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)
| x | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2013
| ¨ | 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
100 Throckmorton, Suite 1200
Fort Worth, Texas, 76012
Table of Contents
| F-1 | ||||
| Financial Statements |
||||
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| Supplemental Schedule – Schedule H, Line 4i, Schedule of Assets (Held at End of Year) |
F-12 | |||
| F-13 | ||||
| F-14 | ||||
| Exhibit 23- Consent of Independent Registered Public Accounting Firm |
||||
| Exhibit 99.1- Certification of Periodic Financial Reports |
||||
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee 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, 2013 and 2012 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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, 2013 and 2012, and the changes in its 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Form 5500, Schedule H, Line 4i, Schedule of Assets (Held at End of Year) as of December 31, 2013 is presented for the purpose 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. The 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 financial statements taken as a whole.
/s/ Whitley Penn LLP
Fort Worth, Texas
June 24, 2014
F-1
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| December 31, | ||||||||
| 2013 | 2012 | |||||||
| Assets |
||||||||
| Investments, at fair value: |
||||||||
| Shares of registered investment companies: |
||||||||
| Mutual funds |
$ | 71,705,598 | $ | 48,237,699 | ||||
| Common collective trust |
8,279,205 | — | ||||||
| Self-directed brokerage |
317,047 | — | ||||||
| Range Resources Corporation common stock |
42,066,563 | 33,526,592 | ||||||
|
|
|
|
|
|||||
| Total investments at fair value |
122,368,413 | 81,764,291 | ||||||
| Notes receivable from participants |
1,304,767 | 1,137,433 | ||||||
| Cash |
— | 11,308,458 | ||||||
|
|
|
|
|
|||||
| Total assets |
123,673,180 | 94,210,182 | ||||||
| Net assets available for benefits at fair value |
123,673,180 | 94,210,182 | ||||||
| Adjustment from fair value to contract value for interest in common collective trust relating to fully benefit-responsive investment contract |
(115,704 | ) | — | |||||
|
|
|
|
|
|||||
| Net assets available for benefits |
$ | 123,557,476 | $ | 94,210,182 | ||||
|
|
|
|
|
|||||
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, | ||||||||
| 2013 | 2012 | |||||||
| Additions to net assets |
||||||||
| Investment income: |
||||||||
| Net realized and unrealized gains on investments |
$ | 19,974,158 | $ | 5,033,202 | ||||
| Interest and dividends |
3,878,340 | 1,746,044 | ||||||
|
|
|
|
|
|||||
| Total investment income |
23,852,498 | 6,779,246 | ||||||
| Contributions: |
||||||||
| Participants |
7,072,799 | 5,999,923 | ||||||
| Employer match |
5,079,950 | 4,008,787 | ||||||
| Rollover and other |
769,569 | 600,137 | ||||||
|
|
|
|
|
|||||
| Total contributions |
12,922,318 | 10,608,847 | ||||||
|
|
|
|
|
|||||
| Total additions to net assets |
36,774,816 | 17,388,093 | ||||||
| Deductions from net assets |
||||||||
| Benefits paid to participants |
(7,427,522 | ) | (9,345,034 | ) | ||||
|
|
|
|
|
|||||
| Total deductions from net assets |
(7,427,522 | ) | (9,345,034 | ) | ||||
|
|
|
|
|
|||||
| Net increase in net assets available for benefits |
29,347,294 | 8,043,059 | ||||||
| Net assets available for benefits at beginning of year |
94,210,182 | 86,167,123 | ||||||
|
|
|
|
|
|||||
| Net assets available for benefits at end of year |
$ | 123,557,476 | $ | 94,210,182 | ||||
|
|
|
|
|
|||||
See accompanying notes to financial statements.
F-3
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
December 31, 2013 and 2012
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, and most recently amended effective January 1, 2013, 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”).
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 75% of their 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. The Plan allows for both pre-tax and Roth after-tax contributions.
