Mellon Financial Corporation and The Bank of New York. Prior to the merger, Mr. Bryson served in various senior management positions over a 33-year career with Mellon Financial Corporation, including his service as Executive Vice President and Chief Financial Officer from December 2001 to June 2007.

Mr. Bryson brings to the Board over three decades of management and financial experience, having served as Treasurer and Chief Financial Officer of a large publicly traded financial institution. In these roles, Mr. Bryson obtained a wealth of

experience related to financial statement preparation, auditing and accounting matters, financial markets, financing transactions and investor relations.

Mr. ~~Gardner~~Burke was appointed as a director of the Former EQM General Partner in ~~January 2012.~~September 2018 and maintained such role following the completion of the EQM IDR Transaction. He serves as a member of the EQM General Partner’s Audit Committee, a position he also held with the Former EQM General Partner. In October 2018, Mr. ~~Gardner has~~Burke was appointed to the board of Equitrans Midstream and also serves as the Chair of its Audit Committee. Mr. Burke also served as a director of the EQGP General Partner from September 2018 until the consummation of the EQGP Buy-out, a member of its Audit Committee from September 2018 through November 2018, and as Chair of its Audit Committee from November 2018 through the ~~RMP General Partner since January 2015 and November 2017, respectively.~~consummation of the EQGP Buy-out. Mr. ~~Gardner is currently the General Counsel and Vice President, External Affairs~~Burke served as a director of EQT from January 2012 through the Separation.

Mr. Burke brings over three decades of experience focused on the energy industry, primarily oil and gas. Mr. Burke spent most of his career serving as a partner with Ernst & Young LLP (Big Four accounting firm) (Ernst & Young), retiring from that position in June 2004. At EY, among other leadership positions, he served as National Energy Industry Director and Partner-in-Charge of the Houston Energy Services Group. He also co-authored the book “Oil and Gas Limited Partnerships: Accounting, Reporting and Taxation.” During his years at Ernst and Young, Mr. Burke served as audit partner for numerous companies in the oil and gas industry.

Mr. Burke also has ~~held such position since April 2008.~~

substantial experience as a director of both public and private companies at which he has served on and chaired a number of committees. In addition to his ~~current role with~~service on the EQT board of directors, from March 2005 through August 2011, Mr. ~~Gardner oversees legal and external affairs, which includes the safety and environmental, governmental relations and corporate communications functions. Prior to joining EQT in 2003, Mr. Gardner~~Burke was a ~~partner in~~member of the ~~Houston~~board of directors of Trico Marine Services, Inc. (provider of subsea trenching and ~~Austin, Texas offices~~marine support vessels and services), serving as the Chairman of ~~Brown, McCarroll & Oaks Hartline, general counsel to General Glass~~its Audit Committee and as a member of its Nominating and Governance Committee. From December 2006 through May 2011, Mr. Burke also served as a director of Pride International, ~~Corp.~~Inc. (offshore drilling contractor) (now part of Ensco plc), where he was the Chairman of its Nominating and Governance Committee and a ~~privately held glass manufacturing~~member of its Audit and ~~trading company,~~Compensation Committees. He also served as a director of Nexeo Solutions, Inc. (chemical and ~~senior counsel, employment law with Northrop Grumman Corporation (formerly TRW, Inc.). Mr. Gardner's experiences enable him to provide insight to~~plastics distribution) (Nexeo) from November 2011 until February 2019 and served as the ~~Board with respect to legal and external affairs issues, along with providing valuable perspectives with respect to business management and corporate governance issues.~~Chair of its Audit Committee.

~~Mr. McNally~~Ms. Charletta was appointed as Executive Vice President, Chief Operating Officer and a director of the Former EQM General Partner in October 2018 and, ~~as Senior Vice President and Chief Financial Officer~~in the case of the EQM General Partner, ~~in March 2016. Mr. McNally has served as a director and as Senior Vice~~maintained these same positions with the EQM General Partner following the completion EQM IDR Transaction. In July 2019 she was appointed President ~~and Chief Financial Officer~~ of the ~~EQGP~~EQM General Partner and as Senior Vice President and Chief Financial Officer of EQT since March 2016. Mr. McNally has also served as a director and as Senior Vice President and Chief Financial Officer of the RMP General Partner since November 2017. Mr. McNally served asPartner. Ms. Charletta was appointed Executive Vice President and Chief ~~Financial~~Operating Officer of ~~Precision Drilling Corporation (a publicly traded drilling services company) from~~Equitrans Midstream in September 2018 and, in July ~~2010 to March 2016.~~

~~Mr. McNally brings deep energy industry management, finance and operational experience to the Board, having~~2019, she was appointed as President of Equitrans Midstream. She also served as the Executive Vice President, Chief Operating Officer and Chief Financial Officer of Precision Drilling Corporation from July 2010 to March 2016. Mr. McNally also brings strong capital markets and mergers and acquisitions experience to the Board, having previously served as an investment banker with Simmons & Company International. Mr. McNally began his career with Schlumberger Limited, working in operations and sales. Mr. McNally's experiences enable him to provide insight to the Board with respect to accounting matters, financial markets, financing transactions, mergers and acquisitions and energy company operations.

~~Mr. Porges~~ has served as Chairman of the Board of the EQM General Partner since January 2012 and served as President and Chief Executive Officer of the EQM General Partner from January 2012 through February 2017. Mr. Porges currently serves as the Executive Chairman of EQT and has held such position since March 2017. Mr. Porges was Chairman and Chief Executive Officer of EQT from December 2015 through February 2017, and was Chairman, President and Chief Executive Officer of EQT from May 2011 to December 2015. Mr. Porges has also served as Chairman of the Boards of Directors of the EQGP General Partner and the RMP General Partner since January 2015 and November 2017, respectively. Mr. Porges served as President and Chief Executive Officera director of the EQGP General Partner from ~~January 2015~~October 2018 through ~~February 2017. As previously disclosed in EQT’s Form 8-K filed with~~ the ~~SEC on January 18, 2018, Mr. Porges intends to retire from his position as Executive Chairman~~consummation of ~~EQT on February 28, 2018. Following that time, he will continue to serve as a non-executive Chairman of EQT’s board of directors.~~

~~Mr. Porges brings extensive business, leadership, management and financial experience, as well as tremendous knowledge of EQM's operations, culture and industry,~~the EQGP Buyout. Prior to the ~~Board. Mr. Porges has~~Separation, Ms. Charletta served ~~in a number of senior management positions with EQT since joining EQT~~ as Senior Vice President of a subsidiary of EQT since February 2003, at which she had principal responsibility for EQT’s midstream engineering and ~~Chief Financial Officer in 1998. He~~construction operations. Her career has ~~also served~~been on both sides of the natural gas industry - first as a ~~member~~production engineer and now as a senior executive for midstream operations.

Ms. Charletta brings to the Board extensive experience in the energy industry combined with a wealth of ~~EQT's board since May 2002. Prior~~experience related to ~~joining~~the pipeline operations of EQM gained through her career with EQT ~~Mr. Porges held various senior positions within~~prior to the ~~investment banking industry and also held several managerial positions with Exxon Corporation (now, Exxon Mobil Corporation,~~Separation, as well as an international oil and gas company). Mr. Porges served on the board of directors of Westport Resources Corp. (an oil and natural gas production company that is now part of Anadarko Petroleum Corporation) from April 2000 through 2004. Mr. Porges' strong financial and industry experience, along with hisin depth understanding of ~~EQM's business operations~~EQM’s culture.

Mr. Cooper was appointed as a director of the Former EQM General Partner in January 2019 and ~~culture, enable Mr. Porges to provide unique and valuable perspectives on most issues facing EQM.~~

~~Mr. Schlotterbeck~~ ~~has served as President and Chief Executive Officer~~was appointed a director of ~~EQT,~~ the EQM General Partner following the completion of the EQM IDR Transaction. In July 2019, Mr. Cooper was appointed Senior Vice President, Construction Services at Equitrans Midstream. Mr. Cooper served as Senior Vice President, MVP Engineering and Construction for Equitrans Midstream from September 2018 to July 2019. Prior to the ~~EQGP General Partner since March~~Separation, Mr. Cooper held various roles of increasing responsibility from the time he joined EQT in 2003. In 2014, Mr. Cooper was promoted to Senior Vice President of Midstream Engineering and Construction of a subsidiary of EQT. He became Senior Vice President of Midstream Engineering, Construction and Land of that EQT subsidiary in late 2016, and assumed the role of Senior Vice President, MVP Engineering and Construction of that subsidiary in 2017, a role he held up to the Separation.

Mr. Cooper brings to the Board over 30 years of engineering, construction and other operational expertise in the energy industry and a deep understanding of the operations and culture of EQM.

Mr. Karam was appointed as a director and as President and Chief Executive Officer of the ~~RMP~~Former EQM General Partner in August 2018 and assumed the role of Chairman of the Board in October 2018. Mr. Karam remained in these positions with the EQM General Partner following the completion EQM IDR Transaction (except that in July 2019 Ms. Charletta assumed the role of President of the EQM General Partner). In September 2018, he was appointed President and Chief Executive Officer of Equitrans Midstream and was appointed to the board of Equitrans Midstream in November 2018 upon the Separation. In July 2019, Mr. Karam assumed the role of Chairman and retained the role of Chief Executive Officer of Equitrans Midstream while

Ms. Charletta assumed the role of President. Mr. Karam served as the President and Chief Executive Officer and a director of the EQGP General Partner from August 2018 through the EQGP Buyout and chairman of the board from October 2018 through the EQGP Buyout. He served as Senior Vice President and President, Midstream, of EQT from August 2018 until the Separation in November 2018. Mr. Karam also served on EQT’s board of directors from November 2017 until the Separation.

Mr. Karam brings to the Board extensive business and executive experience. He has been a senior executive and entrepreneur in the midstream energy sector for more than 25 years. He is the founder and served as chairman of Karbon Partners, LLC, which invests in, owns, constructs, and operates midstream energy assets, from April 2017 to August 2018. Mr. Karam previously served as the founder, chairman and chief executive officer of PennTex Midstream Partners, LLC (PennTex), a publicly traded master limited partnership with operations in North Louisiana and the Permian Basin from 2014 until its sale to Energy Transfer Partners in 2016. Preceding PennTex, he was the founder, chairman and chief executive officer of Laser Midstream Partners, LLC, one of the first independent natural gas gathering systems in the northeast Marcellus Shale, from 2010 until 2012 when it was acquired by Williams Partners. Prior to Laser, Mr. Karam was the president, chief operating officer and director of Southern Union Company, where he led its successful transformation from a large LDC company to one of the largest pipeline companies in the United States at the time.

Prior to Southern Union Company, Mr. Karam was the president and chief executive officer of Pennsylvania Enterprises and PG Energy, a natural gas utility in central and northeastern Pennsylvania until its acquisition by Southern Union Company. Mr. Karam began his professional career in investment banking with Legg Mason Inc. and Thomson McKinnon.

Mr. Oliver was appointed as Senior Vice President, Chief Financial Officer and a director of the Former EQM General Partner in October 2018 and maintained the same positions with EQM General Partner following the completion of the EQM IDR Transaction. Mr. Oliver was appointed Senior Vice President and Chief Financial Officer for Equitrans Midstream in September 2018. He also served as the senior vice president, chief financial officer and a director of the EQGP General Partner from October 2018 through the EQGP Buyout. Prior to joining Equitrans Midstream, he was Chief Financial Officer for UGI Corporation, which distributes, stores and markets energy products and related service, from October 2012 through May 2018. Mr. Oliver has a well-rounded and in-depth financial background, including more than 10 years as a public company chief financial officer with responsibility for accounting, audit, budgeting, investor relations, tax, treasury, and risk management. With decades of work in the energy sector, he has extensive experience in capital markets and bank financing, restructuring activities, mergers and acquisitions, financial controls and processes, productivity improvements, as well as organizational change.

Mr. Oliver began his professional career as an engineer in 1981 with Motorola, Inc., and in 1987, he made the move to the financial sector, joining Lehman Brothers as an associate working in the Global Power & Energy Group where he managed the firm’s relationships with major power and energy companies. During his 11-year tenure with Lehman, his responsibilities included various investment banking transactions, equity and debt issuances, and mergers & acquisitions advisory; he was promoted to vice president in 1991 and to senior vice president in 1994. In 1998, Mr. Oliver joined TXU Corp as vice president, treasurer, and assistant secretary where he led the successful development and execution of a strategy to restructure the company, rationalize assets, strengthen the balance sheet, and restore investor confidence. He became senior vice president of finance in 2000 and was promoted to executive vice president and chief financial officer in 2004. Mr. Oliver worked as a consultant and senior executive for Hunt Power, L.L.C. from 2006-2008; he then became senior vice president and chief financial officer for Allegheny Energy, Inc. from 2008-2011, during which time he realigned reporting segments, streamlined the investor relations disclosure reporting, and helped to implement several transactions, including the merger with FirstEnergy.

Mr. Oliver brings to the Board extensive public company financial expertise and extensive experience in the energy sector.

Mr. Pietrandrea was appointed as Controller of the EQM General Partner in July 2019 and assumed the role of Vice President and Chief Accounting Officer in August 2019. He was appointed Vice President and Chief Accounting of Equitrans Midstream in August 2019, after serving as controller of certain subsidiaries of Equitrans Midstream since the Separation on November ~~2017.~~12, 2018. Prior to joining Equitrans Midstream, Mr. ~~Schlotterbeck~~ Pietrandrea served in various roles of increasing responsibility at a subsidiary of EQT, including Director, Partnership Accounting and Reporting, from October 2013 through February 2017, Controller, from March 2017 through February 2018, and Vice President and Controller, from March 2018 through the Separation.

Ms. Washington was appointed as a director of the Former EQM General Partner in ~~January 2017. Prior to being elected as Chief Executive Officer of EQT, Mr. Schlotterbeck served as President, EQT Corporation~~February 2013 and President, Exploration and Production from December 2015 to February 2017; Executive Vice President, EQT Corporation and President, Exploration and Production from December 2013 to December 2015; and Senior Vice President, EQT Corporation and President, Exploration and Production from April 2010 to December 2013. Mr. Schlotterbeck has also served as a director of EQT since January 2017, a director of the EQGP General Partner since January 2015 and a director of the RMP General Partner since November 2017.

Mr. Schlotterbeck brings extensive business, senior management and natural gas industry experience to the Board, having held various senior management and petroleum engineering positions within the energy industry over the past 29 years. Mr. Schlotterbeck led EQT's production business from 2008 until his promotion to Chief Executive Officer. In his role, Mr. Schlotterbeck was responsible for, among other things, executing EQT's natural gas production growth strategy. Mr. Schlotterbeck's extensive industry knowledge and senior management experience enables him to bring valuable perspectives regarding the natural gas industry and business management issues.

~~Ms. Smith~~ was appointed as Chief Accounting Officer of the EQM General Partner in September 2016. Ms. Smith has also served as the Chief Accounting Officer of the EQGP General Partner and EQT since September 2016 and as the Chief Accounting Officer of the RMP General Partner since November 2017. Ms. Smith served as Vice President and Controller of EQT's midstream and commercial businesses from March 2013 to September 2016; and as Vice President and Controller of EQT's midstream business from January 2013 to March 2013.

~~Ms. Washington~~ ~~was appointed as~~remained a director of the EQM General Partner ~~in February 2013.~~following the completion of the EQM IDR Transaction. She also serves as the Chair of its Conflicts Committee and a member of its Audit Committee, roles she also performed for the Former EQM General Partner. Ms. Washington is currently President of the Allegheny County Rehabilitation Corporation (AHRCO), a privately held residential property management company serving Western Pennsylvania. She obtained such position in May 2008. Ms. Washington joined AHRCO in 2001 as Vice President of Development. Prior to joining AHRCO, Ms. Washington was a senior consultant with PricewaterhouseCoopers, LLP.

Ms. ~~Washington's~~Washington’s service as President of a private company provides significant senior management, leadership and financial experience. Ms. Washington utilizes her broad business experience to provide valuable insights with respect to general business and management issues facing EQM.

Meetings of Non-Management Directors and Communications with Directors

At least annually, the independent directors of the EQM General Partner meet in executive session without management participation or participation by non-independent directors. Mr. Bryson, as the Chairman of the Audit Committee,

serves as the presiding director for such executive sessions. The presiding director may be contacted by mail or courier service c/o ~~EQT Midstream~~EQGP Services, LLC, ~~625 Liberty Avenue, Suite 1700, Pittsburgh,~~2200 Energy Drive, Canonsburg, Pennsylvania ~~15222,~~15317, Attn: Presiding Director or by email at ~~presidingdirector@eqtmidstreampartners.com.~~

EQMPresidingDirector@equitransmidstream.com.

Committees of the Board of Directors

The Board has two standing committees: an Audit Committee and a Conflicts Committee. The NYSE does not require a publicly traded limited partnership like EQM to have a majority of independent directors on the board of directors of its general partner or to establish a compensation or a nominating and corporate governance committee.

Audit Committee

The EQM General Partner is required by the NYSE to have an Audit Committee of at least three members and all of the Audit Committee members must meet the independence and experience requirements established by the NYSE and the Exchange Act.

The Audit Committee consists of Messrs. Bryson (Chair) and ~~Bott~~Burke and Ms. Washington. Each member of the Audit Committee satisfies the independence requirements established by the NYSE and the Exchange Act and is financially literate. Additionally, the Board has determined that each member of the Audit Committee qualifies as an ~~"audit~~“audit committee financial ~~expert"~~expert” as such term is defined under the ~~SEC's~~SEC’s regulations. This designation is a disclosure requirement of the SEC related to each Audit Committee ~~member's~~member’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon the Audit Committee members any duties, obligations or liabilities that are greater than those generally imposed on them as members of the Audit Committee and the Board. As audit committee financial experts, each member of the Audit Committee also has the accounting or related financial management expertise required by the NYSE rules.

The Audit Committee assists the Board in its oversight of the integrity of ~~EQM's~~EQM’s financial statements and compliance with legal and regulatory requirements and corporate controls. The Audit Committee has the sole authority to retain and terminate ~~EQM's~~EQM’s independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by ~~EQM's~~EQM’s independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and qualifications of ~~EQM's~~EQM’s independent registered public accounting firm.

Conflicts Committee

The Conflicts Committee consists of ~~Messrs. Bott~~Ms. Washington (Chair) and ~~Bryson and Ms. Washington.~~Mr. Bryson. The Conflicts Committee, upon request by the EQM General Partner, determines whether certain transactions, which may be deemed conflicts of interest, are in the best interests of ~~EQM. EQM's~~EQM and its unitholders. EQM’s partnership agreement does not require that the EQM General Partner seek the approval of the Conflicts Committee for the resolution of any conflict. The members of the Conflicts Committee may not be officers or employees of the EQM General Partner or directors, officers or employees of its affiliates, may not hold an ownership interest in the EQM General Partner or its affiliates other than EQM common units or awards under any long-term incentive plan, equity compensation plan or similar plan implemented by the EQM General Partner or EQM, and must meet the independence standards established by the NYSE and the Exchange Act to serve on the Audit Committee. Any matters approved by the Conflicts Committee in good faith will be deemed to be approved by all of ~~EQM's~~EQM’s partners and not a breach by the EQM General Partner of any duties it may owe EQM or its unitholders. Any unitholder challenging any matter approved by the Conflicts Committee will have the burden of proving that the members of the Conflicts Committee did not subjectively believe that the matter was in the best interests of EQM. Moreover, any acts taken or omitted to be taken in reliance upon the advice or opinions of experts such as legal counsel, accountants, appraisers, management consultants and investment bankers, where the EQM General Partner (or any members of the Board including any member of the Conflicts Committee) reasonably believes the advice or opinion to be within such ~~person's~~person’s professional or expert competence, shall be conclusively presumed to have been done or omitted in good faith.

Governance Principles

EQM has adopted a code of business conduct and ethics applicable to all directors, officers, employees, and other personnel of EQM and its subsidiaries, as well as ~~EQM's~~EQM’s suppliers, vendors, agents, contractors and consultants. The code of business conduct and ethics, along with ~~EQM's~~EQM’s corporate governance guidelines and Audit Committee charter, are posted on ~~EQM's~~EQM’s website, ~~www.eqtmidstreampartners.com~~www.eqm-midstreampartners.com (accessible under the ~~"Governance"~~“Governance” caption of the ~~"Investors"~~“Investors” page), and a printed copy of any of these documents will be delivered free of charge on request by writing to the Corporate Secretary of the EQM General Partner by mail or courier service c/o ~~EQT Midstream~~EQGP Services, LLC, ~~625 Liberty Avenue, Suite 1700,~~

~~Pittsburgh,~~2200 Energy Drive, Canonsburg, Pennsylvania ~~15222,~~15317, Attn: Corporate Secretary. EQM intends to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on ~~EQM's~~EQM’s website.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires that the directors and executive officers of the EQM General Partner and all persons who beneficially own more than 10% of EQM's common units file initial reports of ownership and reports of changes in ownership of EQM's common units with the SEC. As a practical matter, EQM assists the directors and executive officers of the EQM General Partner by monitoring transactions and completing and filing Section 16 reports on their behalf.

Based solely upon EQM's review of copies of filings or written representations from the reporting persons, EQM believes that all reports for the executive officers and directors of the EQM General Partner and persons who beneficially own more than 10% of EQM's common units that were required to be filed under Section 16(a) of the Exchange Act in 2017 were filed on a timely basis.

Item 11. Executive Compensation

Definitions of terms that are used, but not defined, in the Compensation Discussion and Analysis (CD&A) below can be found in the "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table." The "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" and the CD&A below contain references to EQT’s adjusted earnings before interest, taxes, depreciation and amortization, or "EBITDA", a financial measure that has not been calculated in accordance with generally accepted accounting principles (GAAP), which is also referred to as a non-GAAP supplemental financial measure. Please see Exhibit 99.3 to this Annual Report on Form 10-K for a reconciliation of EQT's 2017 adjusted EBITDA to EQT’s net income, the most directly comparable GAAP financial measure, as well as other important disclosures regarding non-GAAP financial measures.

COMPENSATION DISCUSSION AND ANALYSIS

EQM does not directly employ any of the persons responsible for managing its business. EQM is managed and operated by the directors and officers of the EQM General Partner. ~~EQT~~Equitrans Midstream employs and compensates all of the individuals who service EQM, including the executive officers of the EQM General Partner, and these individuals devote such portion of their productive time to EQM’s business and affairs as is required to manage and conduct EQM’s operations. EQM reimburses ~~EQT~~Equitrans Midstream for salaries, long- and short-term incentives and related benefits and expenses for the employees of ~~EQT~~Equitrans Midstream who provide services to EQM pursuant to the terms of ~~EQM’s omnibus agreement.~~the Equitrans Midstream Omnibus Agreement. Please ~~read Item 13, "Certain~~see “Item 13. Certain Relationships and Related Transactions, and Director Independence - Agreements with ~~EQT~~Equitrans Midstream - Equitrans Midstream Omnibus Agreement."”

~~The officers~~This Compensation Discussion and Analysis (CD&A) describes the objectives, principles and components of Equitrans Midstream’s compensation program as well as the material elements of the compensation for the EQM General ~~Partner discussed below as our~~Partner’s named executive officers ~~for 2017 are:~~(NEOs).

2019 Named Executive Officers

~~Steven T. Schlotterbeck,~~As of December 31, 2019, the EQM General Partner’s NEOs were:


▪	Thomas F. Karam, Chairman and Chief Executive Officer


▪	Kirk R. Oliver, Senior Vice President and Chief Financial Officer


▪	Diana M. Charletta, President and Chief Operating Officer


▪	Brian P. Pietrandrea, Vice President and Chief Accounting Officer

The EQM General Partner’s NEOs serving at the end of 2019, Messrs. Karam, Oliver and ~~Chief Executive Officer;~~

~~Robert J. McNally, Senior~~Pietrandrea and Ms. Charletta, are also executive officers of Equitrans Midstream. This CD&A and the executive compensation tables in this Form 10-K also include Phillip D. Swisher, Former Vice President and Chief ~~Financial Officer;~~

~~Jeremiah J. Ashcroft, III, Senior Vice President and Chief Operating Officer;~~

~~Jimmi Sue Smith, Chief~~ Accounting ~~Officer;~~

~~David L. Porges, Chairman and former President and Chief Executive Officer;~~

~~Randall L. Crawford, former Executive Vice President and Chief Operating Officer; and~~

~~M. Elise Hyland, former Senior Vice President and Chief Operating Officer.~~

~~These individuals constitute all individuals who were executive officers of the EQM General Partner during 2017.~~

Consistent with a transition plan relating to the retirement of Mr. Porges as Chief Executive Officer announced in October 2016 by EQT Corporation and the EQM General Partner, Mr. Schlotterbeck became the Chief Executive Officer of the EQM General Partner and Equitrans Midstream, who is required to be included as an NEO under the SEC rules. Mr. Swisher was not employed by Equitrans Midstream at December 31, 2019. We discuss certain aspects of Mr. Swisher’s 2019 compensation in ~~March 2017.~~this CD&A and describe compensation received upon his departure from Equitrans Midstream in the section titled “Payments Upon becoming Chief Executive Officer, Mr. Schlotterbeck announced that Ms. Hyland (previously Executive Vice President, Midstream Operations and Engineering, EQT Gathering, LLC since September 2013) would defer a planned retirement to serve as the PresidentTermination of ~~EQT’s midstream business unit (which includes EQM) and as Senior Vice President and Chief Operating Officer~~Employment or Change of the EQM General Partner pending the identification of a successor to Mr. Crawford. Mr. Crawford stepped down from his roles with EQT and the EQM General Partner in early 2017, exercising the “good reason” termination provisions of his confidentiality, non-solicitation and non-competition agreement with EQT. Mr. Ashcroft, the current President of EQT’s midstream business unit, was hired by EQT in August 2017. Ms. Hyland then transitioned to the role of Senior Vice President, Special Projects of EQT and is expected to retire in March 2018.

The executive officers of our general partner are (or were) also executive officers of EQT. Messrs. Schlotterbeck, McNally, and Porges and Ms. Smith are (or were) also executive officers of the EQGP General Partner, and Messrs. Schlotterbeck and McNally and Ms. Smith are also executive officers of the RMP General Partner.

Control.”

Neither EQM nor the EQM General Partner has a compensation committee. All decisions as to the compensation of the executive officers of the EQM General Partner are made by the Management Development and Compensation Committee of the Board of Directors of ~~EQT~~Equitrans Midstream (the ~~EQT~~Equitrans Midstream MDC Committee). Therefore, neither EQM nor the EQM General Partner has any policies or programs relating to compensation, and neither EQM nor the EQM General Partner ~~make~~makes decisions relating to compensation, though from time to time the Board of Directors of the EQM General Partner may be asked to approve awards granted under the ~~EQT Midstream~~Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan. ~~We expect~~The EQM General Partner expects any such future awards to be ~~previously approved~~pre-approved by the ~~EQT~~Equitrans Midstream MDC Committee as part of the executive’s total ~~EQT~~Equitrans Midstream compensation. None of the executive officers of the EQM General Partner have employment agreements with the EQM General Partner or EQM or are otherwise specifically compensated for their service as an executive officer of the EQM General Partner.

