2 019
A N N U A L R E P O R T
DEAR FELL OW SHARE HOLDERS
Although 2019 was another year of significant challenges for our Company due to the oversupply of
natural gas and resulting commodity price environment, over the course of the year we made
steady progress on key objectives that we believe will carry long-term benefits. Results for
full-year 2019 reflect Range’s focus and ability to deliver on financial and operating objectives
that are within our control.
Operationally, the flagship asset and focus of the Company has been
Range was producing gross natural gas volumes approximately 10%
and will continue to be our large, high-quality, de-risked inventory in
above our firm transportation commitments in Appalachia. The thoughtful
southwestern Pennsylvania. A year ago, we discussed our view that
planning from more than five years ago has given Range a differentiated
the industry has entered a new era of shale development, where
ability to manage our cost structure and provide flexibility with changing
companies that have captured the most prolific resources can generate
commodity price environments.
compelling long-term returns for their shareholders. We believe the
quality of Range’s assets and our relentless focus on margins will allow
us to improve corporate returns and reduce debt over time. Consistent
with prior periods, Range’s operating efficiency and close attention to
capital discipline delivered planned production with capital investment
lower than budget, while continuing to drive down unit costs.
We delivered on the forecasted trend of improving unit costs over the
course of 2019, reducing these expenses by 12% by the end of the
year. In the fourth quarter, Range achieved all-in cash costs of $1.92
per unit of production, including lower direct operating expenses,
gathering, processing & transportation (GP&T), G&A, and interest expense.
The steady improvement throughout the year was primarily driven by
During 2019, Range achieved its planned production level of 2.28 Bcfe
a reduction in GP&T through the efficient use and full utilization of our
per day with a capital investment of $728 million for the year. As a result
infrastructure in southwestern Pennsylvania. Direct operating expenses
of thoughtful planning, efficient operations, and a laser focus on capital
continue to benefit from efficient water handling and the sale of non-core
discipline, our team was able to deliver the 2019 operational plan for
legacy properties. G&A has been reduced through both asset sales
$28 million less than originally budgeted. It marks the second consecutive
and staffing reductions, with full-time employee headcount reduced
year Range has achieved these types of operational savings, and reflects
18% this year. Annual cash interest expense was also reduced by $19
our commitment to disciplined capital investment as a core principle.
million due to a lower debt balance. It’s important to point out that
As a result, we believe Range was the most efficient natural gas producer
these unit cost reductions drive lasting enhancements to margins and
in the country as measured by total well costs per lateral foot and
cash flow that do not require a change in the commodity price. Over
capital investment per unit of production during the year.
time, we expect the downward trend in cash unit costs to continue, and
Range achieved the longest average lateral program in the Company’s
we remain focused on becoming even more efficient in the years ahead.
history in 2019 at 11,200 feet, and in the process realized new operational
On the strategic front, Range took significant strides to improve its
efficiency levels with average daily lateral footage drilled increasing
financial foundation. We were decisive and early to monetize assets,
significantly year-over-year. In addition to improving efficiencies, the
as the first among public peers to sell royalty interests, and non-core
Range team continued testing a natural-gas-fueled electric fracturing
acreage, for $1.1 billion over the past 18 months. The asset sales that
fleet which resulted in contracting that fleet starting in the fourth quarter.
Range accomplished in 2019 not only improved our financial position
Utilizing this technology versus a conventional fleet results in a significant
by reducing absolute debt, but also reflect the significant value that
reduction in emissions while also reducing noise levels during the
Range has in its asset base – value that we believe is not reflected in
completion process. The availability of this environmentally friendly,
the equity market today. Range’s scale and cost-advantaged asset
cost-effective solution stems from the ability to fuel our operations with
base supported a $400 million increase in commitments under the bank
clean-burning natural gas from existing pads. We see this as a significant
credit facility during the fourth quarter; and in January of 2020 we were
“win” on several fronts, and as great progress toward achieving our
prepared and moved quickly to issue bonds, raising $550 million in
environmental objectives. Additionally, Range’s water recycling program
capital to refinance nearer term maturities. In the aggregate, this totals
continues to reduce costs and care for water resources in Appalachia.
over $2 billion in capital brought into the business over the last 18
In addition to recycling 100% of Range’s water in Pennsylvania, we are
months, reducing debt by 24%, expanding liquidity to $1.7 billion, and
also recycling other producers’ water, which totaled almost 200 million
extending the debt maturity profile.
gallons in 2019, reducing our completion costs by more than $10 million
for the year and lowering our freshwater usage dramatically.
We believe Range’s debt reduction, expanded liquidity, and recent
refinancing creates a much improved runway for the business; however,
Since discovering the Marcellus, Range has thoughtfully created a
it is not our strategy to passively wait for improved prices, though we
diversified portfolio of sales points, including in-basin opportunities,
do believe declining U.S. production and growing demand will improve
which has been an important factor in managing our cost structure.
fundamentals. Nevertheless, asset sales remain a high priority, and we
While the production trajectory of the industry has changed, Range has
are actively pursuing and marketing multiple asset packages to
maintained flexibility and managed costs by aligning our infrastructure
accelerate Range’s debt reduction. In the meantime, our hedging
arrangements with our production profile. For context, at the end of 2019,
program is designed to support near-term cash flow in a volatile market.
As we look forward to 2020 and beyond, the framework through which
into shareholder value through the application of a disciplined capital
we allocate capital is paramount in understanding the near- and long-
allocation framework, and we remain active in our efforts to monetize
term value that Range can generate. As described last year, borne out
additional assets to position the Company for success through the
in our results, and reiterated this year, our focus is on creating economic
challenge we face with current commodity prices.
value. While near-term demand is impacted by COVID-19 and commodity
prices are under pressure, Range’s resilience and its ability to adapt
continue to be demonstrated. For 2020, Range developed a plan driven
by internal cash flow, preserving and enhancing liquidity, maintaining
capital efficiency, managing absolute debt, and efficiently utilizing existing
infrastructure. Importantly, the capital plan is flexible such that we can
and will adapt spending to changes in commodity prices. In balancing
these objectives to maximize value from the capital program, we have
reset our 2020 plans to a focused and efficient $430 million budget.
The budget is approximately 40% lower than 2019 spending levels, and
targets flat production throughout the year at approximately 2.3 Bcfe
per day.
We want to acknowledge our employees. They continue to find new
creative ways to engineer and produce more efficient wells, while doing
it safely. Our commitment to safety, environmental protection, and
efficient operations all starts with the individuals we have on the Range
team. In addition, Range continued to build upon strong local relationships
and expanded on important community programs during the year. First,
the Range Resources Good Neighbors Fund, which supports fire
departments and emergency management services organizations,
increased the funds to $100,000 last year due to the overwhelming
amount of qualified grant applications. The other initiative was Range’s
$50,000 STEM scholarship program, which provides an opportunity for
students to visit, collaborate with, and present to our employees. In
Range has been a leader in well costs among Appalachia producers
2019, the program added both a mentoring component and a new
since discovering the Marcellus. The operational plan that we laid out
“Problem Solution Forum” during which we hosted more than 120
for 2020 shows that we are continuing to find ways to become even
students and challenged them to solve real problems our employees
more efficient, with our well costs approaching $600 per lateral foot,
face every day. We are also very proud to report that Range was recognized
which remains the best among our peer companies. In the fourth quarter
and awarded with the “Outstanding Neighbor” proclamation by the
of 2019, Range began self-sourcing frac sand directly for our completions.
South Strabane Township Board of Supervisors for our “tremendous
Based on the early savings observed, and coupled with the cost reduction
impact of philanthropy, volunteerism, and community service.”
associated with an electric fracturing fleet, completion costs are
estimated to be reduced by approximately $30 million in 2020, producing
another layer of durable cost reduction. These savings and efficiencies
result in our expectation of remaining the most efficient natural gas
operator in the country during 2020.
In summary, we strongly believe that Range has the best natural gas
assets in North America, considering quality, quantity, infrastructure,
liquids optionality, and stacked pay. During 2019, we delivered on
operational plans under budget, reduced unit costs, led in well costs
and capital efficiencies, and de-risked our go-forward plans with significant
debt reductions. Range is focused on translating our incredible inventory
We want to thank our Board of Directors for their leadership, guidance,
and commitment to long-term value creation for shareholders. Most
importantly we thank you, our shareholders, for your continued feedback
and support.
GREG G. MAXWELL
Chairman
JEFFREY L. VENTURA
Chief Executive Officer
& President
LEADING ENVIRONMENTAL PRACTICES
Over the years, modern natural gas development has drastically changed due
to new technologies and best practices, and Range has been on the forefront
of this trend. Our innovative culture has led the company to advancements such
as setting a zero net emissions goal, large-scale water recycling, and the voluntary
disclosure of hydraulic fracturing fluids.
As part of Range’s evolution in the Marcellus, the company recently partnered
with U.S. Well Services for an electric frac fleet that uses next-generation Clean
Fleet® technology. This fleet, which has its own turbine generators on the wellsite,
will be 100% powered by natural gas. Range is one of the first companies to
deploy this technology in the Appalachian Basin.
According to independent, third-party testers, the Clean Fleet® technology is
proven to successfully reduce emissions by 99%, dramatically decrease sound
pollution, and generate operational cost savings upwards of 90% of fuel costs.
This new fleet will not only improve capital efficiencies, but it will help the company
operate in a cleaner and quieter manner in Appalachia.
C ORP ORATE INF ORMATION
BOARD OF DIRECTORS
SENIOR MANAGEMENT
BRENDA A. CLINE 1,4
Executive Vice President, Chief Financial
Officer, Treasurer & Secretary of Kimball
Art Foundation
MARGAR ET K. DORMAN 1,4
Former Executive Vice President,
Chief Financial Officer and
Treasurer of Smith International, Inc.
ANTHONY V. DUB 1,2
Chairman, Indigo Capital, LLC
JAMES M. FUNK 2,4
President, J.M. Funk & Associates, past
President of Shell Oil Co. and Equitable
Production Co.
