e11vk
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark one)
     
þ   Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
     
o   Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934.
For the transition period from _______ to _______
Commission File Number 001-12209
A.   Full title of the plan and address of the plan, if different from the issuer named below
RANGE RESOURCES CORPORATION
401 (k) PLAN
B.   Name of issuer of the securities held pursuant to the plan and address of its principle executive office
Range Resources Corporation
777 Main Street, Suite 800
Fort Worth, Texas, 76012
 
 

 


Table of Contents

TABLE OF CONTENTS
         
    F-1  
 
       
       
 
       
    F-2  
 
       
Statements of Changes in Net Assets
Available for Plan Benefits
    F-3  
 
       
    F-4  
 
       
    F-11  
 
       
    F-12  
 
       
    F-13  
 
       
Exhibit 23- Consent of Independent Auditors
    F-14  
 
       
Exhibit 99.1- Certification of Periodic Reports
    F-15  
 Consent of Independent Accountants
 Certification Pursuant to Section 906

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee and Participants of the
Range Resources Corporation 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of the Range Resources Corporation 401(k) Plan as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Range Resources Corporation 401(k) Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Whitley Penn
Fort Worth, Texas
May 19, 2006

F - 1


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                 
    December 31,  
    2005     2004  
Assets
               
Investments, at fair value:
               
Shares of registered investment companies:
               
Mutual funds
  $ 18,820,143     $ 5,212,544  
Common collective trust
    4,026,615       1,271,155  
Range Resources common stock
    17,062,600       7,246,181  
Participant loans
    607,208       254,552  
 
           
Total assets
    40,516,566       13,984,432  
 
               
Liabilities
               
Liability for excess contribution
    66,799        
 
           
Net assets available for benefits
  $ 40,449,767     $ 13,984,432  
 
           
See accompanying notes to financial statements.

F- 2


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                 
    Year Ended December 31,  
    2005     2004  
Additions to net assets
               
Investment income:
               
Net realized and unrealized gains on investments
  $ 8,887,690     $ 4,267,858  
Interest and dividends
    705,965       108,196  
 
           
Total investment income
    9,593,655       4,376,054  
 
               
Transfers from another trust
    15,080,181        
 
               
Contributions:
               
Non-cash:
               
Employer stock
    873,000       770,100  
Cash:
               
Participant
    2,076,364       997,075  
Employer match
    646,538        
Rollover
    54,078        
 
           
Total contributions
    3,649,980       1,767,175  
 
           
Total additions to net assets
    28,323,816       6,143,229  
 
               
Deductions from net assets
               
Benefits paid to participants
    1,858,481       1,112,147  
Participant loans terminated due to withdrawal of participants
          37,096  
 
           
Total deductions from net assets
    1,858,481       1,149,243  
 
           
 
               
Net increase in net assets available for benefits
    26,465,335       4,993,986  
 
               
Net assets available for benefits at beginning of year
    13,984,432       8,990,446  
 
           
 
               
Net assets available for benefits at end of year
  $ 40,449,767     $ 13,984,432  
 
           
See accompanying notes to financial statements.