A discussion of ~~EQT’s~~Equitrans Midstream’s compensation policies and programs as they apply ~~(or applied)~~ to ~~EQT’s~~Equitrans Midstream’s named executive officers ~~including Messrs. Schlotterbeck, McNally, Ashcroft, Porges, and Crawford and Ms. Hyland~~ will be ~~set forth~~included in ~~EQT’s proxy statement for its 2018 Annual Shareholder Meeting or in an amendment to EQT’s Annual Report on Form 10-K for the year ended December 31, 2017 (in either case, EQT’s~~Equitrans Midstream’s Disclosure ~~Document). Except as described in this CD&A, those same policies and programs also apply to Ms. Smith.~~

~~EQT’s~~Document. Equitrans Midstream’s Disclosure Document will also contain a discussion of the ~~2017 and 2018~~2019 compensation of Messrs. ~~Schlotterbeck, McNally, Ashcroft, Porges,~~Karam, Oliver and ~~Crawford~~Pietrandrea and Ms. ~~Hyland.~~Charletta. A discussion of the ~~2017 and 2018~~

2019 compensation ~~for Ms. Smith~~of Mr. Swisher is set forth below and was provided by ~~EQT.~~

~~EQT’s~~Equitrans Midstream. Equitrans Midstream’s Disclosure Document will be available upon its filing (expected ~~not~~no later than April 30, ~~2018)~~2020) on the SEC’s website at www.sec.gov and on ~~EQT’s~~Equitrans Midstream’s website at ~~www.eqt.com~~www.equitransmidstream.com by clicking on the “Investors” link on the main page followed by the “Financial Filings” and “SEC Filings” ~~link. EQT’s~~links. Equitrans Midstream’s Disclosure Document will also be available free of charge upon request by a unitholder to the Corporate Secretary of the EQM General Partner by mail or courier service c/o ~~EQT Midstream~~EQGP Services, LLC, ~~625 Liberty Avenue, Suite 1700, Pittsburgh,~~2200 Energy Drive, Canonsburg, Pennsylvania ~~15222,~~15317, Attn: Corporate Secretary.

~~Components Of The EQT Compensation Program~~

THE EQUITRANS MIDSTREAM COMPENSATION PROGRAM

The following ~~describes each element of EQT’s~~discussion outlines the targeted 2019 executive compensation ~~arrangements~~program and what Equitrans Midstream actually paid the EQM General Partner’s NEOs (other than Mr. Swisher) for 2019 performance. A description of Mr. Swisher’s 2019 compensation is addressed separately in this CD&A as he was not employed with ~~Ms. Smith. Such~~Equitrans Midstream throughout the entirety of 2019.

Three Key Elements of Compensation

Equitrans Midstream’s 2019 executive compensation ~~arrangements include:~~program is based on three key elements of compensation: base salary, annual incentives (STIP) and long-term incentives ~~health~~(LTIP). The following discussion describes the Equitrans Midstream MDC Committee’s decisions and ~~welfare benefits, retirement programs, perquisites,~~actions relating to setting and ~~a non-compete agreement.~~paying each element for 2019.

2019 Base Salaries

~~As will be described in more detail in EQT’s Disclosure Document,~~The Equitrans Midstream Board, upon the ~~EQT~~recommendation of the Equitrans Midstream MDC Committee, ~~uses peer groups:~~

~~to help establish~~approved the base ~~salary and target annual and long-term incentives;~~

~~to ensure that the total direct compensation (base salary and target annual and long-term incentives) is competitive; and~~

~~in measuring relative company performance for some of EQT’s long-term incentive programs.~~

For establishing the compensation of Ms. Smith the EQT MDC Committee utilized a general industry peer group of companies, consisting of companies with revenues of $1 billion to $3 billion for Ms. Smith’s 2017 compensation and revenues of $3 billion to $6 billion for Ms. Smith’s 2018 compensation. The general industry peer companies for 2017 and 2018 aresalaries set forth ~~on Exhibits 99.1 and 99.2 to this Form 10-K. References in this CD&A to~~below for each of the ~~"market" (as in compensation was above, below or approximated the "market" median) refer to the general industry peer group for the applicable year. Separate energy industry peer groups~~EQM General Partner’s NEOs who are used to measure relative company performance for some of EQT’s long-term incentive programs. The energy-industry peer companies for EQT’s 2017 and 2018 compensation programs will be set forth in EQT’s Disclosure Document.

~~Base Salary~~

Ms. Smith’s base salary was increased to $242,250 when she assumed her position in September 2016. Her base salary remained the same throughout 2017, slightly below the market median for her position in light of her relative level of experience. Consistent with the treatment of EQT’s other executive officers ~~Ms. Smith’s base salary~~of Equitrans Midstream for ~~2018 was increased by 5% over her 2017 base salary.~~

~~Annual Incentive~~

For the 2017 plan year, Ms. Smith participated in EQT’s Executive Short-Term Incentive Plan (the EQT Executive STIP), which will be described in EQT’s Disclosure Document. Ms. Smith’s target award under the EQT Executive STIP was $102,360, reflecting the market median for her position. Based upon EQT’s level of achievement with respect to the approved performance metric and Ms. Smith’s incentive target and performance on EQT, business unit and individual value drivers, the EQT MDC Committee awarded Ms. Smith $250,000, which represented 244% of her target award. Ms. Smith’s role with EQT is management of the accounting functions. Her bonus recognized her performance on EQT, business unit and individual value drivers in 2017, including:

~~providing strong oversight for accounting disclosure and control systems as evidenced by the lack of significant internal control or financial reporting deficiencies;~~

~~effective implementation of new applicable accounting standards;~~

~~overseeing and coordinating public filings for four pubic registrants; and~~

~~strategic thinking and financial integration efforts concerning the acquisitions during the year.~~

For the 2018 plan year, Ms. Smith will again participate in the EQT Executive STIP, which will be described in EQT’s Disclosure Document. Ms. Smith’s 2018 target award is $112,000, reflecting the market median.

~~Long-Term Incentives~~

~~2017 Long-Term Incentive Awards (EQT 2017 Restricted Share Units, EQT 2017 Incentive PSU Program, and EQT 2017 Value Driver PSU Program)~~

The EQT MDC Committee typically contemplates differing sets for awards for differing levels of employees, completing the long-term incentive program design in late fall of the preceding year and approving awards in December with a January 1 grant date.

Following analysis of EQT’s long-term incentive programs, and with input from its independent compensation consultant, the 2017 long-term incentive program designed by the EQT MDC Committee for Ms. Smith was as follows:2019:



~~TYPE OF AWARD~~Name	~~PERCENT OF AWARDED VALUE~~Title	~~RATIONALE~~Base Salary
~~EQT 2017 Restricted Share Unit Awards~~Thomas F. Karam	~~25%~~Chairman and Chief Executive Officer	EQT 2017 restricted share unit awards are a strong retention tool for executives that also align their interests with the long-term interests of shareholders, though such awards contain less leverage than options and performance units.$675,000
~~EQT 2017 Incentive PSU Program~~Kirk R. Oliver	~~25%~~Senior Vice President and Chief Financial Officer	~~EQT 2017 Incentive PSU Program performance units drive long-term value directly~~$500,000
Diana M. Charletta	President and Chief Operating Officer	$450,000*
Brian P. Pietrandrea	Vice President and Chief Accounting Officer	$224,000*

The Equitrans Midstream Board increased Ms. Charletta’s annual base salary from $400,000 to $450,000 in July 2019 to reflect her additional responsibilities upon taking on the role as President in addition to continuing as Chief Operating Officer. Likewise, the Equitrans Midstream Board increased Mr. Pietrandrea’s annual base salary from $205,000 to $224,000 to reflect his additional responsibilities upon taking on the role as Vice President and Chief Accounting Officer.

2019 Annual Incentives (STIP)

The Equitrans Midstream 2019 Short-Term Incentive Plan (STIP) focuses the Equitrans Midstream NEOs’ attention on achieving key near-term goals that drive long-term performance for Equitrans Midstream. In 2019, the Equitrans Midstream STIP’s performance goals and results were as shown:



Equitrans Midstream EBITDA 50% Weight
Threshold ($ in billions)	Target ($ in billions)	Maximum ($ in billions)	2019 Results* ($ in billions)
$1.175	$1.263	$1.351	$1.271
50%	100%	200%	109%

As provided under the STIP, the 2019 Results Equitrans Midstream EBITDA calculation excludes: (i) EBITDA and expenses related to ~~EQT share performance but allow~~2019 acquisitions; and (ii) non-recurring, non-operational gains, losses and impairments. See Exhibit 99.1 to this Form 10-K for a reconciliation of Equitrans Midstream EBITDA to net income (loss), the ~~delivery~~most directly comparable GAAP financial measure.



Controllable Costs 25% Weight
Threshold ($ in millions)	Target ($ in millions)	Maximum ($ in millions)	2019 Results* ($ in millions)
$364	$340	$316	$262
50%	100%	200%	200%


*	Controllable Costs is calculated as the sum of ~~some value~~Equitrans Midstream’s Operating and maintenance expenses and Selling, general and administrative expenses. As provided under the STIP, the 2019 Results Controllable Costs excludes specified circumstances or events that occurred during the 2019 plan year, as described above.



HSE Metrics (25% Weight)
Rate	Threshold	Target	Maximum	2019 Results
Incidents with Serious Potential Rate (10%)	1.91	1.56	1.22	0.81
Adjusted Incidents with Serious Potential Rate (5%)	If Actual Rate ‘0’ - Matches Incidents with Serious Potential Incident Payout			0
Controllable Erosion and Sediment Rate (10%)	0.66	0.54	0.42	0.13
	50%	100%	200%	200%


•	Incidents with Serious Potential (ISP) Rate: Measures events with precursors that can lead to serious injuries and fatalities.


•	Adjusted Incidents with Serious Potential Rate: ISP rate is adjusted by the rate of Observation with Serious Potential (OSP). An OSP is an observation of an activity with precursors that has the potential to become an ISP before the event occurs.


•	Controllable Erosion and Sediment Rate: Measures erosion and sediment incidents that are due to the holder, assuming relative performance, even if EQT’s share price declines. The EQT MDC Committee believes that performance units have stronger retention value than options but less leverage in a rising share price environment. The performance metrics for this program are total shareholder return relative to the 2017 industry peer groupfault of ~~companies and absolute natural gas sales volume growth, in each case over the three year performance period.~~
~~EQT 2017 Value Driver PSU Program~~	~~50%~~	EQT 2017 Value Driver PSU Program performance units drive the focus of the executive on activities aligned with EQT’s business plan and on EQT, business unit, and individual value drivers, which activities are critical to EQT’s long-term success. The performance metric for this program is adjusted 2017 EQT EBITDA compared to business plan.Equitrans Midstream, whether by design, construction or management.



(1)	Type of Award:

~~PSU = 2017~~

STIP = Equitrans Midstream Corporation 2019 Short-Term Incentive Plan Award

PSU = 2019 Performance Share Unit Program Awards

RS = 2019 Restricted Share Awards

~~ESTIP = EQT Executive STIP for the 2017 Plan Year~~

~~SO = EQT Stock Options~~

~~RS = EQT Restricted Share and Unit Awards~~

~~VDA = 2017 Value Driver PSU Program~~


(2)	These columns reflect the annual incentive award target and maximum amounts ~~payable~~granted under the EQT Executive STIP for the 2017 plan year. Under the EQT Executive STIP, a formula based on adjusted 2017 EQT EBITDA compared to EQT's business plan establishes the maximum payment from which the EQT MDC Committee typically exercises its discretion downward in determining the actual payment.STIP. The payout amounts could range from no payment, to the percentage of actual base salary earned for 2019 identified as the target annual incentive award (target), to ~~$5 million~~two times the target annual incentive award (maximum). ~~See "Non-Equity Incentive Plan Compensation - EQT Executive Short-Term Incentive Plan (EQT Executive STIP)"~~For details regarding the performance metrics under the ~~caption "Narrative Disclosure to Summary~~STIP, see “2019 Annual Incentives (STIP)” in the Compensation ~~Table~~Discussion and ~~2017 Grants of Plan-Based Awards Table" below for further discussion of the EQT Executive STIP for the 2017 plan year.~~

	Analysis above.
(3)	These columns reflect the target and maximum number of units payable under the ~~2017 Incentive~~2019 PSU Program. For details regarding the 2019 PSU Program and awards, see “Long-Term Incentive Program (LTIP)” in the ~~2017 Value Driver PSU Program. Under~~Compensation Discussion and Analysis above. The awards vest on the ~~2017 Incentive PSU Program, the performance measures are EQT's total shareholder return (TSR) over the period January 1, 2017 through~~payment date following December 31, 2019, as ranked among the comparably measured TSR of an industry peer group, and EQT's compound annual production sales volume growth. The payout amounts for the 2017 Incentive PSU Program could range from 0% of units granted,2021, subject to 100% of units granted (target), to 300% of units granted (maximum), dependent upon the satisfaction of the performance measures over the performance period. Under the 2017 Value Driver PSU Program, the performance metric is adjusted 2017 EQT EBITDA compared to EQT's business plan. The 2017 Value Driver PSU Program payout amounts could range from 0% of awards granted, to 100% of awards granted (target), to 300% of awards granted (maximum), dependent upon adjusted 2017 EQT EBITDA compared to EQT's 2017 business plan. See "Stock Awards - EQT 2017 Incentive Performance Share Unit Program (2017 Incentive PSU

Program)" and "Stock Awards - EQT 2017 Value Driver Performance Share Unit Award Program (2017 Value Driver PSU Program)" under the caption "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" below for further discussion of the 2017 Incentive PSU Program and the 2017 Value Driver PSU Program.

	continued employment with Equitrans Midstream.
(4)	This column reflects the number of time-based restricted ~~EQT~~ shares ~~and/or EQT share units~~ granted to the named executive officers. ~~See "Stock Awards - 2017 EQT Restricted Share and Unit Awards" under~~For details regarding the ~~caption "Narrative Disclosure to Summary Compensation Table and 2017 Grants of Plan-Based Awards Table" below for further discussion~~terms of the ~~2017 EQT Restricted Share~~restricted share awards, see “Long-Term Incentive Program (LTIP)” in the Compensation Discussion and ~~Unit Awards.~~Analysis above. Each grant mentioned in this column vests on January 1, 2022, subject to continued employment with Equitrans Midstream through the vesting date.

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND ~~2017~~2019 GRANTS OF PLAN-BASED AWARDS TABLE

Confidentiality, Non-Solicitation and Non-Competition Agreements

~~Set forth below is a discussion of~~Messrs. Karam, Oliver, Pietrandrea and Swisher and Ms. Charletta have confidentiality, non-solicitation and non-competition agreements with Equitrans Midstream. In each such agreement, the material elements of compensation paid to our named executive officers as reflected in the Summary Compensation Table and the 2017 Grants of Plan-Based Awards Table. Such discussion contains statements regarding future EQT performance targets and goals. These targets and goals are disclosed in the limited context of EQT’s compensation programs, may have been established one or more years ago, and should not be understood to be statements of EQT’s expectations or estimates of future company results or other guidance. EQM specifically cautions investors not to apply these statements in other contexts. This discussion should be read in conjunction with the Summary Compensation Table and the 2017 Grants of Plan-Based Awards Table above.

~~Base Salary~~

~~The base salary for each~~ named executive officer ~~reflected in~~agrees, among other things, to the ~~Summary Compensation Table above is~~following restrictive covenants:

restrictions on competition for 24 months (12 months for Messrs. Pietrandrea and Swisher);

restrictions on customer solicitation for 24 months (12 months for Messrs. Pietrandrea and Swisher); and

restrictions on employee, consultant, vendor or independent contractor recruitment for 36 months (12 months for Messrs. Pietrandrea and Swisher).

In order to receive any severance benefits under his or her agreement, the ~~base salary actually earned~~named executive officer must execute and ~~reflects~~deliver to Equitrans Midstream a ~~proportionate amount~~general release of claims.

The agreements do not provide for any ~~increase made during~~tax gross-ups. In the ~~applicable year.~~

~~Non-Equity Incentive Plan Compensation - EQT Executive Short-Term Incentive Plan (EQT Executive STIP)~~

~~Messrs. Schlotterbeck and McNally and Mses. Smith and Hyland participated in~~event the EQT Executive STIP. Before or at the start of each year, the EQT MDC Committee establishes the performance measure for determining awards under the EQT Executive STIP. This performance measure establishes the maximum annual incentive award that the EQT MDC Committee may approve as "performance-based compensation"named executive officer would be subject to the ~~shareholder approved individual limit set forth~~20% excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the ~~EQT Executive STIP, but does not set an expectation for~~payments and benefits to the amount of annual incentive that will actually be paid. The EQT MDC Committee is permitted to exercise, and has generally exercised, downward discretion in determining the actual payout under the annual incentive plan. The EQT MDC Committee may not exercise upward discretion. The performance measure approved for the EQT Executive STIP for the 2017 plan year was adjusted 2017 EQT EBITDA (a non-GAAP financial measure calculated as set forth in Exhibit 99.3 to this Form 10-K), compared to EQT's 2017 business plan, as follows:



~~ADJUSTED 2017 EQT EBITDA~~ ~~COMPARED TO~~ ~~BUSINESS PLAN~~		~~PERCENTAGE OF ADJUSTED 2017~~ ~~EQT EBITDA AVAILABLE FOR~~ ~~EQT EXECUTIVE OFFICER 2017~~ ~~ANNUAL INCENTIVE AWARDS~~
~~At or above plan~~		2%
~~5% below plan~~		~~1.5%~~
~~25% below plan~~		1%
~~Greater than 25% below plan~~		~~No bonus~~

The percentage of adjusted 2017 EQT EBITDA available for eligible executive officer annual incentives was interpolated between levels and capped at 2%. Actual adjusted 2017 EQT EBITDA of $1,537 million exceeded plan by approximately 0.1%, which allowed the EQT MDC Committee to award annual incentives to EQT's eight eligible executive officers in an aggregate amount of $30.7 million, subject to a $5 million cap per executive officer. The EQT MDC Committee exercised its discretion to pay each eligible named executive officer ~~a lesser amount based on the individual's 2017 target award and 2017 performance on EQT, business unit and individual value drivers.~~

~~The EQT Executive STIP provides that the annual awards will~~would be paid in cash, subject to EQT MDC Committee discretion to pay in equity. The EQT MDC Committee typically considers settling awards in equity rather than cash only when an executive has not satisfied the applicable equity ownership guidelines.

~~Stock Awards - EQT 2017 Incentive Performance Share Unit Program (2017 Incentive PSU Program)~~

~~Awards under the 2017 Incentive PSU Program were granted on January 1 and March 1, 2017. The performance measures for the 2017 Incentive PSU Program are:~~

~~EQT's TSR over the period January 1, 2017 through December 31, 2019, as ranked among the comparably measured TSR of an industry peer group; and~~

~~EQT's compound annual production sales volume growth over the performance period.~~

The payout opportunity under the 2017 Incentive PSU Program ranges from no payout to three times the target award. The payout matrix and peer group for the 2017 Incentive PSU Program will be set forth in EQT's Disclosure Document. If earned, and contingent upon continued service with EQT through the payment date, the share units granted on January 1 to Mses. Smith and Hyland are expected to be distributed in cash in an amount equalreduced to the ~~target award (including accrued dividends) multiplied by~~maximum amount that does not trigger the ~~applicable payout multiple and by~~excise tax unless the closing price of EQT's common stock on December 31, 2019 and the other share units are expected to be distributed in shares of EQT common stock equal to the target award (including accrued dividends) multiplied by the applicable payout multiple.

~~Stock Awards - EQT 2017 Value Driver Performance Share Unit Award Program (2017 Value Driver PSU Program)~~

~~Awards under the 2017 Value Driver PSU Program were granted on January 1, 2017. Mses. Smith and Hyland were the only~~ named executive officers awarded performance awards under the 2017 Value Driver PSU Program. The performance measure for the 2017 Value Driver PSU Program was adjusted 2017 EQT EBITDA compared to EQT's 2017 business plan. The payout opportunity under the 2017 Value Driver PSU Program was:

~~no payout if the adjusted 2017 EQT EBITDA was less than EQT's business plan; or~~

three times the number of target awards granted if the adjusted 2017 EQT EBITDA equaled or exceeded EQT's business plan, subject to the EQT MDC Committee's discretion to determine that a lower performance multiple applied. In exercising its discretion the EQT MDC Committee was to considerofficer would retain greater value (on an after-tax basis) by receiving all payments and ~~be guided by performance on EQT, business unit,~~benefits and ~~individual value drivers.~~

~~Adjusted 2017 EQT EBITDA was $1,537 million, which satisfied the threshold performance goal~~paying all excise and ~~allowed the EQT MDC Committee to confirm performance awards equal to 3.0X each participating named executive officer's target award.~~

Fifty percent of the confirmed performance awards (including accrued dividends) are expected to vest and be distributed in cash in the first quarter of 2018, and the remainder is expected to vest and be distributed in cash in the first quarter of 2019, contingent upon continued service with EQT through the payment date. A reconciliation of adjusted 2017 EQT EBITDA to EQT’s net income ~~the most directly comparable GAAP financial measure, as well as other important disclosures regarding non-GAAP financial measures are set forth in Exhibit 99.3 to this Form 10-K.~~

~~Stock Awards - 2017 EQT Restricted Share and Unit Awards~~

EQT restricted shares were awarded on January 1, 2017 to Messrs. Schlotterbeck and McNally, on March 1, 2017 to Mr. McNally and Ms. Hyland, and on August 7, 2017 to Mr. Ashcroft. EQT restricted share units were awarded on January 1, 2017 to Ms. Smith and Ms. Hyland. The EQT restricted share and unit awards will vest on the third anniversary of the applicable grant date, contingent upon continued service with EQT through such date. If earned, the restricted shares will be distributed in shares of EQT common stock (including accrued dividends), and the restricted units will be distributed in cash in an amount equal to the awarded units (including accrued dividends) multiplied by the closing price of EQT's common stock on the business day preceding the vesting date for restricted shares and December 31, 2019 for restricted units.

~~Option Awards - EQT 2017 Options~~

Options for EQT common stock were awarded to Messrs. Schlotterbeck and McNally on January 1, 2017 with an exercise price of $65.40. Options for EQT common stock were awarded to Mr. McNally and Ms. Hyland on March 1, 2017 with an exercise price of $59.89. The options granted on January 1, 2017 expire on January 1, 2027 and vest on January 1, 2020, while the options granted on March 1, 2017 expire on March 1, 2027 and vest on March 1, 2020. In all cases, vesting is contingent upon continued service with EQT through the vesting date.

~~Ashcroft and Porges Bonuses~~

In connection with his agreement to become Senior Vice President, EQT and President, Midstream, and also Senior Vice President and Chief Operating Officer of the EQM General Partner in August 2017, Mr. Ashcroft negotiated a guaranteed bonus for 2017 of $482,740. The EQT MDC Committee granted Mr. Ashcroft an additional bonus of $17,260 and Mr. Porges a bonus of $500,000 for 2017.

~~Retirement Benefits~~

The named executive officers of the EQM General Partner participate in employee benefit plans and arrangements sponsored by EQT. EQT provides full discussion of its plans and arrangements in its filings with the SEC, including its annual proxy statement relating to the annual meeting of the shareholders of EQT, which filings are available on the SEC's website at www.sec.gov and on EQT's website at www.EQT.com on the "SEC Filings" page under the "Investors Relations" tab. The Corporate Secretary of the EQM General Partner will also provide a copy to you free of charge upon request.

taxes.

Outstanding Equity Awards at Fiscal Year-End

The ~~following~~ table ~~reflects all~~below provides additional information regarding each outstanding Equitrans Midstream or EQT equity ~~awards~~award, as applicable, held by the EQM General Partner’s named executive officers as of December 31, ~~2017. The named executive officers had no outstanding EQM, EQGP or RMP equity awards as of December 31, 2017.~~2019.

OPTION AWARDS EQUITY AWARDS
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
UNEXERCISABLE OPTION
EXERCISE
PRICE OPTION
EXPIRATION
DATE NUMBER OF
SHARES OR
UNITS OF
STOCK
THAT HAVE
NOT
VESTED MARKET
VALUE OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS THAT
HAVE NOT
VESTED EQUITY
INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT VALUE
OF UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE NOT
VESTED
(#) (#) (1) ($) (#) (2) ($) (3) (#) (4) ($) (5)
S.T. Schlotterbeck 44,800
—
54.79
1/1/2022
17,245
981,585
74,718
4,252,949
44,100
—
58.98
1/1/2023
—
—
130,005
7,399,885
26,300
—
89.78
1/1/2024
—
—
103,440
5,887,805
—
28,200
75.70
1/1/2025
—
—
—
—
—
48,400
52.13
1/1/2026
—
—
—
—
—
58,200
65.40
1/1/2027
—
—
—
—

R.J. McNally —
39,900
63.33
1/1/2026
7,665
436,292
106,941
6,087,082
—
25,900
65.40
1/1/2027
841
47,870
45,993
2,617,922
—
2,900
59.89
3/1/2027
—
—
5,019
285,681

J.J. Ashcroft, III —
—
—
—
34,464
1,961,691
—
—

J.S. Smith —
—
—
—
2,506
142,642
2,082
118,507
—
—
—
—
1,443
82,136
3,012
171,443
—
—
—
—
1,433
81,566
4,329
246,407
—
—
—
—
—
—
8,628
491,106

D.L. Porges 105,800
—
54.79
1/1/2022
—
—
143,010
8,140,129
92,400
—
58.98
1/1/2023
—
—
210,141
11,961,226
47,600
—
89.78
1/1/2024
—
—
—
—
—
53,900
75.70
1/1/2025
—
—
—
—
—
78,200
52.13
1/1/2026
—
—
—
—

R.L. Crawford 44,800
—
54.79
1/1/2022
—
—
62,772
3,572,982
44,100
—
58.98
1/1/2023
—
—
65,019
3,700,881
24,600
—
89.78
1/1/2024
—
—
—
—
23,700
—
75.70
1/1/2025
—
—
—
—
24,200
—
52.13
1/1/2026
—
—
—
—

M.E. Hyland 6,100
—
58.98
1/1/2023
1,603
91,243
14,448
822,380
—
19,700
59.89
3/1/2027
5,769
328,371
16,926
963,428
—
—
—
—
8,462
481,657
4,809
273,728
—
—
—
—
—
—
34,584
1,968,521
—
—
—
—
—
—
9,618
547,457



			EQUITY AWARDS
	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED		MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED		EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
	(#) (1)		($) (2)	(#) (3)		($) (4)
T. F. Karam	—		—	60,690	(j)	810,818
	60,059	(a)*	654,641	—		—
	53,564	(a)	715,610	—		—
	80,919	(e)	1,081,078	—		—
K. R. Oliver	—		—	11,988	(j)	160,160
	8,809	(a)*	96,017	—		—
	7,859	(a)	104,999	—		—
	15,984	(e)	213,546	—		—

~~(1)~~

The options reflected in this column are EQT options which vest according to the following schedule: the options expiring in 2025 vested on January 1, 2018, the options expiring on January 1, 2026 will vest on January 1, 2019, the options expiring on January 1, 2027 will vest on January 1, 2020, and the options expiring on March 1, 2027 will vest on March 1, 2020, except that Mr. Crawford's outstanding unvested options vested pursuant to his transition agreement. The vesting of option awards may accelerate.

See "Potential Payments Upon Termination or Change of Control" below for a discussion of, among other things, a revised vesting schedule and circumstances under which the vesting of an award will accelerate.