Employees are immediately eligible to participate in the Plan effective January 1, 2013. Prior to this date, there was a 60-day service requirement. The Company has an automatic enrollment feature under the Plan. Those employees that do not make an affirmative election to not contribute to the Plan are automatically enrolled in the Plan approximately 45 to 60 days from hire with contributions equal to 6% of pre-tax annual compensation. If those employees added to the Plan under the automatic enrollment feature do not change their deferral, the deferral will increase 1% on January 1st of each year up to a maximum of 10%. Prior to January 1, 2013, participants were automatically enrolled at 3% with a 1% increase each anniversary date up to 6% if no deferral change was made by the participant.
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.
Beginning January 1, 2008, the Company began a Qualified Automatic Safe Harbor Matching Contribution (“QASH”) in the amount of 100% of the first 6% of deferred compensation. QASH contributions were approximately $5,080,000 and $4,008,000 during 2013 and 2012, respectively.
F-4
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2013 and 2012
A. Description of the Plan – continued
Participant Accounts
Each participant’s account is credited with the participant’s elective contributions, employer contribution(s), and earnings thereon. Allocations are based on participant earnings 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.
Effective January 1, 2013, T. Rowe Price Retirement Plan Services, Inc. (“T. Rowe Price”) became the Plan’s recordkeeper, Trustee and Custodian. The Plan’s trustee and custodian was DWS Trust Company (“DWS”) and the recordkeeper was ADP Retirement Services for the 2012 and prior Plan years. On approximately December 31, 2012 certain existing investments, including those in the common collective trust, self-directed brokerage account, and certain mutual funds were liquidated and placed into a cash account in preparation for the change in custodian.
Vesting
Participants are immediately fully vested in their elective contributions plus actual earnings thereon. Effective January 1, 2013, all matching contributions are immediately vested. Prior to January 1, 2013, vesting in the Company QASH contributions portion of their accounts plus actual earnings thereon was as follows:
| Years of Service |
Vested Percentage |
|||
| Less than One (1) year |
0 | % | ||
| One (1) year |
50 | % | ||
| Two (2) years |
50 | % | ||
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 outstanding loans ranged from 5.25% to 10.00% and 5.25% to 10.25% as of December 31, 2013 and 2012, respectively. Principal and interest are paid ratably through payroll deductions.
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 sum distributions or installment payments. If withdrawing participants are not entitled to their entire account balance, the amounts not received are forfeited. See additional discussion below.
A participant may receive a hardship distribution from salary deferrals 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; (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; (5) on account of funeral or burial expenses relating to the death of the participant’s deceased parent, spouse, child or dependant; or (6) on account of casualty expenses to repair damage to the participant’s principal residence.
F-5
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2013 and 2012
A. Description of the Plan – continued
Forfeitures
All forfeitures are used to fund Plan expenses such as recordkeeping fees and consulting fees paid in connection with the audit 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 (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP, 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 revenue and expenses. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Quoted market prices are used to value investments in the mutual funds, self-directed brokerage investments, and Range Resources Corporation common stock and there are no redemption restrictions on these investments. The Plan’s interest in the common collective trust is valued based on information reported by the investment manager using the audited financial statements of the common collective trust at year-end. These investments are subject to market or credit risks customarily associated with equity investments.
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 from security transactions are reported on the average historical cost method.
Unrealized appreciation or depreciation of investments represents the increase or decrease in market value during the year.
Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a common collective trust. The fair value of the investment in the common collective trust is presented in the Statement of Net Assets Available for Benefits as well as the adjustment of the investment in the common collective trust from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
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.
F-6
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2013 and 2012
B. Summary of Significant Accounting Policies—continued
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.
Notes Receivable From Participants
Notes receivable from participants are valued at the unpaid principal balance plus any accrued but unpaid interest.
C. Investments
Participants may direct their 401(k) salary deferrals and employer contributions to be invested into any of the investment options offered by the Plan, including Range Resources Corporation common stock. Beginning in 2010, a self-directed brokerage account was added where monies are invested in mutual funds and investment decisions are directed by employees. Employees are limited to a maximum investment in the self-directed brokerage account of 50% of their 401(k) investment balance.