J EF F R EY L . VE NTUR A
Chief Executive Officer & President
MA RK S. SCUCCHI
Senior Vice President – Chief
Financial Officer
DE NNIS L . DE G NER
Senior Vice President – Chief
Operating Officer
A L AN W. FA R QUHAR SON
Senior Vice President – Reservoir
Engineering & Economics
DOR I A . G INN
Senior Vice President – Controller
& Principal Accounting Officer
STEVE D. GRAY 2
Founder, past director and CEO of
RSP Permian Inc.
DAVID P. POOL E
Senior Vice President – General
Counsel & Corporate Secretary
GREG G . MAXWELL 1,3
Chairman, Range Resources Corporation,
past EVP, Finance & CFO of Phillips 66
K . SCOT T R OY
Senior Vice President
STEFFEN E. PALKO 2
Associate Professor – Texas Christian
University, Co-founder, past President
and Vice-Chairman of XTO Energy, Inc.
JEFFREY L. VENTURA 3
Chief Executive Officer & President,
Range Resources Corporation
Board Committee Membership: 1 Audit, 2 Compensation, 3 Dividend, 4 Governance and Nominating
FORM 10-K
TRANSFER AGENT
Additional printed copies of the Company’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission may be obtained upon
request from Investor Relations at our headquarters’ address.
For assistance regarding a change of address or concerning your stock
account, please contact:
Inquiries about the Company should be directed to:
INVESTOR RELATIONS
RANGE RESOURCES CORPORATION
100 THROCKMORTON ST., SUITE 1200
FORT WORTH, TX 76102
817-870-2601
817-869-9100 (FAX)
COMPUTERSHARE, INC.
P.O. BOX 30170
COLLEGE STATION, TX 77842-3170
877-581-5548
HTTPS://WWW-US.COMPUTERSHARE.COM/INVESTOR/CONTACT
Use our web site to obtain the latest news releases and SEC filings:
WWW.RANGERESOURCES.COM
In addition to historical information, this report contains forward-looking statements that may vary materially from actual results. Factors that could cause
actual results to differ are included in the Company’s Form 10-K for the year ended December 31, 2019, which has been filed with the Securities and
Exchange Commission.
FORM
1 0 - K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
For the transition period from to
Commission File Number: 001-12209
RANGE RESOURCES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
34-1312571
(IRS Employer Identification No.)
100 Throckmorton Street, Suite 1200, Fort Worth, Texas
(Address of Principal Executive Offices)
76102
(Zip Code)
Registrant’s telephone number, including area code
(817) 870-2601
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $.01 par value
Trading Symbol
RRC
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
☒
☐
☐
Smaller reporting company
Emerging growth company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2019 was $1,733,839,000. This
amount is based on the closing price of registrant’s common stock on the New York Stock Exchange on that date. Shares of common stock held by
executive officers and directors of the registrant are not included in the computation. However, the registrant has made no determination that such
individuals are “affiliates” within the meaning of Rule 405 of the Securities Act of 1933.
As of February 25, 2020, there were 254,715,325 shares of Range Resources Corporation Common Stock outstanding.
Portions of the registrant’s definitive proxy statement to be furnished to stockholders in connection with its 2020 Annual Meeting of
Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report
relates, are incorporated by reference in Part II, Item 5 and Part III, Items 10-14 of this report.
DOCUMENTS INCORPORATED BY REFERENCE
RANGE RESOURCES CORPORATION
Unless the context otherwise indicates, all references in this report to “Range,” “we,” “us” or “our” are to Range Resources
Corporation and its directly and indirectly owned subsidiaries. Unless otherwise noted, all information in the report relating to
natural gas, natural gas liquids and crude oil reserves and the estimated future net cash flows attributable to those reserves are based
on estimates and are net to our interest. If you are not familiar with the oil and gas terms used in this report, please refer to the
explanation of such terms under the caption “Glossary of Certain Defined Terms” at the end of Items 1 & 2. Business and Properties
of this report.
PART I
TABLE OF CONTENTS
ITEMS 1 & 2. Business and Properties .............................................................................................................................
2019 Executive Summary ..........................................................................................................................
General .......................................................................................................................................................
Available Information ................................................................................................................................
Our Business Strategy ................................................................................................................................
Significant Accomplishments in 2019 .......................................................................................................
Industry Operating Environment ...............................................................................................................
Segment and Geographical Information ....................................................................................................
Outlook for 2020 ........................................................................................................................................
Production, Price and Cost History ............................................................................................................
Proved Reserves .........................................................................................................................................
Property Overview .....................................................................................................................................
Divestitures ................................................................................................................................................
Producing Wells .........................................................................................................................................
Drilling Activity .........................................................................................................................................
Gross and Net Acreage ..............................................................................................................................
Undeveloped Acreage Expirations.............................................................................................................
Title to Properties.......................................................................................................................................
Delivery Commitments ..............................................................................................................................
Employees..................................................................................................................................................
Competition ...............................................................................................................................................
Marketing and Customers ..........................................................................................................................
Seasonal Nature of Business ......................................................................................................................
Markets ......................................................................................................................................................
Governmental Regulation ..........................................................................................................................
Environmental and Occupational Health and Safety Matters ....................................................................
Glossary of Certain Defined Terms ..........................................................................................................
ITEM 1A.
Risk Factors ..............................................................................................................................................
ITEM 1B.
Unresolved Staff Comments .....................................................................................................................
ITEM 3.
Legal Proceedings .....................................................................................................................................
ITEM 4.
Mine Safety Disclosures ...........................................................................................................................
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities ..............................................................................................................................................
Market for Common Stock .......................................................................................................................
Holders of Record .....................................................................................................................................
Dividends ..................................................................................................................................................
Stockholder Return Performance Presentation .........................................................................................
ITEM 6.
Selected Financial Data and Proved Reserve Data ...................................................................................
i
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3
3
4
5
6
6
7
8
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15
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47
TABLE OF CONTENTS (continued)
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................
Overview of Our Business .................................................................................................................................
Sources of Our Revenues ...................................................................................................................................
Principal Components of Our Cost Structure .....................................................................................................
Management’s Discussion and Analysis of Results of Operations ....................................................................
Management’s Discussion and Analysis of Financial Condition, Cash Flows, Capital Resources and
Liquidity ........................................................................................................................................................
Management’s Discussion of Critical Accounting Estimates ............................................................................
ITEM 7A.
Quantitative and Qualitative Disclosures about Market Risk ............................................................................
Market Risk ........................................................................................................................................................
Commodity Price Risk .......................................................................................................................................
Other Commodity Risk ......................................................................................................................................
Commodity Sensitivity Analysis........................................................................................................................
Interest Rate Risk ...............................................................................................................................................
Page
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60
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70
70
71
71
72
72
ITEM 8.
Financial Statements and Supplementary Data .................................................................................................. F-1
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............................
74
ITEM 9A.
Controls and Procedures ....................................................................................................................................
74
ITEM 9B.
Other Information ..............................................................................................................................................
74
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance .................................................................................
75
ITEM 11.
Executive Compensation ....................................................................................................................................
75
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...........
75
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence ...................................................
75
ITEM 14.
Principal Accountant Fees and Services ............................................................................................................
75
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules ......................................................................................................
76
SIGNATURES ................................................................................................................................................................................
79
ii
Disclosures Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
These are statements, other than statements of historical fact, that give current expectations or forecasts of future events, including
without limitation: drilling plans; planned wells; rig count; our 2020 capital budget and the planned allocation thereof; reserve
estimates; expectations regarding future economic and market conditions and their effects on us; our financial and operational outlook
and ability to fulfill that outlook; our financial position, balance sheet, liquidity and capital resources and the benefits thereof. These
statements typically contain words such as “may,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “predicts,” “targets,”
“projects,” “should,” “would” or similar words, indicating that future outcomes are uncertain. In accordance with “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language
identifying important factors, though not necessarily all such factors that could cause future outcomes to differ materially from those
set forth in the forward-looking statements.
While we believe that these forward-looking statements are reasonable as and when made, there can be no assurance that future
developments affecting us will be those that we anticipate. For a description of known material factors that could cause our actual
results to differ from those in the forward-looking statements, see other factors discussed in Item 1A. Risk Factors.
Actual results may vary significantly from those anticipated due to many factors, including:
conditions in the oil and gas industry, including supply and demand levels for natural gas, crude oil and
natural gas liquids (“NGLs”) and the resulting impact on price;
the availability and volatility of securities, capital or credit markets and the cost of capital to fund our
operation and business strategy;
accuracy and fluctuations in our reserves estimates due to regulations, reservoir performance or sustained low
commodity prices;
ability to develop existing reserves or acquire new reserves;
drilling and operating risks;
well production timing;
changes in political or economic conditions in our key operating markets;
prices and availability of goods and services, including third-party infrastructure;
unforeseen hazards such as weather conditions, acts of war or terrorist acts;
electronic, cyber or physical security breaches;
changes in safety, health, environmental, tax and other regulations;
other geological, operating and economic considerations;
the ability and willingness of current or potential lenders, derivative contract counterparties, customers and
working interest owners to fulfill their obligations to us or to enter into transactions with us in the future on
terms that are acceptable to us; or
other factors discussed in Items 1 and 2. Business and Properties, Item 1A. Risk Factors, Item 7. Management
Discussion and Analysis of Financial Condition and Results of Operations, Item 7A. Quantitative and
Qualitative Disclosures about Market Risk and elsewhere in this report.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result
of new information, future events or otherwise except as required by law. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained
throughout this report.
1
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
General
PART I
Range Resources Corporation, a Delaware corporation, is a Fort Worth, Texas-based independent natural gas, NGLs and oil
company, engaged in the exploration, development and acquisition of natural gas and oil properties in the United States. Our principal
area of operation is the Marcellus Shale in Pennsylvania. Our corporate offices are located at 100 Throckmorton Street, Suite 1200,
Fort Worth, Texas 76102 (telephone (817) 870-2601). We also maintain field offices in our areas of operation. Our common stock is
listed and trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “RRC.” Range Resources Corporation was
incorporated in 1980. At December 31, 2019, we had 251.4 million shares outstanding.