~~(2)~~

This column reflects (i) Ms. Smith's 2016 EQT restricted share unit award (including accrued dividends); (ii) the 2017 EQT Restricted Share and Unit Awards (including accrued dividends) and (iii) with respect to Mses. Smith and Hyland, the second tranche of the EQT Corporation 2016 Value Driver Performance Share Unit Award Program (2016 Value Driver PSU Program) (including accrued dividends). Ms. Smith's 2016 EQT restricted share unit award was granted on September 14, 2016 and is expected to vest on September 14, 2019, contingent upon continued service through such date. The 2017 EQT Restricted Share and Unit Awards were granted on January 1, March 1, and August 7, 2017 and are expected to vest on January 1, March 1, and August 7, 2020, respectively, contingent upon continued service through such dates. Performance awards under the EQT Corporation 2016 Value Driver PSU Program were confirmed as of January 31, 2017, and the second tranche of such awards converted to time-based restricted share units and vest upon payment which is expected to occur in the first quarter of 2018 contingent upon continued service through the payment date. The vesting of Ms. Smith's 2016 EQT restricted share unit award, the 2017 EQT Restricted Share and Unit Awards and the second tranche of the EQT Corporation 2016 Value Driver PSU Program may accelerate. See "Potential Payments Upon Termination or Change of Control" below for a discussion of, among other things, circumstances under which the vesting of an award will accelerate.

~~(3)~~

This column reflects the payout value at December 31, 2017 of Ms. Smith's 2016 EQT restricted share unit award; the 2017 EQT Restricted Share and Unit Awards and the second tranche of the 2016 Value Driver PSU Program (including in each case accrued dividends) determined by multiplying the number of shares or units, as applicable, shown in the column to the left by $56.92, the closing price of EQT's common stock on December 29, 2017. The actual payout value depends upon EQT's stock price: (i) on August 31, 2019 for Ms. Smith’s 2016 EQT restricted share unit award; (ii) December 31, 2019 for the 2017 EQT Restricted Unit Awards; and (iii) the day prior to vesting for the 2017 EQT Restricted Share Awards.

~~(4)~~

This column reflects performance units awarded but that had not yet vested at December 31, 2017 pursuant to the 2015 Executive Performance Incentive Program (2015 Incentive PSU Program), the 2016 Incentive Performance Share Unit Program (2016 Incentive PSU Program), the 2017 Incentive PSU Program, and the 2017 Value Driver PSU Program (including in each case accrued dividends). The number of performance units under all programs reflect maximum award levels because, through December 31, 2017, payout was projected above the target level for each program. Awards under the 2015 Incentive PSU Program and the first tranche of the 2017 Value Driver PSU Program will vest upon payment which is expected to occur in the first quarter of 2018, contingent upon continued service through such date. Prior to such date, payment of such awards may accelerate. Awards under the 2016 Incentive PSU Program, the 2017 Incentive PSU Program and the second tranche of the 2017 Value Driver PSU Program do not vest until payment following the end of the respective performance periods, contingent upon continued service through such dates, and such vesting may accelerate. See "Potential Payments Upon Termination or Change of Control" below for a discussion of, among other things, circumstances under which the vesting of an award will accelerate.

~~(5)~~

This column reflects the payout values at December 31, 2017 of unearned performance units granted under the 2015 Incentive PSU Program, the 2016 Incentive PSU Program, the 2017 Incentive PSU Program, and the 2017 Value Driver PSU Program (including in each case accrued dividends). The payout values are determined by multiplying the number of units as shown in the column to the left by $56.92, the closing price of EQT's common stock on December 29, 2017. The actual payout values under the programs depends upon, among other things, EQT's actual performance through the end of the applicable performance periods and EQT's closing stock price on: (i) the day prior to vesting for the 2015 Incentive PSU Program and the portions of the 2016 Incentive PSU Program and the 2017 Incentive PSU Program that are distributed in EQT shares; (ii) December 29, 2017 with respect to the first tranche of the 2017 Value Driver PSU Program; (iii) December 31, 2018 with respect to the second tranche of the 2017 Value Driver PSU Program and the portion of the 2016 Incentive PSU Program that is distributed in cash; and (iv) December 31, 2019 for the portion of the 2017 Incentive PSU Program that is distributed in cash.



D. M. Charletta		—		—	5,421	(h)*	59,089
		—		—	2,097	(i)*	22,859
		1,807	(b)*	19,697	—		—
		2,097	(c)*	22,860	—		—
		5,484	(g)*	59,770	—		—
		—		—	4,839	(h)	64,649
		—		—	1,871	(i)	24,999
		—		—	17,982	(j)	240,240
		1,613	(b)	21,548	—		—
		1,871	(c)	24,999	—		—
		23,976	(e)	320,319	—		—
		4,992	(g)	66,699	—		—
B.P. Pietrandrea		—		—	415	(i)*	4,528
		467	(b)*	5,090	—		—
		415	(c)*	4,528	—		—
		668	(d)*	7,280	—		—
		329	(f)*	3,587	—		—
		904	(g)*	9,849	—		—
		—		—	371	(i)	4,958
		—		—	1,798	(j)	24,021
		417	(b)	5,575	—		—
		371	(c)	4,958	—		—
		597	(d)	7,971	—		—
		2,398	(e)	32,037	—		—
		293	(f)	3,918	—		—
		825	(g)	11,020	—		—
P.D. Swisher		—		—	581	(j)	7,762
*In connection with the Separation, each outstanding award held by the EQM General Partner's NEOs was converted into an award in respect of both shares of EQT common stock and Equitrans Midstream common stock. The awards marked with an asterisk represent awards that are denominated in EQT common stock.
(1)	(a) For Mr. Karam, this column reflects the restricted shares granted to Mr. Karam in August 2018 that will vest on August 9, 2021, contingent upon continued service with Equitrans Midstream. For Mr. Oliver, this column reflects restricted stock units granted to Mr. Oliver in September 2018 that will vest on September 10, 2021, contingent upon continued service with Equitrans Midstream. (b) For Mr. Pietrandrea and Ms. Charletta, the identified awards in this column reflect restricted stock units granted by EQT in January 2017 that vested on January 1, 2020. (c) For Mr. Pietrandrea and Ms. Charletta, the identified awards in this column reflect restricted stock units granted by EQT in January 2018 that will vest on January 1, 2021, contingent upon continued service with Equitrans Midstream. (d) For Mr. Pietrandrea, the identified awards in this column reflect restricted stock units granted by EQT in May 2018 that will vest on May 17, 2021, contingent upon continued service with Equitrans Midstream. (e) For Messrs. Karam, Oliver and Pietrandrea and Ms. Charletta, the identified awards in this column reflect restricted shares granted by Equitrans Midstream in March 2019 that will vest on January 1, 2022, contingent upon continued service with Equitrans Midstream. (f) For Mr. Pietrandrea, the identified awards in this column reflect the restricted stock units granted under the EQT 2018 Strategic Implementation Award (2018 EQT SIA) which will vest on March 7, 2020, contingent upon continued service with Equitrans Midstream. (g) For Mr. Pietrandrea and Ms. Charletta, the identified awards in this column reflect the EQT 2018 Value Driver Share Unit Awards (EQT 2018 Value Driver Awards) granted in January 2018 that will vest on the payment date following December 31, 2019, contingent upon continued service with Equitrans Midstream.
(2)	This column reflects the payout value of unvested awards described in footnote (1) above. The payout value was determined by multiplying the number of shares or units by the closing price of the applicable company’s common stock as of December 31, 2019. The actual payout values depend upon, among other things, EQT or Equitrans Midstream’s closing stock price, as applicable, on the vesting dates, and subject to the terms of the applicable award.
(3)	(h) For Ms. Charletta, the identified awards in this column reflect performance share units granted in January 2017 under the EQT Corporation 2017 Incentive Performance Share Unit Program that will vest on the payment date following December 31, 2019, contingent upon continued service with Equitrans Midstream and the achievement of specified performance goals. The number of performance units reflects maximum award levels because, through December 31, 2019, payout was projected above target. (i) For Mr. Pietrandrea and Ms. Charletta, the identified awards in this column reflect performance share units granted in January 2018 under the EQT Corporation 2018 Incentive Performance Share Unit Program that will vest on the payment date following December 31, 2020, contingent upon continued service with Equitrans Midstream and the achievement of specified performance goals. The number of performance units reflects target award levels. (j) For Messrs. Karam, Oliver and Pietrandrea and Ms. Charletta, the identified awards in this column reflect performance share units granted in March 2019 under the 2019 PSU Program that will vest on the payment date following December 31, 2021, contingent upon continued service with Equitrans Midstream and the achievement of specified performance goals. For Mr. Swisher, the identified award in this column reflects the pro-rata performance share units granted in March 2019 under the 2019 PSU Program retained in connection with his retirement from Equitrans Midstream, that will vest on the payment date following December 31, 2021, subject to the achievement of specified performance goals. The number of performance units reflects threshold award levels because, through December 31, 2019, payout was projected below target.
(4)	This column reflects the payout values of the unvested awards described in footnote (3) above. The payout values were determined by multiplying the number of shares by the closing price of the applicable company’s common stock as of December 31, 2019. The actual payout values depend upon, among other things, achievement of performance goals and EQT or Equitrans Midstream’s closing stock price, as applicable, at the end of the applicable performance period.

Option Exercises and Stock Vested

The ~~following~~ table ~~reflects~~below sets forth the number of Equitrans Midstream or EQT shares acquired, as applicable, in the 2019 fiscal year as a result of the vesting of restricted stock units or the exercise of options ~~exercised by~~previously awarded to the EQM General Partner’s named executive ~~officers during 2017 and the named executive officers' performance awards that vested during 2017.~~officers.

OPTION AWARDS STOCK AWARDS
NUMBER OF EQT SHARES ACQUIRED ON EXERCISE VALUE REALIZED ON EXERCISE NUMBER OF EQT SHARES/EQM UNITS ACQUIRED ON VESTING VALUE REALIZED ON VESTING
NAME (#) ($) (1) (#) (2) ($) (3)
S.T. Schlotterbeck 38,500
391,160
30,618
1,905,947
R.J. McNally —
—
7,914
457,093
J.J. Ashcroft, III —
—
—
—
J.S. Smith —
—
4,276
272,067
D.L. Porges 76,700
806,884
55,396
3,448,395
R.L. Crawford 38,500
475,860
28,575
1,778,792
M.E. Hyland —
—
23,397
1,492,809



		STOCK AWARDS
		NUMBER OF SHARES ACQUIRED ON VESTING		VALUE REALIZED ON VESTING
NAME		(#) (1)		($) (2)
T. F. Karam		—		—
K. R. Oliver		—		—
D. M. Charletta		14,155	*	269,762
		11,308		225,530
B. P. Pietrandrea		2,267	*	42,814
		1,820		36,149
P. D. Swisher		4,637	*	88,445
		4,486		87,612
*In connection with the Separation, each outstanding award held by the EQM General Partner's NEOs was converted into an award in respect of both shares of EQT common stock and Equitrans Midstream common stock. The awards marked with an asterisk represent awards that are denominated in EQT common stock.
(1)	This column reflects the aggregate number of performance awards (including accrued dividends) that vested in 2019 under (a) the EQT 2016 Incentive Performance Share Unit Program (EQT 2016 IPSUP) for Mr. Swisher and Ms. Charletta, (b) the second tranche of the EQT 2017 Value Driver Performance Share Unit Awards (EQT 2017 Value Driver Awards) for Messrs. Pietrandrea and Swisher and Ms. Charletta, (c) the EQT 2016 Restricted Stock Unit Award for Mr. Pietrandrea, (d) the first tranche of the EQT 2018 Value Driver Awards for Messrs. Pietrandrea and Swisher and Ms. Charletta, and (e) the first tranche of the restricted stock units under the 2018 EQT SIA for Messrs. Pietrandrea and Swisher. The performance awards under the EQT 2016 IPSUP were distributed in shares. The second tranche of the EQT 2017 Value Driver Awards, the EQT 2016 Restricted Stock Unit Awards, the first tranche of the EQT 2018 Value Driver Awards and the first tranche of the 2018 EQT SIA were distributed in cash. This column also reflects the aggregate number of 2019 Equitrans Midstream restricted shares that vested and were distributed under a restricted share award for Mr. Swisher in connection with his retirement in July 2019.
(2)	This column reflects the value realized upon vesting of the awards described in footnote (1) above. With respect to Mr. Swisher’s 2019 Equitrans Midstream restricted share award, this column also includes the value of accrued dividends, which were paid in cash. The value realized on vesting is calculated based upon the closing price of the applicable common stock on the date of vesting.


~~(1)~~	The value realized on exercise is calculated as the difference between the market price of the shares of EQT common stock underlying the options at exercise and the applicable exercise price of those options.

~~(2)~~

This column reflects the aggregate number of performance awards (including accrued dividends) that vested in 2017 under (a) the 2014 Executive Performance Incentive Program (2014 Incentive PSU Program) for Messrs. Schlotterbeck, Porges, and Crawford, and Mses. Smith and Hyland, (b) the first tranche of the 2016 Value Driver PSU Program for Mses. Smith and Hyland, and (c) the second tranche of the 2015 Value Driver Performance Share Unit Award Program (2015 Value Driver PSU Program) for Mses. Smith and Hyland. The performance awards under the 2014 Incentive PSU Program and the second tranche of the 2015 Value Driver PSU Program vested and were distributed in EQT common stock, while first tranche of the 2016 Value Driver PSU Program vested and was distributed in cash. This column also reflects a 2016 restricted share award (including accrued dividends) to Mr. McNally.

~~(3)~~

This column reflects the value realized upon the vesting of awards under the 2014 Incentive PSU Program, the first tranche of the 2016 Value Driver PSU Program, the second tranche of the 2015 Value Driver PSU Program and Mr. McNally's 2016 EQT restricted share award (including in each case accrued dividends). In the case of the 2014 Incentive PSU Program, the second tranche of the 2015 Value Driver PSU Program and Mr. McNally's 2016 EQT restricted share award, the value realized on vesting was calculated based upon the number of awards that vested and the closing price of EQT's common stock on the date of vesting. In the case of the 2016 Value Driver PSU Program, the value realized on vesting was calculated based upon the number of awards that vested and the closing price of EQT's common stock on December 30, 2016.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

~~EQT~~ Agreements and Plans

~~EQT~~Equitrans Midstream maintains and has entered into certain agreements and plans (including those described above in ~~"Narrative~~“Narrative Disclosure to Summary Compensation Table and ~~2017~~2019 Grants of Plan-Based Awards ~~Table"~~Table”) that require ~~EQT~~Equitrans Midstream to provide compensation to the named executive officers, among others, in the event of a termination of employment or a change of control of ~~EQT.~~

Equitrans Midstream.

Agreements with the Named Executive Officers

of Equitrans Midstream

Descriptions of the circumstances which trigger payments and benefits, the benefits that would be provided, how payment and benefit levels are determined and the material conditions and obligations applicable to the receipt of payments or benefits in the event of a termination of employment or a change of control of ~~EQT~~Equitrans Midstream under ~~EQT's~~Equitrans Midstream’s agreements with Messrs. ~~Schlotterbeck, McNally, Ashcroft, Porges,~~Karam, Oliver and ~~Crawford~~Pietrandrea and Ms. ~~Hyland~~Charletta will be described in ~~EQT's~~Equitrans Midstream’s Disclosure Document. ~~EQT's~~Equitrans Midstream’s SEC filings are available on the ~~SEC's~~SEC’s website at www.sec.gov and on ~~EQT's~~Equitrans Midstream’s website at ~~www.EQT.com~~www.equitransmidstream.com through the “Investors” link on the ~~"SEC Filings"~~main page, ~~under~~followed by the ~~"Investors Relations" tab.~~“SEC Filings” page. The Corporate Secretary of the EQM General Partner will also provide a copy to you free of charge upon request.

Agreements with Former Named Executive Officers

~~Ms. Smith's Agreement~~

Mr. Swisher was an executive officer of EQM and is covered by this discussion but no was longer serving as an executive officer at the end of 2019. In connection with ~~Ms. Smith's promotion to Chief Accounting Officer~~his retirement in ~~2016, EQT entered into an amended~~July 2019, and ~~restated confidentiality, non-solicitation and non-competition agreement with Ms. Smith. In the agreement, Ms. Smith agreed, among other things, to the following restrictive covenants:~~

~~restrictions on competition (12 months);~~

~~restrictions on customer solicitation (12 months); and~~

~~restrictions on employee, consultant, vendor or independent contractor recruitment (36 months).~~

~~The agreement provides~~in consideration for ~~severance payments and benefits to Ms. Smith in the event~~his execution of a ~~termination~~release in favor of ~~employment by EQT without "cause" or by Ms. Smith for "good reason" (each as defined below), regardless~~Equitrans Midstream, Mr. Swisher retained 19% of ~~whether that termination occurs before or after a change of control. In such an event, Ms. Smith will be~~his 2019 PSU Program award and became entitled to receive the ~~following:~~

~~Severance payments~~:


▪	~~salary continuation for a period of twelve (12) months from the date of termination;~~


▪	~~a lump sum equal to the average annual incentive earned by Ms. Smith for the three (3) full years prior to Ms. Smith's termination date; and~~


▪	~~$25,000.~~

~~Benefits payment.~~ ~~A lump sum cash payment equal~~benefit of such award to the ~~monthly COBRA rate for family coverage, multiplied by 12.~~

~~Vesting of time-based equity awards.~~ Stock options, restricted stock, restricted stock units and other stock awards with time-based vesting restrictions will become immediately vested and exercisable in full and any restrictions on such awards shall lapse.

~~Vesting of performance-based equity awards.~~ ~~Value driver based performance-based equity awards will become immediately vested at target prior to the EQT MDC Committee's confirmation of the performance level~~extent and at ~~actual following~~ the ~~EQT MDC Committee's confirmation. All~~same time as other ~~performance-based equity awards will remain outstanding and will be earned, if at all, based on~~participants. Such award has a value of $0 assuming actual performance through the end of the performance period ~~as if the named executive officer's employment had not been terminated.~~

"Cause" is defined as Ms. Smith's (i) conviction of a felony, a crime of moral turpitude or fraud or Ms. Smith having committed fraud, misappropriation or embezzlement in connection with the performance of her duties; (ii) willful and repeated failures to substantially perform assigned duties; or (iii) violation of any provision of a written employment-related agreement or express significant policies of EQT.

"Good reason" is defined as Ms. Smith's resignation within 90 days after: (i) a reduction in Ms. Smith's base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Ms. Smith's annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Ms. Smith's job responsibilities, duties or authority; (iv) a change in the geographic location of Ms. Smith's primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by EQT of the agreement.

In the event that Ms. Smith's employment is terminated by EQT under qualifying circumstances, Ms. Smith is also entitled to the benefits provided to all employees under EQT's severance plan. In order to receive severance benefits under the non-competition agreement, Ms. Smith must execute and deliver to EQT a general release of claims.

The agreement does not provide for any tax gross-ups. In the event Ms. Smith would be subject to a 20% excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the payments and benefits to Ms. Smith would be reduced to the maximum amount that does not trigger the excise tax unless Ms. Smith would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes.

~~Payments to be Made Pursuant to Company Plans~~

Stock Options, 2015 Incentive PSU Program, 2016 Incentive PSU Program, 2017 Incentive PSU Program, 2016 Value Driver PSU Program, 2017 Value Driver PSU Program, 2017 EQT Restricted Share and Unit Awards and the EQT Executive STIP

~~Ms. Smith's 2016 EQT Restricted Share Unit Award~~

~~Ms. Smith's 2016 EQT restricted share unit award provides that Ms. Smith would be entitled to the benefits described in the termination scenarios described below.~~

~~Termination for Good Reason or without Cause~~

Upon Ms. Smith's termination for good reason or without cause, all unvested restricted share units under Ms. Smith's 2016 EQT restricted share unit award will vest as required by Ms. Smith's confidentiality, non-solicitation and non-competition agreement, which is described above.

~~Termination for Cause or Voluntary Termination for any Reason other than Good Reason~~

~~Upon Ms. Smith's termination for cause or voluntary termination of employment for any reason other than good reason, Ms. Smith's unvested 2016 EQT restricted share unit award will be forfeited.~~

However, if Ms. Smith's employment is terminated voluntarily (including retirement) and Ms. Smith is serving and remains on the board of directors of EQT, the EQM General Partner or the EQGP General Partner, then Ms. Smith's 2016 EQT restricted share unit award continues to vest for so long as she remains on such board.

~~Termination Resulting from Death or Disability~~

~~Upon Ms. Smith's termination as a result of her death or disability, Ms. Smith's 2016 EQT restricted share unit award will vest as follows:~~



~~TERMINATION DATE~~	~~AWARDED UNITS~~
~~September 10, 2017 – September 9, 2018~~	~~25%~~
~~September 10, 2018 and thereafter~~	~~50%~~

~~Change of Control~~

For purposes of Ms. Smith's 2016 EQT restricted share unit award, a change of control of EQT is defined by reference to EQT's 2014 Long-Term Incentive Plan (the 2014 LTIP) and will be described in EQT's Disclosure Document. Under the award, if a change of control of EQT occurs and:

~~the award is not assumed by the surviving entity of the change of control, all time-based vesting restrictions on the 2016 EQT restricted share units lapse;~~

the award is assumed by the surviving entity of the change of control or EQT is the surviving entity and Ms. Smith's employment is involuntarily terminated or she resigns for good reason within two years after the qualifying change of control, then Ms. Smith's 2016 EQT restricted share unit award will vest as required by Ms. Smith's confidentiality, non-solicitation and non-competition agreement with EQT, which is described above.

~~Payments Triggered Upon Hypothetical Termination of Employment or Change of Control on December 31, 2017~~

The estimated payouts and benefits that would be payable upon a termination of employment or a change of control of EQT at December 31, 2017 for the named executive officers other than Ms. Smith will be set forth in EQT's Disclosure Document. The estimated payouts and benefits that would be payable to Ms. Smith upon a termination of employment or a change of control of EQT at December 31, 2017 are set forth below.

~~No payments would be due to the named executive officers upon a change of control of EQM on December 31, 2017 that was not also a change of control of EQT.~~

Important assumptions made by EQT and the descriptions of payouts under all EQT plans and agreements other than Ms. Smith's 2016 EQT restricted share unit award will be described in EQT's Disclosure Document. In addition, EQT has made the following assumptions:

Upon a change of control of EQT at December 31, 2017, EQT has assumed that the acquiring company causes awards granted under the 2014 LTIP to be paid upon closing rather than assumed or equitably converted in the transaction. If such amounts are, in fact, paid upon the occurrence of a change of control, the named executive officer would not be entitled to a duplicate payment upon a subsequent termination of employment for any reason.

For purposes of the analysis below, EQT has assumed that Ms. Smith is not then on and will not remain on the board of directors of EQT, the EQM General Partner, the EQGP General Partner or the RMP General Partner following termination of employment.

~~J.S. Smith~~

~~Potential Payments Upon a Termination of Employment or Following a Change of Control~~

~~Upon a termination of employment on December 31, 2017, Ms. Smith would be entitled to the following payments:~~

EXECUTIVE BENEFITS
AND PAYMENTS UPON TERMINATION TERMINATION BY EQT WITHOUT CAUSE
($) TERMINATION BY EQT FOR CAUSE
($) TERMINATION BY EXECUTIVE FOR GOOD REASON
($) TERMINATION BY EXECUTIVE WITHOUT GOOD REASON
($) DEATH
($) DISABILITY
($)
Payments under Agreement 449,388
0 449,388
0
0
0
Short-Term Incentive 250,000
0 250,000
250,000
250,000
250,000
Severance Payments 116,637
0 0
0
0
0
Life Insurance 0
0 0
0
243,000
0
Total (excluding long-term incentive) 816,025
0 699,388
250,000
493,000
250,000

In addition, under outstanding long-term incentive programs, Ms. Smith would be entitled to cash and stock payments with an aggregate value of $781,664 upon a termination of employment by EQT without cause or upon termination by her for good reason and $143,990 upon her death or disability, assuming, in each case, actual performance through the end of the applicable performance period is consistent with performance through December 31, ~~2017. Under those same programs, Ms. Smith would be entitled to $781,664 upon~~2019. Mr. Swisher also received benefits with an aggregate value of $142,704 comprised of (i) shares of Equitrans Midstream common stock under his pro-rated 2019 Equitrans Midstream Restricted Stock Award with a value of $12,849 and a cash payment of $1,046 in respect of the ~~occurrence~~dividends thereon; (ii) twelve months of benefits continuation with an aggregate value of $20,343, (iii) a ~~change~~payment of ~~control on December 31, 2017.~~$19,708 in respect of

unused vacation, and (iv) a pro-rata portion of his STIP payment with an aggregate value of $88,758. Upon his retirement, Mr. Swisher forfeited all other long-term incentive awards held by him.

Pay Ratio

EQM does not have any employees. The daily business operations of EQM are conducted by employees of EQT and its subsidiaries. The estimate of the relationship of the annual total compensation of Mr. Schlotterbeck, EQT's Chief Executive Officer to the median of the annual total compensation of EQT's employees, calculated in accordance with applicable SEC rules will be set forth in EQT's Disclosure Document.

Equitrans Midstream.

Compensation of Directors

Officers of ~~EQT~~Equitrans Midstream who also serve as directors of the EQM General Partner do not receive additional compensation for their service as directors. During ~~2017,~~2019, directors of the EQM General Partner who ~~are~~were not also officers of ~~EQT~~Equitrans Midstream received cash compensation on a quarterly basis ~~as a retainer and for attending Board~~in the form of board and committee ~~meetings. As a result of its 2017 review of director compensation, the Board determined to revise the cash component of its compensation to a retainer only structure~~

~~(with the exception of~~retainers. In addition, the Conflicts ~~Committee) for 2018.~~Committee members also received a meeting attendance fee. The structure of the ~~2017 and 2018~~2019 fees ~~are~~is set forth below, and all fees are paid on a quarterly basis. The 2020 fees will be consistent with the 2019 fees, with the exception of the retainer for the Chair of the Conflicts Committee, which is $12,500 for 2020.

Compensation Feature 2017 2018
Annual cash retainer - Board member $50,000 $65,000
Annual cash retainer - Committee Chair
Audit: $15,000
Conflicts: $10,000
Audit: $20,000
Conflicts:$10,000
Annual cash retainer - Committee member (excluding the chair)
Audit: None
Conflicts: None
Audit: $5,000
Conflicts: None
Meeting fees
In person: $1,500
Telephonic: $750
Conflicts Committee:
In person: $1,500
Telephonic: $750
All other meetings: None



Compensation Feature	2019
Annual cash retainer - Board member	$65,000
Annual cash retainer - Committee Chair	Audit: $20,000 Conflicts: $10,000
Annual cash retainer - Committee member (excluding the chair)	Audit: $5,000 Conflicts: None
Meeting fees	Conflicts Committee: In person: $1,500 Telephonic: $750 All other meetings: None

In addition, each non-employee director is reimbursed for out-of-pocket expenses in connection with attending meetings. EQM also provides non-employee directors with $20,000 of life insurance and $250,000 of travel accident insurance while traveling on business for EQM. To further ~~EQM's~~EQM’s support for charitable giving, all directors are eligible to participate in the Matching Gifts Program of the ~~EQT~~Equitrans Midstream Foundation on the same terms as ~~EQT~~Equitrans Midstream employees and directors. Under this program, the ~~EQT~~Equitrans Midstream Foundation will match gifts of at least $100 made by a director to eligible charities, up to an aggregate total for each director of $50,000 in any calendar year.

