eqt midstream partners, lp -...

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July 2013

EQT Midstream Partners, LP

10,000,000 Common Unit Offering July 2013


2

Cautionary Statements

The Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, to disclose only proved,

probable and possible reserves that a company anticipates at a given date to be economically and legally producible and deliverable by

application of development projects to known accumulations. However, the SEC strictly prohibits the aggregation of proved, probable and

possible reserves in filings with the SEC due to the different levels of certainty associated with each reserve category.

Disclosures in this presentation contain certain forward-looking statements. Statements that do not relate strictly to historical or current facts

are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation specifically

include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of EQT

Midstream Partners, LP and its subsidiaries (Company), including guidance regarding the Company’s transmission and storage and

gathering revenue and volume growth; revenue projections; infrastructure programs (including the timing, cost, capacity and sources of

funding with respect to such programs), natural gas production growth in the Company’s operating areas for EQT Corporation and third

parties; asset acquisitions, including the Company’s ability to complete any asset purchases from EQT Corporation or third parties, such as

the Company’s ability to complete the acquisition of Sunrise Pipeline, LLC (Sunrise); internal rate of return (IRR); compound annual growth

rate (CAGR); capital commitments, projected capital and operating expenditures, including the amount and timing of capital expenditures

to be reimbursed by EQT Corporation, capital budget and sources of funds for capital expenditures; liquidity and financing requirements,

including sources and availability of funding for the Sunrise acquisition; distribution rate and distribution growth; projected Adjusted EBITDA

and projected distributable cash flow, including the effect of the Sunrise acquisition on adjusted EBITDA and distributable cash flow; the

effects of government regulation; and tax position. These statements involve risks and uncertainties that could cause actual results to differ

materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of

actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events.

While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business,

economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the

Company’s control. With respect to the proposed Sunrise transaction, these risks and uncertainties include, among others, disruption to the

Partnership's business, including customer, employee and supplier relationships resulting from the transaction; risks that the conditions to

closing may not be satisfied; and impact of the transaction on the Partnership’s future operating income, 2013 capital program and

distributions. The risks and uncertainties that may affect the operations, performance and results of the Partnership’s business and forward-

looking statements include, but are not limited to, those risks discussed in the Partnership’s most recent Annual Report on Form 10-K,

Quarterly Report on Form 10-Q and other filings with the Securities and Exchange Commission. Any forward-looking statement speaks only

as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statement,

whether as a result of new information, future events or otherwise. Information in this presentation regarding EQT Corporation and its

subsidiaries, other than the company (EQT), is derived from publicly available information published by EQT.


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As used herein, the Company defines Adjusted EBITDA as net income (loss) plus net interest expense, income tax expense (if applicable), depreciation and amortization expense, non-cash long-term compensation expense, and other non-cash adjustments (if applicable) less other income and the Sunrise Pipeline lease payment. As used herein, the Company defines distributable cash flow as Adjusted EBITDA less net cash paid for interest expense, ongoing maintenance capital expenditures and income taxes (if applicable). Adjusted EBITDA and distributable cash flow are not financial measures calculated in accordance with generally accepted accounting principles (GAAP). Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of the Company’s financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess:

The Company’s performance versus prior periods;

the Company’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 the Company’s assets to generate sufficient cash flow to make distributions to the Company’s unitholders;

the Company’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.

The Company believes that Adjusted EBITDA and distributable cash flow provide useful information to investors in assessing the Company’s financial condition and results of operations. Adjusted EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. Additionally, because Adjusted EBITDA and distributable cash flow may be defined differently by other companies in its industry, the Company’s definition of Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. The Company is unable to provide a reconciliation of its projected Adjusted EBITDA and projected distributable cash flow to net income or net cash provided by operating activities, the most comparable financial measures calculated in accordance with GAAP, due to the unknown effect, timing and potential significance of certain income statement items.