Our 2019 production had the following characteristics:
average total production of 2,283.2 Mmcfe per day, an increase of 4% from 2018;
69% natural gas;
total natural gas production of 578.1 Bcf, an increase of 5% from 2018;
total NGLs production of 38.9 Mmbbls (including ethane), an increase of 1% from 2018;
total crude oil and condensate production of 3.7 Mmbbls, a decrease of 13% from 2018; and
90% of our total production was from the Marcellus Shale play in Pennsylvania.
At year-end 2019, our proved reserves had the following characteristics:
18.2 Tcfe of proved reserves;
67% natural gas, 31% NGLs and 2% crude oil;
54% proved developed;
almost 100% operated;
95% of proved reserves are in the Marcellus Shale play in Pennsylvania;
a reserve life index of approximately 21 years (based on fourth quarter 2019 production);
a pretax present value of $7.6 billion of future net cash flows, discounted at 10% per annum (“PV-10”(a)); and
a standardized after-tax measure of discounted future net cash flows of $6.6 billion.
(a) PV-10 is considered a non-GAAP financial measure as defined by the U.S. Securities and Exchange Commission (the “SEC”). We believe that
the presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the standardized measure, or after-tax amount,
because it presents the discounted future net cash flows attributable to our proved reserves before taking into account future corporate income
taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV-10 is based on
prices and discount factors that are consistent for all companies. Because of this, PV-10 can be used within the industry and by creditors and
security analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. The difference between the standardized
measure and the PV-10 amount is the discounted estimated future income tax of $932.3 million at December 31, 2019.
2019 Executive Summary
Since our production is 69% natural gas, natural gas prices generally constitute a primary variable in our operating results. Over
the last few years, New York Mercantile Exchange (“NYMEX”) natural gas prices have been volatile, starting calendar year 2017 at
$3.93 per mcf and falling to a low of $2.74 mcf in January 2018 then recovering to $4.72 per mcf at the end of 2018 only to again
decrease to a low of $2.14 per mcf in August 2019. The prices we receive for all our products are largely based on current market
prices which are beyond our control. In 2019, we continued to focus on areas that are within our control. Currently, our focus is on
preservation of cash and liquidity, together with cost reductions and debt management, rather than expansion and growth. During
2019, we:
received asset sale proceeds of $784.9 million;
repurchased $201.6 million face value of our senior notes at a discount;
reduced borrowings on our bank credit facility by $466.0 million from December 2018;
increased our bank’s committed borrowing capacity from $2.0 billion to $2.4 billion;
spent 4% less than our initial 2019 capital budget of $756.0 million;
reduced 2019 general and administration expenses by $28.7 million, a reduction of 14% from 2018 reflecting our
reductions in personnel and our efforts to reduce costs to enhance profitability and resilience;
2
increased proved reserves at December 31, 2019 to 18.2 Tcfe from 18.1 Tcfe at December 31, 2018, despite asset sales,
which represents a 139% replacement of 2019 annual production;
published our first formal corporate sustainability report;
continued with our innovative water recycling program;
successfully tested and began utilizing an electric frac fleet;
reduced emissions in 2019 compared to 2018 and increased the frequency of leak detection inspections;
30% reduction in contractor OSHA recordable injuries and 50% decrease in severity of employee injuries versus 2018;
and
15% reduction in number of preventable vehicle incidents.
Available Information
Our corporate website is available at http://www.rangeresources.com. Information contained on or connected to our website is
not incorporated by reference into this Form 10-K and should not be considered part of this report or any other filing we make with the
SEC. We make available, free of charge, on our website, the annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after filing such reports with the SEC. Other
information such as presentations, our corporate responsibility culture, our Corporate Governance Guidelines, the charters of the Audit
Committee, the Compensation Committee, the Dividend Committee, the Governance and Nominating Committee, and the Code of
Business Conduct and Ethics are available on our website and in print to any stockholder who provides a written request to the
Corporate Secretary at 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102. Our Code of Business Conduct and Ethics
applies to all directors, officers and employees, including our President and Chief Executive Officer and Chief Financial Officer.
The SEC maintains an internet website that contains reports, proxy and information statements and other information regarding
issuers, including Range, that file electronically with the SEC. The public can obtain any document we file with the SEC at
http://www.sec.gov.
Our Business Strategy
Our overarching business objective is to build stockholder value through returns focused development of natural gas and oil
properties, measured on a per share debt-adjusted basis. Our strategy to achieve our business objective is to generate consistent cash
flow from reserves and production through internally generated drilling projects coupled with occasional acquisitions and divestitures
of non-core, or at times, core assets. In addition, we target funding our capital spending to at or below operating cash flow. Our
strategy requires us to make significant investments and financial commitments in technical staff, acreage, seismic data, drilling and
completion technology and gathering and transportation arrangements to build drilling inventory and market our products. Our
strategy has the following key elements:
commit to environmental protection and worker and community safety;
concentrate in our core operating area;
focus on cost efficiency;
maintain a multi-year drilling inventory;
maintain a long-life reserve base with a low base decline rate;
market our products to a large number of customers in different markets under a variety of commercial terms;
maintain operational and financial flexibility; and
provide employee equity ownership and incentive compensation.
These elements are primarily anchored by our interests in the Marcellus Shale located in Pennsylvania which has a remaining
productive life in excess of 50 years. Underlying this interest is 95% of our total proved reserves as of December 31, 2019. In
addition, we have natural gas, crude oil and condensate and NGLs production activities in the Lower Cotton Valley in North
Louisiana.
Commit to Environmental Protection and Worker and Community Safety. We strive to implement technologies and
commercial practices to minimize potential adverse impacts from the development of our properties on the environment, worker
health and safety and the safety of the communities where we operate. We analyze and review performance while striving for
continual improvement by working with peer companies, regulators, non-governmental organizations, industries not related to the oil
and natural gas industry and other engaged stakeholders. We expect every employee to maintain safe operations, minimize
environmental impact and conduct their daily business with the highest ethical standards.
3
Concentrate in Core Operating Areas. We currently operate in two regions: Pennsylvania and North Louisiana. Concentrating
our drilling and producing activities allows us to develop the regional expertise needed to interpret specific geological and operating
conditions and develop economies of scale. Operating in our core areas allows us to pursue our goal of consistent production at
attractive returns. We intend to further develop our acreage and improve our operating and financial results through the use of
technology and detailed analysis of our properties. We periodically evaluate and pursue acquisition opportunities in the United States
(including opportunities to acquire particular natural gas and oil properties or entities owning natural gas and oil assets) and at any
given time we may be in various stages of evaluating such opportunities.
Focus on Cost Efficiency. We concentrate in areas which we believe to have sizeable hydrocarbon deposits in place that will
allow economic production while controlling costs. Because there is little long-term competitive sales price advantage available to a
commodity producer, the costs to find, develop, and produce a commodity are important to organizational sustainability and long-term
stockholder value creation. We endeavor to control costs such that our cost to find, develop and produce natural gas, NGLs and oil is
one of the lowest in the industry. We operate almost all of our total net production and believe that our extensive knowledge of the
geologic and operating conditions in the areas where we operate provides us with the ability to achieve operational efficiencies.
Maintain a Multi-Year Drilling Inventory. We focus on areas with multiple prospective and productive horizons and
development opportunities. We use our technical expertise to build and maintain a multi-year drilling inventory. We believe that a
large, multi-year inventory of drilling projects increases our ability to efficiently plan for economic production. Currently, we have
over 3,000 proven and unproven drilling locations in inventory.
Maintain a Long-Life Reserve Base with a Low Base Decline Rate. Long-life natural gas and oil reserves provide a more
stable platform than short-life reserves. Long-life reserves reduce reinvestment risk as they lessen the amount of reinvestment capital
deployed each year to replace production. Long-life natural gas and oil reserves also assist us in minimizing costs as stable production
makes it easier to build and maintain operating economies of scale. Long-life reserves also offer upside from technology
enhancements.
Market Our Products to A Large Number of Customers in Different Markets Under a Variety of Commercial Terms. We
market our natural gas, NGLs, crude oil and condensate to a large number of customers in both domestic and international markets to
maximize cash flow and diversify risk. We hold numerous firm transportation contracts on multiple pipelines to enable us to transport
and sell natural gas and NGLs in the Midwest, Gulf Coast, Southeast, Northeast and international markets. We sell our products under
a variety of price indexes and price formulas that assist us in optimizing regional price differentials and commodity price volatility.
Maintain Operational and Financial Flexibility. Because of the risks involved in drilling, coupled with changing commodity
prices, we are flexible and adjust our capital budget throughout the year. If certain areas generate higher than anticipated returns, we
may accelerate development in those areas and decrease expenditures elsewhere. We also believe in maintaining ample liquidity,
using commodity derivatives to help stabilize our realized prices and focusing on financial discipline. We believe this provides more
predictable cash flows and financial results. We regularly review our asset base to identify nonstrategic assets, the disposition of
which is expected to increase capital resources available for other activities and create organizational and operational efficiencies.
Provide Employee Equity Ownership and Incentive Compensation. We want our employees to think and act like business
owners. To achieve this, we reward and encourage them through equity ownership in Range. All full-time employees are eligible to
receive equity grants. As of December 31, 2019, our employees and directors owned equity securities in our benefit plans (vested and
unvested) that had an aggregate market value of approximately $45.9 million.
Significant Accomplishments in 2019
Proved reserves – Total proved reserves increased 1% in 2019, from 18.1 Tcfe to 18.2 Tcfe, despite asset sales
during the year. This achievement is the result of existing quality production and efficient development. The
Marcellus Shale is our largest producing region and contains our greatest concentration of reserves. We believe
the quality of our technical teams and our substantial inventory of high quality drilling locations provide the basis
for future proved reserves and production.
Production – In 2019, our production averaged 2,283.2 Mmcfe per day, an increase of 4% from 2018. Drilling in
the Marcellus Shale play in Pennsylvania drove our production. Our capital program is designed to allocate
investments based on projects that maximize returns while minimizing controllable costs associated with
production activities.