On an annual basis, the EQM General Partner grants to each non-employee director phantom units as a vehicle to deliver compensation for their service on the Board. On January 1, ~~2017,~~2019, the EQM General Partner granted to each non-employee director serving at that time phantom units with a value of ~~$75,000~~$85,000 under the EQM General Partner’s 2012 Long-Term Incentive Plan (with the number of phantom units ~~(980)~~(1,970) determined by dividing the award value by the closing price of ~~EQM's~~EQM’s common units on December ~~30, 2016~~31, 2018 ($~~76.68)~~43.25) and rounding up to the next ten units). The phantom units were fully vested as of the grant date, with distribution equivalents accruing on such units. The phantom units (and the accrued distribution equivalents) will be converted into EQM common units on the date that the grantee ceases to be a director. For ~~2018,~~2020, the value of the annual phantom unit award was increased to ~~$85,000.~~

$95,000.

The table below shows the total ~~2017~~2019 compensation of ~~EQM's~~EQM’s non-employee directors:


NAME	FEES EARNED OR PAID IN CASH ($) (1)	STOCK AWARDS ($) (2)	ALL OTHER COMPENSATION ($) (3)	TOTAL ($)	FEES EARNED OR PAID IN CASH ($) (1)	STOCK AWARDS ($) (2)	ALL OTHER COMPENSATION ($) (3)	TOTAL ($)
M.A. Bryson	105,500	75,146	32,569	213,215	91,000	85,203	75,454	251,657
J.M. Bott	99,750	75,146	6,065	180,961
K.M. Burke					69,731	85,203	11,527	166,461
L.E. Washington	88,000	75,146	9,544	172,690	86,000	85,203	57,998	229,201


(1)	Includes annual cash retainer, meeting fees and committee chair ~~fees.~~fees related to services rendered during 2019.

(2)

This column reflects the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 for the phantom units awarded to each director during ~~2017.~~2019. On January 1, ~~2017,~~2019, the EQM General Partner granted ~~980~~1,970 phantom units to each non-employee director. The grant date fair value is computed as the sum of the number of phantom units awarded on the grant date multiplied by the closing price of ~~EQM's~~EQM’s common units on the business day prior to the grant date, which closing price was ~~$76.68~~$43.25 on December ~~30, 2016.~~31, 2018.

(3)

This column reflects (i) accrued distributions on phantom units; (ii) annual premiums of ~~$43.88~~$48.46 per director paid for life insurance and travel accident insurance policies ($24.23 for Mr. Burke) and ~~(ii)~~(iii) the following matching gifts made to qualifying organizations under the ~~EQT Foundation's~~Equitrans Midstream Foundation’s Matching Gifts Program: Mr. Bryson - ~~$32,525; Mr. Bott - $6,021;~~$17,000 and Ms. Washington - $9,500. The non-employee directors may use a de minimis number of tickets purchased by EQT to attend sporting or other events when such tickets are not otherwise being used for business purposes. The use of such tickets does not result in any incremental costs to EQM.$15,750.

Compensation Committee Interlocks and Insider Participation

As previously discussed, the Board is not required to maintain, and does not maintain, a compensation committee. Each of Messrs. ~~Ashcroft, Gardner, McNally, Porges~~Karam and ~~Schlotterbeck,~~Oliver and Ms. Charletta, who are directors of the EQM General Partner, are also executive officers of ~~EQT.~~Equitrans Midstream. In addition, Mr. Cooper is also an officer of Equitrans Midstream. However, all compensation decisions with respect to each of these ~~executive~~ officers are made by the ~~EQT~~Equitrans Midstream MDC Committee and none of these individuals receives any compensation directly from EQM or the EQM General Partner for their service as a director.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth the beneficial ownership of EQM's common units ~~EQGP's common units~~ and ~~EQT's~~Equitrans Midstream's common stock owned as of ~~February 1, 2018,~~January 31, 2020, by:

each of the directors of the EQM General Partner;

each of the named executive officers of the EQM General Partner; and

all directors and executive officers of the EQM General Partner as a group.

The amounts and percentages of units beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a ~~"beneficial owner"~~“beneficial owner” of a security if that person has or shares ~~"voting~~“voting power,"” which includes the power to vote or to direct the voting of such security, or ~~"investment~~“investment power,"” which includes the power to dispose of or to direct the disposition of such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable, and none of the units are subject to a pledge.

Percentage of total units beneficially owned is based on ~~80,581,758~~200,457,630 EQM ~~common units and 266,165,000 EQGP~~ common units outstanding as of ~~February 1, 2018.~~January 31, 2020.

NAME OF BENEFICIAL OWNER (1) EQM COMMON
UNITS
BENEFICIALLY
OWNED (2) (3) PERCENTAGE
OF EQM
COMMON
UNITS
BENEFICIALLY
OWNED EQGP COMMON UNITS BENEFICIALLY OWNED (2) PERCENTAGE
OF EQGP
COMMON
UNITS
BENEFICIALLY
OWNED
S.T. Schlotterbeck 7,897 * 37,762 *
R.J. McNally — * — *
J.J. Ashcroft III — * — *
L.B. Gardner 9,359 * 28,503 *
J.S. Smith 2,146 * 7,538 *
D.L. Porges 42,148 * 56,263 *
J.M. Bott 10,224 * — *
M.A. Bryson ⁽⁴⁾
11,467 * — *
L.E. Washington 5,156 * — *
M.E. Hyland 5,750 * — *
R.L. Crawford ⁽⁵⁾
32,897 * 100,000 *
All directors and executive officers as a group (11 individuals) 127,044 * 230,066 *



NAME OF BENEFICIAL OWNER (1)	EQM COMMON UNITS BENEFICIALLY OWNED (2) (3)	PERCENTAGE OF EQM COMMON UNITS BENEFICIALLY OWNED
M.A. Bryson ⁽⁴⁾	21,268	*
K.M. Burke	5,920	*
D.M. Charletta⁽⁵⁾	3,246	*
R.J. Cooper	878	*
T.F. Karam	—	—
K.R. Oliver	—	—
B.P. Pietrandrea ⁽⁶⁾	1,178	—
P.D. Swisher ⁽⁷⁾	1,790	*
L.E. Washington	13,227	*
All directors and executive officers as a group (9 individuals)	47,507	*

* Less than 1%.


(1)	Unless otherwise indicated, the address for all beneficial owners in this table is c/o ~~EQT Midstream Partners, LP, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222,~~EQGP Services, LLC, 2200 Energy Drive, Canonsburg, Pennsylvania 15317, Attn: Corporate Secretary.


(2)	This column reflects the number of common units held of record or owned through a bank, broker or other nominee.


(3)	For Messrs. ~~Bott~~Bryson and ~~Bryson~~Burke and Ms. Washington, this column also includes phantom units, including accrued distributions, to be settled in EQM common units, in the following amounts: Mr. ~~Bott~~Bryson - ~~8,292~~17,093 units; Mr. ~~Bryson~~Burke - ~~8,292~~5,920 units; and Ms. Washington - ~~5,156~~13,227 units.


(4)	EQM common units beneficially owned include ~~2,000~~3,000 common units that are held in Mrs. ~~Bryson's~~Bryson’s revocable trust.


(5)	EQM common units beneficially owned include 1,000 common units held by Ms. Charletta’s spouse, over which Ms. Charletta has shared voting and investment authority.


(6)	EQM common units beneficially owned include 152 common units over which Mr. ~~Crawford stepped down from his roles with EQT~~Pietrandrea has shared voting and ~~the EQM General Partner effective February 28, 2017.~~ investment authority.


(7)	Information regarding EQM ~~and EQGP~~ common units beneficially owned by Mr. ~~Crawford was~~Swisher is based on information provided by Mr. ~~Crawford~~Swisher as of ~~March 1, 2017.~~January 2, 2020.

Percentage of total shares of ~~EQT Corporation~~Equitrans Midstream common stock beneficially owned is based on ~~265,016,480~~254,929,098 shares outstanding as of ~~February 1, 2018.~~January 31, 2020.

Name Exercisable
Stock Options (1) Number of EQT Shares
Beneficially Owned (2) Percent of
Class (3)
S.T. Schlotterbeck ⁽⁴⁾
143,400 190,798 *
R.J. McNally — 27,389 *
J.J. Ashcroft III — 47,014 *
L.B. Gardner 33,300 47,575 *
J.S. Smith — 4,729 *
D.L. Porges ⁽⁵⁾
299,700 502,108 *
J.M. Bott — — —
M.A. Bryson — — —
L.E. Washington — — —
M.E. Hyland 6,100 19,200 *
R.L. Crawford ⁽⁶⁾
161,400 94,363 *
All directors and executive officers as a group (11 individuals) 643,900 933,176 *



NAME (1)	NUMBER OF EQUITRANS MIDSTREAM SHARES BENEFICIALLY OWNED (2)	PERCENT OF CLASS (3)
M.A. Bryson	—	—
K.M. Burke	46,835	*
D.M. Charletta⁽⁴⁾	55,067	*
R.J. Cooper	18,752	*
T.F. Karam⁽⁵⁾	603,927	*
K.R. Oliver⁽⁶⁾	34,635	—
B.P. Pietrandrea	2,674	—
P.D. Swisher⁽⁷⁾	4,822	*
L.E. Washington	—	—
All directors and executive officers as a group (9 individuals)	766,712	*

*Less than 1%.


(1)	~~This column reflects~~Unless otherwise indicated, the ~~number of shares of EQT common stock that the executive officers and directors had a right to acquire within 60 days after February 1, 2018 through the exercise of stock options.~~address for all beneficial owners in this table is c/o EQGP Services, LLC, 2200 Energy Drive, Canonsburg, Pennsylvania 15317, Attn: Corporate Secretary.

(2)

This column reflects shares held of record and shares owned through a bank, broker or other nominee, including ~~for EQT employees,~~ shares owned through ~~EQT's~~a 401(k) plan. For Messrs. Burke and Karam, this column includes deferred stock units, including accrued dividends, to be settled in Equitrans Midstream common stock, and over which the directors have no voting or investment power prior to settlement, in the following amounts: Mr. Burke - 42,336 units and Mr. Karam -3,444 units.


(3)	This column reflects ~~(i)~~ the ~~sum~~number of ~~the~~Equitrans Midstream shares beneficially owned ~~and the stock options exercisable within 60 days of February 1, 2018,~~ as a percentage of ~~(ii)~~ the sum of ~~EQT's~~Equitrans Midstream’s outstanding shares at ~~February 1, 2018,~~January 31, 2020, and all options exercisable within 60 days of ~~February 1, 2018.~~January 31, 2020.


(4)	Shares beneficially owned include ~~28,012~~8,226 shares owned by ~~Mr. Schlotterbeck's wife.~~Ms. Charletta’s husband, of which 66 shares are held in Ms. Charletta’s husband’s 401(k) plan.


(5)	Shares beneficially owned ~~include 50,000~~includes 450,000 shares that are held in E.T. Associates, L.P. of which Mr. Karam shares voting and investment authority.


(6)	Shares beneficially owned includes 18,650 shares that are held in a trust of which Mr. ~~Porges~~Oliver is a co-trustee and in which he shares voting and investment ~~power.~~authority.


~~(6)~~(7)	~~Mr. Crawford stepped down from his roles with EQT and the EQM General Partner effective February 28, 2017.~~ Information regarding ~~EQT~~Equitrans Midstream shares beneficially owned by Mr. ~~Crawford was~~Swisher is based on information provided by Mr. ~~Crawford~~Swisher as of ~~March 1, 2017.~~January 2, 2020.

The following table sets forth the beneficial ownership of each person known by EQM to be a beneficial owner of more than 5% of EQM's outstanding common ~~units:~~units as of January 31, 2020:

NAME OF BENEFICIAL
OWNER
EQM COMMON UNITS BENEFICIALLY OWNED PERCENTAGE OF EQM COMMON UNITS BENEFICIALLY OWNED
EQT Corporation⁽¹⁾
21,811,643
27.1 %
625 Liberty Avenue

Pittsburgh, PA 15222

Tortoise Capital Advisors, L.L.C.⁽²⁾
7,717,832
9.6 %
11550 Ash Street, Suite 300

Leawood, KS 66211

ALPS Advisors, Inc. ⁽³⁾
4,871,408
6.0 %
1290 Broadway, Suite 1100
Denver, CO 80203



NAME OF BENEFICIAL OWNER	EQM COMMON UNITS BENEFICIALLY OWNED	PERCENTAGE OF EQM UNITS BENEFICIALLY OWNED
Equitrans Midstream Corporation⁽¹⁾	117,245,455	58.5	%
2200 Energy Drive
Canonsburg, PA 15317
Tortoise Capital Advisors, L.L.C.⁽²⁾	11,608,884	5.8	%
5100 W 115th Place
Leawood, KS 66211
Invesco Ltd. ⁽³⁾	10,203,752	5.1	%
1555 Peachtree Street NE, Suite 1800
Atlanta, GA 30309

(1)

~~EQGP~~Equitrans Midstream does not directly own any common units. “As of January 31, 2020, Equitrans Gathering Holdings, EQM GP Corp and EMH, each a wholly-owned subsidiary of Equitrans Midstream, held ~~21,811,643~~89,505,616, 89,536 and 27,650,303 EQM common units, asrespectively. Additionally, Equitrans Gathering Holdings, EQM GP Corp and EMH held 6,153,907, 6,155 and 839,938 Class B units, respectively. As of ~~February 1, 2018. EQT is~~January 31, 2020, Equitrans Midstream owned, directly or indirectly, 117,245,455 EQM common units and 7,000,000 Class B units (collectively representing a 59.9% limited partner interest in EQM, excluding the ~~ultimate parent company of EQGP~~Series A Preferred Units) and ~~therefore, may be deemed to beneficially own~~ the ~~units held by EQGP.~~entire non-economic general partner interest in EQM, while the public owned a 40.1% limited partner interest in EQM.”

(2)

Information ~~based on a SEC Schedule 13G filed~~provided by Tortoise Capital Advisors, L.L.C. on February ~~13, 2018~~14, 2020 reporting that as of December 31, 2019 Tortoise Capital Advisors, L.L.C. has sole voting power and dispositive power over ~~196,950~~625,324 EQM common units, shared voting power over ~~6,438,973~~9,972,190 EQM common units and shared dispositive power over ~~7,520,882~~10,983,560 EQM common units.

(3)

Information based on a SEC Schedule 13G filed on February ~~6, 2018~~13, 2020 reporting that ~~ALPS Advisors, Inc.~~Invesco Ltd. has ~~shared~~sole voting power over 10,203,752 EQM common units and sole dispositive power over 4,871,408 common units, of which 4,848,639 common units are attributable to Alerian MLP ETF, an investment company to which ALPS Advisors, Inc. furnishes investment advice. Alerian MLP ETF has shared voting and dispositive power with respect to the 4,848,63910,135,201 EQM common units.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, ~~2017~~2019 with respect to ~~EQM's~~EQM common units that may be issued under the EQGP Services, LLC 2012 Long-Term Incentive Plan, which did not require approval by EQM's unitholders.


PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN A)	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN A)
	(A)	(B)	(C)	(A)	(B)	(C)
Equity Compensation Plans Approved by Unitholders	—	—	—	—	—	—
Equity Compensation Plans Not Approved by Unitholders ⁽¹⁾	235,733	N/A	1,528,534	251,519	N/A	1,496,962	⁽¹⁾
Total	235,733	N/A	1,528,534	251,519	N/A	1,496,962

(1)

The ~~Board adopted the~~Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan authorizes the granting of awards in ~~connection with~~any of the ~~IPO of EQM's common units.~~following forms: phantom units, performance awards, restricted units, distribution equivalent rights, market-priced options to purchase units, unit appreciation rights, other unit-based awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on units, and cash-based awards.

~~EQT Midstream~~EQGP Services, LLC 2012 Long-Term Incentive Plan

The former general partner of EQM ~~General Partner~~ adopted the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan for employees and non-employee directors of the ~~EQM General Partner~~general partner and any of its affiliates. In connection with the EQM IDR Transaction, the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan was amended and restated as the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan and EQGP Services, LLC assumed sponsorship of the plan. The EQM General Partner may issue long-term equity based awards under the plan. EQM is responsible for the cost of awards granted under the

plan. Employees and non-employee directors of the EQM General Partner or any affiliate, including subsidiaries, are eligible to receive awards under the plan.

The aggregate number of units that may be issued under the plan is 2,000,000 units, subject to proportionate adjustment in the event of unit splits and similar events. Units underlying options and unit appreciation rights will count as one unit, and units underlying all other unit-based awards will count as two units, against the number of units available for issuance under the plan. Units subject to awards that terminate or expire unexercised, or are canceled, forfeited or lapse for any reason, and units underlying awards that are ultimately settled in cash, will again become available for future grants of awards under the plan. Units delivered by the participant or withheld from an award to satisfy tax withholding requirements, and units delivered or withheld to pay the exercise price of an option, will not be used to replenish the plan unit reserve.

The plan is administered by the Board or such other committee of the Board as may be designated by the Board to administer the plan.

The plan authorizes the granting of awards in any of the following forms: phantom units, performance awards, restricted units, distribution equivalent rights, market-priced options to purchase units, unit appreciation rights, other unit-based awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on units, and cash-based awards.

The Board may amend, suspend or terminate the plan at any time, except that no amendment may be made without the approval of ~~EQM's~~EQM’s unitholders if unitholder approval is required by any federal or state law or regulation or by the rules of any exchange on which the units may then be listed, or if the amendment, alteration or other change materially increases the benefits accruing to participants, increases the number of units available under the plan or modifies the requirements for

participation under the plan, or if the Board in its discretion determines that obtaining such unitholder approval is for any reason advisable.

Common units to be delivered pursuant to awards under the plan may be common units acquired by the EQM General Partner in the open market, from any other person, directly from EQM or any combination of the foregoing. When EQM issues new common units upon the grant, vesting or payment of awards under the plan, the total number of common units outstanding increases.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

As of February 1, ~~2018, EQGP owned 21,811,643 common units, representing~~2020, Equitrans Midstream held a ~~26.6%~~59.9% limited partner interest (excluding the Series A Preferred Units) and the non-economic general partner interest in EQM.

EQM and ~~through~~ its ~~ownership~~affiliates entered into certain extraordinary corporate transactions with EQT and its affiliates prior to the Separation and Distribution, and with Equitrans Midstream and its affiliates following the Separation and Distribution, in each case, other than with respect to EQM, as described in detail below. These agreements were not the result of arm’s-length negotiations and, as such, they or the underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliated third parties.

EQM IDR Transaction

On February 22, 2019, Equitrans Midstream completed a simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019 (the IDR Merger Agreement), by and among Equitrans Midstream and certain related parties, pursuant to which, among other things, (i) Equitrans Merger Sub, LP, a party to the IDR Merger Agreement, merged with and into EQGP (the Merger) with EQGP continuing as the surviving limited partnership and a wholly-owned subsidiary of EQM following the Merger, and (ii) each of (a) the IDRs, (b) the economic portion of the ~~EQM General Partner, EQGP indirectly held 1,443,015 general partner units, representing a 1.8%~~ general partner interest in EQM and ~~100%~~(c) the issued and outstanding EQGP common units representing limited partner interests in EQGP were canceled, and, as consideration for such cancellation, certain affiliates of Equitrans Midstream received on a pro rata basis 80,000,000 newly-issued EQM common units and 7,000,000 newly-issued Class B units (Class B units), both representing limited partner interests in EQM, and EQGP Services, LLC (the EQM General Partner) retained the non-economic general partner interest in EQM (the EQM IDR Transaction). Additionally, as part of the ~~incentive distribution rights (IDRs). EQT is~~EQM IDR Transaction, the ~~ultimate parent company of EQGP and may, therefore, be deemed to beneficially own the~~21,811,643 EQM common units held by ~~EQGP.~~EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain affiliates of Equitrans Midstream. The Class B units are substantially similar in all respects to EQM's common units, except that the Class B units are not entitled to receive distributions of available cash until the applicable Class B unit conversion date (or, if earlier, a change of control). The Class B units are divided into three tranches, with the first tranche of 2,500,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2021, the second tranche of 2,500,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2022, and the third tranche of 2,000,000 Class B units becoming convertible at the holder’s option into EQM common units on April 1, 2023 (each, a Class B unit conversion date). Additionally, the Class B units will become convertible at the holder’s option into EQM common units immediately before a change of control of EQM. After the applicable Class B unit conversion date (or, if earlier, a change of control), whether or not

such Class B units have been converted into EQM common units, the Class B units will participate pro rata with the EQM common units in distributions of available cash.

The holders of Class B units vote together with the holders of EQM common units as a single class, except that Class B units owned by the general partner of EQM and its affiliates are excluded from voting if EQM common units owned by such parties are excluded from voting. Holders of Class B units are entitled to vote as a separate class on any matter that adversely affects the rights or preferences of the Class B units in relation to other classes of EQM partnership interests in any material respect or as required by law.

See Note 6 for further information on the EQM IDR Transaction and Class B Units.

Shared Assets Transaction

On March 31, 2019, EQM entered into an Assignment and Bill of Sale (the Assignment and Bill of Sale) with Equitrans Midstream pursuant to which EQM acquired certain assets and assumed certain leases that primarily support EQM's operations for an aggregate cash purchase price of $49.7 million (the initial purchase price), which reflected the net book value of in-service assets and expenditures made for assets not yet in-service (collectively, and inclusive of the additional assets subsequently acquired as described in the following sentences, the Shared Assets Transaction). Further, pursuant to the Assignment and Bill of Sale, EQM acquired, effective on the first day of the second quarter of 2019, certain additional assets from Equitrans Midstream for $8.9 million cash consideration, reflecting the net book value of in-service assets and expenditures made in respect of assets not yet in-service as of June 30, 2019, which subsequent purchase price was subject to certain adjustments. Additionally, pursuant to the Assignment and Bill of Sale, EQM acquired, effective on the first day of the third quarter of 2019, an additional asset from Equitrans Midstream for a de minimus dollar amount reflecting the net book value of such asset as of September 30, 2019. EQM may, pursuant to the Assignment and Bill of Sale, acquire certain additional assets from Equitrans Midstream for additional cash consideration reflecting the net book value of in-service assets and expenditures made with respect to assets not yet in-service and/or may assume an additional facilities lease. The initial and subsequent purchase prices were funded utilizing EQM's $3 Billion Facility (defined in Note 12). Prior to the Shared Assets Transaction, EQM made quarterly payments to Equitrans Midstream based on fees allocated from Equitrans Midstream for use of in-service assets transferred to EQM in the Shared Assets Transaction. In connection with the entry into the Assignment and Bill of Sale, that certain omnibus agreement (Equitrans Midstream Omnibus Agreement) among Equitrans Midstream, EQM and the EQM General Partner (as successor to the former EQM general partner) was amended and restated in order to, among other things, govern Equitrans Midstream's use of the acquired assets following their conveyance to EQM and provide for reimbursement of EQM by Equitrans Midstream for expenses incurred by EQM in connection with such use.

Distributions and Payments to the EQM General Partner and Its Affiliates

The following information summarizes the distributions and payments made or to be made by EQM to the EQM General Partner and its affiliates, including ~~EQGP,~~Equitrans Midstream, in connection with ~~EQM's~~EQM’s ongoing operation and any liquidation. These distributions and payments were determined before ~~EQM's~~EQM’s IPO by and among affiliated entities and, consequently, are not the result of ~~arm's-length~~arm’s-length negotiations.

Operational Stage

Distributions of available cash to ~~the EQM General Partner and its affiliates. Unless distributions exceed the minimum quarterly distribution,~~common unitholders. EQM makes distributions of available cash ~~98.2%~~ to ~~EQM's~~its common unitholders pro rata, including ~~EQGP~~Equitrans Midstream as the holder of ~~21,811,643~~117,245,455 EQM common units, ~~and 1.8% to~~in accordance with the ~~EQM General Partner. In addition, if distributions exceed the minimum quarterly distribution and other higher target levels, the EQM General Partner, by virtue~~terms of ~~its IDRs, is entitled to increasing percentages of the distributions, up to 48.0% of the distributions above the highest target level.~~EQM’s limited partnership agreement.

Payments to the EQM General Partner and its affiliates. The EQM General Partner does not receive a management fee or other compensation for managing EQM. The EQM General Partner and its affiliates are reimbursed, however, for all direct and indirect expenses incurred on ~~EQM's~~EQM’s behalf. The EQM General Partner determines the amount of these expenses. In addition, EQM reimburses ~~EQT~~Equitrans Midstream and its affiliates for the payment of certain operating expenses and for the provision of various general and administrative services for ~~EQM's~~EQM’s benefit.

Withdrawal or removal of the EQM General Partner. If the EQM General Partner withdraws or is removed, its general partner interest ~~and its IDRs~~ will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.

Liquidation Stage

Upon ~~EQM's~~EQM’s liquidation, the partners, including the EQM General Partner, will be entitled to receive liquidating distributions according to their capital account balances.

Agreements with ~~EQT~~Equitrans Midstream

EQM and its affiliates have entered into various agreements with Equitrans Midstream and its affiliates other than EQM, as described in detail below. These agreements were negotiated in connection with the Separation and Distribution. These agreements were not the result of arm’s-length negotiations and, as such, they or the underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliated third parties.

Equitrans Midstream Omnibus Agreement

On November 13, 2018, in connection with the Separation, Equitrans Midstream, EQM, and the EQM General Partner entered into an Omnibus Agreement (the Equitrans Midstream Omnibus Agreement).Pursuant to the Equitrans Midstream Omnibus Agreement, EQM agreed to provide Equitrans Midstream with a license to use the name “Equitrans” and related marks in connection with Equitrans Midstream’s business. The Equitrans Midstream Omnibus Agreement also provides for certain reimbursement obligations between Equitrans Midstream and EQM. The Equitrans Midstream Omnibus Agreement addresses the following matters:

EQM’s obligation to reimburse Equitrans Midstream and its affiliates for certain direct operating expenses and all insurance coverage expenses they incur or pay with respect to EQM’s assets; and

EQM’s obligation to reimburse Equitrans Midstream and its affiliates for providing general and administrative services to EQM, including EQM’s public company expenses and general and administrative expenses.

On March 31, 2019, connection with the entry into the Assignment and Bill of Sale, the Equitrans Midstream Omnibus Agreement was amended and restated in order to, among other things, govern Equitrans Midstream’s use of the acquired assets following their conveyance to EQM and provide for reimbursement of EQM by Equitrans Midstream for expenses incurred by EQM in connection with such use.

Secondment Agreement

On November 13, 2018, in connection with the Separation, Equitrans Midstream, EQM, and the Former EQM General Partner entered into a Secondment Agreement (the Secondment Agreement). The Secondment Agreement:

replaced the secondment agreement described under “Agreements with EQT-Secondment Agreement” below, which previously allowed EQM to utilize the secondment of available EQT employees under the control of EQM to operate its assets;

provides for the secondment to EQM of available Equitrans Midstream employees to operate EQM’s assets under the control of EQM; and

provides that EQM will reimburse Equitrans Midstream and its affiliates for the services provided by the seconded employees.

See Note 8 for the amounts and categories of expenses described above for which EQM was obligated to reimburse Equitrans Midstream pursuant to the Equitrans Midstream Omnibus Agreement and the Secondment Agreement, as applicable, for the year ended December 31, 2019.

See also Note 19 for a discussion of the transactions announced on February 27, 2020 with respect to Equitrans Midstream and EQT.

Agreements with EQT

Prior to the Separation and Distribution, EQT beneficially owned more than 5% of EQM’s common units and EQM and its affiliates entered into various agreements with EQT and its affiliates other than EQM, as described in detail below. These agreements were negotiated in connection with, among other things, the formation of EQM, the IPO and ~~EQM's~~EQM’s acquisitions from EQT. ~~These~~In addition, certain agreements and amendments entered into with EQT or certain of its affiliates following the Separation and Distribution are described below given EQT’s continued ownership of a retained interest in Equitrans Midstream. The below described agreements address, among other things, the acquisition of assets and the assumption of liabilities by EQM and its subsidiaries. These agreements were not the result of ~~arm's length~~arm’s-length negotiations and, as such, they or the underlying transactions may not be based on terms as favorable as those that could have been obtained from unaffiliated third parties.

