11-K 1 a19-11725_111k.htm 11-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 11-K

 

x   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the year ended December 31, 2018

 

o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 1-3551

 

EQT CORPORATION

EMPLOYEE SAVINGS PLAN

(Full title of the Plan and address of the Plan,

if different from that of the issuer named below)

 

EQT CORPORATION

EQT Plaza

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

(Name of issuer of the securities held pursuant to the

Plan and the address of principal executive office)

 

 

 


Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Plan Participants and the Plan Administrator of EQT Corporation Employee Savings Plan

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of net assets available for benefits of EQT Corporation Employee Savings Plan (the Plan) as of December 31, 2018 and 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2018 and 2017, and the changes in its net assets available for benefits for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Supplemental Schedule

 

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2018, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Ernst & Young LLP

 

We have served as the Plan’s auditor since 1985

 

Pittsburgh, Pennsylvania

 

June 20, 2019

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

As of December 31,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

Investments, at fair value

 

$

218,175,862

 

$

380,499,859

 

 

 

 

 

 

 

Notes receivable from participants

 

1,116,470

 

2,520,211

 

 

 

 

 

 

 

Net assets available for benefits

 

$

219,292,332

 

$

383,020,070

 

 

See accompanying notes to financial statements.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

Year ended

 

 

 

December 31,

 

 

 

2018

 

 

 

 

 

Additions:

 

 

 

Investment income:

 

 

 

Interest and dividends

 

$

6,144,063

 

 

 

 

 

Other income (Note 1)

 

99,971

 

 

 

 

 

Interest on notes receivable from participants

 

111,946

 

 

 

 

 

Contributions:

 

 

 

Employer

 

17,329,931

 

Participant

 

16,989,282

 

Rollovers

 

7,441,119

 

Total contributions

 

41,760,332

 

 

 

 

 

Total additions

 

48,116,312

 

 

 

 

 

Deductions:

 

 

 

Benefits paid to participants

 

59,522,005

 

Net depreciation in fair value of investments

 

30,893,268

 

Administrative expenses

 

172,637

 

 

 

 

 

Total deductions

 

90,587,910

 

 

 

 

 

Transfers to Equitrans Midstream Corporation Employee Savings Plan (Note 1)

 

121,256,140

 

 

 

 

 

Net decrease in net assets available for benefits

 

(163,727,738

)

 

 

 

 

Net assets available for benefits:

 

 

 

At beginning of year

 

383,020,070

 

At end of year

 

$

219,292,332

 

 

See accompanying notes to financial statements.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements

 

1. Description of Plan

 

The following description of the EQT Corporation Employee Savings Plan, as amended and restated effective January 1, 2015, including amendments through December 31, 2018 (as amended, the Plan), provides only general information.  Participants should refer to the Plan document and the summary plan description for a complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution profit sharing and savings plan with 401(k) salary reduction and employee stock ownership plan features.  The Plan was originally adopted on September 1, 1985, by a predecessor of EQT Corporation (EQT) and certain subsidiaries (collectively, together with EQT, the Company).  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

 

The Plan is administered by the Benefits Administration Committee (BAC), a named fiduciary of the Plan responsible for matters other than those that are investment-related.  The BAC has discretionary power and authority to construe, interpret and administer the Plan and may adopt rules and regulations for administering the Plan.  The Benefits Investment Committee (BIC) is the named fiduciary responsible for carrying out the investment-related provisions of the Plan.

 

Full-time and certain part-time employees of the Company are eligible to participate in the Plan on their first day of employment.

 

On November 12, 2018, the Company completed the spinoff of its midstream business (the Midstream Business), which was composed of the separately operated natural gas gathering, transmission and storage, and water services businesses, from its upstream business, which is composed of the natural gas, oil and natural gas liquids development, production and sales and commercial operations, through the transfer of the Midstream Business from the Company to Equitrans Midstream Corporation (Equitrans Midstream) and the distribution of 80.1% of the outstanding shares of Equitrans Midstream common stock (Equitrans common stock) to EQT’s shareholders (the Separation). EQT’s shareholders of record as of the close of business on November 1, 2018 (the Record Date) received 0.80 shares of Equitrans common stock for every one share of EQT common stock (EQT common stock) held as of the close of business on the Record Date.