EQT Midstream Partners, LP Non-GAAP Measures


4

EQT Corporation Non-GAAP Measures

The Company uses EQT Corporation Adjusted Midstream EBITDA as a financial measure in this presentation. EQT Corporation

Adjusted Midstream EBITDA is defined as EQT Corporation’s midstream business segment’s operating income (loss) plus

depreciation and amortization expense less gains on dispositions. EQT Corporation Adjusted Midstream EBITDA also excludes

EQT Corporation’s midstream segment results associated with the Big Sandy Pipeline and Langley processing. EQT Corporation

Adjusted Midstream EBITDA is not a financial measure calculated in accordance with GAAP. EQT Corporation Adjusted

Midstream EBITDA is a non-GAAP supplemental financial measure that EQT management and external users of financial

statements, such as industry analysts, investors, lenders and rating agencies, use to assess:

EQT’s performance versus prior periods;

EQT’s operating performance as compared to other companies in its industry without regard to historical cost basis or

financing methods;

the ability of EQT’s assets to generate sufficient cash flow to make distributions to its investors;

EQT’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.

EQT believes that the presentation of EQT Corporation Adjusted Midstream EBITDA provides useful information in assessing

EQT’s financial condition and results of operations. EQT Corporation Adjusted Midstream EBITDA should not be considered as

an alternative to net income, operating income or any other measure of financial performance or liquidity presented in accordance

with GAAP. EQT Corporation Adjusted Midstream EBITDA has important limitations as an analytical tool because it excludes

some but not all items that affect net income or operating income. Additionally, because EQT Corporation Adjusted Midstream

EBITDA may be defined differently by other companies in EQT’s industry, EQT’s definition of EQT Corporation Adjusted

Midstream EBITDA will most likely not be comparable to similarly titled measures of other companies, thereby diminishing its

utility. Please see slide 30 in the Appendix for a reconciliation of EQT Corporation Adjusted Midstream EBITDA to it’s most

directly comparable financial measure calculated and presented in accordance with GAAP. EQT is unable to provide a

reconciliation of its projected Adjusted Midstream EBITDA to projected net income or operating income, the most comparable

financial measures calculated in accordance with GAAP, due to the unknown effect, timing and potential significance of certain

income statement items.


5

Offering Overview

Issuer: EQT Midstream Partners, LP (NYSE: EQM) (“EQM”)

Security: Common Units

Offering Type: Follow-on (100% Primary)

Offering Size: 10,000,000 Units

Over-allotment Option: 1,500,000 Units (15%)

Use of Proceeds: Fund a portion of the cash distribution made in the Sunrise Pipeline, LLC (“Sunrise”)

merger as well as related expenses and for general partnership purposes

Unit Price (July 12, 2013): $46.20

Current Annualized

Distribution: $1.60

Current Yield: 3.46%

Tax Shield: At least 80% through 2015

Bookrunners:

Citigroup, Barclays, BofA Merrill Lynch, Credit Suisse, Deutsche Bank Securities,

Goldman, Sachs & Co., J.P. Morgan, RBC Capital Markets, and Wells Fargo

Securities

Timing: Pricing July 16th after Market close


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Name EQM Title EQT Title

David Porges Chairman, President & CEO Chairman, President & CEO

Randall Crawford EVP, Director SVP and President of Midstream,

Commercial and Distribution

Philip Conti SVP & CFO, Director SVP & CFO

Phillip Elliott Treasurer Treasurer

Daniel Greenblatt Assistant Treasurer, Director of

Corporate Finance

Assistant Treasurer & Director

Corporate Finance

Patrick Kane Chief Investor Relations Officer Chief Investor Relations Officer

Nathan Tetlow Investor Relations Manager Investor Relations Manager

Management Representatives


Sunrise Pipeline, L.L.C. Merger


8

Transaction

Overview

Asset

Overview

Financing

EQT Midstream Partners has agreed to acquire EQT’s Sunrise Pipeline LLC

Expected closing date of July 17, 2013

Consideration of $540 million, consisting of:

