e11vk
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, 2008
|
|
|
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
100 Throckmorton, Suite 1200
Fort Worth, Texas, 76012
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
F-1 |
|
|
|
|
|
|
Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
|
F-2 |
|
|
|
|
|
|
|
|
|
F-3 |
|
|
|
|
|
|
|
|
|
F-4 |
|
|
|
|
|
|
|
|
|
F-12 |
|
|
|
|
|
|
|
|
|
F-13 |
|
|
|
|
|
|
|
|
|
F-14 |
|
|
|
|
|
|
Exhibit 23 Consent of Independent Registered Public Accounting Firm |
|
|
F-15 |
|
|
|
|
|
|
Exhibit 99.1 Certification of Periodic Reports |
|
|
F-16 |
|
EX-23 |
EX-99.1 |
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, 2008 and 2007 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 Plans 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 Plans 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, 2008 and 2007, 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 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, 2008 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the
Plans 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 16, 2009
F-1
RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Assets |
|
|
|
|
|
|
|
|
Investments, at fair value: |
|
|
|
|
|
|
|
|
Shares of registered investment companies: |
|
|
|
|
|
|
|
|
Mutual funds |
|
$ |
20,710,675 |
|
|
$ |
28,435,483 |
|
Common collective trust |
|
|
6,047,135 |
|
|
|
5,576,726 |
|
Range Resources common stock |
|
|
22,909,164 |
|
|
|
31,753,333 |
|
Participant loans |
|
|
783,585 |
|
|
|
791,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
|
50,450,559 |
|
|
|
66,556,679 |
|
|
|
|
|
|
|
|
|
|
Participant contribution receivable |
|
|
|
|
|
|
23,000 |
|
Employer contribution receivable |
|
|
|
|
|
|
12,000 |
|
Other receivable |
|
|
|
|
|
|
5,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
50,450,559 |
|
|
|
66,597,173 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Liability for excess contributions |
|
|
|
|
|
|
46,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits at fair value |
|
|
50,450,559 |
|
|
|
66,550,311 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for
interest in common collective trust relating to fully
benefit-responsive investment contract |
|
|
435,514 |
|
|
|
112,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
$ |
50,886,073 |
|
|
$ |
66,663,300 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
F-2
RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2008 |
|
|
2007 |
|
Additions to net assets |
|
|
|
|
|
|
|
|
Investment income: |
|
|
|
|
|
|
|
|
Net realized and unrealized gains on investments |
|
$ |
|
|
|
$ |
13,404,479 |
|
Interest and dividends |
|
|
1,756,350 |
|
|
|
2,883,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income |
|
|
1,756,350 |
|
|
|
16,288,264 |
|
|
|
|
|
|
|
|
|
|
Contributions: |
|
|
|
|
|
|
|
|
Non-cash: |
|
|
|
|
|
|
|
|
Employer stock |
|
|
|
|
|
|
1,309,758 |
|
Cash: |
|
|
|
|
|
|
|
|
Participants |
|
|
4,196,024 |
|
|
|
3,360,674 |
|
Employer match |
|
|
2,690,088 |
|
|
|
997,759 |
|
Rollover and other |
|
|
448,312 |
|
|
|
366,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contributions |
|
|
7,334,424 |
|
|
|
6,034,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total additions to net assets |
|
|
9,090,774 |
|
|
|
22,323,035 |
|
|
|
|
|
|
|
|
|
|
Deductions from net assets |
|
|
|
|
|
|
|
|
Benefits paid to participants |
|
|
(1,691,048 |
) |
|
|
(4,382,713 |
) |
|
|
|
|
|
|
|
|
|
Investment losses: |
|
|
|
|
|
|
|
|
Net realized and unrealized losses on investments |
|
|
(23,176,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deductions from net assets |
|
|
(24,868,001 |
) |
|
|
(4,382,713 |
) |
|
|
|
|
|
|
|
|
|
Net (decrease) increase in net assets available for benefits |
|
|
(15,777,227 |
) |
|
|
17,940,322 |
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits at beginning of year |
|
|
66,663,300 |
|
|
|
48,722,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits at end of year |
|
$ |
50,886,073 |
|
|
$ |
66,663,300 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
F-3
RANGE RESOURCES CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2008 and 2007
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 Plans 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).
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
Effective January 1, 2008, participants may contribute up to 75% of pre-tax annual
compensation, as defined by the Plan. Prior to January 1, 2008, participants could contribute up
to 50% of pre-tax annual compensation. 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 two types of elective deferrals. A participant may elect a
pre-tax deferral of up to 75% of pre-tax compensation or a participant may make a Roth IRA deferral
which is taxed differently than the pre-tax deferral.
