(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 001-35574
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DELAWARE
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37-1661577
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania
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15222
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(Address of principal executive offices)
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(Zip code)
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(412) 553-5700
(Registrant’s telephone number, including area code)
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Large Accelerated Filer
x
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Accelerated Filer
¨
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Emerging Growth Company
¨
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Non-Accelerated Filer
¨
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(Do not check if a
smaller reporting company)
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Smaller Reporting Company
¨
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Page No.
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Three Months Ended
March 31, |
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2017
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2016
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(Thousands, except per unit amounts)
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||||||
Operating revenues
(2)
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$
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203,426
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$
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185,786
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Operating expenses:
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Operating and maintenance
(3)
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20,286
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17,136
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Selling, general and administrative
(3)
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17,480
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17,523
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Depreciation and amortization
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20,547
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14,007
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Total operating expenses
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58,313
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48,666
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Operating income
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145,113
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137,120
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Other income
(4)
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6,009
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7,602
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Net interest expense
(5)
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7,926
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4,552
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Income before income taxes
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143,196
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140,170
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Income tax expense
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—
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3,435
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Net income
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$
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143,196
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$
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136,735
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Calculation of limited partners' interest in net income:
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Net income
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$
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143,196
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$
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136,735
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Less pre-acquisition net income allocated to parent
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—
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(7,670
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)
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Less general partner interest in net income – general partner units
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(2,519
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)
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(2,355
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)
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Less general partner interest in net income – incentive distribution rights (IDRs)
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(30,686
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)
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(18,832
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)
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Limited partners' interest in net income
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$
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109,991
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$
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107,878
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Net income per limited partner unit – basic
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$
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1.36
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$
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1.39
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Net income per limited partner unit – diluted
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$
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1.36
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$
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1.39
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Weighted average limited partner units outstanding – basic
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80,602
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77,593
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Weighted average limited partner units outstanding – diluted
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80,602
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77,675
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Cash distributions declared per unit
(6)
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$
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0.89
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$
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0.745
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(1)
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As discussed in Note A, EQM’s consolidated financial statements for the
three months ended March 31, 2016
have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control.
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(2)
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Operating revenues included affiliate revenues from EQT of
$143.4 million
and
$135.3 million
for the
three months ended March 31, 2017
and
2016
, respectively. See Note E.
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(3)
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Operating and maintenance expense included charges from EQT of
$9.9 million
and
$8.1 million
for the
three months ended March 31, 2017
and
2016
, respectively. Selling, general and administrative expense included charges from EQT of
$16.4 million
and
$16.1 million
for the
three months ended March 31, 2017
and
2016
, respectively. See Note E.
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(4)
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For the
three
months ended
March 31, 2017
, other income included equity income from Mountain Valley Pipeline, LLC (MVP Joint Venture) of
$4.3 million
. For the
three
months ended
March 31, 2016
, other income included distributions received from EES of
$2.8 million
and equity income from the MVP Joint Venture of
$1.6 million
. See Note F.
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(5)
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For the
three months ended March 31, 2017
, net interest expense included
$1.7 million
of interest income on the Preferred Interest in EES.
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(6)
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Represents the cash distributions declared related to the period presented. See Note J.
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Three Months Ended
March 31, |
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2017
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2016
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(Thousands)
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Cash flows from operating activities:
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Net income
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$
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143,196
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$
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136,735
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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20,547
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14,007
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Deferred income taxes
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—
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2,975
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Equity income
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(4,277
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)
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(1,589
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)
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AFUDC – equity
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(1,699
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)
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(2,937
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)
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Non-cash long-term compensation expense
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225
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195
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Changes in other assets and liabilities:
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Accounts receivable
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(968
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(535
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Accounts payable
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364
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(302
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Due to/from EQT affiliates
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107
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(28,429
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)
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Other assets and other liabilities
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3,927
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(3,793
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Net cash provided by operating activities
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161,422
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116,327
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Cash flows from investing activities:
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Capital expenditures
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(62,947
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)
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(124,625
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)
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Capital contributions to the MVP Joint Venture
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(19,760
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)
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(11,430
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)
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Sales of interests in the MVP Joint Venture
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—
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12,533
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Principal payments received on Preferred Interest
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1,020
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—
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Net cash used in investing activities
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(81,687
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(123,522
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Cash flows from financing activities:
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Proceeds from credit facility borrowings
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50,000
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71,000
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Payments on credit facility borrowings
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(50,000
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(361,000
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Distributions paid to unitholders
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(97,822
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(72,575
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)
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Capital contributions
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216
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—
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Net contributions from EQT
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—
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9,182
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Net cash used in financing activities
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(97,606
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(353,393
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Net change in cash and cash equivalents
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(17,871
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(360,588
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Cash and cash equivalents at beginning of period
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60,368
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360,956
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Cash and cash equivalents at end of period
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$
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42,497
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$
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368
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Cash paid during the period for:
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Interest, net of amount capitalized
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$
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9,411
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$
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9,738
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(1)
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As discussed in Note A, EQM’s consolidated financial statements for the
three months ended March 31, 2016
have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control.