F- 3


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
A. Description of the Plan
Plan Description
The following description of the Range Resources Corporation 401(k) Plan (the “Plan”) provides only general information. The Plan is sponsored by Range Resources Corporation (the “Company” or “Plan Sponsor”). Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General
The Plan was established effective January 1, 1989 as a defined contribution plan covering employees of the Company who are eighteen years of age or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
On January 1, 2005, the Company merged the net assets of the Great Lakes Energy Partners, LLC 401(k) Plan in the amount of $15.1 million into the Plan. The assets of this plan have been recorded as “Transfers from another trust” in the accompanying statement of changes in net assets available for benefits for the year ended December 31, 2005.
The purpose of the Plan is to encourage employees to save and invest, systematically, a portion of their current compensation in order that they may have a source of additional income upon their retirement, or for their family in the event of death.
Contributions
Participants may contribute up to 50% of pre-tax annual compensation, as defined by the Plan. Contributions are subject to limitations on annual additions and other limitations imposed by the Internal Revenue Code (the “Code”) as defined in the Plan agreement. Integrated contributions are equal to 5.7% of each active participant’s eligible compensation in excess of the social security taxable wage base in 2005 and 2004.
Employees who are eligible to make salary deferral contributions under the Plan and who have attained age 50 before the close of the Plan year, are eligible for catch-up contributions in accordance with and subject to the limitations imposed by the Code.
Participants must be employed on the last day of the Plan year, and complete 1,000 hours of service during the Plan year to be eligible to receive profit sharing contributions. Each year the Board of Directors determines the percentage of employee salaries that the Company will contribute as a profit sharing contribution. In 2005 and 2004, the Company made profit sharing contributions, in the form of Company stock, at the rate of 3% and 6% of an eligible participant’s salary, which approximated $873,000 and $770,000, respectively.

F- 4


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
A. Description of the Plan — continued
Contributions — continued
At the discretion of the Board of Directors, the Company may elect to contribute a matching contribution based on the amounts of salary reduction of the participants. Effective January 1, 2005, the Company began making matching cash contributions to participant accounts. The cash match during 2005 was $0.50 on the dollar (per pay period) up to the first 6% of participant contributions, which approximated $647,000.
Participant Accounts
Each participant’s account is credited with the participant’s elective contribution, employer contribution(s), and earnings thereon. Allocations are based on participant earnings or account balances as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants are immediately fully vested in their elective contributions plus actual earnings thereon. Vesting in the Company contribution portion of accounts plus actual earnings thereon is as follows:
         
    Vested  
Years of Service   Percentage  
 
       
Less than One (1) year
    0 %
One (1) year
    40 %
Two (2) years
    80 %
Three (3) or more years
    100 %
A year of service for vesting purposes is defined as a period in which a participant completes at least 1,000 hours of service.
Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years or, in the case of a loan to acquire or construct the primary residence of a participant, a period not to exceed a repayment period used by commercial lenders for similar loans. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus 2.00%, as defined by the Participant Loan Program. Interest rates for 2005 and 2004, ranged from 4.0% to 10.5%. Principal and interest are paid ratably through payroll deductions.

F- 5


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
A. Description of the Plan — continued
Benefit Payments
Participants withdrawing during the year for reasons of service or disability, retirement, death, or termination are entitled to their vested account balance. Benefits are distributed in the form of rollovers, lump sums, installment payments, or through the purchase of an annuity contract. If withdrawing participants are not entitled to their entire account balance, the amounts not received are forfeited and reallocated to the remaining participants once it is assured that a break in service was incurred by the withdrawing participant. Disbursements for benefits are recorded when paid.
A participant may receive a hardship distribution from salary reduction contributions if the distribution is: (1) on account of uninsured medical expenses incurred by the participant, their spouse or dependents; (2) to purchase (excluding mortgage payments) a principal residence of the participant; (3) for the payment of post-secondary tuition expenses; or, (4) needed to prevent eviction of the participant from his or her principal residence or foreclosure upon the mortgage of the participant’s principal residence.
Forfeitures
Forfeited balances of terminated participants’ non-vested accounts are reallocated to the account balances of the remaining participants.
Administrative Expenses
The Plan Sponsor pays administrative expenses of the Plan. During 2005 and 2004, the Plan Sponsor paid approximately $23,000 and $16,700, respectively, of Plan expenses on behalf of the Plan.
B. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from these estimates.