Focus on financial flexibility – As of December 31, 2019, we maintained a $4.0 billion bank credit facility, with
a borrowing base of $3.0 billion and committed borrowing capacity of $2.4 billion. We endeavor to maintain a
strong liquidity position. In 2019, we reduced our total debt $667.6 million. Our 2019 capital budget, which was
established at the beginning of the year, was $756.0 million with actual spending for 2019 approximately 4%
lower. As we have done historically, we may adjust our capital program, divest of assets and use derivatives to
4
protect a portion of our future cash flow from commodity price volatility to reduce the risk of returns on
investment and maintain ample liquidity.
Successful drilling program – In 2019, we drilled 94 gross natural gas and oil wells. We replaced 139% of our
production through drilling in 2019 and our overall drilling success rate was 100%. We continue to maintain and
optimize our drilling inventory which is critical to our ability to consistently sustain production each year on a
cost effective and efficient basis. Controlling the costs to find, develop and produce natural gas, NGLs and oil is
critical in creating long-term stockholder value. Our focus areas are characterized by large, contiguous acreage
positions and multiple stacked geologic horizons. In 2019, we continued to reduce average well costs per foot
drilled through faster drilling times, longer laterals and innovative completion optimizations.
Large resource potential – Maintaining an exposure to large low-cost potential resources is important. We
maintained and continued to develop our shale plays in 2019. We have three large unconventional and
prospective plays in Pennsylvania: the Marcellus, Utica and Upper Devonian shales. These plays cover expansive
areas, provide multi-year drilling opportunities, are in many cases stacked pay and, collectively, have sustainable
lower risk profiles.
Dispositions completed – In third quarter 2019, we sold, in three separate transactions, a proportionately reduced
2.5% overriding royalty primarily covering our Washington County, Pennsylvania leases for gross proceeds of
$750.0 million and we recorded a loss of $36.5 million, which represents closing adjustments and transaction
fees. In second quarter 2019, we sold natural gas and oil property, primarily representing 20,000 unproved acres,
for proceeds of $34.0 million and we recognized a gain of $5.9 million.
Industry Operating Environment
We operate entirely within the continental United States. The oil and natural gas industry is affected by many factors that we
cannot control. Government regulations, particularly in the areas of taxation, energy, climate change and the environment, can have a
significant impact on our operations and profitability. The impact of these factors is difficult to accurately predict or anticipate. It is
difficult for us to predict the occurrence of events that may affect commodity prices or the degree to which these prices will be
affected; however, the prices we receive for the commodities we produce will generally approximate current market prices in the
geographic region of the production, not including the impact of our derivative program.
Significant factors that are likely to affect 2020 commodity prices include: the impact of U.S. production growth, the effect of
new policies enacted by the U.S. government, fiscal challenges facing the United States federal government, expected economic
growth in the U.S. and throughout the world, forecasted increased demand from Asian and European markets, supply and demand
fundamentals for NGLs in the United States and the pace at which export capacity grows and the pace that natural gas storage is
refilled during the year.
Natural gas prices are primarily determined by North American supply and demand and natural gas exports and are heavily
influenced by weather and storage levels. The NYMEX monthly settlement prices for natural gas averaged $2.62 per mcf in 2019,
with a high of $3.64 per mcf in January and a low of $2.14 per mcf in August. In 2018, monthly NYMEX settlement prices averaged
$3.07 per mcf. Since the end of 2019, natural gas prices have decreased, with the monthly settlement price for natural gas decreasing
from $2.47 per mcf in December 2019 to $1.88 per mcf in February 2020. Natural gas prices have come under pressure largely due to
an abundant supply of natural gas caused by the high productivity of shale plays in the United States which could continue to outpace
demand. While the industry has invested in initiatives designed to increase takeaway capacity, the supply has increased at a faster pace
than demand. Natural gas prices are expected to remain volatile in 2020.
Significant factors that are likely to impact 2020 crude oil prices include worldwide economic conditions, the rate of production
growth in the United States, political and economic developments in the Middle East, Africa and South America, demand in Asian and
European markets and the extent to which members of the Organization of Petroleum Exporting Countries and other oil exporting
nations choose to manage oil supply through export quotas. NYMEX monthly settlement prices for oil averaged $57.21 per barrel in
2019, with a high of $63.87 per barrel in April and a low of $51.55 per barrel in January. In 2018, NYMEX monthly settlement prices
for oil averaged $65.49 per barrel. Since the end of 2019, crude oil prices have declined, with the monthly settlement price for crude
oil decreasing from $59.81 per barrel in December 2019 to $57.53 per barrel in January 2020. The likelihood of a sustained recovery
in worldwide demand for energy is difficult to predict. As a result, we expect crude oil commodity prices will continue to be volatile
in 2020.
NGLs prices are determined by North American supply and demand, and increasingly by international supply and demand. The
growth of unconventional drilling has substantially increased the supply of NGLs and caused a significant decline in NGLs component
prices. Additional export facilities have been built and NGLs exports are increasing along with the expansion of ethane cracking
capacity. The supply of NGLs products is expected to increase during 2020 and prices are expected to remain volatile.
5
Natural gas, NGLs and oil prices affect:
our revenues, profitability and cash flow;
the quantity of natural gas, NGLs and oil that we can economically produce;
the quantity of natural gas, NGLs and oil shown as proved reserves;
the amount of cash flow available to us for capital expenditures; and
our ability to borrow and raise additional capital.
Continued or extended decline in natural gas, NGLs and oil prices could have a material adverse effect on our financial position,
results of operations, cash flows and access to capital. To achieve more predictable cash flows and to reduce our exposure to
downward price fluctuations, we currently, and may in the future, use derivative instruments to hedge future sales prices on our
natural gas, NGLs, crude oil and condensate production. The use of derivative instruments has in the past, and may in the future,
prevent us from realizing the full benefit of upward price movements while also partially protecting us from declining price
movements.
Segment and Geographical Information
Our operations consist of one reportable segment. We have a single, company-wide management team that administers all
properties as a whole rather than by discrete operating segments. We track only basic operational data by area. We do not maintain
complete separate financial statement information by area. We measure financial performance as a single enterprise and not on an
area-by-area basis. Our exploration and production operations are limited to onshore United States.
Outlook for 2020
For 2020, we have established a $520.0 million capital budget for natural gas, NGLs, crude oil and condensate related activities,
excluding proved property acquisitions, for which we do not budget. This budget is 98% allocated to our Appalachian division and
includes $490.0 million for drilling costs, $26.0 million for acreage, $1.0 million for pipelines and facilities and $3.0 million for other
expenditures. As has been our historical practice, we will periodically review our capital expenditures throughout the year and may
adjust the budget based on commodity prices, drilling success and other factors. Throughout the year, we allocate capital on a project-
by-project basis. Our expectation for 2020 is for our capital expenditure program to be funded within operating cash flows and, if
required, with borrowings under our bank credit facility. To the extent our 2020 capital requirements might exceed our internally
generated cash flow, we may reduce the capital budget or use proceeds from asset sales, draw on our committed capacity under our
bank credit facility, and/or debt or equity financing may be used to fund these requirements. The prices we receive for our natural gas,
NGLs and oil production are largely based on current market prices, which are beyond our control. The price risk on a portion of our
forecasted natural gas, NGLs and oil production for 2020 is mitigated using commodity derivative contracts and we intend to continue
to enter into these transactions.
Our primary near-term focus includes the following:
achieve competitive returns on investments;
preserve liquidity and improve financial strength;
focus on organic opportunities through disciplined capital investments;
improve operational efficiencies and economic returns;
target limiting capital spending to at or below cash flow; and
attract and retain quality employees whose efforts and incentives are aligned with stockholders’ interests.
6
Production, Price and Cost History
The following table sets forth information regarding natural gas, NGLs and oil production, realized prices and production costs
for the last three years. The price we receive is largely a function of market supply and demand. Historically, commodity prices have
been volatile and we expect that volatility to continue in the future. For more information, see Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
Production
Natural gas (Mmcf)
Natural gas liquids (Mbbls)
Crude oil and condensate (Mbbls)
Total (Mmcfe) (a)
Average sales prices (excluding derivative settlements)
Natural gas (per mcf)
Natural gas liquids (per bbl)
Crude oil and condensate (per bbl)
Total (per mcfe) (a)
Average realized prices (including all derivative settlements):
Natural gas (per mcf)
Natural gas liquids (per bbl)
Crude oil and condensate (per bbl)
Total (per mcfe) (a)
Average realized prices (including all derivative settlements and third-party
transportation costs)
Natural gas (per mcf)
Natural gas liquids (per bbl)
Crude oil and condensate (per bbl)
Total (per mcfe) (a)
Direct operating costs
Lease operating (per mcfe) (a)
Workovers (per mcfe) (a)
Stock-based compensation (per mcfe) (a)
Total (per mcfe) (a)
Year Ended December 31,
2018
2019
2017
578,114 548,085 490,253
38,325 35,709
4,787
4,228
833,354 803,408 733,231
38,850
3,690
$
$
$
$
$
2.40 $
17.53
50.26
2.71
$
2.64
18.85
49.74
2.93
3.04 $
24.30
60.52
3.55
2.98 $
22.62
51.60
3.39
2.75
16.93
46.30
2.97
2.90
14.88
49.49
2.99
1.36 $
7.03
49.74
1.49
1.74 $
11.15
51.60
1.99
1.82
8.32
49.49
1.95
0.13 $
0.03
—
$
0.16
0.16 $
0.01
—
0.17 $
0.17
0.01
—
0.18
(a) Oil and NGLs volumes are converted at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to natural
gas, which is not indicative of the relationship between oil and natural gas prices.
7
Proved Reserves
The following table sets forth our estimated proved reserves for years ended 2019, 2018 and 2017 based on the average of prices
on the first day of each month of the given calendar year, in accordance with SEC rules. Oil includes both crude oil and condensate.
We have no natural gas, NGLs or oil reserves from non-traditional sources. Additionally, we do not provide optional disclosures of
probable or possible reserves.