Beginning January 1, 2008, the Company began offering an automatic enrollment feature under
the Plan after a participant meets a 60-day service requirement. Those employees that do not make
an affirmative election to contribute to the Plan are automatically enrolled in the Plan with a 3%
contribution 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 each
anniversary date up to a maximum of 6%.
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 may determine the percentage of employee salaries that the Company will
contribute as a profit sharing contribution. This contribution is discretionary and the Company
did not make a profit sharing contribution in 2008. The Company made profit sharing contributions,
in the form of Company stock, at the rate of 3% of eligible participants salary, which
approximated $1,310,000 in 2007.
At the discretion of the Board of Directors, the Company may elect to contribute a matching
contribution based on the amounts of salary deferrals of the participants. Effective January 1,
2005, the Company began making matching cash contributions to participant accounts. The cash match
during 2007 was $0.50 on the dollar (per pay period) up to the first 6% of eligible participant
contributions, which approximated $998,000 in 2007. The Board did not elect any matching
contributions in 2008.
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. The QASH
during 2008 was approximately $2,690,000.
F-4
A. Description of the Plan continued
Participant Accounts
Each participants account is credited with the participants elective contributions, 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 participants vested account.
Vesting
Participants are immediately fully vested in their elective contributions plus actual earnings
thereon. Effective January 1, 2008 vesting in the Company Qualified Automatic Safe Harbor Matching
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 |
|
|
50 |
% |
Two (2) years |
|
|
50 |
% |
A year of service for vesting purposes is defined as a period in which a participant completes
at least 1,000 hours of service. Prior to 2008, Company contributions were subject to the
following vesting schedule:
|
|
|
|
|
|
|
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 |
% |
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 participants account and bear interest at the prime rate plus
2.00%, as defined by the Participant Loan Program. Interest rates for 2008 and 2007, ranged from
4.00% to 10.25%. Principal and interest are paid ratably through payroll deductions. In some
cases, due to current market conditions, a participants vested balance my not secure some portion
of their loan balance.
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, 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. See additional discussion below. Disbursements for
benefits are recorded when paid.
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
participants principal residence; (5) on account of funeral or burial expenses relating to the
death of the
F-5
A. Description of the Plan continued
Benefit Payments continued
participants deceased parent, spouse, child or dependant; or (6) on account of casualty expenses
to repair damage to the participants principal residence.
Forfeitures
Forfeited balances of terminated participants non-vested accounts were reallocated to the
account balances of the remaining participants for all forfeitures through 2007. All forfeitures
incurred in 2008 and forward will be used to fund Plan expenses.
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 revenue and
expenses. Actual results could differ from these estimates.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Quoted market prices are used to value
investments in the mutual funds and Range Resources common stock. Participant loans are valued at
their outstanding balances, which approximate fair value. The Plans interest in the common
collective trust is valued based on information reported by the investment advisor 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 loss 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.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare
and Pension Plans (the FSP), 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 Benefit is
prepared on a contract value basis.
F-6
B. Summary of Significant Accounting Policies continued
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 Plans 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. The Plan Sponsor paid Plan expenses on behalf of the Plan of
approximately $46,000 in 2008 and $35,000 in 2007.
Adoption of New Accounting Pronouncement
In September 2006, Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements, was issued. SFAS No. 157 provides guidance for using fair value to measure assets and
liabilities. It applies whenever other standards require or permit assets or liabilities to be
measured at fair value but it does not expand the use of fair value in any new circumstances. In
November 2007, the effective date was deferred for all non-financial assets and liabilities, except
those that are recognized or disclosed at fair value on a recurring basis. The provisions of SFAS
No. 157 that were not deferred are effective for financial statements issued for fiscal years
beginning after November 15, 2007. The adoption of SFAS No. 157, effective January 1, 2008, did not
have a significant effect on the reported net assets or changes in net assets. For additional
disclosures required by SFAS No. 157, see footnote I below.
C. Investments
Participants may direct their 401(k) salary deferrals to be invested into any of the
twenty-one investment funds and one common collective trust offered by the Plan as well as the
Range Resources Corporation common stock.
During 2007, non-cash profit sharing contributions made in the form of the Companys common
stock, by the Company, could be redirected by participants into any of the twenty-one investment
options offered by the Plan. There were no profit sharing contributions in 2008.
