Form 11-K
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, 2014

 

¨ 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

TABLE OF CONTENTS

 

Report of Independent Registered Public Accounting Firm

  F-1   

Financial Statements

Statements of Net Assets Available for Benefits

  F-2   

Statements of Changes in Net Assets Available for Benefits

  F-3   

Notes to Financial Statements

  F-4   

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

  F-12   

Signature

  F-13   

Exhibit Index

  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, 2014 and 2013 and the related statements of changes in net assets available for benefits for each of the years in the two-year period ended December 31, 2014. The Plan’s management is responsible for these financial statements. 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, 2014 and 2013, 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.

The supplemental schedule of Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year) has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule 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 supplemental information schedule, we evaluated whether the supplemental schedule, 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 supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Whitley Penn LLP

Fort Worth, Texas

May 29, 2015

 

F-1


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

     December 31,  
     2014     2013  

Assets

    

Investments, at fair value:

    

Shares of registered investment companies:

    

Mutual funds

   $ 81,686,301      $ 71,705,598   

Common collective trust

     8,482,320        8,279,205   

Self-directed brokerage

     265,244        317,047   

Range Resources Corporation common stock

     23,647,850        42,066,563   
  

 

 

   

 

 

 

Total investments at fair value

  114,081,715      122,368,413   

Notes receivable from participants

  1,323,541      1,304,767   

Cash

  108      —     
  

 

 

   

 

 

 

Net assets available for benefits at fair value

  115,405,364      123,673,180   

Adjustment from fair value to contract value for interest in common collective trust relating to fully benefit-responsive investment contract

  (122,961   (115,704
  

 

 

   

 

 

 

Net assets available for benefits

$ 115,282,403    $ 123,557,476   
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

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Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

     Year Ended December 31,  
     2014     2013  

Additions to net assets

    

Investment income (loss):

    

Net realized and unrealized gains (losses) on investments

   $ (13,884,338   $ 19,974,158   

Interest and dividends

     5,723,187        3,878,340   
  

 

 

   

 

 

 

Total investment income (loss)

  (8,161,151   23,852,498   

Contributions:

Participants

  8,253,458      7,072,799   

Employer match

  5,828,794      5,079,950   

Rollover and other

  597,469      769,569   
  

 

 

   

 

 

 

Total contributions

  14,679,721      12,922,318   
  

 

 

   

 

 

 

Total additions to net assets

  6,518,570      36,774,816   

Deductions from net assets

Benefits paid to participants

  (14,793,643   (7,427,522
  

 

 

   

 

 

 

Total deductions from net assets

  (14,793,643   (7,427,522
  

 

 

   

 

 

 

Net (decrease) increase in net assets available for benefits

  (8,275,073   29,347,294   

Net assets available for benefits at beginning of year

  123,557,476      94,210,182   
  

 

 

   

 

 

 

Net assets available for benefits at end of year

$ 115,282,403    $ 123,557,476   
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

F-3


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013

 

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. 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%.

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 $5,829,000 and $5,080,000 during 2014 and 2013, respectively.

At the discretion of the Board of Directors, the Company may elect to contribute an additional matching contribution based on the amounts of salary and/or bonus deferrals of the participants. The Board did not elect any matching contributions in addition to the 6% of pre-tax annual compensation in 2014 or 2013.

 

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Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013

 

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.

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% for both December 31, 2014 and 2013. 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 dependent; or (6) on account of casualty expenses to repair damage to the participant’s principal residence.

 

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RANGE RESOURCES CORPORATION 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013

 

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.