Reserve Category
Natural Gas
(Mmcf)
Summary of Oil and Gas Reserves as of Year-End
Based on Average Prices
Oil
(Mbbls)
NGLs
(Mbbls)
Total
(Mmcfe) (a) %
2019:
Proved
Developed
Undeveloped
Total Proved
2018:
Proved
Developed
Undeveloped
Total Proved
2017:
Proved
Developed
Undeveloped
Total Proved
6,486,211 535,007
5,628,766 403,229
12,114,977 938,236
9,902,468
34,369
40,163
8,289,115
74,532 18,191,583
54%
46%
100%
6,451,012 512,318
5,576,690 409,276
12,027,702 921,594
9,756,870
38,658
47,198
8,315,536
85,856 18,072,406
54%
46%
100%
5,437,674 448,258
4,825,975 315,006
10,263,649 763,264
8,348,074
36,808
33,046
6,914,287
69,854 15,262,361
55%
45%
100%
(a) Oil and NGLs volumes are converted to mcfe at the rate of one barrel equals six mcf based upon the relative energy content of oil to natural gas,
which is not indicative of the relationship between oil and natural gas prices.
The following table sets forth summary information by area with respect to estimated proved reserves at December 31, 2019:
Appalachian Region
North Louisiana Region
Other
Total
Reserve Volumes
Natural Gas
(Mmcf)
NGLs
(Mbbls)
Oil
(Mbbls)
Total
(Mmcfe)
%
11,476,601 906,616 68,127 17,325,055
866,076
95 % $
5 %
452 — %
12,114,977 938,236 74,532 18,191,583 100 % $
638,137 31,620 6,370
35
239
—
PV-10 (a)
Amount
(In thousands) %
7,426,007
133,864
961
7,560,832
98 %
2 %
— %
100 %
(a) PV-10 was prepared using the twelve-month average prices for 2019, discounted at 10% per annum. Year-end PV-10 is a non-GAAP financial
measure as defined by the SEC. We believe that the presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the
standardized measure, or after tax amount, because it presents the discounted future net cash flows attributable to our proved reserves prior to
taking into account future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax
situation of each company, PV-10 is based on prices and discount factors that are consistent for all companies. Because of this, PV-10 can be used
within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis.
Our total standardized measure was $6.6 billion at December 31, 2019. The difference between the standardized measure and the PV-10 amount
is the discounted estimated future income tax of $932.3 million at December 31, 2019. Included in the $7.6 billion pretax PV-10 is $5.2 billion
related to proved developed reserves.
Reserve Estimation
All reserve information in this report is based on estimates prepared by our petroleum engineering staff and is the responsibility
of management. We also had Wright & Company, Inc., an independent petroleum consultant, conduct an audit of our year-end 2019
reserves in Appalachia. The purpose of this audit was to provide additional assurance on the reasonableness of internally prepared
reserve estimates. This engineering firm was selected for its geographic expertise and its historical experience in engineering certain
properties. The proved reserve audits performed for 2019, 2018 and 2017, in the aggregate, represented 90%, 94% and 98% of our
8
proved reserves. The reserve audits performed for 2019, 2018 and 2017, in the aggregate represented 94%, 96% and 98% of our 2019,
2018 and 2017 associated pretax present value of proved reserves discounted at ten percent. A copy of the summary reserve report
prepared by our independent petroleum consultant is included as an exhibit to this Annual Report on Form 10-K. The technical person
at our independent petroleum consulting firm responsible for reviewing the reserve estimates presented herein meets the requirements
regarding qualifications, independence, objectivity and confidentiality as set forth in the Standards Pertaining to the Estimating and
Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. We maintain an internal staff of
petroleum engineers and geoscience professionals who work closely with our independent petroleum consultants to ensure the
integrity, accuracy and timeliness of data furnished during the reserve audit process. Throughout the year, our technical team meets
periodically with representatives of our independent petroleum consultants to review properties and discuss methods and assumptions.
While we have no formal committee specifically designated to review reserves reporting and the reserve estimation process, our senior
management reviews and approves significant changes to our proved reserves. We provide historical information to our consultants
for our largest producing properties such as ownership interest, natural gas, NGLs and oil production, well test data, commodity prices
and operating and development costs. Our consultants perform an independent analysis and differences are reviewed with our Senior
Vice President of Reservoir Engineering and Economics. In some cases, additional meetings are held to review identified reserve
differences. Our reserve auditor estimates of proved reserves and the pretax present value of such reserves discounted at 10% did not
differ from our estimates by more than 10% in the aggregate. However, when compared on a lease-by-lease, field-by-field or area-by-
area basis, some of our estimates may be greater than those of our auditor and some may be less than the estimates of the reserve
auditor. When such differences do not exceed 10% in the aggregate, our reserve auditor is satisfied that the proved reserves and pretax
present value of such reserves discounted at 10% are reasonable and will issue an unqualified opinion. Remaining differences, if any,
are not resolved due to the limited cost benefit of continuing such analysis.
Historical variances between our reserve estimates and the aggregate estimates of our independent petroleum consultants have
been less than 5%. All of our reserve estimates are reviewed and approved by our Senior Vice President of Reservoir Engineering and
Economics, Mr. Alan Farquharson, who reports directly to our President and Chief Executive Officer. Our Senior Vice President of
Reservoir Engineering and Economics holds a Bachelor of Science degree in Electrical Engineering from the Pennsylvania State
University. Before joining Range, he held various technical and managerial positions with Amoco, Hunt Oil and Union Pacific
Resources and has more than thirty-five years of engineering experience in the oil and gas industry. During the year, our reserves
group may also perform separate, detailed technical reviews of reserve estimates for significant acquisitions or for properties with
problematic indicators such as excessively long lives, sudden changes in performance or changes in economic or operating conditions.
We did not file any reports during the year ended December 31, 2019 with any federal authority or agency with respect to our estimate
of natural gas and oil reserves.
Reserve Technologies
Proved reserves are those quantities of natural gas, NGLs and oil that by analysis of geoscience and engineering data can be
estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under
existing economic conditions, operating methods, and government regulations. The term “reasonable certainty” implies a high degree
of confidence that the quantities of natural gas, NGLs and oil actually recovered will equal or exceed the estimate. To achieve
reasonable certainty, our internal technical staff employs technologies that have been demonstrated to yield results with consistency
and repeatability. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to,
empirical evidence through drilling results and well performance, decline curve analysis, well logs, geologic maps and available
downhole and production data, seismic data, well test data, reservoir simulation modeling and implementation and application of
enhanced data analytics.
Reporting of Natural Gas Liquids
We produce NGLs as part of the processing of our natural gas. The extraction of NGLs in the processing of natural gas reduces
the volume of natural gas available for sale. At December 31, 2019, NGLs represented approximately 31% of our total proved
reserves on an mcf equivalent basis. NGLs are products priced by the gallon (and sold by the barrel) to our customers. In reporting
proved reserves and production of NGLs, we have included production and reserves in barrels. Prices for a barrel of NGLs in 2019
averaged approximately 35% of the average price for equivalent volumes of oil. We report all production information related to
natural gas net of the effect of any reduction in natural gas volumes resulting from the processing of NGLs. As of December 31, 2019,
we had 475.0 Mmbbls of ethane reserves (2,102 Bcfe) associated with our Marcellus Shale properties, which are included in NGLs
proved reserves and represent 51% of our total NGLs reserves. We currently include ethane in our proved reserves which match
volumes to be delivered under our existing long-term, extendable ethane contracts.
9
Proved Undeveloped Reserves (PUDs)
As of December 31, 2019, our PUDs totaled 40.2 Mmbbls of crude oil, 403.2 Mmbbls of NGLs and 5.6 Tcf of natural gas, for a
total of 8.3 Tcfe. Costs incurred in 2019 relating to the development of PUDs were approximately $340.4 million. Approximately 98%
of our PUDs at year-end 2019 were associated with the Marcellus Shale. All PUD drilling locations are scheduled to be drilled prior to
the end of 2024. As of December 31, 2019, we have 86 Bcfe of reserves that have been reported for more than five years from their
original booking date, all of which are in the process of being drilled and are expected to turn to sales in 2020. Changes in PUDs that
occurred during the year were due to:
conversion of approximately 1.2 Tcfe of PUDs into proved developed reserves;
addition of 1.1 Tcfe new PUDs from drilling;
265.9 Bcfe net positive revision with 601.3 Bcfe of reserves reclassified to unproved because of previously
planned wells not to be drilled within the original five-year development horizon more than offset by positive
performance revisions of 867.2 Bcfe; and
214.6 Bcfe reduction from the sale of properties.
For an additional description of changes in PUDs for 2019, see Note 18 to our consolidated financial statements. We believe our
PUDs reclassified to unproved can be included in our future proved reserves as these locations are added back into our five-year
development plan.
Proved Reserves (PV-10)
The following table sets forth the estimated future net cash flows, excluding open derivative contracts, from proved reserves, the
present value of those net cash flows discounted at a rate of 10% (PV-10), and the expected benchmark prices and average field prices
used in projecting net cash flows over the past five years. Our reserve estimates do not include any probable or possible reserves (in
millions, except prices):
Future net cash flows
Present value:
Before income tax
After income tax (Standardized Measure)
Benchmark prices (NYMEX):
Gas price (per mcf)
Oil price (per bbl)
Wellhead prices:
Gas price (per mcf)
Oil price (per bbl)
NGLs price (per bbl)
2019
$ 22,179 $
2018
2017
2016
34,836 $ 21,469 $ 10,301 $
2015
8,666
7,561
6,629
13,173
11,116
8,147
7,165
2.58
55.73
3.10
65.55
2.98
51.19
2.38
49.24
17.32
2.98
59.96
25.22
2.60
45.73
17.84
3,727
3,452
2.48
42.68
2.07
37.41
13.44
3,029
2,726
2.59
50.13
2.07
35.07
11.74
Future net cash flows represent projected revenues from the sale of proved reserves, net of production and development costs
(including transportation and gathering expenses, operating expenses and production taxes). Revenues are based on a twelve-month
unweighted average of the first day of the month pricing, without escalation. Future cash flows are reduced by estimated production
costs, administrative costs, costs to develop and produce the proved reserves and abandonment costs, all based on current economic
conditions at each year-end. There can be no assurance that the proved reserves will be produced in the future or that prices,
production or development costs will remain constant. There are numerous uncertainties inherent in estimating reserves and related
information and different reservoir engineers often arrive at different estimates for the same properties.