$507.5 million cash

$33 million of common and general partner units

Transaction expected to be accretive to distributable cash flow per unit in 2013 and beyond

Approximately 41.5 miles of 24-inch diameter pipeline

Total current throughput capacity of approximately 400 BBtu per day

Currently pursuing a compression expansion for an additional 550 BBtu per day of additional capacity

expected to be in-service Q3 2014 (pro forma total capacity of 950 BBtu per day)

Fully-subscribed with 10+ year fixed-fee contracts with EQT as the anchor for current & expansion capacity

Strategically located in the Marcellus play and parallels and interconnects with a portion of our existing

system and provides access to multiple intrastate pipelines, LDCs & processing facilities

$507.5 million in cash consisting of:

Net proceeds from this offering

Borrowings from EQM’s revolving credit facility

$33 million of common and general partner units issued directly to EQT

Transaction Summary

Precedent

Agreement

Deferred

Consideration

Additional $110 million consideration to be paid to EQT upon the effectiveness of a new transportation

agreement with a third party that the Partnership expects to become effective post-closing


9

Fully subscribed with

strong anchor tenant in

EQT

10+ year, fixed-fee

contracts

Strategically located

pipeline on wet side of

Marcellus play

Significant & highly

predictable free cash

flow generation

Operational &

commercial synergies

with Equitrans

Newly constructed,

high quality assets

Sunrise Merger Highlights

Attractive expansion

project underway that

is fully subscribed


10

Sunrise Pipeline, LLC 400 BBtu per day current capacity

41.5 miles, 24-inch diameter pipeline

Jefferson compressor station

In-service July 2012

Strategic location in Marcellus

10 year, fixed-fee contracts EQT anchor tenant

Fully subscribed

$44 million annual revenue 83% from EQT

17% from third-parties

Sunrise

Pipeline

Jefferson

Station

Sunrise Overview

Sunrise Pipeline, LLC


11

Sunrise Expansion Underway

Jefferson compressor station expansion Incremental 550 BBtu per day of capacity

$30 million investment by Partnership

Total Sunrise capacity of 950 BBtu per day when complete

Expected in-service Q3 2014

Expansion is fully-subscribed

$40 million annual revenue by 2015 67% from EQT

33% from a third-party » Deferred consideration ($110MM) linked to this third-party contract

Potential for additional transportation agreements


12

Financial Overview Stable Cash Flow Profile

Sunrise revenue ramping up with capacity expansion

Investment grade sponsor represents 76% of 2015 revenues

Revenues driven by fixed-fee, long-term contracts

No direct commodity exposure

Revenue Growth 2014 Year End Firm Capacity

EQT63%

Third-Party A 4%

Third-Party B 3%

Third-Party C 2%

Third-Party D 1%

Third-Party E (Deferred

Consideration)

27%

2014 2015

Current 400 $44 $44 83%

Expansion 295 $9 $27 100%

Deferred

Consideration252 $7 $13 0%

Total 947 $60 $84 76%

Firm Reservation

Revenue ($MM)Capacity

(BBtu/d)

% 2015

Revenue from

EQT


13

EQT Corporation Marcellus Play Overview Thriving Corporate Sponsor

* Includes 25,000 developable acres related to an acreage acquisition closed in Q2 2013

** Includes reserves associated with the 25,000 developable acres related to an acreage acquisition closed in Q2 2013

EQT Core Marcellus Areas 560,000 EQT acres*

15.7 Tcfe 3P**

>100 years R/P

157 wells in 2013

>70% YOY Marcellus

production growth

58% ATAX IRR @ $4 NYMEX

Acres Locations

EUR (Mcfe)

per lateral ft.