The following table presents the individual investments that exceeded 5% of the Plan’s net assets available for benefits at December 31:
| Description |
2013 | |||
| Range Resources Corporation common stock |
$ | 42,066,563 | ||
| Mainstay Large Cap Growth Fund I |
9,280,232 | |||
| T. Rowe Price Stable Value Fund |
8,279,205 | |||
| Blackrock Equity Dividend Institutional |
6,260,294 | |||
| Description |
2012 | |||
| Range Resources Corporation common stock |
$ | 33,526,592 | ||
| Mainstay Large Cap Growth Fund I |
6,784,234 | |||
| Blackrock Equity Dividend Institutional |
4,366,739 | |||
Common stock of the Company represented approximately 34% of net assets available for benefits at December 31, 2013 compared to 36% of net assets available for benefits at December 31, 2012.
During 2013 and 2012, the composition of the Plan’s net realized and unrealized gains (losses) on investments was as follows:
| 2013 | 2012 | |||||||
| Range Resources Corporation common stock |
$ | 11,350,488 | $ | 846,139 | ||||
| Mutual funds |
8,746,585 | 4,187,063 | ||||||
| Self-directed brokerage |
(122,915 | ) | — | |||||
|
|
|
|
|
|||||
| $ | 19,974,158 | $ | 5,033,202 | |||||
|
|
|
|
|
|||||
F-7
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2013 and 2012
D. Tax Status
Effective January 1, 2013, the Company adopted a T. Rowe Price prototype plan which has been approved by the Internal Revenue Service for use by employers as a qualified plan. Prior to January 1, 2013, the Plan was covered under an ADP Retirement Services prototype plan. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Management 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.
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 Internal Revenue Service. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that, as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a 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. The Plan administrator believes it is no longer subject to income tax examination for years prior to 2010.
E. Forfeitures
At December 31, 2013 the balance in the forfeiture account approximated $1,000 and approximated $15,000 at December 31, 2012. Forfeitures utilized to pay plan expenses approximated $18,000 and $65,000 for 2013 and 2012 Plan years, respectively.
F. Transactions with Parties-in-Interest
Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees are covered by the Plan, an employee organization whose members are covered by the Plan, a person who owns 50% or more of such an employer or employee organization, or relatives of such persons.
Participants have the option to invest their salary deferrals into the Company’s common stock. In addition, the Plan invests in shares of mutual funds and a common collective trust managed by T. Rowe Price, which acts as Trustee for these investments as defined by the Plan effective January 1, 2013. Prior to January 1, 2013, the Plan also invested in various investments managed by DWS, the former trustee. Transactions in such investments, as well as notes receivable from participants, 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.
F-8
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2013 and 2012
H. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as of December 31, 2013 and 2012, per the financial statements to the Form 5500:
| 2013 | 2012 | |||||||
| Net assets available for benefits per the financial statements |
$ | 123,557,476 | $ | 94,210,182 | ||||
| Adjustment from contract value to fair value for interest in common collective trust relating to fully benefit-responsive investment contract |
115,704 | — | ||||||
|
|
|
|
|
|||||
| Net assets available for benefits per the Form 5500 |
$ | 123,673,180 | $ | 94,210,182 | ||||
|
|
|
|
|
|||||
The following is a reconciliation of the net increase in net assets available for benefits for the years ended December 31, 2013 and 2012, per the financial statements to the Form 5500:
| 2013 | 2012 | |||||||
| Net increase in net assets available for benefits per the financial statements |
$ | 29,347,294 | $ | 8,043,059 | ||||
| Change in adjustment from contract value to fair value for interest in common collective trust relating to fully benefit-responsive investment contract |
115,704 | (278,305 | ) | |||||
|
|
|
|
|
|||||
| Net increase in net assets available for benefits per the Form 5500 |
$ | 29,462,998 | $ | 7,764,754 | ||||
|
|
|
|
|
|||||
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.