 

In connection with the Separation, Equitrans Midstream established the Equitrans Midstream Corporation Employee Savings Plan (Equitrans Midstream Plan) for employees of Equitrans Midstream, effective November 12, 2018. The Plan assets attributable to the accounts of all Plan participants who were employees of the Company prior to the Separation and who were assigned and transferred to Equitrans Midstream in connection with the Separation were transferred to the Equitrans Midstream Plan, and such individuals ceased to be participants in the Plan. The net assets transferred out of the Plan in connection with the Separation were $121,256,140.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

1. Description of Plan (Continued)

 

The Plan’s investment options include shares of EQT common stock.  Upon the closing of the Separation on November 12, 2018, Equitrans Midstream shares distributed in the Separation in respect of shares of EQT Common Stock held through the Plan were transferred to participants’ accounts under the Plan and deposited in a share fund for Equitrans Midstream shares (the Equitrans Midstream Stock Fund) under the Plan. Participants in the Plan were prohibited from increasing their holdings in the Equitrans Midstream Stock Fund (except with respect to any dividend reinvestment) and could elect to liquidate their holdings in the Equitrans Midstream Stock Fund and invest those monies in any other investment funds offered under the Plan.  The Equitrans Midstream Stock Fund was a temporary investment option under the Plan and was liquidated on May 10, 2019, with any funds remaining in the Equitrans Midstream Stock Fund at the liquidation date being credited to participant accounts in  the Plan’s default fund (Fidelity Institutional Asset Management Blend Target Date Commingled Pool Class Q, based on birth date and the assumption that retirement of the applicable participant will be at age 65).

 

On July 18, 2018, the Company sold approximately 2.5 million noncore net acres and approximately 12,000 associated productive wells and gathering assets in the Huron play (the Huron Divestiture) to Diversified Gas and Oil PLC. Effective as of July 18, 2018, in connection with the closing of the Huron Divestiture, each participant who was an active employee and whose employment was transferred to Diversified Gas and Oil PLC became fully vested in all unvested account balances related to Company contributions (retirement and matching) under the Plan.  In addition, such participants were permitted to take a full distribution or roll over their full account balances in the Plan, including any outstanding Plan loans that were not in default, to a tax-favored retirement plan sponsored by Diversified Gas and Oil PLC. For the year ended December 31, 2018, a total of $27,504,460 was included as part of benefits paid to participants by the Plan as a result of such distributions and rollovers in connection with the Huron Divestiture.

 

Contributions

 

All participants may elect to contribute to the Plan on a pretax basis an amount equal to between 1% and 50% of eligible compensation, subject to Internal Revenue Code (IRC) limitations.  These contributions are referred to as contract contributions. Prior to 2010, the Plan also allowed after-tax contributions.

 

All participants who are eligible to make contract contributions under the Plan and who have attained age 50 before the close of the Plan year may elect to make additional “catchup” contributions for the Plan year.

 

Each pay period, participants are eligible to receive a Company matching contribution equal to $0.50 per every $1.00 of contract contributions, subject to a maximum Company matching contribution of the lesser of the amount permitted by the IRC and 3% of eligible compensation.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

1. Description of Plan (Continued)

 

The Plan includes a “true-up” feature for all contributing participants employed by the Company on the second regular pay date during December of each Plan year.  The “true-up” feature ensures that the participant receives the maximum Company matching contribution for the Plan year, regardless of the timing of the contract contributions.  As a result, if the participant makes contract contributions that qualify for matching contributions that are not received on a per-pay period basis, the Company makes an additional matching contribution in December. For the year ended December 31, 2018, the aggregate amount of this “true-up” contribution was $184,347.