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March 31,
2017 |
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December 31, 2016
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ASSETS
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(Thousands, except number of units)
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Current assets:
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Cash and cash equivalents
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$
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42,497
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$
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60,368
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Accounts receivable (net of allowance for doubtful accounts of $331 as of March 31, 2017 and $319 as of December 31, 2016)
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21,630
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20,662
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Accounts receivable – affiliate
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81,654
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81,358
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Other current assets
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5,685
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9,671
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Total current assets
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151,466
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172,059
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||||
Property, plant and equipment
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2,966,817
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2,894,858
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Less: accumulated depreciation
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(334,352
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)
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(316,024
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)
|
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Net property, plant and equipment
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2,632,465
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2,578,834
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Investment in unconsolidated entity
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237,308
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184,562
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Other assets
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139,236
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140,385
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Total assets
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$
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3,160,475
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$
|
3,075,840
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|
||||
LIABILITIES AND EQUITY
|
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|
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Current liabilities:
|
|
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|
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|
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Accounts payable
|
$
|
43,474
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|
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$
|
35,830
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|
Due to related party
|
18,672
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|
|
19,027
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|
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Capital contribution payable to MVP Joint Venture
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40,180
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|
|
11,471
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|
||
Accrued interest
|
11,760
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|
|
12,016
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|
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Accrued liabilities
|
9,867
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|
|
8,648
|
|
||
Total current liabilities
|
123,953
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|
|
86,992
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|
||
|
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|
||||
Long-term debt
|
986,137
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|
|
985,732
|
|
||
Other long-term liabilities
|
10,258
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|
|
9,562
|
|
||
Total liabilities
|
1,120,348
|
|
|
1,082,286
|
|
||
|
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|
||||
Equity:
|
|
|
|
|
|
||
Common (80,581,758 units issued and outstanding at March 31, 2017 and December 31, 2016)
|
2,051,188
|
|
|
2,008,510
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|
||
General partner (1,443,015 units issued and outstanding at March 31, 2017 and December 31, 2016)
|
(11,061
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)
|
|
(14,956
|
)
|
||
Total equity
|
2,040,127
|
|
|
1,993,554
|
|
||
Total liabilities and equity
|
$
|
3,160,475
|
|
|
$
|
3,075,840
|
|
|
Predecessor
|
|
Limited Partners
|
|
General
|
|
|
||||||||
|
Equity
|
|
Common
|
|
Partner
|
|
Total Equity
|
||||||||
|
(Thousands)
|
||||||||||||||
Balance at January 1, 2016
|
$
|
275,545
|
|
|
$
|
1,598,675
|
|
|
$
|
(30,963
|
)
|
|
$
|
1,843,257
|
|
Net income
|
7,670
|
|
|
107,878
|
|
|
21,187
|
|
|
136,735
|
|
||||
Capital contributions
|
—
|
|
|
159
|
|
|
3
|
|
|
162
|
|
||||
Equity-based compensation plans
|
—
|
|
|
195
|
|
|
—
|
|
|
195
|
|
||||
Distributions to unitholders
|
—
|
|
|
(55,039
|
)
|
|
(17,536
|
)
|
|
(72,575
|
)
|
||||
Net contributions from EQT
|
9,182
|
|
|
—
|
|
|
—
|
|
|
9,182
|
|
||||
Balance at March 31, 2016
|
$
|
292,397
|
|
|
$
|
1,651,868
|
|
|
$
|
(27,309
|
)
|
|
$
|
1,916,956
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at January 1, 2017
|
$
|
—
|
|
|
$
|
2,008,510
|
|
|
$
|
(14,956
|
)
|
|
$
|
1,993,554
|
|
Net income
|
—
|
|
|
109,991
|
|
|
33,205
|
|
|
143,196
|
|
||||
Capital contributions
|
—
|
|
|
956
|
|
|
18
|
|
|
974
|
|
||||
Equity-based compensation plans
|
—
|
|
|
225
|
|
|
—
|
|
|
225
|
|
||||
Distributions to unitholders
|
—
|
|
|
(68,494
|
)
|
|
(29,328
|
)
|
|
(97,822
|
)
|
||||
Balance at March 31, 2017
|
$
|
—
|
|
|
$
|
2,051,188
|
|
|
$
|
(11,061
|
)
|
|
$
|
2,040,127
|
|
(1)
|
As discussed in Note A, EQM’s consolidated financial statements for the
three months ended March 31, 2016
have been retrospectively recast to include the pre-acquisition results of AVC, Rager and the Gathering Assets, which were acquired by EQM effective on October 1, 2016, because the transaction was between entities under common control.
|
A.
|
Financial Statements
|
B.
|
October 2016 Acquisition
|
C.
|
Equity and Net Income per Limited Partner Unit
|
|
Limited Partner Common Units
|
|
General Partner Units
|
|
Total
|
|||
Balance at January 1, 2016
|
77,520,181
|
|
|
1,443,015
|
|
|
78,963,196
|
|
2014 EQM Value Driver Award Program issuance
|
19,796
|
|
|
—
|
|
|
19,796
|
|
EQM Total Return Program issuance
|
92,472
|
|
|
—
|
|
|
92,472
|
|
$750 Million ATM Program
|
2,949,309
|
|
|
—
|
|
|
2,949,309
|
|
Balance at December 31, 2016
|
80,581,758
|
|
|
1,443,015
|
|
|
82,024,773
|
|
D.
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Financial Information by Business Segment
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Thousands)
|
||||||
Revenues from external customers (including affiliates):
|
|
|
|
|
|
||
Gathering
|
$
|
102,329
|
|
|
$
|
98,009
|
|
Transmission
|
101,097
|
|
|
87,777
|
|
||
Total operating revenues
|
$
|
203,426
|
|
|
$
|
185,786
|
|
|
|
|
|
||||
Operating income:
|
|
|
|
|
|
||
Gathering
|
$
|
73,589
|
|
|
$
|
72,604
|
|
Transmission
|
71,524
|
|
|
64,516
|
|
||
Total operating income
|
$
|
145,113
|
|
|
$
|
137,120
|
|
|
|
|
|
||||
Reconciliation of operating income to net income:
|
|
|
|
|
|||
Other income
|
6,009
|
|
|
7,602
|
|
||
Net interest expense
|
7,926
|
|
|
4,552
|
|
||
Income tax expense
|
—
|
|
|
3,435
|
|
||
Net income
|
$
|
143,196
|
|
|
$
|
136,735
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(Thousands)
|
||||||
Segment assets:
|
|
|
|
|
|
||
Gathering
|
$
|
1,329,846
|
|
|
$
|
1,292,713
|
|
Transmission
|
1,426,109
|
|
|
1,413,631
|
|
||
Total operating segments
|
2,755,955
|
|
|
2,706,344
|
|
||
Headquarters, including cash
|
404,520
|
|
|
369,496
|
|
||
Total assets
|
$
|
3,160,475
|
|
|
$
|
3,075,840
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Thousands)
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||
Gathering
|
$
|
8,860
|
|
|
$
|
7,263
|
|
Transmission
|
11,687
|
|
|
6,744
|
|
||
Total
|
$
|
20,547
|
|
|
$
|
14,007
|
|
|
|
|
|
||||
Expenditures for segment assets:
|
|
|
|
||||
Gathering
|
$
|
48,838
|
|
|
$
|
73,087
|
|
Transmission
|
21,389
|
|
|
60,071
|
|
||
Total
(1)
|
$
|
70,227
|
|
|
$
|
133,158
|
|
(1)
|
EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately
$34.0 million
and
$26.7 million
at
March 31, 2017
and
December 31, 2016
, respectively. Accrued capital expenditures were approximately
$32.7 million
and
$24.1 million
at
March 31, 2016
and
December 31, 2015
, respectively.