Property Overview
Currently, our natural gas and oil operations are concentrated in the Appalachian and North Louisiana regions of the United
States, primarily in the Marcellus Shale in Pennsylvania and the Lower Cotton Valley formation in Louisiana. Our properties consist
of interests in developed and undeveloped natural gas and oil leases. These interests entitle us to drill for and produce natural gas,
NGLs, crude oil and condensate from specific areas. Our interests are mostly in the form of working interests and, to a lesser extent,
royalty and overriding royalty interests. We have a single company-wide management team that administers all properties as a whole.
We track only basic operational data by area. We do not maintain complete separate financial statement information by area. We
measure financial performance as a single enterprise and not on an area-by-area basis. The table below summarizes our operating data
for the year ended December 31, 2019.
10
Average
Daily
Production
Region
(mcfe per day)
Production
(Mmcfe)
Percentage of
Production
Proved
Reserves
(Mmcfe)
Percentage of
Proved
Reserves
Appalachian
North Louisiana
Other
Total
2,073,553 756,847
76,466
41
2,283,162 833,354
209,496
113
91 % 17,325,055
866,076
9 %
— %
452
100 % 18,191,583
95 %
5 %
— %
100 %
The following table summarizes our costs incurred for the year ended December 31, 2019 (in thousands):
Region
Acreage
Purchases
Appalachian
North Louisiana
$
Total costs incurred $
52,317 $
5,007
57,324 $
Development
Costs
603,187 $
63,797
666,984 $
Exploration
Costs
34,502 $
2,181
36,683 $
Gathering
Facilities
1,534
2,049
3,583
$
$
Asset
Retirement
Obligations
Total
(849 ) $ 690,691
12,042 85,076
11,193 $ 775,767
Approximately 95% of our proved reserves at December 31, 2019 is located in the Marcellus Shale in our Appalachian region.
This play has a large portfolio of drilling opportunities and therefore has a significant unbooked resource potential within the
Marcellus, Utica and Upper Devonian formations. The following table sets forth annual production volumes, average sales prices and
production cost data for our wells in the Marcellus Shale play which, as of December 31, 2019, is our only field in which reserves are
greater than 15% of our total proved reserves.
Production:
Natural gas (Mmcf)
NGLs (Mbbls)
Crude oil and condensate (Mbbls)
Total Mmcfe (a)
Sales Prices: (b)
Natural gas (per mcf)
NGLs (per bbl)
Crude oil and condensate (per bbl)
Total (per mcfe) (a)
Production Costs:
$
Lease operating (per mcfe)
Production and ad valorem tax (per mcfe) (c)
$
2019
Marcellus Shale
2018
2017
516,031
36,013
3,199
751,299
458,406
34,181
3,452
684,205
377,096
29,972
3,407
577,368
1.13 $
7.12
49.73
1.33
0.11 $
0.03
1.77 $
13.08
59.76
2.14
0.11 $
0.05
1.55
9.70
45.49
1.79
0.10
0.05
(a) Oil and NGLs volumes are converted at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to natural
gas, which is not indicative of the relationship between oil and natural gas prices.
(b) We do not record derivatives or the results of derivatives at the field level. Includes deductions for third-party transportation, gathering and
compression expense.
(c) Includes Pennsylvania impact fee.
Appalachian Region
Our properties in this area are located in the Appalachian Basin in the northeastern United States, predominantly in
Pennsylvania. Currently, our reserves are primarily in the Marcellus Shale formation but also include the Utica and Upper Devonian
formations which principally produce at depths ranging from 6,000 feet to 11,500 feet. We own 1,272 net producing wells, almost all
of which we operate. Our average working interest in this region is 95%. As of December 31, 2019, we have approximately 892,000
gross (833,000 net) acres under lease.
Reserves at December 31, 2019 were 17.3 Tcfe, an increase of 358.5 Bcfe, or 2%, from 2018. Drilling additions of 1.2 Tcfe and
favorable reserve revisions for performance of 889.2 Bcfe were partially offset by production, negative pricing revisions, downward
revisions for proved undeveloped reserves no longer in our current five-year development plan of 413.3 Bcfe and sales of 511.7 Bcfe.
Annual production increased 10% from 2018. During 2019, we spent $603.2 million in this region to drill 87 (86.5 net) development
11
wells, all of which were productive. At December 31, 2019, we had an inventory in the Appalachian region of over 400 proven
drilling locations. During the year, we drilled 73 proven locations in the Appalachian region, added 120 new proven drilling locations
and deleted or sold 33 proven drilling locations with deleted reserves reclassified to unproved because of longer laterals and lower
future capital spending in response to lower commodity prices. During the year, we achieved a 100% drilling success rate in the
Appalachian region.
We began operations in the Marcellus Shale in Pennsylvania during 2004. The Marcellus Shale is an unconventional reservoir,
which produces natural gas, NGLs and condensate. This has been our largest investment area over the last ten years and we continue
to pursue initiatives to improve drilling and completion efficiencies and reduce costs. Our 2019 production from the Marcellus Shale
increased 10% from 2018. During 2019, we had approximately 3.3 drilling rigs in the field and expect to run an average of 2.5 rigs
throughout 2020.
We have long-term agreements with third parties to provide gathering and processing services and infrastructure assets in the
Marcellus Shale, which includes gathering and residue gas pipelines, compression, cryogenic processing, de-ethanization and NGLs
fractionation. We have an ethane sales contract in southwestern Pennsylvania whereby a third party purchases and transports ethane
from the tailgate of third-party processing and fractionation facilities to the international border for further deliveries into Canada. We
also have agreements to transport ethane to the Gulf Coast.
In 2012, we entered into a fifteen-year agreement to transport ethane and propane from the tailgate of a third-party processing
plant to a terminal and dock facility near Philadelphia for sale to domestic and international customers. Also in 2012, we executed a
fifteen-year agreement relating to ethane sales from that same terminal near Philadelphia. Propane and ethane operations from the
terminal began in early 2016.
North Louisiana
We began operations in North Louisiana in September 2016 as a result of an acquisition of a business. These operations are
focused on stacked-pay zones in Northern Louisiana, including the Lower Cotton Valley. The Lower Cotton Valley formation extends
across East Texas, Louisiana and Southern Arkansas. The formation has been under development since the 1930s and is characterized
by thick, multi-zone natural gas and oil reservoirs with well-known geologic characteristics and long-lived, predictable production
profiles. We own 409 net producing wells in these locations, almost all of which we operate. Our average working interest is 72%. As
of December 31, 2019, we have approximately 124,000 gross (105,000 net) acres under lease.
Total proved reserves were 866.1 Bcfe at December 31, 2019, a decrease of 22% from 2018. We spent $63.8 million in this
region to drill 7 (6.1 net) development wells, all of which were productive. In 2019, we had approximately one drilling rig in the field
and we currently expect no drilling activity in 2020 or 2021.
We have long-term agreements with third parties to provide gathering, processing and transportation services and infrastructure
assets in North Louisiana. We have entered into an area of mutual interest and exclusivity agreement with one of these parties
whereby they have the exclusive right to provide midstream services to support our current and future production within such area.
Divestitures
Over the last three years, we have divested over $1.2 billion of assets in order to increase capital resources available for other
activities, reduce our unit cost structure, create organizational and operating efficiencies and increase financial flexibility. In 2019, we
sold the following assets:
Pennsylvania. In third quarter 2019, we sold, in three separate transactions, a proportionately reduced 2.5% overriding royalty,
primarily in our Washington County, Pennsylvania leases for gross proceeds of $750.0 million. In second quarter 2019, we sold
natural gas and oil property, primarily representing 20,000 unproved acres, for proceeds of $34.0 million
Miscellaneous. During the year ended December 31, 2019, we sold miscellaneous unproved property, inventory and other assets
for proceeds of $937,000.
12
Producing Wells
The following table sets forth information relating to productive wells at December 31, 2019. If we own both a royalty and a
working interest in a well, such interest is included in the table below. Wells are classified as natural gas or crude oil according to their
predominant production stream. We do not have a significant number of dual completions.
Total Wells
Gross
1,908
4
1,912
Net
1,678
3
1,681
Average
Working
Interest
88%
75%
88%
Natural gas
Crude oil
Total
Production wells are producing wells and wells mechanically capable of production. The day-to-day operations of natural gas
and oil properties are the responsibility of the operator designated under pooling or operating agreements. The operator supervises
production, maintains production records, employs or contracts for field personnel and performs other functions. An operator receives
reimbursement for direct expenses incurred in the performance of its duties as well as monthly per-well producing and drilling
overhead reimbursement at rates customarily charged by unaffiliated third parties. The charges customarily vary with the depth and
location of the well being operated.
Drilling Activity
The following table summarizes drilling activity for the past three years. Gross wells reflect the sum of all wells in which we
own an interest. Net wells reflect the sum of our working interests in gross wells. This information should not be indicative of future
performance nor should it be assumed that there was any correlation between the number of productive wells and the natural gas and
oil reserves generated thereby. As of December 31, 2019, we had 51 gross (50.0 net) wells in the process of drilling or active
completions stage. In addition, there were 62.0 gross (61.6 net) wells waiting on completion or waiting on pipelines at year-end 2019.