 

Participants may also receive a retirement contribution, which is determined on an annual basis at the discretion of the Company.  During 2018 and 2017, the amount of the retirement contribution was 6% of eligible compensation, subject to limitations imposed by the IRC.

 

Each participant directs the investment of contract, “catchup” and pre-2010 after-tax contributions (together, elective contributions) under Plan provisions intended to comply with ERISA Section 404(c).  Each participant directs his or her elective contributions into various investment options offered by the Plan and (subject to any applicable blackouts under the Plan) may change his or her investment options on a daily basis.  If a participant refuses or fails to make an investment election, his or her elective contributions are invested in a qualified default investment alternative designated by the BIC under the Plan until the participant makes his or her investment election. Currently, this investment is made into the age-appropriate Fidelity Institutional Asset Management Target Date Commingled Pool Fund Class Q (FIAM Funds), a diversified portfolio based on the participant’s date of birth.  The Company’s retirement and matching contributions are allocated among investment options in the same manner as the participant’s elective contributions are allocated and are completed under Plan provisions intended to comply with ERISA Section 404(c).

 

A portion of the Plan is also an Employee Stock Ownership Plan (ESOP), which operates as an account within the Plan that holds shares that participants have directed to be invested in the EQT Corporation Common Stock Fund (Employer Stock Fund).  Participants may elect to receive dividends from the ESOP in cash or by payment to their Plan accounts for reinvestment in the Employer Stock Fund.

 

Rollover Contributions

 

Participants are permitted to make rollover contributions (contributions transferred to the Plan from other qualified retirement plans), subject to certain requirements.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

1. Description of Plan (Continued)

 

Participant Accounts

 

Each participant’s account is credited with the participant’s elective and rollover contributions, the Company’s matching and retirement contributions and Plan earnings based on investment selection, and charged with an allocation of administrative expenses not paid by the Company.  Investment-related administrative expenses are allocated to participant accounts based on investment selection and account balances.  Other administrative expenses not paid by the Company are allocated to participants on a per capita or per transaction basis.  Each participant is entitled to the benefit provided from the participant’s vested account.

 

Vesting

 

Participants are 100% vested in the value of elective contributions and rollover contributions made to the Plan.

 

If employment of a participant is terminated from the Company for any reason other than involuntary termination without cause, retirement on or after age 65, death or total and permanent disability, the participant is entitled to receive the vested value of any Company contributions (matching and retirement).

 

Matching and retirement contributions vest in accordance with the following schedule:

 

Years of Continuous

 

Vested

 

Service Completed

 

Interest

 

 

 

 

 

Less than one year

 

0

%

One year but less than two years

 

33

%

Two years but less than three years

 

67

%

Three years or more

 

100

%

 

Forfeitures of the non-vested portion of participant accounts are used to reduce future Company contributions (matching and retirement) and to pay Plan administrative expenses.  Certain forfeitures may be restored if the participant is reemployed before accruing five consecutive break-in-service years, as defined in the Plan.  For the year ended December 31, 2018, forfeited non-vested accounts reduced Company contributions by $230,021.  At December 31, 2018 and 2017, the forfeited credit balances were not significant to the Plan.

 

Upon involuntary termination without cause, retirement on or after age 65, death or total and permanent disability of the participant or termination of the Plan, a participant is entitled to receive the full value of any Company contributions (matching and retirement), regardless of years of continuous service completed.

 

In the event of a change in control, as defined in the Plan, all Company contributions (matching and retirement) become 100% vested immediately.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

1. Description of Plan (Continued)

 

Payments of Benefits to Participants

 

Upon separation from service with the Company due to death, disability, retirement or termination of employment, a participant whose vested account balance exceeds $1,000 may elect to receive a lump-sum distribution, a direct rollover or installment payments.  Installment payments can be based on a fixed dollar amount for each installment payment.  In addition, a participant may elect an installment payment based on a fixed period.  Under the fixed period calculation option, the account balance will be depleted over the fixed number of years specified, not to exceed 20 years.  As soon as administratively possible after one of the preceding distribution events, a participant whose vested account balance is $1,000 or less will automatically receive a lump-sum distribution equal to his or her vested account balance.