|
E.
|
Related Party Transactions
|
F.
|
Investment in Unconsolidated Entity
|
G.
|
Credit Facility Borrowings
|
H.
|
Fair Value Measurements
|
I.
|
Income Taxes
|
J.
|
Distributions
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
FINANCIAL DATA
|
(Thousands, other than per day amounts)
|
|||||||||
Firm reservation fee revenues
|
$
|
94,271
|
|
|
$
|
82,007
|
|
|
15.0
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|||||
Usage fees under firm contracts
(1)
|
4,821
|
|
|
10,452
|
|
|
(53.9
|
)
|
||
Usage fees under interruptible contracts
|
3,237
|
|
|
5,550
|
|
|
(41.7
|
)
|
||
Total volumetric based fee revenues
|
8,058
|
|
|
16,002
|
|
|
(49.6
|
)
|
||
Total operating revenues
|
102,329
|
|
|
98,009
|
|
|
4.4
|
|
||
Operating expenses:
|
|
|
|
|
|
|||||
Operating and maintenance
|
10,455
|
|
|
8,945
|
|
|
16.9
|
|
||
Selling, general and administrative
|
9,425
|
|
|
9,197
|
|
|
2.5
|
|
||
Depreciation and amortization
|
8,860
|
|
|
7,263
|
|
|
22.0
|
|
||
Total operating expenses
|
28,740
|
|
|
25,405
|
|
|
13.1
|
|
||
Operating income
|
$
|
73,589
|
|
|
$
|
72,604
|
|
|
1.4
|
|
|
|
|
|
|
|
|||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
||
Gathered volumes (BBtu per day)
|
|
|
|
|
|
|||||
Firm capacity reservation
|
1,728
|
|
|
1,424
|
|
|
21.3
|
|
||
Volumetric based services
(2)
|
224
|
|
|
473
|
|
|
(52.6
|
)
|
||
Total gathered volumes
|
1,952
|
|
|
1,897
|
|
|
2.9
|
|
||
|
|
|
|
|
|
|||||
Capital expenditures
|
$
|
48,838
|
|
|
$
|
73,087
|
|
|
(33.2
|
)
|
(1)
|
Includes fees on volumes gathered in excess of firm contracted capacity.
|
(2)
|
Includes volumes gathered under interruptible contracts and volumes gathered in excess of firm contracted capacity.
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
FINANCIAL DATA
|
(Thousands, other than per day amounts)
|
|||||||||
Firm reservation fee revenues
|
$
|
92,274
|
|
|
$
|
70,109
|
|
|
31.6
|
|
Volumetric based fee revenues:
|
|
|
|
|
|
|||||
Usage fees under firm contracts
(1)
|
2,857
|
|
|
13,429
|
|
|
(78.7
|
)
|
||
Usage fees under interruptible contracts
|
5,966
|
|
|
4,239
|
|
|
40.7
|
|
||
Total volumetric based fee revenues
|
8,823
|
|
|
17,668
|
|
|
(50.1
|
)
|
||
Total operating revenues
|
101,097
|
|
|
87,777
|
|
|
15.2
|
|
||
Operating expenses:
|
|
|
|
|
|
|||||
Operating and maintenance
|
9,831
|
|
|
8,191
|
|
|
20.0
|
|
||
Selling, general and administrative
|
8,055
|
|
|
8,326
|
|
|
(3.3
|
)
|
||
Depreciation and amortization
|
11,687
|
|
|
6,744
|
|
|
73.3
|
|
||
Total operating expenses
|
29,573
|
|
|
23,261
|
|
|
27.1
|
|
||
Operating income
|
$
|
71,524
|
|
|
$
|
64,516
|
|
|
10.9
|
|
|
|
|
|
|
|
|||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
||
Transmission pipeline throughput (BBtu per day)
|
|
|
|
|
|
|||||
Firm capacity reservation
|
2,119
|
|
|
1,622
|
|
|
30.6
|
|
||
Volumetric based services
(2)
|
31
|
|
|
487
|
|
|
(93.6
|
)
|
||
Total transmission pipeline throughput
|
2,150
|
|
|
2,109
|
|
|
1.9
|
|
||
|
|
|
|
|
|
|||||
Average contracted firm transmission reservation commitments (BBtu per day)
|
3,743
|
|
|
3,005
|
|
|
24.6
|
|
||
|
|
|
|
|
|
|||||
Capital expenditures
|
$
|
21,389
|
|
|
$
|
60,071
|
|
|
(64.4
|
)
|
(1)
|
Includes commodity charges and fees on all volumes transported under firm contracts as well as transmission fees on volumes in excess of firm contracted capacity.
|
(2)
|
Includes volumes transported under interruptible contracts and volumes transported in excess of firm contracted capacity.