Development wells
Productive
Dry
Exploratory wells
Productive
Dry
Total wells
Productive
Dry
Total
Success ratio
2019
2018
2017
Gross
Net
Gross
Net
Gross
Net
94.0
—
—
—
92.6
—
—
—
104.0
—
101.7
—
176.0
—
163.5
—
—
—
—
—
—
1.0
—
1.0
94.0
—
94.0
100 %
92.6
—
92.6
100 %
104.0
—
104.0
100 %
101.7
—
101.7
100 %
176.0
1.0
177.0
99 %
163.5
1.0
164.5
99 %
13
Gross and Net Acreage
We own interests in developed and undeveloped natural gas and oil acreage. These ownership interests generally take the form
of working interests in oil and natural gas leases that have varying terms. Developed acreage includes leased acreage that is allocated
or assignable to producing wells or wells capable of production even though shallower or deeper horizons may not have been fully
explored. Undeveloped acreage includes leased acres on which wells have not been drilled or completed to a point that would permit
the production of commercial quantities of natural gas or oil, regardless of whether or not the acreage contains proved reserves. The
following table sets forth certain information regarding the developed and undeveloped acreage in which we own a working interest as
of December 31, 2019. Acreage related to option acreage, royalty, overriding royalty and other similar interests is excluded from this
summary:
Louisiana
New York
Oklahoma
Pennsylvania
Texas
West Virginia
Wyoming
Developed Acres
Undeveloped Acres
Total Acres
Gross
90,882
—
10,420
802,649
2,294
5,876
—
912,121
Net
72,812
—
3,712
749,312
2,294
5,197
—
833,327
Gross
33,085
2,265
—
81,199
—
65
12,788
129,402
Net
32,113
567
—
77,553
—
65
10,272
120,570
Gross
123,967
2,265
10,420
883,848
2,294
5,941
12,788
1,041,523
Net
104,925
567
3,712
826,865
2,294
5,262
10,272
953,897
Average working interest
91 %
93 %
92 %
Undeveloped Acreage Expirations
The table below summarizes by year our undeveloped acreage scheduled to expire in the next five years. Over 40% of the acres
scheduled to expire in 2020 and 2021 are in North Louisiana.
As of December 31,
2020
2021
2022
2023
2024
Acres
Gross
Net
15,972
45,192
22,246
21,272
12,438
% of Total
Undeveloped
12%
35%
18%
17%
10%
14,572
41,675
21,355
20,537
12,003
In all cases, the drilling of a commercial well will hold acreage beyond the lease expiration date. We have leased acreage that is
subject to lease expiration if initial wells are not drilled within a specified period, generally between three and five years. However, we
have in the past been able, and expect in the future to be able, to extend the lease terms of some of these leases and sell or exchange
some of these leases with other companies. The expirations included in the table above do not take into account the fact that we may
be able to extend the lease terms. We do not expect to lose significant lease acreage because of failure to drill due to inadequate
capital, equipment or personnel. However, based on our evaluation of prospective economics, we have allowed acreage to expire and
we expect to allow additional acreage to expire in the future. We currently have no proved undeveloped reserve locations scheduled to
be drilled after lease expiration.
Title to Properties
We believe that we have satisfactory title to all of our producing properties in accordance with generally accepted industry
standards. As is customary in the industry, in the case of undeveloped properties, often minimal investigation of record title is made at
the time of lease acquisition. Investigations are made before the consummation of an acquisition of producing properties and before
commencement of drilling operations on undeveloped properties. Individual properties may be subject to burdens that we believe do
not materially interfere with the use, or affect the value, of the properties. Burdens on properties may include:
customary royalty or overriding royalty interests;
liens incident to operating agreements and for current taxes;
obligations or duties under applicable laws;
development obligations under oil and gas leases; or
net profit interests.
14
Delivery Commitments
For a discussion of our delivery commitments, see Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Delivery Commitments.
Employees
As of January 1, 2020, we had 655 full-time employees. All full-time employees are eligible to receive equity awards approved
by the compensation committee of the board of directors. No employees are currently covered by a labor union or other collective
bargaining arrangement. We believe that the relationship with our employees is excellent.
Executive Officers of the Registrant
The executive officers of Range Resources and their ages as of February 1, 2020, are as follows:
Jeffrey L. Ventura
Dennis L. Degner
Dori A. Ginn
David P. Poole
Mark S. Scucchi
Age
62
47
62
57
42
Position
Chief Executive Officer and President
Senior Vice President – Chief Operating Officer
Senior Vice President – Controller and Principal Accounting Officer
Senior Vice President General Counsel; Corporate Secretary
Senior Vice President – Chief Financial Officer
Jeffrey L. Ventura, chief executive officer and president, joined Range in 2003 as chief operating officer and became a director
in 2005. Mr. Ventura was named President, effective May 2008 and Chief Executive Officer effective January 2012. Previously,
Mr. Ventura served as president and chief operating officer of Matador Petroleum Corporation which he joined in 1997. Prior to his
service at Matador, Mr. Ventura spent eight years at Maxus Energy Corporation where he managed various engineering, exploration
and development operations and was responsible for coordination of engineering technology. Previously, Mr. Ventura was with
Tenneco Oil Exploration and Production, where he held various engineering and operating positions. Mr. Ventura holds a Bachelor of
Science degree in Petroleum and Natural Gas Engineering from the Pennsylvania State University. Mr. Ventura is a member of the
Society of Petroleum Engineers, American Association of Petroleum Geologists, the National Petroleum Council and the Texas
Society of Professional Engineers.
Dennis L. Degner, senior vice president of operations, joined Range in 2010. Mr. Degner was named senior vice president of
operations in 2018 and Chief Operating Officer in May 2019. Previously, Mr. Degner served as vice president of Appalachia. Mr.
Degner is responsible for managing operations in both Appalachia and North Louisiana divisions. Mr. Degner has more than 20 years
of oil and gas experience having worked in a variety of technical and managerial positions across the United States including Texas,
Louisiana, Wyoming, Colorado and Pennsylvania. Prior to joining Range, Mr. Degner held positions with EnCana, Sierra Engineering
and Halliburton. Mr. Degner is a member of the Society of Petroleum Engineers. Mr. Degner holds a Bachelor of Science Degree in
Agricultural Engineering from Texas A&M University.
Dori A. Ginn, senior vice president – controller and principal accounting officer, joined Range in 2001. Ms. Ginn has held the
positions of financial reporting manager, vice president and controller before being elected to principal accounting officer in
September 2009. Prior to joining Range, she held various accounting positions with Doskocil Manufacturing Company and Texas Oil
and Gas Corporation. Ms. Ginn received a Bachelor of Business Administration in Accounting from the University of Texas at
Arlington. She is a certified public accountant licensed in the state of Texas.
David P. Poole, senior vice president – general counsel and corporate secretary, joined Range in June 2008. Mr. Poole has over
30 years of legal experience. From May 2004 until March 2008 he was with TXU Corp., serving last as executive vice president –
legal, and general counsel. Prior to joining TXU, Mr. Poole spent 16 years with Hunton & Williams LLP and its predecessor, where
he was a partner and last served as the managing partner of the Dallas office. Mr. Poole graduated from Texas Tech University with a
B.S. in Petroleum Engineering and received a J.D. magna cum laude from Texas Tech University School of Law.
Mark S. Scucchi, senior vice president – chief financial officer. Mr. Scucchi was named senior vice president – chief financial
officer in 2018. Mr. Scucchi joined Range in 2008. Previously, Mr. Scucchi served as vice president – finance & treasurer. Prior to
joining Range, Mr. Scucchi was with JPMorgan Securities providing commercial and investment banking services to small and mid-
cap technology companies. Before joining JPMorgan Securities, Mr. Scucchi spent a number of years at Ernst & Young LLP in the
audit practice. Mr. Scucchi earned a Bachelor of Science in Business Administration from Georgetown University and a Master of
Science in Accountancy from the University of Notre Dame. Mr. Scucchi is a CFA Charterholder and a licensed certified public
accountant in the state of Texas.
15
Competition
Competition exists in all sectors of the oil and gas industry and in particular, we encounter substantial competition in developing
and acquiring natural gas and oil properties, securing and retaining personnel, conducting drilling and field operations and marketing
production. Competitors in exploration, development, acquisitions and production include the major oil and gas companies as well as
numerous independent oil and gas companies, individual proprietors and others. Although our sizable acreage position and core area
concentration provide some competitive advantages, many competitors have financial and other resources substantially exceeding
ours. Therefore, competitors may be able to pay more for desirable leases and evaluate, bid for and purchase a greater number of
properties or prospects than our financial or personnel resources allow. We face competition for pipeline and other services to
transport our product to markets, particularly in the Northeastern portion of the United States. Competitive advantage is gained in the
oil and gas exploration and development industry by employing well-trained and experienced personnel who make prudent capital
investment decisions based on management direction, embrace technological innovation and are focused on price and cost
management. We have a team of dedicated employees who represent the professional disciplines and sciences that we believe are
necessary to allow us to maximize the long-term profitability and net asset value inherent in our physical assets. For more information,
see Item 1A. Risk Factors.
Marketing and Customers
We market the majority of our natural gas, NGLs, crude oil and condensate production from the properties we operate for our
interest, and that of the other working interest owners. We pay our royalty owners from the sales attributable to our working interest.
Natural gas, NGLs and oil purchasers are selected on the basis of price, credit quality and service reliability. For a summary of
purchasers of our natural gas, NGLs and oil production that accounted for 10% or more of consolidated revenue, see Note 2 to our
consolidated financial statements. Because alternative purchasers of natural gas and oil are usually readily available, we believe that
the loss of any of these purchasers would not have a material adverse effect on our operations. Production from our properties is
marketed using methods that are consistent with industry practice. Sales prices for natural gas, NGLs and oil production are negotiated
based on factors normally considered in the industry, such as index or spot price, distance from the well to the pipeline, commodity
quality and prevailing supply and demand conditions. Our natural gas production is sold to utilities, marketing and midstream
companies and industrial users. Our NGLs production is typically sold to petrochemical end users (both domestically and
internationally) and, to a lesser extent, NGLs distributors and natural gas processors. Our oil and condensate production is sold to
crude oil processors, transporters and refining and marketing companies in the area.
We enter into derivative transactions with unaffiliated third parties for a varying portion of our production to achieve more
predictable cash flows and to reduce our exposure to short-term fluctuations in natural gas, NGLs and oil prices. For a more detailed
discussion, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.