 

In-service withdrawals are available in certain limited circumstances, as set forth in the Plan.  Hardship withdrawals are allowed for participants incurring an immediate and heavy financial need, as set forth in the Plan.  Hardship withdrawals are strictly regulated by the Internal Revenue Service (IRS), and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal.

 

Notes Receivable from Participants

 

A participant may borrow from his or her account up to a maximum amount equal to the lesser of $50,000 or 50% of the participant’s vested eligible account balance.  Loan terms may not exceed five years or, for the purchase of a primary residence, 30 years.  The $50,000 limit, when applied, is reduced by the participant’s highest outstanding loan balance during the preceding 12-month period.  A participant may not apply for a second loan if a loan is outstanding.  The loans bear interest equal to 1% above the “prime rate” (as posted to the “Federal Reserve Website” on the last business day of the prior month) at the time the loan is approved.  This rate remains the same for the entire period of the loan.  Principal and interest are paid ratably through payroll deductions.  If the loan is not repaid within 30 days of termination of employment, the unpaid loan balance will automatically be treated as a distribution to the participant.

 

Administrative Expenses and Other Income

 

Administrative expenses associated with the Plan may be paid out of Plan assets or by the Company.  The expenses paid out of Plan assets are included in the administrative expenses line item in the accompanying Statement of Changes in Net Assets Available for Benefits.  Investment management fees are paid by Plan participants based on participation in the various funds.  In 2018, the funds’ operating expense ratios ranged from 0.015% to 0.94% based on the funds’ prospectuses, including an assumed/actual recordkeeping offset of 0.00% to 0.2%.  Fund operating expenses are deducted from fund investment returns.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

1. Description of Plan (Continued)

 

In 2018, fees for recordkeeping services and other general administration activities related to operating the Plan (Plan Administration Fees) were charged at a fixed annual amount of $65 per participant, payable on a quarterly basis. In addition, a separate annual fee of 0.05%, payable quarterly, is assessed on the Employer Stock Fund and Equitrans Midstream Stock Fund and paid by Plan participants with a balance in an Employer Stock Fund and Equitrans Midstream Stock Fund account on the last business day of each quarter.  Negotiated fee offsets (revenue sharing arrangements) between the Plan’s recordkeeper (Fidelity) and certain professionally managed funds offered by the Plan are applied to and reduce the Plan Administration Fees.  If the fee offsets for a quarter exceed the Plan Administration Fees for the quarter, a credit is applied, which may be allocated to participant accounts.  For the year ended December 31, 2018, the Plan received $99,971 in revenue credits, which have been recorded gross in the Other income line item in the accompanying Statement of Changes in Net Assets Available for Benefits.

 

2. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan are prepared under the accrual basis of accounting.

 

Investments

 

The Plan’s investments are reported at fair value in the Statements of Net Assets Available for Benefits.  See Note 3 for additional information regarding the fair value of the Plan’s investments.

 

The Employer Stock Fund consists of EQT common stock. The Plan held 385,980 and 627,643 shares of EQT common stock as of December 31, 2018 and 2017, respectively.

 

The Equitrans Midstream Stock Fund consists of Equitrans Midstream common stock. The Plan held 288,065 shares of Equitrans Midstream common stock as of December 31, 2018.  As described in Note 1, the Equitrans Midstream Stock Fund was liquidated on May 10, 2019.

 

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividend income is recorded on the dividend payment date.  Net depreciation in fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the Plan year.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (Continued)

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Interest income on notes receivable from participants is recorded when it is earned.  Related loan fees are recorded as administrative expenses and are expensed when incurred.  No allowance for credit losses has been recorded as of December 31, 2018 and 2017.  If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution pursuant to the terms of the Plan and applicable tax law, the notes receivable balance is reduced and a benefit payment is recorded.