|
•
|
EQM’s operating performance as compared to other publicly traded partnerships in the midstream energy industry without regard to historical cost basis or, in the case of adjusted EBITDA, financing methods;
|
•
|
the ability of EQM’s assets to generate sufficient cash flow to make distributions to EQM’s unitholders;
|
•
|
EQM’s ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Thousands)
|
||||||
Net income
|
$
|
143,196
|
|
|
$
|
136,735
|
|
Add:
|
|
|
|
||||
Net interest expense
|
7,926
|
|
|
4,552
|
|
||
Depreciation and amortization expense
|
20,547
|
|
|
14,007
|
|
||
Income tax expense
|
—
|
|
|
3,435
|
|
||
Preferred Interest payments received post conversion
|
2,746
|
|
|
—
|
|
||
Non-cash long-term compensation expense
|
225
|
|
|
195
|
|
||
Less:
|
|
|
|
||||
Equity income
|
(4,277
|
)
|
|
(1,589
|
)
|
||
AFUDC – equity
|
(1,699
|
)
|
|
(2,937
|
)
|
||
Pre-acquisition capital lease payments for AVC
(1)
|
—
|
|
|
(9,364
|
)
|
||
Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition
(2)
|
—
|
|
|
(3,463
|
)
|
||
Adjusted EBITDA
|
$
|
168,664
|
|
|
$
|
141,571
|
|
Less:
|
|
|
|
||||
Net interest expense excluding interest income on the Preferred Interest
|
(9,652
|
)
|
|
(4,551
|
)
|
||
Capitalized interest and AFUDC – debt
|
(1,600
|
)
|
|
(1,736
|
)
|
||
Ongoing maintenance capital expenditures net of expected reimbursements
(3)
|
(2,608
|
)
|
|
(1,969
|
)
|
||
Distributable cash flow
|
$
|
154,804
|
|
|
$
|
133,315
|
|
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
161,422
|
|
|
$
|
116,327
|
|
Adjustments:
|
|
|
|
||||
Pre-acquisition capital lease payments for AVC
(1)
|
—
|
|
|
(9,364
|
)
|
||
Capitalized interest and AFUDC – debt
|
(1,600
|
)
|
|
(1,736
|
)
|
||
Principal payments received on Preferred Interest
|
1,020
|
|
|
—
|
|
||
Ongoing maintenance capital expenditures net of expected reimbursements
(3)
|
(2,608
|
)
|
|
(1,969
|
)
|
||
Current tax expense
|
—
|
|
|
460
|
|
||
Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition
(2)
|
—
|
|
|
(3,463
|
)
|
||
Other, including changes in working capital
|
(3,430
|
)
|
|
33,060
|
|
||
Distributable cash flow
|
$
|
154,804
|
|
|
$
|
133,315
|
|
(1)
|
Reflects capital lease payments due under the lease. These lease payments were generally made monthly on a one month lag prior to the October 2016 Acquisition.
|
(2)
|
Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition for the periods presented was excluded from EQM’s adjusted EBITDA calculations as these amounts were generated by Rager and the Gathering Assets prior to acquisition by EQM; therefore, the amounts could not have been distributed to EQM’s unitholders. Adjusted EBITDA attributable to the October 2016 Acquisition prior to acquisition for the
three months ended March 31, 2016
was calculated as net income of $0.2 million plus depreciation and amortization expense of $0.6 million plus income tax expense of $3.4 million less interest income of $0.3 million less AFUDC - equity of $0.4 million.
|
(3)
|
Ongoing maintenance capital expenditures net of expected reimbursements excludes ongoing maintenance that EQM expects to be reimbursed or that was reimbursed by EQT under the terms of EQM's omnibus agreement of
$1.0 million
and
$0.2 million
for the
three months ended March 31, 2017
and
2016
, respectively. Additionally, it excludes ongoing maintenance attributable to AVC, Rager and the Gathering Assets prior to acquisition of
$2.9 million
for the
three months ended March 31, 2016
.
|
•
|
Range Resources Header Pipeline.
EQM expects to complete this project in the second quarter of 2017, including the installation of approximately 25 miles of pipeline and 32,000 horsepower compression. The pipeline is estimated to cost approximately $250 million and provide total firm capacity of 600 MMcf per day, which is fully reserved under a ten-year firm capacity reservation commitment contract. EQM expects to invest approximately $40 million on the project in 2017.
|
•
|
Affiliate Gathering Expansion
. EQM expects to invest $200 million to $230 million in 2017 on gathering expansion projects supported by EQT Production development in the Marcellus. EQM plans to install approximately 30 miles of gathering pipeline and 10,000 horsepower compression in its gathering systems across northern West Virginia and southwestern Pennsylvania during 2017.
|
•
|
Mountain Valley Pipeline
. The MVP Joint Venture is a joint venture with affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., WGL Holdings, Inc. and RGC Resources, Inc. EQM is the operator of the MVP and owned a 45.5% interest in the MVP Joint Venture as of
March 31, 2017
. The 42 inch diameter MVP has a targeted capacity of 2.0 Bcf per day and is estimated to span 300 miles extending from EQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. As currently designed, the MVP is estimated to cost a total of $3.0 billion to $3.5 billion, excluding AFUDC, with EQM funding its proportionate share through capital contributions made to the joint venture. In 2017, EQM expects to provide capital contributions of approximately $200 million to the MVP Joint Venture, primarily in support of materials, land, engineering design, environmental work and construction activities. 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 March 31, 2017, the FERC issued an updated Notice of Schedule for the environmental review of the MVP. Based on the revised schedule, the MVP Joint Venture anticipates receiving the Final Environmental Impact Statement on June 23, 2017 and anticipates receiving the FERC
|
•
|
Transmission Expansion
. EQM plans to invest $60 million to $80 million on transmission expansion projects in 2017 including Equitrans expansion projects and modernization projects on the AVC facilities. The Equitrans expansion projects are designed to increase deliverable capacity to EQM's Mobley hub, which is the origin of both the OVC and the MVP. The projects include additional compression, pipeline looping and new header pipelines. In total, the projects are expected to add up to 1.5 Bcf per day of capacity by the end of 2018, consistent with the target MVP in-service date. The AVC modernization projects primarily consist of the replacement of approximately 20 miles of pipeline.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Thousands)
|
||||||
Expansion capital expenditures
(1)
|
$
|
66,645
|
|
|
$
|
127,950
|
|
Maintenance capital expenditures:
|
|
|
|
||||
Ongoing maintenance
|
3,582
|
|
|
5,033
|
|
||
Funded regulatory compliance
|
—
|
|
|
175
|
|
||
Total maintenance capital expenditures
|
3,582
|
|
|
5,208
|
|
||
Total capital expenditures
(2)
|
$
|
70,227
|
|
|
$
|
133,158
|
|
(1)
|
Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture of
$19.8 million
and
$11.4 million
for the
three months ended March 31, 2017
and
2016
, respectively.
|
(2)
|
EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures on the statements of consolidated cash flows until they are paid in a subsequent period. Accrued capital expenditures were approximately
$34.0 million
and
$26.7 million
at
March 31, 2017
and
December 31, 2016
, respectively. Accrued capital expenditures were approximately
$32.7 million
and
$24.1 million
at
March 31, 2016
and
December 31, 2015
, respectively.
|
Rating Service
|
|
Senior Notes
|
|
Outlook
|
Moody’s Investors Service (Moody's)
|
|
Ba1
|
|
Stable
|
Standard & Poor’s Ratings Services (S&P)
|
|
BBB-
|
|
Stable
|
Fitch Ratings (Fitch)
|
|
BBB-
|
|
Stable
|
2.1
|
|
Amendment No. 1 to Contribution and Sale Agreement, dated as of March 30, 2017, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Gathering Opco, LLC, EQT Corporation, EQT Gathering, LLC, EQT Energy Supply Holdings, LP, and EQT Energy, LLC.