Cost per

well ($MM)

SW PA 95,000 1,080 2,050 $6.5

N. WV 90,000 1,065 2,035 $6.6

C. PA 80,000 727 1,375 $6.6

Based on 4,800 foot lateral length

EQT Core Marcellus Acreage


EQT Midstream Partners Overview


15

Introduction

EQT Midstream Partners, LP (NYSE: EQM)

IPO June 2012

Parent sponsored MLP

Premier Marcellus midstream assets

Growth strategy

Drop-downs from EQT Corporation, our sponsor

Organic opportunities

Third-party opportunities – producer volumes & acquisitions

Grow per unit cash distributions at double digit annual

rate over next several years

Expect Q4 ’13 distribution at least 20% higher than Q4 ’12 distribution

Q2 ’13 distribution of $0.40 per unit, a $0.03 or 8% increase from Q1


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45.1% indirect limited

partner interest

2.0% general

partner interest

100% indirect

ownership interest

52.9% limited

partner interest

100% indirect

ownership interest

EQT Corporation

NYSE: EQT

3,454,112 Common Units

17,339,718 Subordinated Units

EQT Midstream Services, LLC

(Our General Partner)

921,813 General Partner Units

Incentive Distribution Rights

EQT Midstream Partners, LP NYSE: EQM

(The Partnership)

Equitrans, L.P.

Public Unitholders

24,375,000 Common Units

Pro Forma Ownership Structure After Offering and Sunrise Transaction


17

Equitrans Transmission &

Storage

1.7 TBtu/d current capacity

» 2.65 TBtu/d pro-forma capacity with

Sunrise transaction & expansion

900 BBtu/d throughput in Q1 2013

» 95% higher than Q1 2012

700 mile FERC-regulated

interstate pipeline

26,000 horsepower compression

32 Bcf of working gas storage

Strategically Located Marcellus Assets EQT Midstream Partners Asset Overview

Assets Assets Overlay Marcellus Fairway

As of June 30, 2013

444456_ 444456_Marcellus Fairway.psd (NY007C5C)

Equitrans Transmission

Sunrise Pipeline

EQM Compressor Station

EQT Acreage

Equitrans Gathering

Storage Pool

Marcellus Fairway


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Moves gas from Marcellus

gathering to 5 interstate

pipelines

Serves wet & dry Marcellus

development areas

Connects to 4 LDCs

14 storage fields

Network feature offers

producers optionality

Strategically Located Marcellus Assets EQT Midstream Partners Asset Overview

Operational Flexibility System Optionality


19

EQT interest aligned with EQM

2% General Partner Interest*

45% Limited Partner Interest*

EQT a prominent Marcellus

producer

33% sales volume growth in 2012

6.0 Tcfe total proved reserves**

25.9 Tcfe 3P reserves**

560,000 Marcellus acres

EQT has a growing inventory of

midstream assets

1.5 Bcf/d Marcellus gathering capacity

projected for year-end 2013

Gathered volumes up 30% in 2012

Drop-down Growth Opportunities EQT is Strong Corporate Sponsor

* Pro-forma post offering

** As of December 31, 2012

EQT Asset Map


20

0

200

400

600

800

1,000

1,200

1,400

Marcellus

Huron horizontal

CBM

Vertical

Drop-down Growth Opportunities EQT Production Growth Requires Significant Infrastructure

Marcellus Driving Growth

MMcfe/d

2006 2007 2008 2009 2011 2010 2012

2013E Annual Production

Growth >30%

2013E 2014E


21

Drop-down Growth Opportunities Inventory of Midstream Assets Growing at Sponsor

EQT Corporation Adjusted Midstream EBITDA*

$M

M B

cfe

Midstream infrastructure growing to support production

Expanding inventory of drop-down assets at EQT

20% 3-year EQT Corporation Midstream Adjusted EBITDA growth

* Excludes Big Sandy and Langley; See EQT Corporation Non-GAAP Reconciliation on slide 30.