The following table presents the individual investments that exceeded 5% of the Plans net
assets available for benefits at December 31:
|
|
|
|
|
Description |
|
2008 |
|
|
|
|
|
Range Resources common stock |
|
$ |
22,909,164 |
|
DWS Stable Value Trust-Institutional Shares |
|
|
6,047,135 |
|
American Funds The Growth Fund of America Class R3 |
|
|
4,315,553 |
|
|
|
|
|
|
Description |
|
2007 |
|
|
|
|
|
Range Resources common stock |
|
$ |
31,753,333 |
|
American Funds- The Growth Fund of America Class R3 |
|
|
6,578,809 |
|
DWS Stable Value Trust-Institutional Shares |
|
|
5,576,726 |
|
DWS Dreman High Return Equity A |
|
|
3,773,900 |
|
F-7
C. Investments continued
Common stock of the Company represented approximately 45% of net assets available for benefits
at December 31, 2008 compared to 48% of total net assets available for benefits at December 31,
2007.
During 2008 and 2007, the composition of the Plans net realized and unrealized gains and
(losses) on investments was as follows:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
$ |
(12,249,937 |
) |
|
$ |
(1,473,228 |
) |
Range Resources Common Stock |
|
|
(10,927,016 |
) |
|
|
14,877,707 |
|
|
|
|
|
|
|
|
|
|
$ |
(23,176,953 |
) |
|
$ |
13,404,479 |
|
|
|
|
|
|
|
|
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.
E. Forfeitures
At December 31, 2008 and 2007, the balance in the forfeiture account approximated $17,000 and
$33,000, respectively. In 2008, there was approximately $32,000 of forfeitures reallocated to
participants. In 2007, there was approximately $14,000 of forfeitures reallocated to participants.
F. Transactions with Parties-in-Interest
Participants have the option to invest their salary deferrals into the Companys common stock.
In addition, the Plan invests in 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, 2008
and 2007, per the financial statements to the Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
50,886,073 |
|
|
$ |
66,663,300 |
|
Liability for excess contributions |
|
|
|
|
|
|
46,862 |
|
Adjustment from contract value to fair value for interest in common
collective trust relating to fully benefit-responsive
investment contract |
|
|
(435,514 |
) |
|
|
(112,989 |
) |
|
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
50,450,559 |
|
|
$ |
66,597,173 |
|
|
|
|
|
|
|
|
F-8
H. Reconciliation of Financial Statements to Form 5500 continued
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 Plans financial statements. The modified cash basis
of accounting was used in
preparing the Form 5500, whereas the Plans financial statements have been prepared on the accrual
basis of accounting as required by accounting principles generally accepted in the United States of
America. For 2008 and 2007, the common collective trust is adjusted from fair value to contract
value.
I. Fair Value Measurements
Effective January 1, 2008, the Plan adopted SFAS No. 157, as discussed in Note B, which among
other things, requires enhanced disclosures about assets and liabilities carried at fair value. As
defined in SFAS No. 157, fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
SFAS No. 157 describes three approaches to measuring the fair value of assets and liabilities:
the market approach, the income approach and the cost approach, each of which include multiple
valuation techniques. The market approach uses prices and other relevant information generated by
market transactions involving identical or comparable assets or liabilities. The income approach
uses valuation techniques to measure fair value by converting future amounts, such as cash flows or
earnings, into a single present value amount using current market expectations about those future
amounts. The cost approach is based on the amount that would currently be required to replace the
service capacity of an asset.
SFAS No. 157 does not prescribe which valuation technique should be used when measuring fair
value and does not prioritize among techniques. SFAS No. 157 establishes a fair value hierarchy
that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly
refer to the assumptions that market participants use to make pricing decisions, including
assumptions about risk. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (level 1 measurement) and lowest priority to
unobservable inputs (level 3 measurements). The three levels of fair value hierarchy defined by
SFAS No. 157 are as follows:
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 managements best estimate of fair value.
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 table presents the fair value hierarchy table for assets and
liabilities measured at fair value, on a recurring basis, as set forth in SFAS No. 157:
F-9
J. Fair Value Measurements continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2008 Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
Total Carrying |
|
|
Active Markets for |
|
|
Significant |
|
|
Significant |
|
|
|
Value as of |
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable Inputs |
|
|
|
December 31, 2008 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
$ |
20,710,675 |
|
|
$ |
20,710,675 |
|
|
$ |
|
|
|
$ |
|
|
Range Resources common stock |
|
|
22,909,164 |
|
|
|
22,909,164 |
|
|
|
|
|
|
|
|
|
Common collective trust |
|
|
6,047,135 |
|
|
|
|
|
|
|
6,047,135 |
|
|
|
|
|
Participant loans |
|
|
783,585 |
|
|
|
|
|
|
|
|
|
|
|
783,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment at fair value |
|
$ |
50,450,559 |
|
|
$ |
43,619,839 |
|
|
$ |
6,047,135 |
|
|
$ |
783,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 December 31, 2008 net asset values of the
shares held by the Plan at year-end. Range Resources common stock in Level 1 is exchange traded
and measured at fair value with a market approach using the December 31, 2008 closing price. The
common collective trust in Level 2 is measured based on information reported by the investment
advisor using the audited financial statements of the trust for the Plans year-end. Participant
loans in Level 3 are valued at amortized cost, which approximates fair value.