Omnibus Agreement

EQM and the Former EQM General Partner ~~have~~previously entered into an omnibus agreement with EQT, which ~~governs EQM's~~was terminated in connection with the Separation. The omnibus agreement governed EQM’s relationship with EQT regarding ~~the following matters:~~

~~EQM's~~certain reimbursement obligations between EQT and EQM, including EQM’s obligation to reimburse EQT and its affiliates for certain direct operating expenses paid on ~~EQM's behalf;~~

~~EQM's~~EQM’s behalf and EQM’s obligation to reimburse EQT and its affiliates for providing EQM corporate, general and administrative services ~~(the "general~~ and ~~administrative expenses");~~

~~EQM's obligation to reimburse EQT and its affiliates for~~certain operation and management services pursuant to the operation and management services agreement with EQT, as described below under ~~"Operation~~“Operation and Management Services ~~Agreement" (the "operation and management expenses");~~

~~EQT's obligation to indemnify or reimburse~~Agreement.” EQM for losses or expenses relating to or arising from, among other things, (i) certain plugging and abandonment obligations; (ii) certain bare steel replacement capital expenditures; (iii) certain pipeline safety costs; (iv) certain tax liabilities attributable to periods prior to the IPO; (v) assets previously owned by Equitrans, L.P. (Equitrans) and retained by EQT and its affiliates, including the Sunrise Pipeline; (vi) any claims related to Equitrans' previous ownership of the Big Sandy Pipeline; and (vii) any amounts owed to EQM by a third party that has exercised a contractual right of offset against amounts owed by EQT to such third party;

EQM's obligation to indemnify EQT for losses attributable to (i) EQM's ownership or operation of assets acquired by EQM from EQT at the time of the IPO, except to the extent EQT is obligated to indemnify EQM for such losses pursuant to the operation and management services agreement; and (ii) any amounts owed to EQT by a third party that has exercised a contractual right of offset against amounts owed by EQM to such third party; and

~~EQM's use of the name "EQT" and related marks.~~

On March 17, 2015, EQT, EQM and the EQM General Partner amended the omnibus agreement, effective as of January 1, 2015, to remove any restriction on reimbursement by EQM for any direct and indirect costs and expenses attributable to EQT's long-term incentive programs. Such amendment was ~~approved by the Conflicts Committee of the EQM General Partner.~~

~~Reimbursement of Expenses~~

Under the omnibus agreement, EQT performs, or causes its affiliates to perform, centralized corporate, general and administrative services for EQM, such as: legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes and engineering. In exchange, EQM reimburses EQT and its affiliates for the expenses incurred by them in providing these services. The omnibus agreement further provides that EQM reimburse EQT and its affiliates for EQM's allocable portion of the premiums on any insurance policies covering EQM's assets.

~~EQM is~~also required to reimburse EQT for any additional state income, franchise or similar tax paid by EQT resulting from the inclusion of EQM (and its subsidiaries) in a combined state income, franchise or similar tax report with EQT as required by applicable law. The amount of any such reimbursement iswas limited to the tax that EQM (and its subsidiaries) would have paid had they not been included in a combined group with EQT. EQT also agreed pursuant to the omnibus agreement to provide EQM with a license to use the name “EQT” and related marks in connection with EQM’s business.

~~Indemnification~~

~~EQT's~~EQT’s indemnification obligations to EQM ~~include~~under the omnibus agreement included the following:

~~Plugging and abandonment liabilities.~~ For a period of ten years after the closing of the IPO, which occurred on July 2, 2012, EQT is required to reimburse EQM for plugging and abandonment expenditures and other expenditures for certain identified wells of EQT and third parties. The reimbursement obligation of EQT with respect to wells owned by third parties is capped at $1.2 million per year.

~~Bare steel replacement.~~ EQT is required to reimburse EQM for bare steel replacement capital expenditures in the event that ongoing maintenance capital expenditures (other than capital expenditures associated with plugging and abandonment liabilities to be reimbursed by EQT) exceed $17.2 million (with respect to EQM's assets at the time of the IPO) in any year. If such ongoing maintenance capital expenditures and bare steel replacement capital expenditures exceed $17.2 million during a year, EQT is required to reimburse EQM for the lesser of (i) the amount of bare steel replacement capital expenditures during such year and (ii) the amount by which such ongoing capital expenditures and bare steel replacement capital expenditures exceeds $17.2 million. This bare

~~steel replacement reimbursement obligation is capped at an aggregate amount of $31.5 million over the ten years following the IPO.~~

~~Pipeline Safety Cost Tracker Reimbursement.~~ For a period of five years after the closing of the IPO, EQT was required to reimburse EQM for the amount by which the qualifying pipeline safety costs included in the annual pipeline safety cost tracker filings made by Equitrans with the FERC exceeded the qualifying pipeline safety costs actually recovered each year. This reimbursement obligation expired on July 2, 2017.

~~Taxes.~~ Until 60 days after the expiration of any applicable statute of limitations, EQT will indemnify EQM for any income taxes attributable to operations or ownership of the assets prior to the closing of the IPO, including any such income tax liability of EQT and its affiliates that may result from EQM's formation transactions.

~~Retained liabilities.~~ EQT is required to indemnify EQM for any liabilities, claims or losses relating to or arising from assets owned or previously owned by EQM and retained by EQT and its affiliates following the closing of the IPO.

~~Big Sandy Pipeline.~~


•	Plugging and abandonment liabilities. For a period of ten years after the closing of the IPO, which occurred on July 2, 2012, EQT is required to reimburse EQM for plugging and abandonment expenditures and other expenditures for certain identified wells of EQT and third parties. The reimbursement obligation of EQT with respect to wells owned by third parties is capped at $1.2 million per year.

•

Bare steel replacement. EQT is required to reimburse EQM for bare steel replacement capital expenditures in the event that ongoing maintenance capital expenditures (other than capital expenditures associated with plugging and abandonment liabilities to be reimbursed by EQT) exceed $17.2 million (with respect to EQM’s assets at the time of the IPO) in any year. If such ongoing maintenance capital expenditures and bare steel replacement capital expenditures exceed $17.2 million during a year, EQT is required to reimburse EQM for the lesser of (i) the amount of bare steel replacement capital expenditures during such year and (ii) the amount by which such ongoing capital expenditures and bare steel replacement capital expenditures exceeds $17.2 million. This bare steel replacement reimbursement obligation is capped at an aggregate amount of $31.5 million over the ten years following the IPO. Since EQM's IPO through the date of Separation, EQM has been reimbursed approximately $30.7 million for bare steel replacement capital expenditures by EQT. Amounts reimbursed are recorded as capital contributions when received.

•

Pipeline Safety Cost Tracker Reimbursement. For a period of five years after the closing of the IPO, EQT was required to reimburse EQM for the amount by which the qualifying pipeline safety costs included in the annual pipeline safety cost tracker filings made by Equitrans, L.P. (Equitrans) with the FERC exceeded the qualifying pipeline safety costs actually recovered each year. This reimbursement obligation expired on July 2, 2017.


•	Taxes. Until 60 days after the expiration of any applicable statute of limitations, EQT will indemnify EQM for any income taxes attributable to operations or ownership of the assets prior to the closing of the IPO, including any such income tax liability of EQM and its affiliates that may result from EQM’s formation transactions.


•	Retained liabilities. EQT is required to indemnify EQM for any liabilities, claims or losses relating to or arising from assets owned or previously owned by EQM and retained by EQT and its affiliates following the closing of the IPO.


•	Big Sandy Pipeline. EQT is required to indemnify EQM for any claims related to Equitrans' previous ownership of the Big Sandy Pipeline, which was sold to a third party, including claims arising under the Big Sandy Purchase Agreement.


•	Contractual Offsets. EQT is required to indemnify EQM for any amounts owed to EQM by a third party that has exercised a contractual right of offset against amounts owed by EQT to such third party.

EQM was obligated to indemnify EQT under the omnibus agreement for losses attributable to (i) EQM’s ownership or operation of assets acquired by EQM from EQT at the time of the IPO, except to the extent EQT was obligated to indemnify EQM for such losses pursuant to the operation and management services agreement described “Operation and Management Services Agreement;” and (ii) any amounts owed to EQT by a third party that has exercised a contractual right of offset against amounts owed by EQM to such third party.

On November 13, 2018, in connection with the Separation, EQT terminated the omnibus agreement. Simultaneously with the termination of the omnibus agreement, EQT, EQM and the Former EQM General Partner entered into an amended and restated omnibus agreement in order to memorialize the following indemnification or reimbursement obligations of EQM and EQT under the terminated omnibus agreement, which survive such termination:

EQT’s obligation to indemnify or reimburse EQM for losses or expenses relating to or arising from (i) certain plugging and abandonment obligations, (ii) certain bare steel replacement capital expenditures, (iii) certain preclosing tax liabilities, (iv) any claims related to Equitrans’ previous ownership of the Big Sandy Pipeline, ~~which was sold to a third party, including claims arising under the Big Sandy Purchase Agreement.~~

~~Contractual Offsets.~~ ~~EQT is required to indemnify EQM for~~and (v) any amounts owed to EQM by a third party that has exercised a contractual right of offset against amounts owed by EQT to such third ~~party.~~

party, in each case, as described above; and

EQM’s obligation to indemnify EQT for losses attributable to (i) the ownership or operation of EQM’s assets, and (ii) any amounts owed to EQT by a third party that has exercised a contractual right of offset against amounts owed by EQM to such third party.

In connection with the Separation, Equitrans Midstream assumed all of EQT’s obligations to indemnify and reimburse EQM described above, other than for those losses or expenses relating to or arising from plugging and abandonment obligations. During 2019, Equitrans Midstream reimbursed EQM approximately $0.7 million associated with bare steel replacement capital expenditures. As of December 31, 2019, Equitrans Midstream's reimbursement obligations associated with bare steel replacement capital expenditures has been capped.

See Note ~~5 to the consolidated financial statements included in Item~~ 8 ~~"Financial Statements and Supplementary Data," of this Form 10-K~~ for the amounts and categories of obligations described above for which EQT was obligated to indemnify and/or reimburse EQM pursuant to the omnibus agreement for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015.~~

2017.

Operation and Management Services Agreement

Upon the closing of the IPO, EQM entered into an operation and management services agreement with EQT Gathering, LLC (EQT Gathering), an indirect wholly owned subsidiary of EQT, under which EQT Gathering provided ~~EQM's~~EQM’s pipelines and storage facilities with certain operational and management services, such as operation and maintenance of flow and pressure control, maintenance and repair of ~~EQM's~~EQM’s pipelines and storage facilities, conducting routine operational activities, managing transportation and logistics, contract administration, gas control and measurement, engineering support and such other services as EQM and EQT Gathering mutually agreed upon from time to time. EQM reimbursed EQT Gathering for such services pursuant to the terms of ~~the~~its omnibus ~~agreement.~~agreement with EQT. In December 2017, the operation and management services agreement was replaced in its entirety by the secondment agreement, as described under ~~"Secondment~~“Secondment Agreement."

”

Secondment Agreement

On December 7, 2017, EQT, EQT Gathering, Equitrans, EQM and the EQM General Partner entered into a secondment agreement, ~~(Secondment Agreement),~~ pursuant to which available employees of EQT and its affiliates ~~may be~~were seconded to EQM and its subsidiaries to provide operating and other services with respect to ~~EQM's~~EQM’s business under the direction, supervision and control of EQM or its subsidiaries. EQM ~~will reimburse~~reimbursed EQT for the services provided by the seconded employees pursuant to the ~~Secondment Agreement.~~

secondment agreement. On November 13, 2018, in connection with the Separation, EQT terminated the secondment agreement.

See Note ~~5 to the consolidated financial statements included in Item~~ 8 ~~"Financial Statements and Supplementary Data," of this Form 10-K~~ for the amounts and categories of expenses described above for which EQM was obligated to reimburse EQT pursuant to the omnibus agreement, the secondment agreement and the ~~Secondment Agreement,~~operation and management services agreement, as applicable, with EQT for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015.~~2017.

Second Amended and Restated Omnibus Agreement

On November 13, 2018, in connection with the Separation, EQT terminated the amended and restated omnibus agreement previously entered into by and among EQT, EQT RE, LLC (EQT RE), RMP, the RMP General Partner and EQM Poseidon Midstream LLC (EQM Poseidon) in connection with Rice Merger. Simultaneously with the termination of the amended and restated omnibus agreement, EQT, EQT RE, RMP, the RMP General Partner and EQM Poseidon entered into a second amended and restated omnibus agreement in order to memorialize the following indemnification obligations of RMP and its subsidiaries (the RMP Group) and EQT RE under the terminated amended and restated omnibus agreement, which survive such termination:

EQT RE’s obligation to indemnify the RMP Group for losses or expenses relating to or raising from (i) any event or condition related to the assets owned by EQT and certain of the entities it controls (the EQT Entities) not conveyed to the RMP Group, and (ii) certain preclosing tax liabilities; and

the RMP Group’s obligation to indemnify the EQT Entities for losses attributable to the ownership or operation of the RMP Group’s assets.

Neither EQT RE nor the RMP Group was obligated to pay any amounts as indemnification under the second amended and restated omnibus agreement for the year December 31, 2019.

~~AVC Lease and October 2016 Acquisition~~

Shared Use Agreement

In connection with ~~EQT's acquisition of an approximately 200-mile FERC-regulated natural gas transmission pipeline, referred to as~~ the ~~AVC facilities, in December 2013,~~Separation, EQM ~~entered into~~executed a ~~lease~~shared use agreement with EQT pursuant to which EQM marketed the capacity, entered into all agreements for transportation and storage service with customers and operated the AVC facilities according to the terms of its tariff. The lease payment due each month was the lesser of the following alternatives: (1) a revenue-based payment reflecting the revenues generated by the operation of the AVC facilities minus the actual costs of operating the AVC facilities and (2) a payment based on depreciation expense and pre-tax return on invested capital for the AVC facilities. As a result, the payments made under the AVC lease were variable and did not have a net positive or negative impact on EQM's distributable cash flow. As a result of EQM's acquisition of the AVC facilities, which is discussed below, EQM terminated the lease in the fourth quarter of 2016. The lease payments due related to 2016 and 2015 totaled $17.2 million and $22.1 million, respectively.

~~On October 13, 2016, EQM, Equitrans Investments, LLC,~~Production Company, an indirect wholly-owned subsidiary of EQT (EPC), pursuant to which, subject to the terms and conditions thereof, each party is entitled to access and use certain real property (including rights-of-way), equipment, facilities and records identified therein of the other party.

Acquisitions Involving EQM ~~(Equitrans Investments), Equitrans~~ and EQT

2018 Drop-Down Transaction

On April 25, 2018, EQM ~~Gathering Opco, LLC, an indirect wholly-owned subsidiary of EQM (EQM Gathering), entered into~~executed a ~~purchase~~Contribution and ~~sale agreement~~Sale Agreement (the Contribution Agreement) with EQT, ~~EQT Gathering~~Rice Midstream Holdings LLC, ~~an indirect~~a wholly owned subsidiary of EQT, ~~(EQT~~and EQM Gathering ~~Holdings)~~Holdings, LLC (EQM Gathering), ~~and EQT Gathering,~~a wholly owned subsidiary of EQM, pursuant to which ~~(i) Equitrans~~EQM Gathering acquired ~~100%~~from EQT all of the outstanding limited liability company interests in ~~Allegheny Valley Connector,~~each of (i) EQM Olympus Midstream LLC ~~from EQT Gathering~~(EQM Olympus), (ii) Strike Force Midstream Holdings ~~(ii) Equitrans Investments acquired 100% of the outstanding limited liability company interests in Rager Mountain Storage Company~~ LLC ~~(Rager) from EQT Gathering Holdings,~~ and (iii) EQM ~~Gathering acquired certain gathering assets located~~West Virginia Midstream LLC in exchange for an aggregate of 5,889,282 EQM common units and aggregate cash consideration of $1.15 billion, subject to customary purchase price adjustments (the 2018 Drop-Down Transaction). The parties to the ~~Applegate/McIntosh, Terra, Three Rivers and D-497 development areas in southwestern Pennsylvania~~Contribution Agreement completed the 2018 Drop-Down Transaction on May 22, 2018, with an effective date of May 1, 2018. As a result of the 2018 Drop-Down Transaction and the ~~Taurus development area in northern West Virginia from EQT Gathering (collectively, the October 2016 Acquisition). The closing~~Gulfport Transaction, EQM currently owns 100% of the October 2016 Acquisition occurred on October 13, 2016 and was effective as of October 1, 2016. The aggregate consideration paid by EQM to EQT in connection with the October 2016 Acquisition was $275 million, which was funded with borrowings under EQM's credit facility. In connection with the October 2016 Acquisition, the AVC lease agreement was terminated.

Strike Force Midstream LLC.

NWV Gathering Contribution Agreement and Preferred Interest

On March 10, 2015, EQM entered into a contribution and sale agreement pursuant to which, on March 17, 2015, EQT contributed the Northern West Virginia Marcellus Gathering System (NWV Gathering) to EQM Gathering (NWV Gathering Acquisition). ~~EQM paid total consideration of $925.7 million to EQT, consisting of approximately $873.2 million in cash, 511,973 EQM common units and 178,816 EQM general partner units.~~

The contribution and sale agreement also contemplated the sale to EQM of a preferred interest in ~~EQT Energy Supply, LLC,~~EES, which at the time was an indirect wholly owned subsidiary of EQT. ~~EQT Energy Supply, LLC~~EES generates revenue from services provided to an LDC. This sale was completed on April 15, 2015. The consideration paid by EQM to EQT in connection with the acquisition of the preferred interest in ~~EQT Energy Supply, LLC~~EES was approximately $124.3 million. During the years ended December 31, ~~2017~~2019, 2018 and ~~2016,~~2017, EQM received $11.0 million ~~and $11.1 million, respectively,~~ of ~~distributions from EQT Energy Supply, LLC in respect of its preferred interest. EQM did not receive any~~ distributions from EES in respect of its preferred interest.

Rice Water Services Acquisition

As a result of the EQM-RMP Merger, EQM acquired RMP’s interest in ~~2015.~~

~~Mountain Valley Pipeline~~

~~On March 30, 2015, EQM assumed EQT's interest~~Rice Water Services (PA) LLC and Rice Water Services (OH) LLC (the Rice Water Entities) and, until December 31, 2025, (i) the exclusive right to develop water treatment facilities in the ~~MVP Joint Venture~~areas of dedication defined in the Water Services Agreements (as further discussed below) and (ii) an option to purchase any water treatment facilities acquired by certain subsidiaries of EQT in such areas at the acquisition cost (collectively, the Option). RMP executed a Purchase and Sale Agreement with Rice Energy on November 4, 2015, pursuant to which RMP acquired from Rice Energy all of the outstanding limited liability company interests of the Rice Water Entities (the ~~MVP Interest~~Rice Water Services Acquisition). The ~~MVP Joint Venture is a joint venture~~acquired business included Rice Energy's Pennsylvania and Ohio fresh water distribution systems and related facilities that provided access to 59.0 MMgal per day (49.0 MMgal per day in Pennsylvania and 10.0 MMgal in Ohio) of fresh water from the Monongahela River, the Ohio River and other regional water sources in Pennsylvania and Ohio as of December 31, 2019. In connection with ~~affiliates of each of NextEra~~the Rice Water Services Acquisition, Rice Energy ~~Inc., Consolidated Edison, Inc., WGL Holdings, Inc. and RGC Resources, Inc. EQM paid EQT approximately $54.2 million related to~~also granted RMP the ~~MVP Interest Acquisition, which represented EQM's reimbursement to EQT for 100%~~Option. The closing of the ~~capital contributions made~~Rice Water Services Acquisition occurred on November 4, 2015. The aggregate consideration paid by ~~EQT~~RMP to Rice Energy in connection with the ~~MVP Joint Venture as of March 30, 2015. As of February 15, 2018,EQM owned a 45.5% interest in the MVP Joint Venture and serves as the operator~~acquisition of the ~~Mountain Valley Pipeline (MVP) to be constructed by~~Rice Water Entities and the ~~joint venture. The 42 inch diameter MVP has a targeted capacity~~receipt of ~~2.0 Bcf per day and is estimated to span 300 miles extending from EQM's existing transmission and storage system~~the Option was $200 million in Wetzel County, West Virginia to Pittsylvania County, Virginia, providing access to the growing Southeast demand markets. As currently designed, the MVP is estimated to cost a total of approximately $3.5 billion, excluding AFUDC,cash, which was funded with EQM funding its proportionate share through capital contributions made to the joint venture. The MVP Joint Venture has secured a total of 2.0 Bcf per day of firm capacity commitments at 20-year terms, including a 1.29 Bcf per day firm capacity commitment by EQT, and is currently in negotiation with additional shippers who have expressed interest in the MVP project. On October 13, 2017, the FERC issued the Certificate of Public Convenience and Necessity for the project. In early 2018, the MVP Joint Venture received limited notice to proceed with certain construction activities from the FERC. The MVP Joint Venture plans to commence construction in the first quarter of 2018. The pipeline is targeted to be placed in-service during the fourth quarter of 2018.

borrowings under RMP’s revolving credit facility.

Gas Gathering Agreements

EQM has engaged in discussions with EQT regarding the potential simplification of existing gathering and water services agreements. EQM cannot predict the final contractual terms, if any, which might result from such discussions or related financial, operational or other effects of any new agreements or amendments to such existing agreements, and the timing of resolution of such discussions.

For the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015,~~2017, EQT accounted for approximately ~~89%~~72%, ~~96%~~80% and ~~96%~~88%, respectively, of ~~EQM's~~EQM’s gathering revenues.

Eureka Gas Gathering Agreements

On February 17, 2012, Eureka Hunter Pipeline, LLC entered into a gas gathering services agreement with Stone Energy Corporation (successor in interest to EQT) for gathering services subject to two separate Individual Transaction Confirmations

(each an “ITC”). Under ITC No. EHP-Stone-005, Eureka Midstream provides gathering services on the Lewis Wetzel Low Pressure Gas Gathering System and produced liquids gathering for a term of 8-year term (with year-to-year rollovers). Under the agreement, Eureka Midstream gathers EQT’s gas from the Mills Wetzel production area and delivers gas to a central production facility (Carbide Facility) for compression, dehydration, metering and delivery to the MarkWest Mobley Gas Processing Plant. Eureka Midstream is also responsible for separation of produced liquids at the Carbide Facility. Under ITC No. EHP-Stone-004, Eureka Midstream provides interruptible gathering services on its TCP Residue Lateral line, by accepting residue gas at the MarkWest Mobley Gas Processing Plant and delivering same to the Smithfield - Mobley TCO meter. The term of such service is month to month.

EQM Gas Gathering Agreements

On April 30, 2014, EQT entered into a gas gathering agreement (the Jupiter Gas Gathering Agreement) with EQT Gathering for gathering services on the Jupiter gathering system (Jupiter). The Jupiter Gas Gathering Agreement has a 10-year term (with year-to-year rollovers), which began on May 1, 2014. Under the agreement, EQT subscribed for approximately 225 MMcf per day of firm compression capacity which was available on Jupiter at that time. In the fourth quarter of 2014, EQM placed one compressor station in service and added compression at the two existing compressor stations in Greene County, Pennsylvania. This expansion added approximately 350 MMcf per day of compression capacity. ~~EQT's~~EQT’s firm capacity subscribed under the Jupiter Gas Gathering Agreement increased by 200 MMcf per day effective December 1, 2014 and by 150

MMcf per day effective January 1, 2015. In the fourth quarter of 2015, EQM completed an additional expansion project which brought the total Jupiter compression capacity to approximately 775 MMcf per day. ~~EQT's~~EQT’s firm capacity subscribed under the Jupiter Gas Gathering Agreement increased by approximately 50 MMcf per day effective October 1, 2015 and approximately 150 MMcf per day effective November 1, 2015. The Jupiter Gas Gathering Agreement provides for separate ~~10-year~~ terms of up to 10 years from the applicable in service date (with year-to-year rollovers) for the compression capacity associated with each expansion project. EQT also agreed to pay a monthly usage fee for volumes gathered in excess of firm compression capacity. In connection with the closing of ~~EQT's~~EQT’s contribution of Jupiter to EQM Gathering Opco, LLC, an indirect wholly owned subsidiary of EQM (EQM Gathering Opco), on May 7, 2014, the Jupiter Gas Gathering Agreement was assigned to EQM ~~Gathering.~~

Gathering Opco.

On March 10, 2015, EQT entered into two gas gathering agreements with EQT Gathering for gathering services on the NWV Gathering system. The gathering agreement for gathering services on the wet gas header pipeline (WG-100 Gas Gathering Agreement) has a 10-year term (with year-to-year rollovers), beginning March 1, 2015. Under the agreement, EQT has subscribed for approximately 400 MMcf per day of firm capacity currently available on the wet gas header pipeline. EQT also agreed to pay a usage fee for each dekatherm of natural gas gathered in excess of firm capacity. In connection with the closing of the NWV Gathering Acquisition, the WG-100 Gas Gathering Agreement was assigned to EQM ~~Gathering.~~

Gathering Opco.

The gas gathering agreement for gathering services in the Mercury, Pandora, Pluto and Saturn development areas (MPPS Gas Gathering Agreement) has a 10-year term (with year-to-year rollovers), beginning March 1, 2015. Under the agreement, EQT initially subscribed for approximately 200 MMcf per day of firm capacity then available in the Mercury development area, 40 MMcf per day of firm ~~compression~~ capacity in the Pluto development area and 220 MMcf per day of firm ~~compression~~ capacity in the Saturn development area. ~~EQT's~~EQT’s firm capacity subscribed under the MPPS Gas Gathering Agreement increased by 100 MMcf per day effective December 1, 2015 related to the completed expansion project in the Pandora development area. An additional expansion project brought the total Saturn compression capacity to 300 MMcf per day effective November 1, 2016. During 2019, EQT agreed to waive the requirement that certain pressures in the Saturn system be reduced and compression be increased. EQT has agreed to separate 10-year terms (with year-to-year rollovers) for the compression capacity associated with each expansion project. EQT also agreed to pay a usage fee for each dekatherm of natural gas gathered in excess of firm capacity. In connection with the closing of the NWV Gathering Acquisition, the MPPS Gas Gathering Agreement was assigned to EQM ~~Gathering.~~

Gathering Opco.

Effective as of October 1, 2016, EQT entered into a 10-year (with year-to-year rollovers) gas gathering agreement for services in the Applegate/McIntosh and Terra development areas in southwestern Pennsylvania and the Taurus development area in northern West Virginia (the AMTT Gathering Agreement). Under the agreement, EQT initially subscribed for total firm capacity of approximately 235 MMcf per day. ~~The~~Effective September 1, 2018, the contracted firm capacity under the agreement ~~will increase~~increased to an aggregate of 365 MMcf per day during the remaining life of the contract in connection with, among other things, an expected expansion project in the Applegate/McIntosh development area. EQT also agreed to pay a usage fee for each dekatherm of natural gas gathered in excess of firm capacity. In connection with the closing of ~~the~~EQM’s acquisition of certain gathering and transmission assets from EQT in October 2016, ~~Acquisition,~~ the AMTT Gathering Agreement was assigned to EQM ~~Gathering.~~Gathering Opco.