 

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RANGE RESOURCES CORPORATION 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013

 

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 or with forfeitures 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 and/or bonus deferrals and employer contributions to be invested into any of the investment options offered by the Plan, including Range Resources Corporation common stock. Additionally, upon election employees can use a self-directed brokerage account 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

   2014  

Range Resources Corporation common stock

   $ 23,647,850   

Mainstay Large Cap Growth Fund I

     9,722,100   

T. Rowe Price Stable Value Fund

     8,482,320   

T. Rowe Price Retirement 2030 Fund

     7,645,251   

American Beacon Large Cap Value Institutional

     6,360,939   

Vanguard 500 Index Admiral

     6,328,268   

 

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   

Common stock of the Company represented approximately 20% of net assets available for benefits at December 31, 2014 compared to 34% of net assets available for benefits at December 31, 2013.

 

F-7


Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013

 

C. Investments - continued

 

During 2014 and 2013, the composition of the Plan’s net realized and unrealized (losses) gains on investments was as follows:

 

     2014      2013  

Range Resources Corporation common stock

   $ (13,618,942    $ 11,350,488   

Mutual funds

     (259,369      8,746,585   

Self-directed brokerage

     (6,027      (122,915
  

 

 

    

 

 

 
$ (13,884,338 $ 19,974,158   
  

 

 

    

 

 

 

 

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. 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, 2014, 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 2011.

 

E. Forfeitures

At December 31, 2014 the balance in the forfeiture account approximated $22,800 and approximated $1,000 at December 31, 2013. Forfeitures utilized to pay plan expenses approximated $1,400 and $18,000 for 2014 and 2013 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 and/or bonus 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. 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.

 

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RANGE RESOURCES CORPORATION 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013

 

H. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits as of December 31, 2014 and 2013, per the financial statements to the Form 5500:

 

     2014      2013  

Net assets available for benefits per the financial statements

   $ 115,282,403       $ 123,557,476   

Adjustment from contract value to fair value for interest in common collective trust relating to fully benefit-responsive investment contract

     122,961         115,704   
  

 

 

    

 

 

 

Net assets available for benefits per the Form 5500

$ 115,405,364    $ 123,673,180   
  

 

 

    

 

 

 

The following is a reconciliation of the net increase (decrease) in net assets available for benefits for the years ended December 31, 2014 and 2013, per the financial statements to the Form 5500:

 

     2014      2013  

Net (decrease) increase in net assets available for benefits per the financial statements

   $ (8,275,073    $ 29,347,294   

Change in adjustment from contract value to fair value for interest in common collective trust relating to fully benefit-responsive investment contract

     7,257         115,704   
  

 

 

    

 

 

 

Net (decrease) increase in net assets available for benefits per the Form 5500

$ (8,267,816 $ 29,462,998   
  

 

 

    

 

 

 

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.

 

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RANGE RESOURCES CORPORATION 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013

 

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, 2014 Using  
     Total Carrying
Value as of
December 31,
2014
     Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Mutual funds:

           

Income funds

   $ 6,112,264       $ 6,112,264       $ —         $ —     

Growth and income funds

     31,529,901         31,529,901         —           —     

Growth funds

     27,929,019         27,929,019         —           —     

Aggressive growth funds

     16,115,117         16,115,117         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total mutual funds

  81,686,301      81,686,301      —     

Range Resources Corporation common stock

  23,647,850      23,647,850      —        —     

Common collective trust

  8,482,320      —        8,482,320      —     

Self-directed brokerage

  265,244      265,244      —        —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment at fair value

$ 114,081,715    $ 105,599,395    $ 8,482,320    $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 
            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 Corporation 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    $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

RANGE RESOURCES CORPORATION 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013

 

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.

 

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RANGE RESOURCES CORPORATION 401(k) PLAN

FORM 5500, SCHEDULE H, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2014

EIN: 34-1312571

Plan: 002

 

(a)