 

Recent Accounting Pronouncements

 

In July 2018, the FASB issued Accounting Standards Update (ASU) 2018-09, Codification Improvements, which, among other things, amends an illustrative example of a fair value hierarchy disclosure to indicate that a certain type of investment should not always be considered to be eligible to use the net asset value per share practical expedient. Also, it further clarifies that an entity should evaluate whether a readily determinable fair value exists or whether its investments qualify for net asset value per share practical expedient in accordance with ASC 820, Fair Value Measurement. Adoption of the amended guidance, which is to be applied prospectively, affects the fair value disclosures, but does not change the fair value measurement of the investments. ASU 2018-09 is effective for entities for fiscal years beginning after December 15, 2019 (after December 31, 2018 for issuers (i.e., Form 11-K plans)). Early application is permitted. The Plan is currently evaluating the impact of the adoption of ASU 2018-09 on its financial statements.

 

In August 2018, the FASB issued Accounting Standards update No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which adds, modifies and eliminates certain disclosure requirements on fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted only for modified and eliminated disclosures. The Plan is currently evaluating the impact of the adoption of ASU 2018-13 on its financial statements.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

3. Fair Value Measurement

 

The Plan has an established process for determining fair value for its financial instruments, which consist of a money market fund, mutual funds, common stock and common/collective trusts.  The Plan has categorized its financial instruments into a three-level fair value hierarchy, based on the priority of the inputs to the valuation technique.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows:

 

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

Level 2 - Inputs to the valuation methodology include:

 

·                  quoted prices for similar assets or liabilities in active markets;

 

·                  quoted prices for identical or similar assets or liabilities in inactive markets;

 

·                  inputs other than quoted prices that are observable for the asset or liability; and

 

·                  inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

 

If the asset or liability has a specified (contractual) term, the Level 2 input used is observable for substantially the full term of the asset or liability.

 

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The fair value measurement level of assets and liabilities within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  The Plan uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

 

Below is a description of the valuation techniques and inputs used for assets measured at fair value.  There have been no changes in the methodologies used at December 31, 2018 and 2017.

 

Common stock: Valued at the closing price on the last trading date of the Plan year, reported on the active market on which the individual securities are traded.

 

Money market fund: Valued at quoted market prices in an exchange and on an active market that represents the net asset value (NAV) of shares held by the Plan at year-end.

 

Mutual funds: Valued at quoted market prices in an exchange and on an active market that represents the NAV of shares held by the Plan at year-end.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

3. Fair Value Measurement (Continued)

 

Common/Collective Funds - The units of the Fidelity Managed Income Portfolio II Fund (FMIP II Fund) and FIAM Funds are valued at fair value using the NAV as determined by the issuer based on current fair values of the underlying assets of the fund.  The Plan’s investment is based on the Plan’s proportionate ownership of the underlying investments’ fair value. The investment objective of these funds is to seek the preservation of capital and to provide a competitive level of income over time that is consistent with the preservation of capital. In regards to the FMIP II Fund, participant directed redemptions can be made on any business day but must be held in a noncompeting investment option for 90 days before subsequent transfers to a competing fund can occur; however, withdrawals directed by the Plan must be preceded by 12 months written notice to the Plan’s trustee.  The Plan has no unfunded commitments relating to the common/collective funds at December 31, 2018 and 2017.

 

The preceding methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Further, although the plan administrator believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

The following tables set forth, by level within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2018 and 2017:

 

 

 

Assets at Fair Value

 

 

 

as of December 31, 2018

 

 

 

Level 1

 

Total

 

 

 

 

 

 

 

Money market fund

 

$

1,166,026

 

$

1,166,026

 

Mutual funds

 

92,016,816

 

92,016,816

 

Employer stock fund

 

7,292,347

 

7,292,347

 

Equitrans Midstream Stock Fund

 

5,767,520

 

5,767,520

 

Total investment assets in the fair value hierarchy

 

106,242,709

 

106,242,709

 

Investments measured at NAV (a) - common collective funds

 

 

111,933,153

 

 

 

 

 

 

 

Total investment assets at fair value

 