I. Fair Value Measurements
In accordance with U.S. GAAP, fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories, observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. These two types of inputs are further prioritized into the following fair value input hierarchy:
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as of the reporting date.
Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Where observable inputs are available, directly or indirectly, for substantially the full term of the asset or liability, the instrument is categorized in Level 2.
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
F-9
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2013 and 2012
I. Fair Value Measurements – continued
The Plan uses a market approach for fair value measurements and endeavors to use the best information available. Accordingly, valuation techniques that maximize the use of observable inputs are favored. The following tables present the fair value hierarchy table for investments measured at fair value, on a recurring basis:
| Fair Value Measurements at December 31, 2013 Using | ||||||||||||||||
| Total Carrying Value as of December 31, 2013 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
| Mutual funds: |
||||||||||||||||
| Income funds |
$ | 5,784,121 | $ | 5,784,121 | $ | — | $ | — | ||||||||
| Growth and income funds |
23,751,508 | 23,751,508 | — | — | ||||||||||||
| Growth funds |
25,714,091 | 25,714,091 | — | — | ||||||||||||
| Aggressive growth funds |
16,455,878 | 16,455,878 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total mutual funds |
71,705,598 | 71,705,598 | — | — | ||||||||||||
| Range Resources common stock |
42,066,563 | 42,066,563 | — | — | ||||||||||||
| Common Collective Trust |
8,279,205 | — | 8,279,205 | — | ||||||||||||
| Self-directed brokerage |
317,047 | 317,047 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total investment at fair value |
$ | 122,368,413 | $ | 114,089,208 | $ | 8,279,205 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Fair Value Measurements at December 31, 2012 Using | ||||||||||||||||
| Total Carrying Value as of December 31, 2012 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
| Mutual funds: |
||||||||||||||||
| Income funds |
$ | 6,844,394 | $ | 6,844,394 | $ | — | $ | — | ||||||||
| Growth and income funds |
11,295,960 | 11,295,960 | — | — | ||||||||||||
| Growth funds |
17,345,494 | 17,345,494 | — | — | ||||||||||||
| Aggressive growth funds |
12,751,851 | 12,751,851 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total mutual funds |
48,237,699 | 48,237,699 | — | — | ||||||||||||
| Range Resources common stock |
33,526,592 | 33,526,592 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total investment at fair value |
$ | 81,764,291 | $ | 81,764,291 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
F-10
Table of Contents
RANGE RESOURCES CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2013 and 2012
I. Fair Value Measurements – continued
These items are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Mutual funds in Level 1 are measured at fair value with a market approach using net asset values of the shares held by the Plan at year-end. Range Resources Corporation common stock in Level 1 is exchange traded and measured at fair value with a market approach using the closing price. The common collective trust in Level 2 is measured based on information reported by the investment manager using the audited financial statements of the trust for the Plan’s year-end. Self-directed brokerage in Level 1 is measured at fair value with a market approach using net asset values of the mutual fund shares held by the Plan at year-end.