|
10.1
|
|
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 has been requested from the SEC. The redacted material has been separately filed with the SEC.
|
10.2
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of July 29, 2015, by and between EQT Corporation and M. Elise Hyland.
|
10.3
|
|
Transition Agreement and General Release, dated as of February 28, 2017, by and between EQT Corporation and M. Elise Hyland.
|
31.1
|
|
Rule 13(a)-14(a) Certification of Principal Executive Officer.
|
31.2
|
|
Rule 13(a)-14(a) Certification of Principal Financial Officer.
|
32
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.
|
101
|
|
Interactive Data File.
|
|
EQT Midstream Partners, LP
|
||
|
(Registrant)
|
||
|
|
|
|
|
By:
|
EQT Midstream Services, LLC, its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robert J. McNally
|
|
|
|
Robert J. McNally
|
|
|
|
Senior Vice President and Chief Financial Officer
|
Exhibit No.
|
|
Document Description
|
|
Method of Filing
|
|
2.1
|
|
|
Amendment No. 1 to Contribution and Sale Agreement, dated as of March 30, 2017, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Gathering Opco, LLC, EQT Corporation, EQT Gathering, LLC, EQT Energy Supply Holdings, LP, and EQT Energy, LLC.
|
|
Filed herewith as Exhibit 2.1.
|
10.1
|
|
|
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 has been requested from the SEC. The redacted material has been separately filed with the SEC.
|
|
Filed herewith as Exhibit 10.1.
|
10.2
|
|
|
Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of July 29, 2015, by and between EQT Corporation and M. Elise Hyland.
|
|
Filed herewith as Exhibit 10.2.
|
10.3
|
|
|
Transition Agreement and General Release, dated as of February 28, 2017, by and between EQT Corporation and M. Elise Hyland.
|
|
Filed herewith as Exhibit 10.3.
|
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 herewith as Exhibit 32.
|
101
|
|
|
Interactive Data File.
|
|
Filed herewith as Exhibit 101.
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Title:
|
Senior Vice President and Chief Financial Officer
|
a.
|
Exhibit A-1 attached to the Agreement is hereby deleted in its entirety and replaced with the revised
Exhibit A-1
attached hereto.
|
b.
|
Exhibit A-2 attached to the Agreement is hereby deleted in its entirety and replaced with the revised
Exhibit A-2
attached hereto.
|
c.
|
Exhibit B-1 attached to the Agreement is hereby deleted in its entirety and replaced with the revised
Exhibit B-1
attached hereto.
|
d.
|
Section II (Table of Incremental Capital Fees) of Exhibit B-2 attached to the Agreement is hereby deleted in its entirety and replaced with the revised Section II (Table of Incremental Capital Fees) of
Exhibit B-2
attached hereto.
|
e.
|
Exhibit D attached to the Agreement is hereby deleted in its entirety and replaced with the revised
Exhibit D
attached hereto.
|
f.
|
Exhibit D-2 attached to the Agreement is hereby deleted in its entirety and replaced with the revised
Exhibit D-2
attached hereto.
|
g.
|
Exhibit D-4 attached to the Agreement is hereby deleted in its entirety and replaced with the revised
Exhibit D-4
attached hereto.
|
h.
|
The table set forth in Section III A.1. of Exhibit F attached to the Agreement is hereby deleted in its entirety and replaced with the revised table set forth in Section III A.1. of
Exhibit F
attached hereto.
|
EQT PRODUCTION COMPANY
|
EQM GATHERING OPCO, LLC
|
By:
/s/ David E. Schlosser, Jr.
|
By:
/s/ M. Elise Hyland
|
Name:
David E. Schlosser, Jr.
|
Name:
M. Elise Hyland
|
Title:
President
|
Title:
President
|
EQT ENERGY, LLC
|
|
By:
/s/ Donald M. Jenkins
|
|
Name:
Donald M. Jenkins
|
|
Title:
President
|
|
System
|
Receipt Point Meter ID
|
Receipt Point Meter Name
|
Receipt Point MDQ
Mcf / Day |
|
Mercury
|
5100016
|
Big 176 Gathering MM A Run
|
68,600
|
|
Mercury
|
5100042
|
Big 333/192 MM A Run
|
117,300
|
|
Mercury
|
5100045
|
PNG 129 Gathering MM A Run
|
117,300
|
|
Mercury
|
5100069
|
PNG 103 MM A RUN UPGRADE
|
117,300
|
|
Mercury
|
5100070
|
PNG 103 MM B RUN UPGRADE
|
68,600
|
|
Mercury
|
5100115
|
Big 7 MM
|
68,600
|
|
Mercury
|
M5208892
|
Big 333/192 B Run
|
68,600
|
|
Mercury
|
M5223136
|
BIG 176 Gathering MM B Run
|
117,300
|
|
Mercury
|
M5223466
|
PNG 129 Gathering MM B Run
|
117,300
|
|
Mercury
|
M5254143
|
BIG177 MM
|
117,300
|
|
Pandora
|
M5214491
|
CPT 11 MM
|
68,600
|
|
Pandora
|
M5214966
|
SMI 27 Gathering MM
|
117,300
|
|
Pandora
|
M5260005
|
WEU4 MM
|
117,300
|
|
Pandora
|
M5248857
|
SHR60 MM A RUN
|
68,600
|
|
Pandora
|
M5248860
|
SHR60 MM B RUN
|
68,600
|
|
Pluto
|
24491
|
RSM16
|
68,600
|
|
Pluto
|
24582