$

106,242,709

 

$

218,175,862

 

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

3. Fair Value Measurement (Continued)

 

 

 

Assets at Fair Value

 

 

 

as of December 31, 2017

 

 

 

Level 1

 

Total

 

 

 

 

 

 

 

Money market fund

 

$

1,655,893

 

$

1,655,893

 

Mutual funds

 

156,513,906

 

156,513,906

 

Employer stock fund

 

35,734,734

 

35,734,734

 

Total investment assets in the fair value hierarchy

 

193,904,533

 

193,904,533

 

 

 

 

 

 

 

Investments measured at NAV (a) - common collective funds

 

 

186,595,326

 

 

 

 

 

 

 

Total investment assets at fair value

 

$

193,904,533

 

$

380,499,859

 

 


(a)              In accordance with ASC Subtopic 820-10, certain investments that were measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy.  The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statements of Net Assets Available for Benefits.

 

4. Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to amend the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the IRC.  In the event of termination of the Plan, the interests of all affected participants will become fully vested.

 

5. Risks and Uncertainties

 

The Plan invests in various investment securities, including shares of EQT common stock, that are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the values of participants’ account balances under the Plan and the amounts reported in the Statements of Net Assets Available for Benefits.

 

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EQT CORPORATION

EMPLOYEE SAVINGS PLAN

 

Notes to Financial Statements (continued)

 

6. Related-Party and Party-in-Interest Transactions

 

Certain Plan investments are shares of a money market fund, mutual funds and common/collective trusts managed by Fidelity Management Trust Company or an affiliate thereof (Fidelity).  Fidelity is the trustee and recordkeeper of the Plan and, therefore, these transactions may qualify as party-in-interest transactions under ERISA. Transactions with respect to notes receivable from participants and the Employer Stock Fund also qualify as party-in-interest and related-party transactions due to the relationships between the participants, on the one hand, and the Company and the Plan, on the other hand.

 

Equitrans Midstream common stock previously held by the Plan was acquired as a result of the Separation, which involved the distribution on November 12, 2018 of shares of Equitrans Midstream common stock to all EQT shareholders who held shares on the record date for such distribution (see Note 1). The distribution was considered a party-in-interest transaction by virtue of the Company’s relationship to the Plan. However, Equitrans Midstream is not a party-in-interest as to the Plan.

 

The Plan held 385,980 and 627,643 shares of EQT common stock as of December 31, 2018 and 2017, respectively, with fair value of $7,292,347 and $35,734,734, respectively. During the year ended December 31, 2018, the Plan recorded investment loss of approximately $9,496,000 related to its investment in the EQT common stock.

 

7. Income Tax Status

 

The Plan received a determination letter from the IRS dated July 25, 2016, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust was exempt from taxation.  Subsequent to this determination by the IRS, the Plan was amended.  Once qualified, the Plan is required to operate in conformity with its express terms and provisions, as set forth therein and as dictated by the IRC, in order to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and therefore, believes the Plan, as amended, is qualified and the related trust is tax-exempt.

 

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.  The plan administrator has determined that, as of December 31, 2018 and 2017, no uncertain tax positions existed or were expected to be taken that would require recognition of a tax liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

14


Table of Contents

 

SUPPLEMENTARY FINANCIAL INFORMATION

 

15


Table of Contents

 

EQT Corporation

Employee Savings Plan

 

EIN: 25-0464690

Plan No.: 202

Schedule H, Line 4i, Schedule of Assets (Held at End of Year)

December 31, 2018

 

 

 

 

 

 

 

 

 

(e)

 

 

 

(b)

 

(c)

 

(d)

 

Current

 

(a)

 

Identity of Issue

 

Description of Investment

 

Cost

 

Value

 

 

 

 

 

 

 

 

 

 

 

*

 

FIAM Target Date 2040 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

$

17,148,469

 

*

 

FIAM Target Date 2050 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

16,228,687

 

*

 

FIAM Target Date 2030 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

14,846,469

 

*

 