F- 6


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
B. Summary of Significant Accounting Policies — continued
Investment Valuation and Income Recognition
Investments are valued at fair market value as of December 31, 2005 and 2004. The common stock of the Company is valued at the last reported sales price on the last business day of the Plan year.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net realized gains or losses on investments is the difference between the proceeds received upon the sale of investments and the market value of investments as of the end of the preceding year or the average cost of those assets if acquired during the current year.
Unrealized appreciation or depreciation of investments represents the increase or decrease in market value during the year.
These investments are subject to market or credit risks customarily associated with equity investments. Participant loans are recorded at the unpaid principal balance, which approximates fair value.
Contributions
Contributions from participants and the Company are accrued in the period in which they are deducted in accordance with salary deferral agreements and as they become obligations of the Company, as determined by the Plan’s administrator.
Payment of Benefits
Benefits are recorded when paid.
Plan Expenses
Employees of the Company perform certain administrative functions with no compensation from the Plan. Administrative costs of the Plan are paid by the Company and are not reflected in the accompanying financial statements.
C. Investments
Participants may direct their 401(k) salary deferrals to be invested into any of the nineteen investment funds offered by the Plan as well as common stock of the Company.

F- 7


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
C. Investments — continued
Non-cash profit sharing contributions made in the form of the Company’s common stock, by the Company, can be redirected by participants into any of the nineteen investment options offered by the Plan.
The following table presents the individual investments that exceeded 5% of the Plan’s net assets available for benefits at December 31:
         
Description   2005  
Range Resources common stock
  $ 17,062,600  
American Growth Fund of America — R3
    4,785,515  
DWS Stable Value Trust-Institutional Shares
    4,026,615  
DWS Dreman High Return Equity — A
    2,887,749  
         
Description   2004  
Range Resources common stock
  $ 7,246,181  
American Growth Fund of America — R3
    1,410,876  
Scudder Stable Value Fund
    1,271,155  
Scudder Dreman High Return Equity — A
    929,015  
Common stock of the Company represented approximately 42% and 52% of total net assets available for benefits at December 31, 2005 and 2004, respectively.
During 2005 and 2004, the Composition of the Plan’s net realized and unrealized gains on investments was as follows:
                 
    2005     2004  
Mutual Funds
  $ 1,060,198     $ 470,673  
Range Resources common stock
    7,827,492       3,797,185  
Common Collective Trust
           
 
           
 
  $ 8,887,690     $ 4,267,858  
 
           
D. Tax Status
The Plan has received a determination letter from the Internal Revenue Service (“IRS”) dated August 20, 2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from federal income taxation. The Plan has been amended since receiving the determination letter. The Company has adopted the Scudder Trust Company Prototype Defined Contribution Plan, which has been approved by the IRS for use by employers as a qualified plan. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Company believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

F- 8


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
E. Forfeitures
At December 31, 2005 and 2004, the balance in the forfeiture account approximated $60,000 and $36,000, respectively. In 2005, there was approximately $36,000 of forfeitures reallocated to participants. In 2004, there was approximately $6,000 of forfeitures reallocated to participants.
F. Transactions with Parties-in-Interest
Participants have the option to invest their salary deferrals into the common stock of the Company or shares of mutual funds managed by Scudder. Scudder acts as trustee for these investments as defined by the Plan. Transactions in such investments qualify as parties-in-interest transactions, which are exempt from the prohibited transaction rules.
G. Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time, subject to the provisions of ERISA. In the event of such termination of the Plan, participants would become fully vested and the net assets of the Plan would be distributed among the participants in accordance with ERISA.
H. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as of December 31, 2005 and 2004, per the financial statements to the Form 5500:
                 
    2005     2004  
Net assets available for benefits per the financial statements
  $ 40,449,767     $ 13,984,432  
Liability for excess contributions
    66,799        
 
           
Net assets available for benefits per the Form 5500
  $ 40,516,566     $ 13,984,432  
 
           
The reconciling items noted above are due to the difference in the method of accounting used in preparing the Form 5500 as compared to the Plan’s financial statements. The modified cash basis of accounting was used in preparing the Form 5500, whereas the Plan’s financial statements have been prepared on the accrual basis of accounting as required by accounting principles generally accepted in the United States of America.