|
RSM110/112 Gathering Meter
|
68,600
|
|
Pluto
|
24595
|
RSM 118 Gathering MM
|
68,600
|
|
Pluto
|
24596
|
RSM 119 Gathering MM
|
68,600
|
|
Pluto
|
M5219740
|
RSM110/112 Gathering Meter
|
68,600
|
|
Pluto
|
M5234431
|
RSM 118 Gathering MM B Run
|
117,300
|
|
Saturn
|
24454
|
OXF 114, 115
|
19,600
|
|
Saturn
|
24455
|
OXF 121
|
19,600
|
|
Saturn
|
24456
|
OXF 43 and 44 MM
|
45,900
|
|
Saturn
|
24470
|
OXF 149/150/156 MM A Run
|
45,900
|
|
Saturn
|
24471
|
OXF 138 Interconnect
|
45,900
|
|
Saturn
|
24472
|
OXF 127 Interconnect
|
45,900
|
|
Saturn
|
24481
|
OX131/152/153Gathering MM
|
45,900
|
|
Saturn
|
24492
|
WEU 1&2 B Gathering Meter
|
45,900
|
|
Saturn
|
24556
|
OXF 16 MM
|
19,600
|
|
Saturn
|
24625
|
OXF 131/152/153 Gathering B Run
|
45,900
|
|
Saturn
|
5100020
|
PEN 15 Master Meter A Run
|
45,900
|
|
Saturn
|
5100048
|
PEN15 MM B RUN
|
45,900
|
|
Saturn
|
M5260002
|
PUL96 MM A RUN
|
45,900
|
|
Saturn
|
M5260004
|
PUL96 MM B RUN
|
45,900
|
|
Saturn
|
5100059
|
SMI 28 MM A Run
|
78,500
|
Saturn
|
5100061
|
SMI 28 MM B Run
|
45,900
|
Saturn
|
M5212896
|
WEU-8 Gathering MM
|
78,500
|
Saturn
|
M5214202
|
WEU 51 MM
|
78,500
|
Saturn
|
M5214970
|
WEU 6 Gathering MM A Run
|
45,900
|
Saturn
|
M5222001
|
OXF 149/150/156MM B Run
|
45,900
|
Saturn
|
M5223803
|
OXF 157-159 Gathering MM A Run
|
45,900
|
Saturn
|
M5223804
|
OXF 157-159 Gathering MM B Run
|
45,900
|
Saturn
|
M5225932
|
WEU 6 MM B Run
|
45,900
|
Saturn
|
M5228452
|
WEU 1-2-49 MM
|
45,900
|
Saturn
|
M5243558
|
OXF163 MM Gather
|
78,500
|
Saturn
|
M5243552
|
OXF122 MM Gather
|
78,500
|
Saturn
|
M5274207
|
PEN 54 - MM1
|
78,500
|
Saturn
|
M5274212
|
PEN 54 – MM2
|
78,500
|
System
|
Delivery Point Meter ID
|
Delivery Point Meter Name
|
|
Mercury
|
5100025
|
MarkWest Mobley 2 (High pressure)
|
|
Mercury
|
M5202956
|
Mercury to MarkWest B Run (High pressure)
|
|
Mercury
|
M5209276
|
Mercury to MW - 16" run 1 (Low pressure)
|
|
Mercury
|
M5209277
|
Mercury to MW - 16" run 2 (Low pressure)
|
|
Mercury
|
5100017
|
Mercury to 302 (Mobley bypass)
|
|
Mercury
|
M5224080
|
Mercury to H-515 (Mobley bypass)
|
|
Pluto
|
24490
|
Pluto to GSF-604
|
|
Saturn
|
24452
|
Pierce North to Equitrans Gathering
|
|
Saturn
|
24453
|
Leeson South to Equitrans Gathering
|
|
Saturn
|
24484
|
Saturn Discharge to WG100
|
|
Saturn
|
M5229563
|
Saturn Units 6 & 7 Discharge to WG100
|
|
Saturn
|
M5270331
|
Janus Discharge 8” USM
|
|
Pandora
|
M5236043
|
Pandora Discharge 8" USM
|
System
|
Delivery Point Meter ID
|
Delivery Point Meter Name
|
|
Mercury
|
5100093
|
MarkWest Mobley (Logansport, West Virginia)
|
|
Saturn
|
M5206528
|
NGLs from Saturn to WG100
|
|
Saturn
|
M5229478
|
Saturn CS Liquids to WG100
|
|
Saturn
|
M5270332
|
Janus CS Liquids to WG100
|
|
Pandora
|
M5236148
|
Pandora Liquid Meter
|
Gathering System
|
Contract MDQ
|
Compression MDQ
|
Target Receipt Point Pressure
(Psig)
|
||
(Mcf/d)
|
(Dth/d)
|
(Mcf/d)
|
(Dth/d)
|
||
Mercury System
|
200,000
|
236,000
|
[***]
|
[***]
|
[***]
|
Pandora System
|
100,000
|
122,800
|
[***]
|
[***]
|
[***]
|
Pluto System
|
40,000
|
41,080
|
[***]
|
[***]
|
[***]
|
Saturn System
|
300,000
|
371,100
|
[***]
|
[***]
|
[***]
|
System
|
Receipt Point Meter ID
|
Receipt Point Meter Name
|
Receipt Point Contract MDQ
Mcf/Day*
|
Saturn
|
24454
|
OXF 114, 115
|
2,000
|
Saturn
|
24455
|
OXF 121
|
2,000
|
Saturn
|
24456
|
OXF 43 and 44 MM
|
5,000
|
Saturn
|
24470
|
OXF 149/150/156 MM A Run
|
12,000
|
Saturn
|
24471
|
OXF 138 Interconnect
|
3,000
|
Saturn
|
24472
|
OXF 127 Interconnect
|
17,000
|
Saturn
|
24481
|
OX131/152/153Gathering MM
|
28,000
|
Saturn
|
24492
|
WEU 1&2 B Gathering Meter
|
17,500
|
Saturn
|
24556
|
OXF 16 MM
|
1,000
|
Saturn
|
24625
|
OXF 131/152/153 Gathering B Run
|
28,000
|
Saturn
|
5100020
|
PEN 15 Master Meter A Run
|
12,500
|
Saturn
|
5100048
|
PEN15 MM B RUN
|
12,500
|
Saturn
|
M5260002
|
PUL96 MM A RUN
|
46,000
|
Saturn
|
M5260004
|
PUL96 MM B RUN
|
46,000
|
Saturn
|
5100059
|
SMI 28 MM A Run
|
8,500
|
Saturn
|
5100061
|
SMI 28 MM B Run
|
8,500
|
Saturn
|
M5212896
|
WEU-8 Gathering MM
|
13,000
|
Saturn
|
M5214202
|
WEU 51 MM
|
17,000
|
Saturn
|
M5214970
|
WEU 6 Gathering MM A Run
|
5,000
|
Saturn
|
M5222001
|
OXF 149/150/156MM B Run
|
12,000
|
Saturn
|
M5223803
|
OXF 157-159 Gathering MM A Run
|
16,000
|
Saturn
|
M5223804
|
OXF 157-159 Gathering MM B Run
|
16,000
|
Saturn
|
M5225932
|
WEU 6 MM B Run
|
5,000
|
Saturn
|
M5228452
|
WEU 1-2-49 MM
|
17,500
|
Saturn
|
M5243558
|
OXF163 MM Gather
|
39,500
|
Saturn
|
M5243552
|
OXF122 MM Gather
|
39,500
|
Saturn
|
M5274207
|
PEN 54 - MM1
|
30,000
|
Saturn
|
M5274212
|
PEN 54 – MM2
|
30,000
|
1.