The table below sets forth a summary of changes in the fair value of the Plans level 3
assets for the year ended December 31, 2008.
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
Participant loans, beginning of year |
|
$ |
791,137 |
|
Loan issuance |
|
|
377,340 |
|
Loan repayments |
|
|
(354,002 |
) |
Distributed loans |
|
|
(30,890 |
) |
|
|
|
|
Participant loans, end of year |
|
$ |
783,585 |
|
|
|
|
|
F-10
RANGE RESOURCES CORPORATION 401(k) PLAN
FORM 5500, SCHEDULE H, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2008
EIN: 34-1312571
Plan: 002
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
(c) |
|
|
|
|
|
|
|
Identity of Isuue, |
|
Description of Investment, including |
|
|
|
(e) |
|
|
|
Borrower or |
|
Maturity Date, Rate of Interest, |
|
(d) |
|
Current |
|
(a) |
|
Similar Party |
|
Collateral, Par or Maturity Value |
|
Cost Value |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Range Resources Corp. |
|
Common Stock |
|
** |
|
$ |
22,909,164 |
|
* |
|
DWS |
|
Stable Value Trust Institutional Shares |
|
*** |
|
|
6,047,135 |
|
|
|
American Funds |
|
The Growth Fund of America Class R3 |
|
** |
|
|
4,315,553 |
|
|
|
Pimco |
|
Total Return Fund A |
|
** |
|
|
2,470,636 |
|
* |
|
DWS |
|
Dreman High Return Equity A |
|
** |
|
|
1,974,694 |
|
|
|
Oppenheimer |
|
Global Fund Class N |
|
** |
|
|
1,879,216 |
|
|
|
Blackrock |
|
U. S. Opport Port |
|
** |
|
|
1,473,552 |
|
* |
|
DWS |
|
Equity 500 Index Fund Investment Class |
|
** |
|
|
1,406,674 |
|
* |
|
DWS |
|
Life Compass 2015 Fund |
|
** |
|
|
1,307,806 |
|
|
|
Allianz |
|
NFJ Small Cap Value A |
|
** |
|
|
1,238,543 |
|
* |
|
DWS |
|
International Select Equity Fund Class A |
|
** |
|
|
824,398 |
|
|
|
Blackrock |
|
Global Allocation Fund A |
|
** |
|
|
726,903 |
|
|
|
Pimco |
|
Real Return Fund A |
|
** |
|
|
720,548 |
|
|
|
Riversource |
|
Mid Value Fund R |
|
** |
|
|
576,082 |
|
|
|
Alger |
|
Small Cap Growth Inst R |
|
** |
|
|
401,477 |
|
* |
|
DWS |
|
RREEF Real Estate Securities Fund Class A |
|
** |
|
|
335,598 |
|
* |
|
DWS |
|
Life Compass 2020 Fund |
|
** |
|
|
263,188 |
|
* |
|
DWS |
|
Life Compass 2030 Fund |
|
** |
|
|
251,838 |
|
* |
|
DWS |
|
Life Compass Retirement Fund |
|
** |
|
|
159,654 |
|
|
|
Davis |
|
New York Venture Fund A |
|
** |
|
|
125,323 |
|
|
|
Alliance Ber |
|
International Value Fund A |
|
** |
|
|
118,308 |
|
|
|
Oppenheimer |
|
International Bond Fund |
|
** |
|
|
103,973 |
|
|
|
RS |
|
Emerging Markets Fund A |
|
** |
|
|
36,711 |
|
* |
|
Participant loans |
|
4% - 10.25%; 1 - 5 years |
|
-0- |
|
|
783,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
50,450,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
A party-in-interest as defined by ERISA |
|
** |
|
Cost not necessary due to participant-directed investements in mutual
funds, common collective trust and common stock |
|
*** |
|
Reported at fair value in accordance with Form 5500 |
F-12
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 16, 2009 |
/s/ Roger S. Manny
|
|
|
Roger S. Manny, Trustee |
|
|
|
|
F-13
Exhibit Index
|
|
|
NUMBER |
|
Exhibit |
23*
|
|
Consent of independent registered public accounting firm |
|
|
|
99.1*
|
|
Certification of the December 31, 2008
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. |
F-14