Effective as of April 1, 2019, EQT and EPC entered into a gas gathering agreement (the Stonewall Valley Gathering Agreement) with EQM for gathering services with respect to production from natural gas wells from EQT’s Stonewall Valley Unit, Mingo Unit and Kevech Unit, all located in Washington County, PA. The Stonewall Valley Gathering Agreement has a

10-year term (with year-to-year rollovers), which begins on the "Earlier In-Service Date," which is defined as the first to occur of (i) the New Pipeline Phase II In-Service Date and (ii) the New Pipeline Phase III In-Service Date, as described in the Stonewall Valley Gathering Agreement.

As a result of the Rice Merger, the surviving entity acquired all of Rice Energy’s rights and assumed all of Rice Energy’s obligations under a second amended and restated gas gathering and compression agreement executed on March 31, 2017 with EQM Olympus, which became a wholly-owned subsidiary of EQM on May 22, 2018 as a result of the 2018 Drop-Down Transaction. Pursuant to the agreement, EQM provides gathering services to EQT in Belmont County, Ohio. The agreement has a 15-year term that began on December 22, 2014 (with month-to-month rollovers). Under the agreement, Rice Energy initially subscribed for total guaranteed capacity of approximately 100 MMcf per day to the Dominion East Ohio delivery point. Over the course of the agreement, new delivery points came online: Texas Eastern Pipeline (April 30, 2015; 200 MMcf per day), Rockies Express Pipeline (December 31, 2015; 225 MMcf per day), ET Rover Pipeline (September 1, 2017; 100 MMcf per day) and Leach Xpress Pipeline (November 1, 2017; 200 MMcf per day). With the foregoing expansion, the total guaranteed capacity under the agreement increased to approximately 825 MMcf per day across all delivery points. EQT also delivers gas to the Goliath delivery point on an interruptible basis. EQT will pay a fixed fee (based on the applicable receipt and delivery points) per dekatherm of natural gas delivered. In addition to gathering services, EQM Olympus agreed to provide interconnection and compression services for an additional fee.

On June 8, 2017, EQT and two third party producers entered into a 15-year (with year-to-year rollovers) gas gathering agreement with EQM Gathering Opco for gathering services on the Marianna Gathering System (the Marianna Gas Gathering Agreement), pursuant to which EQT will pay a fixed fee per dekatherm of natural gas, subject to certain annual and other adjustments, gathered by EQM ~~Gathering.~~Gathering Opco. During 2019, Equitrans connected EQT’s Gahagan Pad to the Marianna Gathering System. Under the Marianna Gas Gathering Agreement, EQT also dedicated approximately 10,100 acres and any future acreage EQT acquires within the ~~dedicated~~dedication area during the term to EQM ~~Gathering.~~

Gathering Opco.

On August 8, 2017, EQT entered into a 10-year (with year-to-year rollovers) gas gathering agreement with EQM Gathering for gathering services on the River Pad Gathering System (the River Pad Gas Gathering Agreement). Under the agreement, EQT has subscribed for approximately 30 MMcf per day of firm capacity ~~which is expected to be~~that became available in the second quarter of 2018. Under the River Pad Gas Gathering Agreement, EQT also dedicated approximately 30,000 acres and any future acreage EQT acquires within the ~~dedicated~~dedication area during the term to EQM Gathering Opco and agreed to pay a usage fee for each dekatherm of natural gas gathered in excess of firm capacity.

~~Finally,~~ EQT Energy, LLC (EQT Energy), an indirect wholly owned subsidiary of EQT, is a party to a gas gathering agreement with EQM for interruptible service on ~~EQM's~~EQM’s FERC-regulated low pressure gathering system. The agreement has a primary term of one year and renews automatically for ~~one month~~one-month periods, subject to 30 days prior written notice by either party to terminate. Service under this gathering agreement is fee based at the rate specified in ~~EQM's~~EQM’s tariff.

On February 12, 2018, EQT Energy and EPC executed a gas gathering agreement (the Hammerhead Gas Gathering Agreement) with EQM Gathering Opco to provide gathering and transmission services from receipt points on the Jupiter gathering system, Marianna gathering system and a gathering system in Washington County, Pennsylvania and delivery into the Texas Eastern Pipeline and the MVP. The Hammerhead Gas Gathering Agreement has a 20-year term (with year-to-year rollovers). A portion of the Hammerhead project is expected become operational in the first quarter of 2020 and will provide interruptible service until the MVP is placed in-service, at which time the firm capacity commitment will begin. The Hammerhead project has a targeted full in-service date of late 2020. Under the agreement, EQT has subscribed for approximately 1,200 million dekatherm (MDth) per day of firm gathering capacity during the life of the contract. The capacity reservation charge under the contract is fixed, subject to certain annual and other adjustments, including certain adjustments in the event the in-service date under the agreement has not occurred by the end of the third quarter of 2020. EQT has agreed to pay a usage fee for each dekatherm of natural gas gathered in excess of firm capacity. Effective as of June 1, 2019, the parties agreed that the western receipt point on the Jupiter Gathering System would be removed from the Hammerhead project, which is contemplated to save approximately $51 million in capital, and that capital would be redeployed in order to (i) connect Hammerhead to the DTI TL-360 downstream pipeline, and (ii) add a receipt point at Throckmorton with an associated MDQ of 600,000 Dth per day, and (iii) add incremental compression on the gathering system up to 1440 psig and extending high pressure-low pressure system upstream of the Throckmorton receipt point. These amendments were made in connection with other agreements of the parties relative to Claysville (Pisces) Gathering System described below.

On June 7, 2018, EQT Energy and EPC executed a gas gathering agreement with EQM for gathering services in the Claysville (Pisces) development area (the Claysville Gas Gathering Agreement). The Claysville Gas Gathering Agreement has a 10-year term (with year-to-year rollovers), which is expected to begin in the fourth quarter of 2020 following the in-service date of the Claysville (Pisces) Gathering System. Under the agreement, EQT initially subscribed for total firm capacity of approximately 200,000 MDth per day. The contracted firm capacity will increase to 300,000 MDth per day during the life of the contract. The

capacity reservation charge under the contract is fixed, subject to certain annual and other adjustments. Effective as of June 1, 2019, EQT has agreed to a minimum volume commitment following the in-service date and a related deficiency charge for failure to flow gas at the agreed volume commitment in exchange for EQM’s agreement to provide both low-pressure and high-pressure service to each receipt point.

Legacy RMP Gas Gathering Agreements

As a result of the EQM-RMP Merger, the surviving entity acquired all of RMP's rights and assumed all of RMP's obligations under various gas gathering agreements with EQT and its affiliates, as described in detail below.

As a result of the EQM-RMP Merger, the surviving entity assumed RMP’s obligations under a fixed price per unit gathering and compression agreement executed on December 22, 2014 with Rice Energy (which was acquired by EQT as a result of the Rice Merger) that expires in December 2029. Pursuant to the agreement, EQM gathers natural gas on certain of the Washington and Greene Counties, Pennsylvania gathering systems acquired by EQM as a result of the EQM-RMP Merger and provides compression services. Under the agreement, EQM charges EQT a gathering fee of $0.30 per dekatherm and a compression fee of $0.07 per dekatherm per stage of compression, each subject to annual adjustment for inflation based on the Consumer Price Index. This agreement covers approximately 209,000 gross acres of EQT’s acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of December 31, 2019 and, subject to certain exceptions and limitations pursuant to the gas gathering and compression agreement, any future acreage certain affiliates of EQT acquire within these counties.

Pursuant to the gas gathering and compression agreement, EQT will from time to time provide EQM with notice of the date on which it expects to require gas production to be delivered from a particular well pad. Subject to the provisions described in the following paragraph, EQM will be obligated to build out its gathering systems to such well pad and to install facilities to connect all wells planned for such well pad as soon as reasonably practicable, but in any event within one year of receipt of such notice, subject to extension for force majeure, including inability to obtain or delay in obtaining permits and rights of way.

EQM will be obligated to connect all of EQT’s wells that produce gas from the area dedicated to EQM under the gas gathering and compression agreement that (i) were completed as of the closing date of RMP's IPO, (ii) were included in Rice Energy's initial development plan for drilling activity for the period from the closing date of RMP's IPO through December 31, 2017 or (iii) are within five miles of the gas gathering system acquired by EQM as a result of the EQM-RMP Merger on the date EQT provides EQM with notice that a new well pad is expected to require gathering services. For wells other than those described in the preceding sentence, EQM and EQT will negotiate in good faith an appropriate gathering fee. If EQM cannot reach agreement with EQT on a gathering fee for any such additional well, EQT will have the option to have EQM connect such well to its gathering systems for a gathering fee of $0.30 per dekatherm and bear the incremental cost of constructing the connection to such well in excess of the cost EQM would have incurred to connect a well located on the five-mile perimeter, or EQT will cause such well to be released from EQM's dedication under the gas gathering and compression agreement.

As a result of the EQM-RMP Merger, the surviving entity assumed RMP’s obligations under a fixed price per unit gathering and compression agreement executed on December 18, 2015 with Rice Energy (which was acquired by EQT as a result of the Rice Merger). Pursuant to the agreement, EQM gathers natural gas on the Washington County, Pennsylvania gathering system acquired by EQM as a result of the EQM-RMP Merger and provides compression services to EQT. The current term of this agreement expires in January 2021 with a 10-year extension term and renews on an annual basis after the expansion term. Under the agreement, EQM receives fixed gathering and compression fees per dekatherm, each subject to annual adjustment for inflation based on the Consumer Price Index. This agreement covers the Cracker Jack Area of Mutual Interest, which consists of approximately 29,000 gross acres of EQT’s acreage position in Washington County (the CJ AMI) as of December 31, 2019. Upon notice from EQT, EQM will be obligated to connect additional EQT wells within the CJ AMI. Following receipt of all necessary permits and rights of way relating to such additional connections, EQM will have three weeks for completion of each mile of pipeline required for such connection, with the exception of any pipeline to be located less than one mile from EQM's existing gathering system, for which the connection must be completed within eight weeks of receiving all necessary permits and rights of way.

Also, as a result of the EQM-RMP Merger, the surviving entity assumed RMP’s obligations under a 15-year, fixed price per unit gathering and compression agreement executed on October 21, 2015 with Rice Energy (which was acquired by EQT as a result of the Rice Merger). Pursuant to the agreement, EQM gathers natural gas on the Washington County, Pennsylvania gathering system acquired by EQM as a result of the EQM-RMP Merger and provides compression services to EQT. Under the agreement, EQM receives fixed gathering and compression fees per dekatherm, each subject to annual adjustment for inflation based on the Consumer Price Index. This agreement covers approximately 2,200 gross acres of EQT’s acreage position in Washington County as of December 31, 2019.

Effective as of December 16, 2016, in connection with an acquisition by EQT, EQT assumed the obligations under the Appalachia North Gathering System Gas Gathering Agreement, to which RMP was a party prior to the EQM-RMP Merger. As

a result of the EQM-RMP Merger, the surviving entity assumed RMP’s obligations under this agreement to gather natural gas on the Washington County, Pennsylvania gathering system acquired by EQM as a result of the EQM-RMP Merger and provide compression services to EQT. Under the agreement, EQM receives fixed gathering and compression fees per dekatherm, each subject to annual adjustment for inflation based on the Consumer Price Index. The initial term of this agreement is until December 31, 2023 and it covers approximately 4,000 gross acres of EQT’s acreage position in Washington County as of December 31, 2019.

Effective as of October 19, 2016, in connection with RMP’s acquisition in October 2016 of certain midstream assets previously owned by affiliates of Vantage Energy, LLC (the Vantage Midstream Asset Acquisition), RMP acquired Vantage Energy II Access LLC, which became an indirect wholly-owned subsidiary of EQM as a result of the EQM-RMP Merger. Vantage Energy II Access LLC is party to a gas gathering agreement with an affiliate of EQT. Pursuant to the agreement, EQM gathers natural gas on its Windridge gathering system and provides compression and dehydration services to EQT. The initial term of this agreement expires in December 2023, with monthly renewal terms thereafter. Under the agreement, EQM receives fixed gathering, compression and dehydration fees per dekatherm, each subject to an annual adjustment for inflation based upon the Consumer Price Index. Under this agreement, EQT dedicates the first 20,000 dekatherm per day of gas in Greene County, Pennsylvania to the Windridge gathering system, and may also deliver gas from the Utica formation or other locations outside the dedicated acreage, which will count towards EQT’s dedication. Upon notice from EQT, EQM will be obligated to connect additional receipt and delivery points on the Windridge gathering system at EQT's sole cost.

Additionally, Vantage Energy II Access LLC is party to a letter agreement with an affiliate of EQT, among other parties, pursuant to which EQM facilitates the crossflow of EQT’s gas into the Windridge gathering system from its Rogersville gathering system for an additional 25% of the gathering fee and an additional 100% of the compression fee applicable to services provided to EQT on its Windridge system.

On November 25, 2015, Rice Poseidon Midstream LLC, which became an indirect wholly-owned subsidiary of EQM as a result of the EQM-RMP Merger, executed a fixed price per unit gas gathering agreement with a subsidiary of Rice Energy (which was acquired by EQT as a result of the Rice Merger). Pursuant to the agreement, EQM gathers and compresses natural gas on its Whipkey gathering system and connects its gathering system with the ASR gathering system. The primary term of this agreement expires in November 2025, with yearly evergreen renewal terms thereafter. EQM receives fixed gathering and compression fees per dekatherm. Additionally, it receives an interconnect fee on a monthly basis per dekatherm received at each applicable receipt point. All fees are subject to an annual adjustment based on the Consumer Price Index. This agreement covers approximately 2,200 gross acres of EQT’s gross acreage position in Greene County, Pennsylvania as of December 31, 2019. Under this agreement, EQT dedicates all gas from the subject acreage to the Whipkey gathering system.

On September 14, 2017, Rice Poseidon Midstream LLC, which became an indirect wholly-owned subsidiary of EQM as a result of the EQM-RMP Merger, executed a gas gathering agreement with two subsidiaries of EQT. Pursuant to the agreement, EQM provides gathering services for EQT's State Gamelands 179 Well Pad in Greene County, Pennsylvania. The initial term of the agreement expires in September 2032 (with year-to-year rollovers). EQT initially subscribed for total guaranteed capacity of approximately 200 MMcf per day, with additional volumes delivered on an interruptible basis. Beginning on January 1, 2020, and continuing each year thereafter, EQT and EQM will adjust the total guaranteed capacity for the following year to account for new dedicated gas to be brought online and taking into account the average volume of gas delivered in excess of total guaranteed capacity during the six months prior to the adjustment. Also, under the agreement, EQT has dedicated all gas from the Marcellus formation or above that is produced from wells located in the State Gamelands 179 Well Pad. EQT may also dedicate new gas under the agreement upon notice to EQM, which would result in an upward adjustment to total guaranteed capacity after January 1, 2020, as described above. EQM provides both gathering and compression services, with separate fixed fees charged per dekatherm of gas gathered and compressed.

Transportation Service and Precedent Agreements

For the years ended December 31, 2019, 2018 and 2017, ~~2016 and 2015, EQM's~~EQM’s transportation agreements with EQT accounted for approximately ~~64%~~65%, ~~73%~~62% and ~~61%~~64%, respectively, of the natural gas throughput on ~~EQM's~~EQM’s transmission and storage system and ~~59%~~56%, ~~56%~~47% and ~~53%~~54%, respectively, of ~~EQM's~~EQM’s transmission revenues.

EQT Energy has contracted with Equitrans for firm transmission capacity with a primary term through October of 2024. The reserved capacity under this contract was 1,076 BBtu per day through August 1, 2016, is 1,035 BBtu through July 1, 2023 and will decrease as follows thereafter: 630 BBtu on July 1, 2023, 325 BBtu on September 1, 2023 and 30 BBtu on October 1, 2024. EQT ~~Energy's~~Energy’s firm transportation agreement will automatically renew for one year periods upon the expiration of the primary term, subject to six months prior written notice by either party to terminate. In addition, during 2017, EQT Energy assumed a contract for 20 BBtu per day of firm transmission capacity with a primary term through June 30, 2024 which will automatically renew for one year periods upon the expiration of the primary term, subject to six months prior written notice by

either party to terminate. On November 13, 2017, EQT acquired a contract for 105 BBtu per day of firm transmission capacity with a primary term through October 31, 2018, which automatically renewed on November 1, 2018 and November 1, 2019 and will continue to automatically renew for one year periods upon the expiration of the ~~primary~~then-current term, subject to six months prior written notice by either party to terminate. EQM has also entered into agreements with EQT Energy to provide (i) interruptible transmission service, which is currently renewing automatically for one year periods, subject to six months prior written notice by either party to terminate; and (ii) interruptible wheeling service, which is currently renewing automatically for one year periods, subject to one month prior written notice by either party to terminate.

In January 2016, EQT Energy entered into a firm transportation agreement for 650 BBtu per day of firm transmission capacity on ~~EQM's~~EQM’s Ohio Valley Connector pipeline. The firm transmission capacity became available when the pipeline began service on October 1, 2016. This agreement has a primary term through September 30, 2036.

EQT Energy is also party to a precedent agreement and service agreement with Equitrans for 300 BBtu per day of firm transmission capacity for a 20-year term utilizing proposed capacity ~~which~~that will be created by ~~EQM's~~EQM’s proposed Equitrans, L.P. Expansion project. The firm ~~transmission~~reservation charges and EQT Energy's associated capacity commitment for the Equitrans, L.P. Expansion project will ~~become available upon completion of the project,~~commence once MVP is placed in service, which EQM is targeting in ~~the fourth quarter of 2018.~~

late 2020.

In connection with the Marianna Gas Gathering Agreement, on August 7, 2017, EQT Energy entered into a ~~2-year~~two-year (with month-to-month rollovers) transportation service agreement with Equitrans, under which EQT Energy pays a fixed fee per dekatherm of natural gas transported under the agreement. The transmission agreement was effective on September 1, 2017.

In connection with the River Pad Gas Gathering Agreement, on July 25, 2017, EQT Energy entered into a 10-year (with year-to-year rollovers) transportation service agreement with Equitrans for approximately 30 MMcf per day of firm transportation capacity. The firm transmission capacity ~~will become~~became available upon completion of the River Pad project, which ~~EQM expects to be~~was completed in the second quarter of 2018.

Storage Agreements

~~EQT~~EQM is not currently a party to any firm storage agreements with ~~EQM.~~EQT. EQM does, however, provide ~~interruptible storage and~~balancing, lending and parking services to EQT pursuant to Rate ~~Schedules INSS and~~Schedule LPS. For the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015,~~2017, EQT accounted for approximately 2%9%, 1%3% and 1%2%, respectively, of ~~EQM's~~EQM’s storage revenues.

Water Services Agreements

For the years ended December 31, 2019 and 2018, and for the period from November 13, 2017 through December 31, 2017, EQT represented 89%, 93% and substantially all of EQM's water service revenues, respectively.

EQM Water Services Agreements

On June 18, 2018, EQM executed a water services agreement with EQT whereby EQM agreed to provide, on an interruptible basis, fresh water for use in connection with well drilling, hydro-fracturing and extraction operations at EQT’s Carpenter well pad located in Greene County, Pennsylvania. The agreement has an initial term of five years, beginning on the in-service date of the water system, which occurred on July 17, 2018, and may be extended by the written agreement of the parties thereafter. Under the agreement, EQM receives a fixed fee for freshwater deliveries by pipeline directly to the Carpenter well pad. EQM and EQT entered into an Amended and Restated Water Services Agreement for the Carpenter well pad effective December 3, 2018 (Amended Carpenter Agreement). Pursuant to the Amended Carpenter Agreement, EQM will provide fresh water from its Washington and Greene County and Southwestern Pennsylvania Water Authority (SPWA) systems to the Carpenter well pad at a fixed rate paid by EQT. EQM’s service will be provided on an interruptible basis, although EQT has committed to exclusively use EQM’s water for the Carpenter well pad up to the required daily volume (on days EQT withdraws water). The Amended Carpenter Agreement contemplates a target in-service date of June 1, 2019, has an initial term of five years from the effective date and may be extended by written agreement of the parties thereafter.

Effective July 13, 2018, EQM executed a water services agreement with EQT whereby EQM agreed to provide, on an interruptible basis, fresh water for use in connection with hydraulic fracturing and drilling operations and other related operations in EQT’s Claysville (Pisces) development area, subject to a minimum annual volume commitment. Under the agreement, EQM agreed to construct and operate a fresh water system connecting the SPWA's water system to each well within the Claysville (Pisces) development area for the delivery of fresh water under the water services agreement. The agreement has an initial term of ten years from the in-service date of the fresh water system, which is expected to occur in the second quarter of 2019, and will continue from year to year thereafter. Under the agreement, EQM will receive, in addition to certain other fees, (i) fixed fees per gallon based upon the volume of fresh water deliveries over the term of the agreement, subject to annual

consumer price index adjustments, (ii) fees assessed by SPWA or another third party to source fresh water for delivery through the fresh water system; and (iii) reimbursement for all operational costs and fees to provide water to EQT.

In December 2018, Equitrans Water Services (PA), LLC executed three additional water services agreements with EQT Production Company to design, construct, operate and maintain fresh water systems for the purpose of providing fresh water services to support EQT’s well drilling, hydraulic fracturing and extraction work at several of its operations at various locations in Washington and Greene Counties, Pennsylvania:

Third Amended and Restated Water Services Agreement, dated December 3, 2018 (Kevech/Smith Agreement). Pursuant to the Kevech/Smith Agreement, Equitrans Midstream will provide fresh water from its Washington and Greene County system to EQT’s SR-917, Xman, Cashdollar, Kevech, Smith and Mojo well pads and charge a fixed rate paid that varies by delivery point. Equitrans Midstream’s service will be provided on an interruptible basis, although EQT has committed to exclusively using Equitrans Midstream’s water provided from the Smith and Kevech delivery points. EQT must provide 60 days’ notice prior to required service at the Cashdollar, Smith, and Kevech delivery points and 45 days’ notice prior to required service for all other delivery points. The Kevech/Smith Agreement has an initial term expiring October 21, 2022, which may be extended annually by EQT with prior notice for up to four periods of one year each.

Water Services Agreement, dated December 3, 2018 (Steelhead Agreement). Pursuant to the Steelhead Agreement, Equitrans Midstream will provide fresh water from the SPWA system to EQT’s Hunter, Gahagan, Gregor, Lacko and Sanders well pads (and any additional delivery points added within 2,500 feet of each pad) and charge a tiered rate paid based upon water volumes provided. Equitrans Midstream’s service is provided on a firm basis up to EQT’s agreed minimum annual water volume commitment and on an interruptible basis thereafter. The Steelhead Agreement contemplates an in-service date within November 15 and December 1, 2018 and has an initial term of ten years which can be extended year to year thereafter.

Water Service Agreement, dated December 10, 2018 (SGL-179 Agreement). Pursuant to the SGL-179 Agreement, Equitrans Midstream will provide fresh water from the SPWA system to EQT’s State Game Lands 179 well pad (and any additional delivery points that are added within a 1.5 mile radius around the SGL-179 pad) and charge a tiered rate paid based upon water volumes provided. Equitrans Midstream’s service is to be provided on a firm basis up to EQT’s agreed minimum annual water volume commitment and on an interruptible basis thereafter. The SGL-179 Agreement contemplates an in-service date range within June 1 and June 15, 2019 and has an initial term of ten years which can be extended year to year thereafter.

EQM Gathering Opco LLC and EQT also entered into a letter agreement dated December 3, 2018 memorializing EQM’s commitment in furtherance of existing water services agreements between Equitrans Water Services (OH) LLC and Equitrans Water Services (PA) LLC and EQT to provide and transfer fresh water from EQM owned and operated impoundments in Ohio and Pennsylvania to EQT operations (Impoundment Agreement). Pursuant to the Impoundment Agreement, EQM will provide this service on an interruptible basis and EQM has the sole right to agree to, limit, or reject EQT service requests. EQT is responsible for all costs incurred to provide this service and will pay EQM a fixed rate for supplied water. EQT shall provide as much notice as reasonably possible prior to required in-service dates and the Impoundment Agreement will remain effective until the parties mutually agree to terminate it.

Legacy RMP Water Services Agreements

As a result of the EQM-RMP Merger, the surviving entity assumed RMP’s obligations under a Second Amended and Restated Water Services Agreement executed on June 13, 2017 with EQT, pursuant to which EQM provides certain freshwater services to EQT for various delivery points in Washington and Greene Counties, Pennsylvania. The term of the agreement expires on October 15, 2020. Under the agreement, EQM receives fees per gallon based upon the relevant delivery point.

As a result of the EQM-RMP Merger, the surviving entity assumed RMP’s obligations under water services agreements executed on November 4, 2015 with Rice Energy, pursuant to which EQM provides certain fluid handling services to EQT, including the exclusive right to provide fresh water for well completions operations in the Marcellus and Utica Shales and to collect and recycle or dispose of flowback and produced water within areas of dedication in defined service areas in Pennsylvania and Ohio. The initial term of the water services agreements expires in December 2029 and continues from month to month thereafter. Under the agreements, EQM will receive (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well site, subject to annual consumer price index adjustments, and (ii) a produced water hauling fee of actual out-of-pocket cost incurred by it, plus a 2% margin.

The table below sets forth the revenues recognized by EQM with respect to the gathering, transmission and storage and water services agreements described above with EQT or its affiliates for the years ended December 31, ~~2017, 2016~~2019, 2018 and ~~2015.~~2017.


	Years Ended December 31,						Years Ended December 31,
	2017		2016		2015		2019		2018		2017
	(Thousands)						(Thousands)
DESCRIPTION OF REVENUE
Gathering	$	403,082	$	380,164	$	321,173	$	833,223	$	798,104	$	450,374
Transmission and storage	$	202,016	$	171,189	$	141,198
Transmission							218,330		210,021		202,016
Water Service							71,073		103,164		13,549
Total							$	1,122,626	$	1,111,289	$	665,939

Pipeline, Construction, Ownership and Operating Agreement

A subsidiary of EQT is party to a Pipeline, Construction, Ownership and Operating Agreement (the Whipkey Agreement) pursuant to which it owned a 60% working interest in a joint venture that owns a natural gas gathering pipeline in Greene County, Pennsylvania. The gathering pipeline owned by the joint venture is connected to seven producing wells operated by EQT. The Whipkey Agreement was contributed to RMP, which was acquired by EQM as a result of the EQM-RMP Merger, in connection with the closing of RMP’s IPO. RMP, prior to the EQM-RMP Merger, and EQM, following the EQM-RMP Merger, recognized approximately $3.1 million, $1.8 million and $2.1 million of revenue, respectively, during the years ended December 31, 2019, 2018 and 2017, respectively, pursuant to the Whipkey Agreement.

EQT Corporation Guaranty

EQT has guaranteed ~~all~~the payment obligations ~~plus interest and any other charges, due and payable by EQT Energy to Equitrans pursuant to the agreements discussed above,~~of certain of its subsidiaries, up to a maximum amount of $115 million, $50 million and $30 million related to gathering, transmission and water services, respectively, across all applicable contracts, for the benefit of the subsidiaries of EQM providing such services. In January 2020, EQT's guaranty in relation to its transmission contracts with EQM increased to $131 million. ~~This guaranty~~In connection with the execution of the EQT Global GGA and related agreements, EQM agreed to relieve certain credit posting requirements for EQT under its commercial agreements with EQM, subject to EQT maintaining a minimum credit rating from two of three rating agencies of (i) Ba3 with Moody’s, (ii) BB- with S&P and (iii) BB- with Fitch. See Note 15 for further discussion regarding EQM's exposure to credit risk. The guarantees will terminate ~~on November~~upon EQT’s providing 30 ~~2023 unless terminated earlier by EQT by providing 10~~ days written notice.