F-11
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, 2013
EIN: 34-1312571
Plan: 002
| (a) |
(b) Identity of Issue, Borrower or Similar Party |
(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
(d) Cost Value |
(e) Current Value |
||||||
| * |
Range Resources Corporation | Common Stock | ** | $ | 42,066,563 | |||||
| Mainstay |
Large Cap Growth Fund I | ** | 9,280,232 | |||||||
| * |
T. Rowe Price | Stable Value Fund | ** | 8,279,205 | ||||||
| Blackrock |
Equity Dividend Institutional | ** | 6,260,294 | |||||||
| * |
T. Rowe Price | Retirement 2030 Fund | ** | 5,116,829 | ||||||
| DWS |
Equity 500 Index Fund—Institutional | ** | 4,700,814 | |||||||
| Allianz |
NFJ Small-Cap Value Fund—Institutional | ** | 4,617,272 | |||||||
| Oppenheimer |
Global Fund—Y | ** | 4,559,001 | |||||||
| Blackrock |
U. S. Opportunities Port—Institutional | ** | 4,292,302 | |||||||
| Pimco |
Total Return Fund—Institutional | ** | 3,487,972 | |||||||
| * |
T. Rowe Price | Retirement 2020 Fund | ** | 3,478,963 | ||||||
| Blackrock |
Global Allocation Fund—Institutional | ** | 2,901,983 | |||||||
| Jhancock |
Disciplined Value Mid Cap—I | ** | 2,815,179 | |||||||
| Harbor |
International Fund—Institutional | ** | 2,594,639 | |||||||
| * |
T. Rowe Price | Retirement 2025 Fund | ** | 2,354,499 | ||||||
| Alger |
Small Cap Growth Institutional—I | ** | 2,304,423 | |||||||
| * |
T. Rowe Price | Retirement 2015 Fund | ** | 2,189,286 | ||||||
| * |
T. Rowe Price | Retirement 2050 Fund | ** | 2,068,628 | ||||||
| * |
T. Rowe Price | Retirement 2040 Fund | ** | 1,519,952 | ||||||
| DWS |
RREFF Real Estate Securities—Institutional | ** | 1,510,580 | |||||||
| Pimco |
Real Return Fund—Institutional | ** | 1,475,837 | |||||||
| Lord Abbett |
Fundamental Equity Fund—I | ** | 1,079,704 | |||||||
| GS |
Emerging Markets Fund—A | ** | 869,964 | |||||||
| * |
T. Rowe Price | Retirement Income Fund | ** | 668,731 | ||||||
| Oppenheimer |
International Bond Fund—Y | ** | 568,284 | |||||||
| * |
T. Rowe Price | Retirement 2045 Fund | ** | 406,968 | ||||||
| Pimco |
Income Institutional | ** | 252,027 | |||||||
| * |
T. Rowe Price | Retirement 2035 Fund | ** | 106,389 | ||||||
| * |
T. Rowe Price | International Discovery Fund | ** | 95,736 | ||||||
| * |
T. Rowe Price | Retirement 2055 Fund | ** | 70,910 | ||||||
| RS |
Global Natural Resources | ** | 31,991 | |||||||
| * |
T. Rowe Price | Retirement 2010 Fund | ** | 21,200 | ||||||
| * |
T. Rowe Price | Prime Reserve Fund | ** | 5,009 | ||||||
| Self-directed brokerage |
Various investments in mutual funds | ** | 317,047 | |||||||
| * |
Participant loans | 5.25 %—10.00 %; 1—5 years | -0- | 1,304,767 | ||||||
|
|
|
|||||||||
| $ | 123,673,180 | |||||||||
|
|
|
|||||||||
| * | A party-in-interest as defined by ERISA |
| ** | Cost not necessary due to participant-directed investements |
F-12
Table of Contents
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 24, 2014 | /s/ Dori Ginn | |||||
| Dori Ginn, | ||||||
| Principal Accounting Officer and Senior Vice President | ||||||
| Controller | ||||||
F-13
Table of Contents
| NUMBER |
Exhibit | |
| 23* | Consent of independent registered public accounting firm | |
| 99.1* | Certification of the December 31, 2013 Annual Report on Form 11-K, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Principal Financial Officer of the Plan. | |
| * | included herewith |
F-14
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 33-11323 and 333-19891 on Form S-8 of our report dated June 24, 2014, with respect to the statements of net assets available for benefits of the Range Resources Corporation 401(k) Plan as of December 31, 2013 and 2012, the related statements of changes in net assets available for benefits for the years then ended, and the related supplemental schedule of Form 5500, Schedule H, Line 4i, Schedule of Assets (Held at End of Year) as of December 31, 2013, which report appears in the December 31, 2013 Annual Report on Form 11-K of the Range Resources Corporation 401(k) Plan.
/s/ Whitley Penn LLP
Fort Worth, Texas
June 24, 2014
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, 2013 (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 24, 2014 | /s/ Dori Ginn | |||||
| Dori Ginn, | ||||||
| Principal Accounting Officer and Senior Vice President Controller |