0

100

200

300

400

$0

$100

$200

$300

$400

2008 2009 2010 2011 2012 2013E

EQT Midstream

EQT Midstream Partners (includes Sunrise)

Production Sales Volumes (Bcfe)


22

Drop-down Growth Opportunities Gathering

EQT Marcellus Gathering Systems*

* Capacity for each system represents estimated year-end 2013 capacity.

Total EQT Marcellus gathering capacity is estimated to be 1.5 Bcf/d at year-end 2013.

Tioga

65 MMcf/d

Pluto

60 MMcf/d

Jupiter

770 MMcf/d

Mercury

135 MMcf/d

Saturn

120 MMcf/d

Longhorn

100 MMcf/d

Terra

80 MMcf/d

Applegate

150 MMcf/d


23

Blacksville Compression Expansion 200 BBtu/d incremental capacity

Total cost $30 million

Organic Growth Opportunities

Completed in 2012 Projects Relieve Bottlenecks

2013 Expansion Projects

Low Pressure East Expansion 150 BBtu/d incremental capacity

Total cost $30 million

In-service Q4 2013

New delivery interconnects 300 BBtu/d incremental capacity

In-service Q2 2013

Increases access to demand markets


24

Marcellus the premier natural gas shale play

Marcellus production projected

to double from 2011 to 2015*

Significant midstream

infrastructure investment needed

$20B infrastructure investment

needed by 2020**

Evaluate strategic third-party

acquisitions to expand and

extend footprint

Third-Party Opportunities Infrastructure Opportunity

* Wood Mackenzie (December 2012)

** ICF International / INGAA

Marcellus Growth Prospects Marcellus Production Forecast*

0

2

4

6

8

10

12

14

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

Bcf/d


25

Fragmented acreage profile requires integrated solution

Systems to serve EQT & third-parties

Project scaling enhances returns

Reduces per-unit costs and rates

EQT is a strong anchor tenant

Enhances ability to promote projects

Marcellus Acreage Profile Acreage by Producer

Third-Party Opportunities Grow Third-Party Producer Volumes


26

Firm Reservation

62% Firm Usage

20%

Interruptible 18%

Revenues driven by fixed-fee, long-term contracts Minimal direct commodity exposure

EQT represented 78% of 2012 revenue Investment grade credit ratings

10-year weighted average contract life*

Stable Cash Flow Profile

Contract Mix*

* Based on revenues for year-end December 31, 2012.


27

Grow per unit cash distributions at double digit annual

rates over next several years

Expect Q4 ’13 distribution at least 20% higher than Q4 ’12 distribution

Q2 ’13 distribution of $0.40 per unit, a $0.03 or 8% increase from Q1

Sunrise transaction immediately accretive

Distribution Growth

Per Unit Distribution Growth

$0.35 $0.35

$0.37

$0.40

$0.28

$0.31

$0.34

$0.37

$0.40

$0.43

$0.46

$0.49

Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013E Q4 2013E

Q4 '13 at least 20% higher

than Q4 '12


28

Investment Highlights

Strategically located Marcellus assets

Executing on growth strategy

Sunrise Merger

Additional drop-downs from sponsor

Organic opportunities

Third-party opportunities – producer volumes & acquisitions

20% annual distribution growth in 2013

Stable cash flow profile

Capitalized for growth


Appendix


30

Appendix EQT Corporation Non-GAAP Reconciliation

Non-GAAP Reconciliation ($ million)

EQT Corporation Adjusted Midstream EBITDA

(millions) 2008 2009 2010 2011 2012

Midstream operating income $ 120 $ 154 $ 179 $ 417 $ 237

Add: depreciation and amortization 35 53 62 57 65

Less: gains on dispositions – – – 203 –

Less: Big Sandy and Langley 23 32 31 14 –

EQT Corporation Adjusted Midstream EBITDA $ 132 $ 175 $ 210 $ 257 $ 302

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