F- 9


Table of Contents

SUPPLEMENTAL SCHEDULE

 


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN
FORM 5500, SCHEDULE H, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
       EIN:  34-1312571
       Plan:  002
                     
        (c)       (e)  
    (b)   Description   (d)   Current  
(a)   Identity of Issuer   of Investments   Cost   Value  
*
  Range Resources Corp.   Common Stock   **   $ 17,062,600  
 
                   
 
  American Funds   The Growth Fund of America — Class R3         4,785,515  
 
                   
*
  DWS   Stable Value Trust — Institutional Shares   **     4,026,615  
 
                   
*
  DWS   Dreman High Return Equity — A   **     2,887,749  
 
                   
 
  Oppenheimer   Global Fund — Class N   **     1,830,139  
 
                   
*
  DWS   Core Fixed Income Fund — Class A   **     1,595,363  
 
                   
*
  DWS   Mid Cap Growth Fund — Class A   **     1,573,420  
 
                   
*
  DWS   Moderate Allocation Fund — Class A   **     1,451,480  
 
                   
*
  DWS   Equity 500 Index Fund — Investment Class   **     1,296,120  
 
                   
 
  Allianz   NFJ Small Cap Value — A   **     741,021  
 
                   
*
  DWS   Value Builder Fund — Class A   **     673,949  
 
                   
*
  DWS   RREEF Real Estate Securities Fund — Class A   **     472,673  
 
                   
 
  Lord Abbett   Mid-Cap Value Fund — Class P   **     460,992  
 
                   
*
  DWS   International Select Equity Fund — Class A         427,688  
 
                   
 
  Pimco   Real Return Fund — Class R   **     259,588  
 
                   
*
  DWS   Micro Cap Fund — Class A         222,922  
 
                   
*
  DWS   Growth Allocation Fund — Class A   **     72,768  
 
                   
*
  DWS   Conservative Allocation Fund — Class A   **     68,489  
 
                   
*
  DWS   Growth Plus Allocation Fund — Class A   **     267  
 
                   
*
  Participant loans   4.0 % — 10.5 %; 1 — 5 years   -0-     607,208  
 
                 
 
              $ 40,516,566  
 
                 
 
*   A party in interest as defined by ERISA
 
**   Cost not necessary due to partipant-directed investments in mutual funds, common collective trust and common stock

F- 11


Table of Contents

SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee has duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
     
 
  RANGE RESOURCES CORPORATION
401(k) PLAN
 
   
Date: June 27, 2006
   
 
  /s/ Roger S. Manny
 
   
 
  Roger S. Manny, Trustee

F- 12


Table of Contents

Exhibit Index
     
NUMBER   Exhibit
23*
  Consent of independent accountants
 
   
99.1*
  Certification of the December 31, 2005 Annual Report on Form 11-K, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Principal Executive Officer and Principal Financial Officer of the Plan.
 
*   included herewith

F- 13

exv23
 

EXHIBIT 23
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation of our report dated May 19, 2006, accompanying the financial statements included in this annual report on Form 11-K, in the registration statement on Form S-8 (Registration No. 333-69905 and 333-44821) pertaining to the Range Resources Corporation 401(k) Plan.
/s/ Whitley Penn
Fort Worth, Texas
June 23, 2006

 

F - 14

exv99w1
 

EXHIBIT 99.1
CERTIFICATION OF PERIODIC FINANCIAL REPORTS
The undersigned officer of Range Resources Corporation or its subsidiaries, does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   the Annual Report on Form 11-K for the fiscal year ended December 31, 2005 (the “Periodic Report”) of the Range Resources Corporation 401 (K) Plan (the “Plan”) which this statement accompanies fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)); and
 
  (2)   information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
Date: June 27, 2006
    /s/ Roger S. Manny
 
   
 
  Roger S. Manny,
 
  Chief Financial Officer

F - 15