FIAM Target Date 2045 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

14,131,593

 

 

 

MFS Massachusetts Investors Growth Stock R6 Fund

 

Mutual fund

 

N/A

 

13,902,197

 

*

 

FIAM Target Date 2025 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

13,356,489

 

*

 

FIAM Target Date 2035 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

11,652,701

 

*

 

Fidelity 500 Index Fund Institutional Class

 

Mutual fund

 

N/A

 

10,899,039

 

 

 

AF Washington Mutual Investors Fund R6

 

Mutual fund

 

N/A

 

10,332,505

 

*

 

Fidelity Contrafund Class K6

 

Mutual fund

 

N/A

 

8,290,134

 

 

 

Oppenheimer Developing Markets Fund

 

Mutual fund

 

N/A

 

7,590,230

 

*

 

FIAM Target Date 2020 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

7,369,018

 

*

 

Employer stock fund

 

EQT securities - common stock

 

N/A

 

7,292,347

 

*

 

Fidelity Managed Income Portfolio II Fund

 

Common/collective trust

 

N/A

 

6,544,470

 

*

 

FIAM Target Date 2055 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

6,536,649

 

*

 

Fidelity Diversified International Fund Class K6

 

Mutual fund

 

N/A

 

6,372,613

 

 

 

Equitrans Midstream Stock Fund

 

Common stock

 

N/A

 

5,767,520

 

 

 

Dodge & Cox Income Fund

 

Mutual fund

 

N/A

 

5,686,337

 

*

 

Fidelity Balanced Fund Class K

 

Mutual fund

 

N/A

 

5,352,651

 

 

 

T. Rowe Price Diversified Mid Cap Growth Fund

 

Mutual fund

 

N/A

 

5,137,065

 

*

 

Fidelity Total Market Index Fund Investor Class

 

Mutual fund

 

N/A

 

5,046,079

 

 

 

American Beacon Small-Cap Value Fund R6

 

Mutual fund

 

N/A

 

4,600,825

 

 

 

American Beacon Mid-Cap Value Fund

 

Mutual fund

 

N/A

 

3,128,095

 

 

 

T. Rowe Price QM US Small Cap Growth Equity Fund

 

Mutual fund

 

N/A

 

2,588,743

 

 

 

Neuberger Berman High Income Bond R6 Fund

 

Mutual fund

 

N/A

 

1,905,883

 

*

 

FIAM Target Date 2015 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

1,668,594

 

*

 

Fidelity Treasury Only Money Market Fund

 

Money market

 

N/A

 

1,166,026

 

*

 

FIAM Target Date 2060 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

936,537

 

*

 

FIAM Target Date 2005 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

747,050

 

*

 

Fidelity Global ex US Index Premium Fund

 

Mutual fund

 

N/A

 

683,085

 

*

 

FIAM Target Date Income Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

519,883

 

*

 

Fidelity US Bond Index Premium

 

Mutual fund

 

N/A

 

501,335

 

*

 

FIAM Target Date 2010 Commingled Pool Class Q

 

Common/collective trust

 

N/A

 

246,544

 

*

 

Notes receivable from participants

 

Participant loans - 4.25% to 7.75% **

 

N/A

 

1,116,470

 

 

 

 

 

 

 

 

 

$

219,292,332

 

 


  *           Party-in-interest to the Plan.

**          Maturities extend through year 2045.

 

16


Table of Contents

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Benefits Administration Committee of the Plan have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

EQT CORPORATION
EMPLOYEE SAVINGS PLAN
(Name of Plan)

 

 

 

 

 

 

 

By

/s/ Mary C. Krejsa

 

 

Mary C. Krejsa

 

 

Plan Manager, and Member, Benefits Administration Committee

 

 

 

 

 

 

June 20, 2019

 

 

 

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Table of Contents

 

INDEX TO EXHIBIT

 

Exhibit No.

 

Description

 

Sequential Page No.

 

 

 

 

 

23

 

Consent of Independent Registered Public Accounting Firm

 

19

 

18