364-day Uncommitted Revolving Loan Agreement

OnIn October ~~26,~~ 2016, EQM entered into a $500 million, 364-day, uncommitted revolving loan agreement with EQT (the 364-Day Facility). The 364-Day Facility will mature on October 24, 2018 and will automatically renew for successive 364-day periods unless EQT delivers a non-renewal notice at least 60 days prior to the then current maturity date. EQM may terminate the 364-Day Facility at any time by repaying in full the unpaid principal amount of all loans together with interest thereon. The 364-Day Facility iswas available for general partnership purposes and ~~does~~did not contain any covenants other than the obligation to pay accrued interest on outstanding borrowings. Interest ~~will accrue~~accrued on any outstanding borrowings at an interest rate equal to the rate then applicable to similar loans under the ~~$1 Billion Facility, or a successor~~ revolving credit ~~facility,~~agreement with the largest aggregate commitment amount to which EQM was then a party, less the sum of (i) the then applicable commitment fee under the ~~$1 Billion Facility~~such agreement and (ii) 10 basis points. ~~During~~

EQM had no borrowings outstanding on the 364-Day Facility as of December 31, 2018 and 2017. There were no borrowing outstanding at any time during the year ended December 31, ~~2017, EQM borrowed and repaid $150 million under~~2018 on the 364-Day Facility. During the year ended December 31, ~~2017, EQM paid interest to EQT~~2018, the maximum amount of ~~$0.5 million under the 364-Day Facility. EQM had no~~EQM's outstanding borrowings ~~outstanding~~ under the 364-Day Facility ~~during~~at any time was $100 million, the ~~year ended December 31, 2016.~~average daily balance was approximately $23 million and the weighted average annual interest rate was 2.2%.

On November 12, 2018, in connection with the Separation, EQT terminated the 364-Day Facility.

Transmission Acreage Dedication

Pursuant to an acreage dedication to EQM by EQT, EQM has the right to elect to transport, at a negotiated rate, which will be the higher of a market or cost of service rate, all natural gas produced from wells drilled by EQT on the dedicated acreage, which is an area covering approximately 60,000 acres surrounding ~~EQM's~~EQM’s storage assets in Allegheny, Washington and Greene counties in Pennsylvania and Wetzel, Marion, Taylor, Tyler, Doddridge, Harrison and Lewis counties in West Virginia. The acreage dedication is contained in a sublease agreement in which EQM granted to EQT all of the oil and gas interests, including the exclusive rights to drill, explore for, produce and market such oil and gas, EQM had received as part of certain of its oil and gas leasehold estates EQM uses for gas storage and protection. Furthermore, if EQT acquires acreage with natural gas storage rights within the area of mutual interest established by the acreage dedication, then EQT will enter into an agreement with EQM to permit it to store natural gas on such acreage. Likewise, if EQM acquires acreage within the area of mutual interest with natural gas or oil production, development, marketing and exploration rights, such acreage will automatically become subject to ~~EQT's~~EQT’s rights under the acreage dedication.

See also Note 19 for a discussion of the transactions announced on February 27, 2020 with respect to Equitrans Midstream and EQT.

Review, Approval or Ratification of Transactions with Related Persons

The Board has adopted a related person transaction approval policy that establishes procedures for the identification, review and approval of related person transactions. Pursuant to the policy, the management of the EQM General Partner is charged with primary responsibility for determining whether, based on the facts and circumstances, a proposed transaction is a related person transaction.

For purposes of the policy, a ~~"Related Person"~~“Related Person” is any director or executive officer of the EQM General Partner, any nominee for director, any unitholder known to EQM to be the beneficial owner of more than 5% of any class of ~~EQM's~~EQM’s voting securities, and any immediate family member of any such person. A ~~"Related~~“Related Person ~~Transaction"~~Transaction” is generally a transaction in which EQM is, ~~or the EQM General Partner~~ or any of its subsidiaries is, a participant, where the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest. Transactions resolved under the conflicts provision of ~~EQM's~~EQM’s partnership agreement are not required to be reviewed or approved under the policy. Please read ~~"Conflicts~~“Conflicts of ~~Interest"~~Interest” below.

To assist management in making this determination, the policy sets forth certain categories of transactions that are deemed to be pre-approved by the Board under the policy. The transactions which are automatically pre-approved include (i) transactions involving employment of the EQM General ~~Partner's~~Partner’s executive officers, as long as the executive officer is not an immediate family member of another of the EQM General ~~Partner's~~Partner’s executive officers or directors and the compensation paid to such executive officer was approved by the Board; (ii) transactions involving compensation and benefits paid to the EQM General ~~Partner's~~Partner’s directors for service as a director; (iii) transactions on competitive business terms with another company in which a director or immediate family member of ~~the director's only relationship~~a director is as an employee or executive officer, a director, or a beneficial owner of less than 10% of that ~~company's~~company’s shares, provided that the amount involved does not exceed the greater of $1,000,000 or 2% of the other ~~company's~~company’s consolidated gross revenues; (iv) transactions where the interest of the Related Person arises solely from the ownership of a class of equity securities of EQM, and all holders of that class of

equity securities receive the same benefit on a pro rata basis; (v) transactions where the rates or charges involved are determined by competitive bids; (vi) transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation; (vii) transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services; and (viii) any charitable contribution, grant or endowment by EQM or any affiliated charitable foundation to a charitable or non-profit organization, foundation or university in which a Related ~~Person's~~Person’s only relationship is as an employee or a director or trustee, provided the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the ~~recipient's~~recipient’s consolidated gross revenues.

If, after applying these categorical standards and weighing all of the facts and circumstances, management determines that a proposed transaction is a Related Person Transaction, management must present the proposed transaction to the Board for review or, if impracticable under the circumstances, to the chairman of the Board. The Board must then either approve or reject the transaction in accordance with the terms of the policy taking into account all facts and circumstances, including (i) the benefits to EQM of the transaction; (ii) the terms of the transaction; (iii) the terms available to unaffiliated third parties and employees generally; (iv) the extent of the affected director or executive ~~officer's~~officer’s interest in the transaction; and (v) the potential for the transaction to affect the ~~individual's~~individual’s independence or judgment. The Board ~~of the EQM General Partner~~ may, but is not required to, seek the approval of the Conflicts Committee for the resolution of any related person transaction.

Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between the EQM General Partner and its affiliates, including ~~EQT, EQGP and RMP,~~Equitrans Midstream, on the one hand, and EQM and its limited partners, on the other hand. The directors and officers of the EQM General Partner have duties to manage the EQM General Partner in a manner beneficial to its owners. At the same time, the EQM General Partner has a duty to manage EQM in a manner beneficial to EQM and its limited partners. The Delaware Revised Uniform Limited Partnership Act provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner to limited partners and the partnership. Pursuant to these provisions, ~~EQM's~~EQM’s partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by its general partner with contractual standards governing the duties of the general partner and the methods of resolving conflicts of interest. ~~EQM's~~EQM’s partnership agreement also specifically defines the remedies available to limited partners for actions taken that, without these defined liability standards, might constitute breaches of fiduciary duty under applicable Delaware law.

All of the officers and five of the directors of the EQM General Partner are also officers and/or directors of ~~EQT~~Equitrans Midstream and owe fiduciary duties to EQT, and three of the officers and four of the directors of the EQM General Partner are also officers and/or directors of the EQGP General Partner and owe fiduciary duties to EQGP. Additionally, all of the officers and five of the directors of the EQM General Partner are also officers and/or directors of the RMP General Partner and owe fiduciary duties to RMP.Equitrans Midstream. Consequently, these directors and officers may encounter situations in which their obligations to ~~EQGP, EQT or RMP, as applicable,~~Equitrans Midstream, on the one hand, and EQM, on the other hand, are in conflict.

Whenever a conflict arises between the EQM General Partner or its affiliates, on the one hand, and EQM or any other partner, on the other, the EQM General Partner will resolve that conflict. The EQM General Partner may seek the approval of such resolution from the Conflicts ~~Committee of the Board.~~Committee. There is no requirement that the EQM General Partner seek the approval of the Conflicts Committee for the resolution of any conflict, and, under ~~EQM's~~EQM’s partnership agreement, the EQM General Partner may decide to seek such approval or resolve a conflict of interest in any other way permitted by the partnership agreement, as described below, in its sole discretion. The EQM General Partner will decide whether to refer the matter to the Conflicts Committee on a case-by-case basis. An independent third party is not required to evaluate the fairness of the resolution.

The EQM General Partner will not be in breach of its obligations under the partnership agreement or its duties to EQM or its limited partners if the resolution of the conflict is:

approved by the Conflicts Committee, ~~of the EQM General Partner,~~ although the EQM General Partner is under no obligation to seek such approval;

approved by the vote of a majority of the outstanding common units, excluding any common units owned by the EQM General Partner or any of its affiliates;

determined by the Board to be on terms no less favorable to EQM than those generally being provided to or available from unrelated third parties; or

determined by the Board to be fair and reasonable to EQM, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to EQM.

The EQM General Partner may, but is not required to, seek the approval of such resolution from the Conflicts ~~Committee of its Board.~~Committee. If the EQM General Partner does not seek approval from the Conflicts Committee and the Board determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the Board acted in good faith, and in any proceeding brought by or on behalf of any limited partner or EQM challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. In resolving conflicts of interest under the standard set forth in the fourth bullet point above, the EQM partnership agreement permits the Board to take into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to EQM, in determining what is fair and reasonable to EQM. Fair and reasonable is not defined in the EQM partnership agreement and what constitutes fair and reasonable will depend on the circumstances. Furthermore, the EQM partnership agreement permits the ~~EQM General Partner~~ Board to consult with legal counsel, investment bankers and other advisors in making decisions, though the extent to which the Board will seek such advice will depend on the facts and circumstances of the transaction being considered. If the EQM General Partner Board reasonably believes that advice or an opinion provided by such advisors is within such ~~person's~~person’s professional or expert competence, then any act taken in reliance upon such advice or opinion will conclusively be deemed to be fair and reasonable. Unless the resolution of a conflict is specifically provided for in ~~EQM's~~EQM’s partnership agreement, the EQM General Partner or the Conflicts Committee ~~of its Board~~ may consider any factors it determines in good faith to consider when resolving a conflict. When ~~EQM's~~EQM’s partnership agreement requires someone to act in good faith, it requires that person to subjectively believe that he or she is acting in the best interests of EQM or meets the specified standard, for example, a transaction on terms no less favorable to EQM than those generally being provided to or available from unrelated third parties.

Director Independence

The NYSE does not require a listed publicly traded limited partnership, such as EQM, to have a majority of independent directors on the board of directors of its general partner. To assist it in determining the independence of the directors of the EQM General Partner, the Board established guidelines, which are included in its corporate governance guidelines and conform to the independence requirements under the NYSE listing standards. For a discussion of the independence of the Board, please see Item 10, ~~"Directors,~~“Directors, Executive Officers and Corporate Governance-Committees of the Board of Directors."”

Item 14. Principal Accounting Fees and Services

Ernst & Young LLP served as ~~EQM's~~EQM’s independent auditor for the year ended December 31, ~~2017.~~2019. The following chart details the fees billed to EQM by Ernst & Young LLP during ~~2017~~2019 and ~~2016:~~

2018:


	Years Ended December 31,				Years Ended December 31,
	2017		2016		2019		2018
Audit fees ⁽¹⁾	$	705,000	$	843,092	$	2,014,992	$	817,920
Audit-related fees ⁽²⁾	4,500		15,000		—		—
Tax fees	—		—		—		—
All other fees	—		—		—		—
Total	$	709,500	$	858,092	$	2,014,992	$	817,920

(1)

Includes fees for the audit of ~~EQM's~~EQM’s annual financial statements and internal control over financial reporting, reviews of financial statements included in ~~EQM's~~EQM’s quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements, including certain attest engagements, comfort letter procedures and ~~consents and for 2016 fees for services associated with EQM acquisitions from EQT.~~consents.


~~(2)~~	~~Includes fees for services associated with attest engagements not required by statute or regulation.~~

The Audit Committee of the EQM General Partner has adopted a policy regarding the services of its independent auditors under which ~~EQM's~~EQM’s independent accounting firm is not allowed to perform any service that may have the effect of jeopardizing the independent public ~~accountant's~~accountant’s independence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following:

Bookkeeping or other services related to the accounting records or financial statements

Financial information systems design and implementation

Appraisal or valuation services, fairness opinions or contribution-in-kind reports

Actuarial services

Internal audit outsourcing services

Management functions

Human resources functions

Broker-dealer, investment adviser or investment banking services

Legal services

Expert services unrelated to the audit

Prohibited tax services

All audit and permitted non-audit services must be pre-approved by the Audit Committee. The Audit Committee has delegated specific pre-approval authority with respect to audit and permitted non-audit services to the Chairman of the Audit Committee but only where pre-approval is required to be acted upon prior to the next Audit Committee meeting and where the aggregate audit and permitted non-audit services fees are not more than $75,000. The Audit Committee encourages management to seek pre-approval from the Audit Committee at its regularly scheduled meetings. In ~~2017,~~2019, 100% of the professional fees reported as audit-related fees were pre-approved pursuant to the above policy.

The Audit Committee has approved the appointment of Ernst & Young LLP as ~~EQM's~~EQM’s independent auditor to conduct the audit of ~~EQM's~~EQM’s consolidated financial statements for the year ended December 31, ~~2018.~~2020.

PART IV

Item 15. Exhibits and Financial Statement Schedules



(a)	1	Financial Statements	Page Reference
		Statements of Consolidated Operations for each of the three years in the period ended December 31, ~~2017~~2019	6490
		Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, ~~2017~~2019	6592
		Consolidated Balance Sheets as of December 31, ~~2017~~2019 and ~~2016~~2018	6694
		Statements of Consolidated Equity for each of the three years in the period ended December 31, ~~2017~~2019	6796
		Notes to Consolidated Financial Statements	6897

	2	Financial Statement Schedules
		All schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to require submission of the schedules.
		The financial statements of the MVP Joint Venture, Series A are included in this filing as Exhibit 99.2 pursuant to Rule 3-09 of Regulation S-X.

	3	Exhibits
		The exhibits referenced below are filed (or, as applicable, furnished) as part of this Annual Report on Form 10-K.



Exhibits	Description	Method of Filing
2.1(a)	Contribution and Sale Agreement, dated as of March 10, 2015, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, ~~LP,~~LP), EQT Midstream Services, LLC, EQM Gathering Opco, LLC, EQT Corporation, EQT Gathering, LLC, EQT Energy Supply Holdings, LP, and EQT Energy, LLC. ~~EQT~~EQM Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-35574) filed on March 10, 2015.
2.1(b)	Amendment No. 1 to Contribution and Sale Agreement, dated as of March 30, 2017, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, ~~LP,~~LP), EQT Midstream Services, LLC, EQM Gathering Opco, LLC, EQT Corporation, EQT Gathering, LLC, EQT Energy Supply Holdings, LP, and EQT Energy, LLC.	Incorporated herein by reference to Exhibit 2.1 to Form 10-Q (#001-35574) for the quarterly period ended March 31, 2017.
2.2	Purchase and Sale Agreement, dated as of October 13, 2016, by and among EQT Corporation, EQT Gathering Holdings, LLC, EQT Gathering, LLC, EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, ~~LP,~~LP), Equitrans Investments, LLC, Equitrans, L.P. and EQM Gathering Opco, LLC. ~~EQT~~EQM Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-35574) filed on October 13, 2016.
~~3.1~~2.3	~~Certificate~~Agreement and Plan of ~~Limited Partnership~~Merger, dated as of April 25, 2018, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, ~~LP.~~LP), EQM Midstream Services, LLC (formerly known as EQT Midstream Services, LLC), EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, RM Partners LP (formerly known as Rice Midstream Partners LP), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC) and, solely for purposes of certain provisions thereof, EQT Corporation. EQM Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit ~~3.1~~2.1 to Form ~~S-1 Registration Statement (#333-179487)~~8-K (#001-35574) filed on April 26, 2018.



2.4	Contribution and Sale Agreement, dated as of April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) and EQM Gathering Holdings, LLC. EQM Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 2.2 to Form 8-K (#001-35574) filed on April 26, 2018.
2.5	Agreement and Plan of Merger, dated February 13, 2019, by and among EQM Midstream Partners, LP, Equitrans Midstream Corporation, EQM Midstream Services, LLC, EQGP Services, LLC, EQGP Holdings, LP and the other parties thereto. EQM Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-35574) filed on February ~~13, 2012.~~14, 2019.
~~3.2(a)~~2.6	~~First~~ Purchase and Sale Agreement, dated as of March 13, 2019, by and between EQM Midstream Partners, LP and North Haven Infrastructure Partners II Buffalo Holdings, LLC. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-35574) filed on March 15, 2019.
3.1(a)	Amended and ~~Restated Agreement~~restated Certificate of Limited Partnership of EQM Midstream Partners, LP. (formerly known as EQT Midstream Partners, ~~LP,~~LP), dated as of ~~July 2, 2012.~~October 9, 2019.	Incorporated herein by reference to Exhibit 3.2 to Form 8-K (#001-35574) filed on ~~July 2, 2012.~~October 10, 2019
~~3.2(b)~~3.2(a)	~~Amendment No. 1 to the First~~Fourth Amended and Restated Agreement of Limited Partnership of ~~EQT~~EQM Midstream Partners, LP, dated as of ~~July 24, 2014.~~	~~Incorporated herein by reference to Exhibit 3.1 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2014.~~

~~Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)~~



~~Exhibits~~	~~Description~~	~~Method of Filing~~
~~3.2(c)~~	~~Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated as of July 23, 2015.~~	~~Incorporated herein by reference to Exhibit 3.1 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2015.~~
~~3.2(d)~~	~~Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated December 7, 2017.~~April 10, 2019.	Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-35574) filed on ~~December 8, 2017.~~April 10, 2019.
~~3.3~~3.2(b)	~~Certificate of Formation of EQT Midstream Services, LLC.~~	~~Incorporated herein by reference~~ First Amendment to ~~Exhibit 3.3 to Form S-1 Registration Statement (#333-179487) filed on February 13, 2012.~~
~~3.4~~	~~Third~~Fourth Amended and Restated ~~Limited Liability Company~~ Agreement of ~~EQT~~Limited Partnership of EQM Midstream ~~Services, LLC,~~Partners, LP, dated ~~as of May 15, 2015.~~October 9, 2019.	Incorporated herein by reference to Exhibit 3.1 to Form 8-K ~~(#001-35574)~~(#001-33574) filed on ~~May 15,~~October 10, 2019.
3.3(a)	Certificate of Formation of EQGP Services, LLC (formerly known as EQT GP Services, LLC), dated as of January 29, 2015.	Incorporated herein by reference to Exhibit 3.3 to EQT GP Holdings, LP's Form S-1 Registration Statement (#333-202053) filed on February 12, 2015.
3.3(b)	Certificate of Amendment to Certificate of Formation of EQGP Services, LLC (formerly known as EQT GP Services, LLC), dated as of October 12, 2018.	Incorporated herein by reference to Exhibit 3.2 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on October 15, 2018.
3.4(a)	Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC, dated as of October 12, 2018.	Incorporated herein by reference to Exhibit 3.4 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on October 15, 2018.
3.4(b)	First Amendment to Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC, dated as of February 22, 2019.	Incorporated herein by reference to Exhibit 3.5 to Form 8-K (#001-35574) filed on February 22, 2019.
3.4(c)	Second Amendment to Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC, dated October 9, 2019.	Incorporated herein by reference to Exhibit 3.3 to Form 8-K (#001-35574) filed on October 10, 2019.
4.1	Indenture, dated as of August 1, 2014, by and ~~among~~EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, ~~LP,~~LP), as issuer, the subsidiaries of ~~EQT~~EQM Midstream Partners, LP party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-35574) filed on August 1, 2014.
4.2	First Supplemental Indenture, dated as of August 1, 2014, by and among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, ~~LP,~~LP), as issuer, the subsidiaries of ~~EQT~~EQM Midstream Partners, LP party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-35574) filed on August 1, 2014.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)



Exhibits	Description	Method of Filing
4.3	Second Supplemental Indenture, dated as of November 4, 2016, by and between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, ~~LP,~~LP), as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-35574) filed on November 4, 2016.
4.4	Third Supplemental Indenture, dated as of June 25, 2018, by and between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-35574) filed on June 25, 2018.
4.5	Fourth Supplemental Indenture, dated as of June 25, 2018, by and between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated herein by reference to Exhibit 4.4 to Form 8-K (#001-35574) filed on June 25, 2018.
4.6	Fifth Supplemental Indenture, dated as of June 25, 2018, by and between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.	Incorporated herein by reference to Exhibit 4.6 to Form 8-K (#001-35574) filed on June 25, 2018.
4.7	Registration Rights Agreement, dated as of April 10, 2019, by and among EQM Midstream Partners, LP and the Purchasers party thereto. EQM Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-35574) filed on April 10, 2019.
4.8	Description of Certain of Registrants' Securities.	Filed herewith as Exhibit 4.8.
10.1	Assignment and Assumption Agreement, dated as of March 30, 2015, by and among EQT Gathering, LLC, EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LPLP) and MVP Holdco, LLC.	Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-35574) for the quarterly period ended March 31, 2015.
~~10.2(a)~~10.2	Amended and Restated Omnibus Agreement, dated ~~as of July 2, 2012, by and~~November 13, 2018, among EQT Corporation, EQM Midstream Partners, LP, ~~EQT~~and EQM Midstream Services, ~~LLC and EQT Corporation.~~	~~Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-35574) filed on July 2, 2012.~~
~~10.2(b)~~	~~Amendment No. 1 to Omnibus Agreement, effective as of January 1, 2015, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC and EQT Corporation.~~LLC.	Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-35574) filed on ~~March 17, 2015.~~November 13, 2018.
10.3	Secondment Agreement, dated December 7, 2017, by and among EQT Corporation, EQT Gathering, LLC, Equitrans, L.P., EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, ~~LP,~~LP), and ~~EQT~~EQM Midstream Services, LLC.	Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-35574) filed on December 8, 2017.
10.4	~~Equity Distribution Agreement, dated as of August 27, 2015, by and among EQT Midstream Partners, LP and the Managers named therein.~~	~~Incorporated herein by reference to Exhibit 1.1 to Form 8-K (#001-35574) filed on August 27, 2015.~~
~~10.5~~	~~Second~~Third Amended and Restated Credit Agreement, dated as of ~~July~~October 31, ~~2017,~~2018, by and among ~~EQT~~EQM Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto.	Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-35574) filed on ~~August 3, 2017.~~October 31, 2018.
~~10.6~~	~~364-Day Uncommitted Revolving Loan Agreement, dated as of October 26, 2016, by and between EQT Corporation and EQT Midstream Partners, LP.~~	~~Incorporated herein by reference to Exhibit 10.1 to Form 10-Q (#001-35574) for the quarterly period ended September 30, 2016.~~
10.7(a)*	~~EQT Midstream Services, LLC 2012 Long-Term Incentive Plan, dated as of July 2, 2012.~~	~~Incorporated herein by reference to Exhibit 10.5 to Form 8-K (#001-35574) filed on July 2, 2012.~~
10.7(b)10.5	Form of Phantom Unit Award Agreement.	Incorporated herein by reference to Exhibit 10.6 to Amendment No. 2 to Form S-1 Registration Statement (#333-179487) filed on May 10, 2012.

~~Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)~~



~~Exhibits~~	~~Description~~	~~Method of Filing~~
10.810.6	Form of Director and/or Executive Officer Indemnification Agreement.	Incorporated herein by reference to Exhibit 10.15 to Amendment No. 3 to Form S-1 Registration Statement (#333-179487) filed on June 5, 2012.
~~10.9(a)~~10.7(a)	Sublease Agreement, effective as of March 1, 2011, by and between Equitrans, L.P. and EQT Production Company.	Incorporated herein by reference to Exhibit 10.12 to Amendment No. 2 to Form S-1 Registration Statement (#333-179487) filed on May 10, 2012.
~~10.9(b)~~10.7(b)	Amendment of Sublease Agreement, dated as of April 5, 2012, by and between Equitrans, L.P. and EQT Production Company.	Incorporated herein by reference to Exhibit 10.13 to Amendment No. 2 to Form S-1 Registration Statement (#333-179487) filed on May 10, 2012.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)

~~10.10~~
	~~EQT Guaranty dated as~~
Exhibits	Description	Method of ~~April 25, 2012, executed by EQT Corporation in favor of Equitrans, L.P.~~	~~Incorporated herein by reference to Exhibit 10.11 to Amendment No. 2 to Form S-1 Registration Statement (#333-179487) filed on May 10, 2012.~~Filing
~~10.11~~10.8	Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. ~~EQTR 18679-852, dated as of December 20, 2013, by and between Equitrans, L.P. and EQT Energy, LLC.~~	~~Incorporated herein by reference to Exhibit 10.16 to Form 10-K (#001-35574) for the year ended December 31, 2013.~~
~~10.12~~	Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. EQTR 20242-852, dated as of September 24, 2014, by and between Equitrans, L.P. and EQT Energy, LLC.	~~Incorporated herein by reference to Exhibit 10.5 to Form 10-Q (#001-35574) for the quarterly period ended September 30, 2015.~~
~~10.13~~	~~Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. CW2250463-1296,~~EQTR19837-1296, dated as of January 8, 2016 and amended through December 20, 2017, by and between Equitrans, L.P. and EQT Energy, LLC.	~~Filed herewith as~~Incorporated herein by reference to Exhibit ~~10.13.~~10.13 to Form 10-K (#001-35574) for the year ended December 31, 2017.
~~10.14(a)~~10.9(a)	Jupiter Gas Gathering Agreement, effective as of May 1, 2014, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC (as assignee of EQT Gathering, LLC), on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.1 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2014.
~~10.14(b)~~10.9(b)	Amendment No. 1 to Jupiter Gas Gathering Agreement, dated as of December 17, 2014, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand.	Incorporated herein by reference to Exhibit 10.24(b) to Form 10-K (#001-35574) for the year ended December 31, 2015.
~~10.14(c)~~10.9(c)	Amendment No. 2 to Jupiter Gas Gathering Agreement, dated as of October 26, 2015, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.24(c) to Form 10-K (#001-35574) for the year ended December 31, 2015.
~~10.14(d)~~10.9(d)	Amendment No. 3 to Jupiter Gas Gathering Agreement, dated as of August 1, 2016, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.2 to Form 10-Q (#001-35574) for the quarterly period ended September 30, 2016.