|
Fee
. The Fees to be paid by Shipper to Gatherer for Gathering Services shall include the following:
|
Pipeline Name
|
Commencement Date
|
Outside Diameter (inches)
|
Length
(approx. miles)
|
MOSAD002
|
10/19/2016
|
16
|
2.5
|
MOSAD003
|
10/19/2016
|
16
|
4.0
|
MOSAS031
|
8/31/2017
|
20
|
8.5
|
MOSAS032
|
8/14/2018
|
20
|
1.8
|
MOSAS033
|
10/3/2016
|
20
|
6.5
|
MOSAS034
|
12/4/2018
|
20
|
2.6
|
MOSAS037
|
12/17/2018
|
12
|
4.9
|
Station Name
|
Commencement Date
|
Incremental Horsepower
|
Total Station Horsepower
|
Janus Station
|
12/31/2017
|
10,000
|
20,000
|
System
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
Min DQ
Mcf/Day |
Max DQ
Mcf/Day |
|||
Mercury
|
5100016
|
Big 176 Gathering MM A Run
|
-80.55179
|
39.55602
|
1,440
|
1,900
|
68,600
|
||
Mercury
|
5100042
|
Big 333/192 MM A Run
|
-80.58099
|
39.52385
|
1,440
|
3,200
|
117,300
|
||
Mercury
|
5100045
|
PNG 129 Gathering MM A Run
|
-80.64344
|
39.55349
|
1,440
|
3,200
|
117,300
|
||
Mercury
|
5100069
|
PNG 103 MM A RUN UPGRADE
|
-80.62447
|
39.56334
|
1,440
|
3,200
|
117,300
|
||
Mercury
|
5100070
|
PNG 103 MM B RUN UPGRADE
|
-80.62447
|
39.56334
|
1,440
|
1,900
|
68,600
|
||
Mercury
|
5100115
|
Big 7 MM
|
-80.61385
|
39.57679
|
1,440
|
1,900
|
68,600
|
||
Mercury
|
M5208892
|
Big 333/192 B Run
|
-80.58099
|
39.52385
|
1,440
|
1,900
|
68,600
|
||
Mercury
|
M5223136
|
BIG 176 Gathering MM B Run
|
-80.55179
|
39.55602
|
1,440
|
3,200
|
117,300
|
||
Mercury
|
M5223466
|
PNG 129 Gathering MM B Run
|
-80.64344
|
39.55349
|
1,440
|
3,200
|
117,300
|
||
Mercury
|
M5254143
|
BIG177 MM
|
-80.5842
|
39.58225
|
1,440
|
1,900
|
117,300
|
||
Pandora
|
M5214491
|
CPT 11 MM
|
-80.72431
|
39.38134
|
1,440
|
1,900
|
68,600
|
||
Pandora
|
M5214966
|
SMI 27 Gathering MM
|
-80.7027132
|
39.3813596
|
1,440
|
3,200
|
117,300
|
||
Pandora
|
M5248857
|
SHR60 MM A RUN
|
-80.8177
|
39.38813
|
1440
|
800
|
68,600
|
||
Pandora
|
M5248860
|
SHR60 MM B RUN
|
-80.8177
|
39.38813
|
1440
|
800
|
68,600
|
||
Pandora
|
M5260005
|
WEU4 MM
|
39.36664
|
-80.82072
|
1440
|
3,200
|
117,300
|
||
Pluto
|
24491
|
RSM16
|
-80.14147
|
39.32203
|
1,440
|
1,900
|
68,600
|
||
Pluto
|
24582
|
RSM110/112 Gathering Meter
|
-80.16256
|
39.31757
|
1,440
|
1,900
|
68,600
|
||
Pluto
|
24595
|
RSM 118 Gathering MM
|
-80.18918
|
39.29457
|
1,440
|
1,900
|
68,600
|
||
Pluto
|
24596
|
RSM 119 Gathering MM
|
-80.15786
|
39.29579
|
1,440
|
1,900
|
68,600
|
||
Pluto
|
M5219740
|
RSM110/112 Gathering Meter
|
-80.16256
|
39.31757
|
1,440
|
1,900
|
68,600
|
||
Pluto
|
M5234431
|
RSM 118 Gathering MM B Run
|
-80.1892
|
39.29487
|
1440
|
1,450
|
117,300
|
||
Saturn
|
24454
|
OXF 114, 115
|
-80.80857
|
39.14277
|
720
|
600
|
19,600
|
||
Saturn
|
24455
|
OXF 121
|
-80.8068
|
39.1359
|
720
|
600
|
19,600
|
||
Saturn
|
24456
|
OXF 43 and 44 MM
|
-80.81166
|
39.14533
|
720
|
1,200
|
45,900
|
||
Saturn
|
24470
|
OXF 149/150/156 MM A Run
|
-80.78491
|
39.21018
|
720
|
1,200
|
45,900
|
||
Saturn
|
24471
|
OXF 138 Interconnect
|
-80.78468
|
39.20905
|
720
|
1,200
|
45,900
|
||
Saturn
|
24472
|
OXF 127 Interconnect
|
-80.80583
|
39.19561
|
720
|
1,200
|
45,900
|
||
Saturn
|
24481
|
OX131/152/153Gathering MM
|
-80.79538
|
39.18596
|
720
|
1,200
|
45,900
|
||
Saturn
|
24492
|
WEU 1&2 B Gathering Meter
|
-80.7872
|
39.2635
|
720
|
1,200
|
45,900
|
||
Saturn
|
24556
|
OXF 16 MM
|
-80.77924
|
39.18906
|
720
|
600
|
19,600
|
||
Saturn
|
24625
|
OXF 131/152/153 Gathering B Run
|
-80.7952
|
39.18556
|
720
|
1,200
|
45,900
|
||
Saturn
|
5100020
|
PEN 15 Master Meter A Run
|
-80.936507
|
39.2502322
|
720
|
1,200
|
45,900
|
||
Saturn
|
5100048
|
PEN15 MM B RUN
|
-80.936507
|
39.2502322
|
720
|
1,200
|
45,900
|
||
Saturn
|
5100059
|
SMI 28 MM A Run
|
-80.74666
|
39.25743
|
720
|
2,100
|
78,500
|
||
Saturn
|
5100061
|
SMI 28 MM B Run
|
-80.74666
|
39.25743
|
720
|
1,200
|
45,900
|
||
Saturn
|
M5212896
|
WEU-8 Gathering MM
|
-80.80077
|
39.27448
|
720
|
2,100
|
78,500
|
||
Saturn
|
M5214202
|
WEU 51 MM
|
-80.76367
|
39.25619
|
720
|
2,100
|
78,500
|
Saturn
|
M5214970
|
WEU 6 Gathering MM A Run
|
-80.75645
|
39.29037
|
720
|
1,200
|
45,900
|
|
Saturn
|
M5222001
|
OXF 149/150/156MM B Run
|
-80.78491
|
39.21018
|
720
|
1,200
|
45,900
|
|
Saturn
|
M5223803
|
OXF 157-159 Gathering MM A Run
|
-80.76716
|
39.21132
|
720
|
1,200
|
45,900