   (b)
Identity of Isuue,
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    **   $ 23,647,850   
   Mainstay    Large Cap Growth Fund I    **     9,722,100   
*    T. Rowe Price    Stable Value Fund    **     8,482,320   
*    T. Rowe Price    Retirement 2030 Fund    **     7,645,251   
   American Beacon    Large Cap Value Institutional    **     6,360,939   
   Vanguard    500 Index Admiral    **     6,328,268   
*    T. Rowe Price    Retirement 2020 Fund    **     5,129,350   
   Oppenheimer    Global Fund - Y    **     4,615,723   
   Allianz    NFJ Small-Cap Value Fund - Institutional    **     4,517,923   
   Blackrock    U. S. Opportunities Port - Institutional    **     4,447,922   
   Jhancock    Disciplined Value Mid Cap - I    **     3,407,213   
   Pimco    Total Return Fund - Institutional    **     3,231,804   
*    T. Rowe Price    Retirement 2050 Fund    **     3,218,122   
*    T. Rowe Price    Retirement 2025 Fund    **     2,623,358   
   Blackrock    Global Allocation Fund - Institutional    **     2,498,823   
   Harbor    International Fund - Institutional    **     2,341,843   
*    T. Rowe Price    Retirement 2015 Fund    **     2,339,876   
   Alger    Small Cap Growth Institutional - I    **     2,227,149   
*    T. Rowe Price    Retirement 2040 Fund    **     2,216,260   
   Deutsche    Real Estate Securities - Institutional    **     1,581,261   
   Pimco    Real Return Fund - Institutional    **     1,411,821   
*    T. Rowe Price    Retirement 2045 Fund    **     975,841   
   GS    Emerging Markets Fund - A    **     831,218   
*    T. Rowe Price    Retirement Balanced    **     762,583   
   Pimco    Foreign Bond (USD Hedged) - Instututional    **     597,182   
   Pimco    Income Institutional    **     584,406   
*    T. Rowe Price    Retirement 2035 Fund    **     368,151   
   Vanguard    Mid Cap Index Admiral    **     320,968   
   Vanguard    Total Bond Market Index Admiral    **     287,003   
*    T. Rowe Price    Retirement 2055 Fund    **     258,477   
*    T. Rowe Price    International Discovery Fund    **     211,963   
   Vanguard    Total International Stock Index Admiral    **     200,858   
   Vanguard    REIT Index Fund Adminral Shares    **     179,170   
   Vanguard    Small Cap Index Admiral    **     118,169   
*    T. Rowe Price    Retirement 2010 Fund    **     47,651   
   RS    Global Natural Resources    **     38,917   
*    T. Rowe Price    Prime Reserve Fund    **     38,661   
   Oppenheimer    International Bond Fund - Y    **     48   
*    T. Rowe Price    Retirement 2005 Fund    **     29   
   Self-directed brokerage    Various investments in mutual funds    **     265,244   
*    Participant loans    5.25 % - 10.00 %; 1 - 5 years    -0-     1,323,541   
          

 

 

 
$ 115,405,256   
          

 

 

 

 

* A party-in-interest as defined by ERISA
** Cost not necessary due to participant-directed investements

 

F-12


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: May 29, 2015

/s/ Dori Ginn

Dori Ginn,
Principal Accounting Officer and Senior Vice President Controller

 

F-13


Table of Contents

Exhibit Index

 

NUMBER

 

Exhibit

23*   Consent of independent registered public accounting firm
99.1*   Certification of the December 31, 2014 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-14

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-11323 and 333-19891 on Form S-8 of Range Resources Corporation of our report dated May 29, 2015, with respect to the statements of net assets available for benefits of the Range Resources Corporation 401(k) Plan as of December 31, 2014 and 2013, the related statements of changes in net assets available for benefits for each of the years in the two-year period ended December 31, 2014, and the related supplemental schedule of Schedule H, Line 4i- Schedule of Assets (Held at End of Year) as of December 31, 2014, which report appears in the December 31, 2014 annual report on Form 11-K of the Range Resources Corporation 401(k) Plan for the year ended December 31, 2014.

/s/ Whitley Penn LLP

Fort Worth, Texas

May 29, 2015

EX-99.1

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, 2014 (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: May 29, 2015

/s/ Dori Ginn

Dori Ginn,
Principal Accounting Officer and Senior Vice President Controller