~~Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)~~



~~Exhibits~~	~~Description~~	~~Method of Filing~~
~~10.14(e)~~10.9(e)	Amendment No. 4 to Jupiter Gas Gathering Agreement, dated as of June 1, 2017, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand.	Incorporated herein by reference to Exhibit 10.2 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2017.
~~10.14(f)~~10.9(f)	Amendment No. 5 to Jupiter Gas Gathering Agreement, dated as of October 1, 2017, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks (***) because confidential treatment for those terms ~~has been requested from~~was granted by the SEC. The redacted material has been separately filed with the SEC.	~~Filed herewith as~~Incorporated herein by reference to Exhibit 10.14(f). to Form 10-K (#001-35574) for the year ended December 31, 2017.
~~10.15(a)~~10.9(g)	Amendment No. 6 to Jupiter Gas Gathering Agreement, dated as of March 1, 2019, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***].	Incorporated herein by reference to Exhibit 10.4 to Form 10-Q (#001-35574) for the quarterly period ended March 31, 2019.
10.10(a)	Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems, effective as of March 1, 2015, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC (as assignee of EQT Gathering, LLC), on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-35574) filed on March 31, 2015.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)



Exhibits	Description	Method of Filing
~~10.15(b)~~10.10(b)	Amendment No. 1 to Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems, dated as of September 18, 2015, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand.	Incorporated herein by reference to Exhibit 10.25(b) to Form 10-K (#001-35574) for the year ended December 31, 2015.
~~10.15(c)~~10.10(c)	Amendment No. 2 to Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems, dated as of March 30, 2017, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.1 to Form 10-Q (#001-35574) for the quarterly period ended March 31, 2017.
~~10.16(a)~~10.10(e)	Amendment No. 3 to Gas Gathering for Mercury, Pandora, Pluto, and Saturn Gas Gathering Systems, dated June 1, 2019, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by [***].	Incorporated herein by reference to Exhibit 10.2 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2019.
10.11(a)	Gas Gathering Agreement for the WG-100 Gas Gathering System, effective as of March 1, 2015, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC (as assignee of EQT Gathering, LLC), on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-35574) filed on March 31, 2015.
~~10.16(b)~~10.11(b)	Amendment No. 1 to Gas Gathering Agreement for the WG-100 Gas Gathering System, dated as of April 1, 2017, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand.	Incorporated herein by reference to Exhibit 10.1 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2017.
~~10.17(a)~~10.11(c)	~~Second~~Amendment No. 2 to Gas Gathering Agreement for the WG-100 Gas Gathering System, dated June 1, 2019, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by [***].	Incorporated herein by reference to Exhibit 10.1 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2019.
10.12(a)	Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated as of ~~March 10, 2015,~~April 6, 2018, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream, Inc., ~~Vega~~Con Edison Gas Pipeline and Storage, LLC, RGC Midstream, ~~MVP LLC, VED NPI IV,~~ LLC and Mountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.1 to Form ~~8-K~~10-Q/A (#001-35574) filed on ~~March 31, 2015.~~June 18, 2018.
10.12(b)	First Amendment to the Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated as of April 6, 2018, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream, Inc., Con Edison Gas Pipeline and Storage, LLC, RGC Midstream, LLC and Mountain Valley Pipeline, LLC. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Filed herewith as Exhibit 10.12(b).

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)



Exhibits	Description	Method of Filing
~~10.17(b)~~10.13	Second Amended and Restated Gas Gathering and Compression Agreement, dated as of March 31, 2017, by and between Rice Drilling D LLC and EQM Olympus Midstream LLC (formerly known as Rice Olympus Midstream LLC). Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2018.
10.14	Gas Gathering and Compression Agreement, dated as of December 22, 2014, by and among Rice Drilling B LLC, RM Partners LP (formerly known as Rice Midstream Partners LP) and Alpha Shale Resources LP.	Incorporated herein by reference to Exhibit 10.3 to Rice Midstream Partners LP's Form 8-K (#001-36789) filed on December 22, 2014.
10.15(a)	First Amendment to ~~Second Amended~~Gas Gathering and ~~Restated Limited Liability Company~~Compression Agreement, ~~of Mountain Valley Pipeline, LLC, dated~~effective as of ~~January 21,~~October 19, 2016, by and among ~~MVP Holdco,~~Rice Drilling B LLC, ~~US Marcellus Gas Infrastructure, LLC~~Alpha Shale Resources LP and ~~Mountain Valley Pipeline, LLC.~~RM Partners LP (formerly known as Rice Midstream Partners LP). Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit 10.2 to Form 10-Q (#001-35574) for the quarterly period ended ~~March 31, 2016.~~September 30, 2018.
~~10.17(c)~~10.15(b)	Second Amendment to ~~Second~~Gas Gathering and Compression Agreement, dated June 1, 2019, by and among Rice Drilling B, LLC, Alpha Shale Resources, LP and RMP Partners, LP. Specific items in this exhibit have been redacted, as marked by [***].	Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2019.
10.16(a)	Sixth Amended and Restated ~~Limited Liability Company~~Cracker Jack Gas Gathering Agreement, ~~of Mountain Valley Pipeline, LLC,~~ dated as of ~~October 24, 2016,~~February 28, 2017, by and among ~~MVP Holdco,~~Rice Poseidon Midstream LLC, ~~US Marcellus Gas Infrastructure, LLC, WGL Midstream, Inc., Vega Midstream MVP LLC, VED NPI IV,~~EQT Energy, LLC and ~~Mountain Valley Pipeline, LLC.~~EQT Production Company. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items was granted by the SEC. The redacted material has been separately filed with the SEC.	Incorporated herein by reference to Exhibit ~~10.25(c)~~10.3 to Form ~~10-K~~10-Q (#001-35574) for the ~~year~~quarterly period ended ~~December 31, 2016.~~September 30, 2018.
10.18*10.17	Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling D LLC and Rice Water Services (PA) LLC.	Incorporated herein by reference to Exhibit 10.2 to Rice Midstream Partners LP's Form 8-K (#001-36789) filed on November 5, 2015.
10.18	Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling B LLC and Rice Water Services (OH) LLC.	Incorporated herein by reference to Exhibit 10.3 to Rice Midstream Partners LP's Form 8-K (#001-36789) filed on November 5, 2015.
10.19	Second Amended and Restated Omnibus Agreement, dated November 13, 2018, among EQT Corporation, RM Partners LP, EQM Midstream Management LLC, and EQM Poseidon Midstream LLC.	Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-35574) filed on November 13, 2018.
10.20	Amended and Restated Omnibus Agreement, dated as of March 31, 2019, by and among Equitrans Midstream Corporation, EQM Midstream Partners, LP, EQGP Services, LLC and, for limited purposes, EQM Midstream Services, LLC.	Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-35574) for the quarterly period ended March 31, 2019.
10.21	Secondment Agreement, dated November 13, 2018, by and among Equitrans Midstream Corporation, EQM Midstream Partners, LP, and EQM Midstream Services, LLC.	Incorporated herein by reference to Exhibit 10.4 to Form 8-K (#001-35574) filed on November 13, 2018.
10.22	Letter Agreement, dated as of March 1, 2019, among RM Partners LP, Equitrans, L.P., Rice Drilling B LLC, EQM Gathering OPCO, LLC and Alpha Shale Resources LP. Specific items in this exhibit have been redacted, as marked by three asterisks [***].	Incorporated herein by reference to Exhibit 10.5 to Form 10-Q (#001-35574) for the quarterly period ended March 31, 2019.
10.23	Convertible Preferred Unit Purchase Agreement, dated as of March 13, 2019, by and among EQM Midstream Partners, LP and the Purchasers party thereto. EQM Midstream Partners, LP will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.	Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-35574) filed on March 15, 2019.



10.24(a)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Kayne Anderson MLP/Midstream Investment Company.	Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-35574) filed on March 19, 2019.
10.24(b)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Kayne Anderson Midstream/Energy Fund, Inc.	Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-35574) filed on March 19, 2019.
10.24(c)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Centaurus Capital LP.	Incorporated herein by reference to Exhibit 10.3 Form 8-K (#001-35574) filed on March 19, 2019.
10.24(d)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and MTP Energy Opportunities Fund II LLC.	Incorporated herein by reference to Exhibit 10.4 to Form 8-K (#001-35574) filed on March 19, 2019.
10.24(e)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and MTP Energy Master Fund LLC.	Incorporated herein by reference to Exhibit 10.5 to Form 8-K (#001-35574) filed on March 19, 2019.
10.24(f)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Tortoise Direct Opportunities Fund II, LP.	Incorporated herein by reference to Exhibit 10.6 to Form 8-K (#001-35574) filed on March 19, 2019.
10.24(g)	Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Portcullis Partners, LP.	Incorporated herein by reference to Exhibit 10.7 to Form 8-K (#001-35574) filed on March 19, 2019.
10.25*	Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019.	Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-35574) filed on February 22, 2019.
10.26	Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. EQTR 20242-852, dated as of September 24, 2014 and amended through April 1, 2019, by and between Equitrans, L.P. and EQT Energy, LLC.	Incorporated herein by reference to Exhibit 10.4 to Form 10-Q (#001-35574) for the quarterly period ended June 30, 2019.
10.27	Transportation Service Agreement Applicable to Firm Transportation Service Under Rate Schedule FTS, Contract No. EQTR19837-1296, dated as of January 8, 2016 and amended through January 9, 2020, by and between Equitrans, L.P. and EQT Energy, LLC.	Filed herewith as Exhibit 10.27.
10.28	Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of ~~September 10, 2016, by and~~March 7, 2013, between EQT Corporation and ~~Jimmi Sue Smith.~~Brian Pietrandrea.	Incorporated herein by reference to Exhibit ~~10.11~~10.1 to Form ~~10-K~~10-Q (#001-35574) for the ~~year~~quarterly period ended ~~December 31, 2016.~~September 30, 2019.
~~12.1~~10.29(a)	~~Ratio~~Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, effective as of ~~Earnings~~January 1, 2014, between EQT Corporation and Brian P. Pietrandrea.	Incorporated herein by reference to ~~Fixed Charges.~~	~~Filed herewith as~~ Exhibit ~~12.1.~~10.2 to Form 10-Q (#001-35574) for the quarterly period ended September 30, 2019.
10.29(b)	Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, effective as of January 1, 2015, between EQT Corporation and Brian P. Pietrandrea.	Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-35574) for the quarterly period ended September 30, 2019.
10.29(c)	Third Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, effective as of August 20, 2019, between Equitrans Midstream Corporation and Brian P. Pietrandrea.	Incorporated herein by reference to Exhibit 10.4 to Form 10-Q (#001-35574) for the quarterly period ended September 30, 2019.
10.30	Term Loan Agreement, dated as of August 16, 2019, by and among EQM Midstream Partners, LP, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto.	Incorporated herein by reference to Exhibit 10.1 to the registrant's Form 8-K (#001-35574) filed on August 19, 2019.
21.1	List of Subsidiaries of ~~EQT~~EQM Midstream Partners, LP.	Filed herewith as Exhibit 21.1.
23.1	Consent of Independent Registered Public Accounting ~~Firm.~~Firm (EQM Midstream Partners, LP).	Filed herewith as Exhibit 23.1.
23.2	Consent of Independent Registered Public Accounting Firm (Mountain Valley Pipeline, LLC - Series A).	Filed herewith as Exhibit 23.2.
31.1	Rule 13(a)-14(a) Certification of Principal Executive Officer.	Filed herewith as Exhibit 31.1.
31.2	Rule 13(a)-14(a) Certification of Principal Financial Officer.	Filed herewith as Exhibit 31.2.



32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.	~~Furnished~~Filed herewith as Exhibit 32.
99.1	~~Named Executive Officer Compensation 2017 Peer Companies (General Industry).~~	~~Incorporated herein by reference to Exhibit 99.2 to Form 10-K (#001-35574) for the year ended December 31, 2016.~~
~~99.2~~	~~Named Executive Officer Compensation 2018 Peer Companies (General Industry).~~	~~Filed herewith as Exhibit 99.2.~~
~~99.3~~	Non-GAAP Financial Information.	Filed herewith as Exhibit ~~99.3.~~99.1.
99.2	Mountain Valley Pipeline, LLC (Series A) financial statements.	Filed herewith as Exhibit 99.2.
101	Inline Interactive Data File.	Filed herewith as Exhibit 101.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).	Filed herewith as Exhibit 104.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	~~EQT~~EQM Midstream Partners, LP

	By: ~~EQT Midstream~~EQGP Services, LLC, its General Partner

	By:	/s/ ~~STEVEN T. SCHLOTTERBECK~~KIRK R. OLIVER
		~~Steven T. Schlotterbeck~~Kirk R. Oliver
		Senior Vice President and Chief ~~Executive~~Financial Officer
		February ~~15, 2018~~27, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



/s/ ~~STEVEN T. SCHLOTTERBECK~~THOMAS F. KARAM		~~President,~~ Chief Executive Officer and ~~Director~~Chairman	February ~~15, 2018~~27, 2020
~~Steven T. Schlotterbeck~~Thomas F. Karam
(Principal Executive Officer)

/s/ ~~ROBERT J. MCNALLY~~KIRK R. OLIVER		Senior Vice President, Chief Financial Officer and Director	February ~~15, 2018~~27, 2020
~~Robert J. McNally~~Kirk R. Oliver		Senior Vice President, Chief Financial Officer and Director
(Principal Financial Officer)

/s/ ~~JIMMI SUE SMITH~~BRIAN P. PIETRANDREA		Vice President and Chief Accounting Officer	February ~~15, 2018~~27, 2020
~~Jimmi Sue Smith~~Brian P. Pietrandrea		Vice President and Chief Accounting Officer
(Principal Accounting Officer)

/s/ ~~JEREMIAH J. ASHCROFT III~~DIANA M. CHARLETTA		Director	February ~~15, 2018~~27, 2020
~~Jeremiah J. Ashcroft III~~	Diana M. Charletta	Director

/s/ ~~JULIAN~~KENNETH M. ~~BOTT~~BURKE		Director	February ~~15, 2018~~27, 2020
~~Julian~~Kenneth M. ~~Bott~~Burke

/s/ MICHAEL A. BRYSON		Director	February ~~15, 2018~~27, 2020
Michael A. Bryson

/s/ ~~LEWIS B. GARDNER~~ROBERT J. COOPER		Director	February ~~15, 2018~~27, 2020
~~Lewis B. Gardner~~

~~/s/ DAVID L. PORGES~~		~~Chairman~~	~~February 15, 2018~~
~~David L. Porges~~Robert J. Cooper

/s/ LARA E. WASHINGTON		Director	February ~~15, 2018~~27, 2020
Lara E. Washington

~~128~~180



~~DELAWARE~~ Delaware		37-1661577
(State or other jurisdiction of incorporation or organization) ~~625 Liberty Avenue, Suite 1700~~ ~~Pittsburgh, Pennsylvania~~ ~~(Address of principal executive offices)~~	~~37-1661577~~	(IRS Employer Identification No.) ~~15222~~ ~~(Zip Code)~~



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	EQM	New York Stock Exchange



Large Accelerated Filerx	☒		Accelerated Filer¨	☐	Emerging Growth Company¨	☐
Non-Accelerated Filer¨	☐	(Do not check if a smaller reporting company)	Smaller Reporting Company¨	☐



	Glossary of Commonly Used Terms, Abbreviations and Measurements	3
	Cautionary Statement	56
PART I
Item 1	Business	68
Item 1A	Risk Factors	1823
Item 1B	Unresolved Staff Comments	4561
Item 2	Properties	4561
Item 3	Legal Proceedings	4563
Item 4	Mine Safety Disclosures	4667
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4668
Item 6	Selected Financial Data	4768
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	4869
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	6082
Item 8	Financial Statements and Supplementary Data	6185
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	86134
Item 9A	Controls and Procedures	86134
Item 9B	Other Information	86135
PART III
Item 10	Directors, Executive Officers and Corporate Governance	87136
Item 11	Executive Compensation	91140
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~110~~153
Item 13	Certain Relationships and Related Transactions, and Director Independence	~~113~~156
Item 14	Principal Accounting Fees and Services	~~122~~171
PART IV
Item 15	Exhibits and Financial Statement Schedules	~~123~~172
	Signatures	~~128~~180



	2017						2016
	Unit Price Range				Distributions		Unit Price Range				Distributions
					per Common						per Common
	High		Low		Unit		High		Low		Unit
1st Quarter	$	82.99	$	73.76	$	0.85	$	77.70	$	57.88	$	0.71
2nd Quarter	79.93		69.28		0.89		80.63		69.22		0.745
3rd Quarter	78.75		71.75		0.935		80.58		74.49		0.78
4th Quarter	$	77.42	$	64.42	$	0.98	$	78.78	$	69.20	$	0.815



~~[X]~~☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



~~[ ]~~☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


•	Water Expansion. During the twelve months ended December 31, 2019, EQM invested approximately $37 million in the expansion of its fresh water delivery infrastructure. In 2020, EQM expects to invest approximately $20 million in the expansion of its fresh water delivery infrastructure in Pennsylvania and Ohio.



	Revenue Composition %
	Firm Contracts		Interruptible Contracts
	Capacity Reservation	Usage	Usage
	Charges	Charges	Fees	Total
Gathering	49%	4%	1%	54%
Transmission	42%	2%	2%	46%



	For the year ended December 31,
	2017		2016		2015
Gathering operating revenues	54	%	54	%	53	%
Transmission operating revenues	46	%	46	%	47	%


•	damage to pipelines, facilities, equipment, environmental controls and surrounding properties caused by hurricanes, earthquakes, tornadoes, abnormal amounts of rainfall, floods, fires, droughts, landslides and other natural disasters and acts of sabotage, vandalism and terrorism;


◦	~~approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval;~~


◦	~~approved by the vote of unitholders holding a majority of our outstanding common units, excluding any common units owned by our general partner and its affiliates;~~


◦	~~determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or~~


	As of and for the Years Ended December 31,										As of and for the Years Ended December 31,
	2017		2016		2015		2014		2013		2019		2018		2017		2016		2015
Statements of Consolidated Operations			(Thousands, except per share amounts)										(Thousands, except per unit amounts)
Operating revenues	$	834,096	$	735,614	$	632,936	$	489,218	$	362,810	$	1,630,242	$	1,495,098	$	895,558	$	735,272	$	632,936
Operating income	580,708		526,949		451,036		332,595		248,628		204,186		726,653		620,705		527,856		451,036
Net income	$	571,904	$	537,954	$	455,126	$	284,816	$	191,653	162,082		671,348		610,360		537,954		455,126
Net income attributable to EQM											183,373		668,002		609,626		537,954		455,126

Net income per limited partner unit ^(a)
Basic	$	5.19	$	5.21	$	4.71	$	3.53	$	2.47	$	0.58	$	2.43	$	5.19	$	5.21	$	4.71
Diluted	5.19		5.21		4.70		3.52		2.46		0.56		2.43		5.19		5.21		4.70
Cash distributions paid per limited partner unit	$	3.655	$	3.05	$	2.505	$	2.02	$	1.55	$	4.595	$	4.295	$	3.655	$	3.05	$	2.505

Consolidated Balance Sheets
Total assets	$	3,548,827	$	3,075,840	$	2,833,358	$	1,943,366	$	1,437,680	$	11,815,019	$	9,456,121	$	7,998,835	$	3,075,840	$	2,833,358
Long-term debt	$	1,167,352	$	985,732	$	493,401	$	492,633	$	—
Long-term debt ^(b)											$	5,761,999	$	4,081,639	$	1,453,352	$	985,732	$	493,401


(b)	Includes outstanding borrowings under EQM's and Eureka Midstream's credit facilities.


(a)	Includes ~~fees~~the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger, which were effective May 1, 2018 and July 23, 2018, respectively. The recasts are for the period the acquired businesses were under the common control of EQT, which began on ~~volumes gathered in excess~~November 13, 2017 as a result of ~~firm contracted capacity.~~the Rice Merger.


(b)	Includes ~~volumes gathered under interruptible contracts and volumes gathered~~approximately $59.1 million for the year ended December 31, 2019 related to non-operating assets acquired from Equitrans Midstream in ~~excess~~the Shared Assets Transaction (defined in Note 2) that primarily support EQM's gathering activities. See Note 2 for further detail.


(c)	Includes approximately $25.9 million of ~~firm contracted capacity.~~capital expenditures related to noncontrolling interests in Eureka Midstream for the year ended December 31, 2019.


(a)	Transmission capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of approximately $774.6 million, $913.2 million and $159.6 million for the years ended December 31, 2019, 2018 and 2017, respectively.



	Years Ended December 31,
	2019		2018^(a)		% Change		2017^(a)		% Change
	(Thousands)
FINANCIAL DATA
Water service revenues	$	79,791	$	111,227	(28.3	)	$	13,605	717.5

Operating expenses:
Operating and maintenance	34,638		44,152		(21.5	)	5,598		688.7
Selling, general and administrative	2,933		5,895		(50.2	)	347		1,598.8
Depreciation	26,915		23,513		14.5		3,515		568.9
Total operating expenses	64,486		73,560		(12.3	)	9,460		677.6
Operating income	$	15,305	$	37,667	(59.4	)	$	4,145	808.7

OPERATIONAL DATA
Water services volumes (MMgal)	1,808		2,088		(13.4	)	226		823.9
Capital expenditures	$	37,457	$	23,537	59.1		$	6,233	277.6


~~(b)~~	~~Includes volumes transported under interruptible contracts and volumes transported in excess of firm contracted capacity.~~


(b)	Expansion capital expenditures for the year ended December 31, 2019 includes approximately $59.1 million related to the non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction that primarily support EQM's gathering activities. See Note 2 for further detail.


(c)	Includes approximately $22.5 million of expansion capital expenditures and $3.4 million of maintenance capital expenditures related to noncontrolling interests in Eureka Midstream for the year ended December 31, 2019.


(d)	EQM accrues capital expenditures when capital work has been completed but the associated bills have not yet been paid. ~~These accrued amounts~~Accrued capital expenditures are excluded from ~~capital expenditures on~~ the ~~consolidated~~ statements of consolidated cash flows until they are ~~paid in a subsequent period.~~paid.


~~(c)~~	~~EQM capitalizes certain labor overhead costs which include a portion of non-cash equity-based compensation.~~



Rating Service	Senior Notes	Outlook
Moody's ~~Investors Service (Moody's)~~	Ba1	Stable
~~Standard & Poor's Ratings Services (S&P)~~S&P	BBB-	~~Stable~~Negative
Fitch ~~Ratings (Fitch)~~	BBB-	~~Stable~~Negative


	Total		2018		2019-2020		2021-2022		2023+		Total		2020		2021-2022		2023-2024		2025+
	(Thousands)										(Thousands)
Long-term debt(a)	$	1,000,000	$	—	$	—	$	—	$	1,000,000	$	4,900,000	$	—	$	1,400,000	$	1,600,000	$	1,900,000
Credit facility borrowings ^(a)(b)	180,000		—		—		180,000		—		902,500		—		292,500		610,000		—
Interest payments on senior notes ^(b)(c)	315,573		40,625		81,250		81,250		112,448		1,850,292		175,375		350,750		270,573		1,053,594
Purchase obligations(d)	49,504		49,504		—		—		—		24,062		24,062		—		—		—
Operating lease obligations ^(e)											65,028		12,504		18,223		9,573		24,728
Total contractual obligations	$	1,545,077	$	90,129	$	81,250	$	261,250	$	1,112,448	$	7,741,882	$	211,941	$	2,061,473	$	2,490,146	$	2,978,322


(a)	Includes $3.5 billion in aggregate principal amount of EQM's senior notes and $1.4 billion associated with the term loans issued pursuant to the 2019 EQM Term Loan Agreement as of December 31, 2019. See Note 12 for further information.


(b)	Credit facility borrowings were classified based on the termination date of the ~~amended and restated~~ credit facility ~~agreement.~~agreements. As of December 31, 2019, EQM had aggregate credit facility borrowings outstanding of approximately $610 million and $293 million on its $3 Billion Facility and the Eureka Credit Facility, respectively. See Note 12 for further information.


~~(b)~~(c)	Interest payments exclude interest related to the ~~credit facility borrowings~~$3 Billion Facility, Eureka Credit Facility and term loans under the 2019 EQM Term Loan Agreement as the interest ~~rate~~rates on the credit facility ~~agreement is~~borrowings and term loan are variable.


(e)	Operating leases are primarily entered into for various office locations and warehouse buildings, as well as lease obligations for compression equipment under existing contracts with third parties.



	Page Reference
Reports of Independent Registered Public Accounting Firm	6286
Statements of Consolidated Operations for ~~each of~~ the ~~three years in the period ended~~Years Ended December 31, 2019, 2018 and 2017	6490
Statements of Consolidated Cash Flows for ~~each of~~ the ~~three years in the period ended~~Years Ended December 31, 2019, 2018 and 2017	6592
Consolidated Balance Sheets as of December 31, ~~2017~~2019 and ~~2016~~2018	6694
Statements of Consolidated Equity for ~~each of~~ the ~~three years in the period ended~~Years Ended December 31, 2019, 2018 and 2017	6796
Notes to Consolidated Financial Statements	6897



	Accounting for acquisition of Eureka Midstream and Hornet Midstream
Description of the Matter	As discussed in Note 2 to the consolidated financial statements, during the year ended December 31, 2019, the Partnership completed the acquisition of a 60% Class A interest in Eureka Midstream and a 100% interest in Hornet Midstream Holdings, LLC (collectively, the “Bolt-on Acquisition”) for total consideration of approximately $1.04 billion. The Bolt-on Acquisition was accounted for under the acquisition method of accounting whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on the respective fair values. Auditing the Partnership’s accounting for the Bolt-on Acquisition was complex due to the significant estimation uncertainty in determining the fair value of identified intangible assets, which principally consisted of customer relationships. The Partnership used the income approach to value the customer relationship intangible assets. Significant estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationship intangible assets to underlying assumptions related to expected future cash flows. The significant assumptions used to estimate the fair value of the customer relationships included the forecasted revenue, which contemplates among other things estimates of natural gas volumes to be gathered in the future and a weighted average cost of capital. These significant assumptions are forward-looking and could be affected by future economic and market conditions.



How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Partnership’s process to apply the acquisition method, including controls over management��s review of the significant assumptions described above. To test the estimated fair value of the acquired customer relationships, our audit procedures included, among others, assessing the valuation methodology and testing the significant assumptions discussed above and the underlying data used by the Partnership. For example, we compared the forecasted revenue and earnings to current industry and economic trends as well as the historic financial performance of the acquired business and its primary customers and, where applicable, evaluated the projected gathering volumes used in determining the fair value of the customer relationships based upon the terms of the underlying contracts with customers. With the assistance of our specialist, we evaluated the discount rate used to value the customer relationships, the weighted average cost of capital, internal rate of return and weighted-average return on assets. We also performed sensitivity analyses to evaluate the changes in the fair value of the intangible assets that would result from changes in the significant assumptions.
	Valuation of RMP PA Gas Gathering Reporting Unit Goodwill
Description of the Matter	At December 31, 2019, the Partnership has goodwill of approximately $486.7 million related to the RMP PA Gas Gathering reporting unit. As discussed in Notes 1 and 3 to the consolidated financial statements, goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Partnership determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required. However, if the Partnership concludes otherwise, a quantitative impairment analysis is performed. If the Partnership chooses not to perform a qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then the Partnership will perform a quantitative assessment. In the case of a quantitative impairment test, the Partnership estimates the fair value of the reporting unit with which the goodwill is associated and compares it to the carrying value. If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value. During the year ended December 31, 2019, the Partnership recorded interim and annual impairment losses totaling approximately $598.3 million related to the RMP PA Gas Gathering reporting unit. Auditing management’s quantitative goodwill impairment tests for the RMP PA Gas Gathering reporting unit was complex due to the significant estimation required to determine the fair value of that reporting unit. In particular, the fair value estimates of that reporting unit were sensitive to significant assumptions, including assumptions regarding customers’ development plans and discount rates. These assumptions could be affected by factors such as unexpected future production curtailments by the Partnership’s customers that have contracts with volumetric-based fees or future market or economic conditions and industry and partnership-specific qualitative factors.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Partnership’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Partnership’s RMP PA Gas Gathering reporting unit for which quantitative impairment tests were performed, we performed audit procedures that included, among others, evaluating methodologies used and testing the significant assumptions discussed above and testing the underlying data used by the Partnership in its analyses for completeness and accuracy. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes in those trends would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the discount rate assumption.