|
|
Saturn
|
M5223804
|
OXF 157-159 Gathering MM B Run
|
-80.76716
|
39.21132
|
720
|
1,200
|
45,900
|
|
Saturn
|
M5225932
|
WEU 6 MM B Run
|
-80.75645
|
39.29037
|
720
|
1,200
|
45,900
|
|
Saturn
|
M5228452
|
WEU 1-2-49 MM
|
-80.7872
|
39.2635
|
720
|
1,200
|
45,900
|
|
Saturn
|
M5243558
|
OXF163 MM Gather
|
-80.8069
|
39.13586
|
720
|
1,650
|
78,500
|
|
Saturn
|
M5243552
|
OXF122 MM Gather
|
-80.8069
|
39.13586
|
720
|
1,650
|
78,500
|
|
Saturn
|
M5260002
|
PUL96 MM A RUN
|
-80.98591
|
39.21114
|
720
|
1,200
|
45,900
|
|
Saturn
|
M5260004
|
PUL96 MM B RUN
|
-80.98591
|
39.21114
|
720
|
1,200
|
45,900
|
|
Saturn
|
M5274207
|
PEN 54 - MM1
|
-80.92757
|
39.25374
|
720
|
2,100
|
78,500
|
|
Saturn
|
M5274212
|
PEN 54 – MM2
|
-80.92757
|
39.25374
|
720
|
2,100
|
78,500
|
e.
|
2017 Value Driver Performance Awards (the “2017 VDA”).
Provided Employee remains employed as a full time employee with EQT through the initial payment date (expected to be on or before February 28, 2018), she will have fully vested 50% of the Confirmed Performance Awards which are approved by the Management Development and Compensation Committee of the EQT Corporation Board of Directors. Upon Employee’s Qualifying Resignation or other cessation of full time employment with EQT on or before March 30, 2018, any then unpaid Confirmed Performance Awards will be forfeited.
|
g.
|
2017 Stock Options.
Upon Employee’s Qualifying Resignation or other cessation of full time employment with EQT on or before March 30, 2018, all Stock Options granted to her will be forfeited.
|
h.
|
2018 Long-Term Incentive Programs (“LTIP”) Stock Grants/Awards.
Employee will not receive any LTIP stock grants, stock awards or stock options for calendar year 2018.
|
a.
|
A lump sum cash payment equal to the base salary payments she would have received under Paragraph 4 above between the date of her resignation and March 30, 2018; and
|
b.
|
If EQT selects a resignation date earlier than the 2017 ESTIP payment date described in Paragraph 5 above, a lump cash sum payment equal to her 2017 ESTIP bonus target;
|
c.
|
If EQT selects a resignation date earlier than the 2015 EPIP payment date described in Paragraph 7(a) above, a lump sum cash payment equal to the amount she would have received under the 2015 EPIP if she was employed on the 2015 EPIP payment date. This lump sum cash payment shall be paid to Employee at the same time as payment is made to all active participants in the 2015 EPIP; and
|
d.
|
If EQT selects a resignation date earlier than the 2016 VDA payment date described in Paragraph 7(d) above, a lump cash sum payment equal to the outstanding and unvested Confirmed Performance Award (plus dividend equivalents accrued) multiplied by the closing price of EQT common stock on the date of Employee’s resignation; and
|
e.
|
If EQT selects a resignation date earlier than the 2017 VDA payment date described in Paragraph 7(e) above, a lump cash sum payment equal to 50% of the Target Award multiplied by the closing price of EQT common stock on the date of Employee’s resignation.
|
EQT CORPORATION
By:
/s/ Charlene Petrelli
Charlene Petrelli
Vice President and
Chief Human Resources Officer
2/28/2017
Date
|
|
/s/ M. Elise Hyland
M. Elise Hyland
2/24/2017
Date
|
EQT CORPORATION
By: _______________________________
__________________________________
Title
__________________________________
Date
|
|
EMPLOYEE
__________________________________
Name: M. Elise Hyland
__________________________________
Date
|
|
EQT Midstream Partners, LP
|
|
|
|
/s/ Steven T. Schlotterbeck
|
|
Steven T. Schlotterbeck
|
|
President and Chief Executive Officer, EQT Midstream Services, LLC, the registrant’s General Partner
|
|
EQT Midstream Partners, LP
|
|
|
|
/s/ Robert J. McNally
|
|
Robert J. McNally
|
|
Senior Vice President and Chief Financial Officer, EQT Midstream Services, LLC, the registrant’s General Partner
|
/s/ Steven T. Schlotterbeck
|
|
|
April 27, 2017
|
Steven T. Schlotterbeck
President and Chief Executive Officer, EQT Midstream Services, LLC, EQM’s General Partner
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert J. McNally
|
|
|
April 27, 2017
|
Robert J. McNally
Senior Vice President and Chief Financial Officer, EQT Midstream Services, LLC, EQM’s General Partner
|
|
|