We incur gathering and transportation expense to move our production from the wellhead, tanks and processing plants to
purchaser-specified delivery points. These expenses vary and are primarily based on volume, distance shipped and the fee charged by
the third-party gatherers and transporters. We also have contracts based on percent of proceeds. Transportation capacity on these
gathering and transportation systems and pipelines is occasionally constrained. Our Appalachian production is transported on third-
party pipelines on which, in most cases, we hold long-term contractual capacity. We attempt to balance sales, storage and
transportation positions, which can include purchase of commodities from third parties for resale, to satisfy transportation
commitments. In Louisiana, we sell substantially all of our production, which is transported on third-party pipelines, to a variety of
purchasers. We also have entered into gas processing agreements that have volumetric requirements.
We have not experienced significant difficulty to date in finding a market for all of our production as it becomes available or in
transporting our production to those markets; however, there is no assurance that we will always be able to transport and market all of
our production or obtain favorable prices.
We have entered into several ethane agreements to sell or transport ethane from our Marcellus Shale area. Initial deliveries
commenced in late 2013 and deliveries under our most recent agreement began in early 2017. For more information, see Item 1A.
Risk Factors – Our business depends on natural gas and oil transportation and NGLs processing facilities, most of which are owned
by others and we rely on our ability to contract with those parties.
Seasonal Nature of Business
Generally, but not always, the demand for natural gas and propane decreases during the spring and fall months and increases
during the winter months and, in some areas, also increases during the summer months. Seasonal anomalies such as mild winters or
hot summers also may impact this demand. In addition, pipelines, utilities, local distribution companies and industrial end-users utilize
natural gas storage facilities and purchase some of their anticipated winter requirements during the summer. This can also impact the
seasonality of demand.
16
Markets
Our ability to produce and market natural gas, NGLs and oil profitably depends on numerous factors beyond our control. The
effect of these factors cannot be accurately predicted or anticipated. Although we cannot predict the occurrence of events that may
affect commodity prices or the degree to which commodity prices will be affected, the prices for any commodity that we produce will
generally approximate current market prices in the geographic region of the production.
Governmental Regulation
Enterprises that sell securities in public markets are subject to regulatory oversight by federal agencies such as the SEC. The
NYSE, a private stock exchange, also requires us to comply with listing requirements for our common stock. This regulatory oversight
imposes on us the responsibility for establishing and maintaining disclosure controls and procedures and internal controls over
financial reporting, and ensuring that the financial statements and other information included in submissions to the SEC do not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made in such submissions not
misleading. Failure to comply with the NYSE listing rules and regulations of the SEC could subject us to litigation from public or
private plaintiffs. Failure to comply with the rules of the NYSE could result in the de-listing of our common stock, which could have
an adverse effect on the market price of our common stock. Compliance with some of these rules and regulations is costly and
regulations are subject to change or reinterpretation.
Exploration and development and the production and sale of oil and gas are subject to extensive federal, state and local
regulations, mandates and trade agreements. Governmental policies affecting the energy industry, such as taxes, tariffs, duties, price
controls, subsidies, incentives, foreign exchange rates and import and export restrictions, can influence the viability and volume of
production of certain commodities, the volume and types of imports and exports, whether unprocessed or processed commodity
products are traded, and industry profitability. For example, the decision of the United States government to impose tariffs on certain
Chinese imports and the resulting retaliation by the Chinese government imposing a twenty-five percent tariff on United States’
liquefied natural gas exports have disrupted certain aspects of the energy market. Despite a new trade agreement with China
announced in January 2020, China’s twenty-five percent tariff on imports of United States liquified natural gas are expected to remain
in place for now, but eventually could be eased if ongoing discussions progress to a second phase agreement. Disruption and
uncertainty of this sort can affect the price of oil and natural gas and may cause us to change our plans for exploration and production
levels. An overview of relevant federal, state and local regulations is set forth below. We believe we are in substantial compliance
with currently applicable laws and regulations, and the continued substantial compliance with existing requirements will not have a
material adverse effect on our financial position, cash flows or results of operations. However, current regulatory requirements may
change, currently unforeseen environmental incidents may occur, or past non-compliance with environmental laws or regulations may
be discovered. See Item 1A. Risk Factors – The natural gas and oil industry is subject to extensive regulation. We do not believe we
are affected differently by these regulations than others in the industry.
General Overview. Our oil and gas operations are subject to various federal, state and local laws and regulations. Generally
speaking, these regulations relate to matters that include, but are not limited to:
leases;
acquisition of seismic data;
location of wells, pads, roads, impoundments, facilities, rights of way;
size of drilling and spacing units or proration units;
number of wells that may be drilled in a unit;
unitization or pooling of oil and gas properties;
drilling, casing and completion of wells;
issuance of permits in connection with exploration, drilling, production, gathering, processing and
transportation;
well production, maintenance, operations and security;
spill prevention and containment plans;
emissions permitting or limitations;
protection of endangered species;
use, transportation, storage and disposal of hazardous waste, fluids and materials incidental to oil and gas
operations;
surface usage and the restoration of properties upon which wells have been drilled;
17
calculation and disbursement of royalty payments and production taxes;
plugging and abandoning of wells;
hydraulic fracturing;
water withdrawal;
operation of underground injection wells to dispose of produced water and other liquids;
the marketing of production;
transportation of production; and
health and safety of employees and contract service providers.
In August 2005, the United States Congress (“Congress”) enacted the Energy Policy Act of 2005 (“EPAct 2005”). Among other
matters, EPAct 2005 amends the Natural Gas Act (“NGA”) to make it unlawful for “any entity,” including otherwise non-
jurisdictional producers such as Range, to use any deceptive or manipulative device or contrivance in connection with the purchase or
sale of natural gas or the purchase or sale of transportation services subject to regulation by the Federal Energy Regulatory
Commission (the “FERC”), in contravention of rules prescribed by the FERC. In January 2006, the FERC issued rules implementing
this provision. The rules make it unlawful in connection with the purchase or sale of natural gas subject to the jurisdiction of the
FERC, or the purchase or sale of transportation services subject to the jurisdiction of the FERC, for any entity, directly or indirectly, to
use or employ any device, scheme or artifice to defraud; to make any untrue statement of material fact or omit any such statement
necessary to make the statements not misleading; or to engage in any act or practice that operates as a fraud or deceit upon any person.
EPAct 2005 also gives the FERC authority to impose civil penalties for violations of the NGA. On January 2, 2020, FERC issued a
final rule increasing the maximum civil penalty for violations of the NGA from $1,291,894 per day per violation to $1,269,500 per
day per violation to account for inflation pursuant to the Federal Civil Penalties Inflation Adjustment Improvement Act of 2015. The
anti-manipulation rule does not apply to activities that relate only to intrastate or other non-jurisdictional sales or gathering, but does
apply to activities or otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” gas sales,
purchases or transportation subject to the FERC’s jurisdiction which includes the reporting requirements under Order 704 (as defined
and described below). Therefore, EPAct 2005 was a significant expansion of the FERC’s enforcement authority. Range has not been
affected differently than any other producer of natural gas by this act. Failure to comply with applicable laws and regulations with
respect to EPAct 2005 could result in substantial penalties and the regulatory burden on the industry increases the cost of doing
business and affects profitability. Although we believe we are in substantial compliance with all applicable laws and regulations with
respect to EPAct 2005, such laws and regulations are frequently amended or reinterpreted. Therefore, we are unable to predict the
future costs or impact of compliance. Additional proposals and proceedings that affect the oil and natural gas industry are regularly
considered by Congress, the states, the FERC, other federal regulatory entities and the courts. We cannot predict when or whether any
such proposals may become effective.
In December 2007, the FERC issued a final rule on the annual natural gas transaction reporting requirements, as amended by
subsequent orders on rehearing (“Order 704”). Under Order 704, wholesale buyers and sellers of more than 2.2 million MMBtus of
physical natural gas in the previous calendar year, including natural gas gatherers and marketers, are required to report to the FERC,
on May 1 of each year, aggregate volumes of natural gas purchased or sold at wholesale in the prior calendar year to the extent such
transactions utilize, contribute to, or may contribute to the formation of price indices. It is the responsibility of the reporting entity to
determine which individual transactions should be reported based on the guidance of Order 704. Order 704 also requires market
participants to indicate whether they report prices to any index publishers and, if so, whether their reporting complies with the FERC’s
policy statement on price reporting.
Intrastate gas pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate gas
pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate gas pipeline rates, varies from state to state.
Additional proposals and proceedings that might affect the gas industry are considered from time to time by Congress, FERC, state
regulatory bodies and the courts. We cannot predict when or if any such proposals might become effective or their impact, if any, on
our operations. We believe that the regulation of intrastate gas pipeline transportation rates will not affect our operations in any way
that is materially different from its effects on similarly situated competitors.
Natural gas processing. We depend on gas processing operations owned and operated by third parties. There can be no
assurance that these processing operations will continue to be unregulated in the future. However, although the processing facilities
may not be directly related, other laws and regulations may affect the availability of gas for processing, such as state regulation of
production rates and maximum daily production allowable from gas wells, which could impact our processing.
Gas gathering. Section 1(b) of the NGA exempts gas gathering facilities from FERC jurisdiction. We believe that our gathering
facilities meet the tests FERC has traditionally used to establish a pipeline system’s status as a non-jurisdictional gatherer. There is,
however, no bright-line test for determining the jurisdictional status of pipeline facilities. Moreover, the distinction between FERC-
regulated transmission services and federally unregulated gathering services is the subject of litigation from time to time, so the
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classification and regulation of some of our gathering facilities may be subject to change based on future determinations by the FERC
and the courts. Thus, we cannot guarantee that the jurisdictional status of our gas gathering facilities will remain unchanged.
While we own or operate some gas gathering facilities, we also depend on gathering facilities owned and operated by third
parties to gather from our properties, and therefore we are affected by the rates charged by these third parties for gathering services.
To the extent that changes in federal or state regulations affect the rates charged for gathering services at any of these third-party
facilities, we may also be affected by these changes. We do not anticipate that we would be affected differently than similarly situated
gas producers.
Regulation of transportation and sale of oil and NGLs. Intrastate liquids pipeline transportation rates, terms and conditions are
subject to regulation by numerous federal, state and local authorities and, in a number of instances, the ability to transport and sell
such products on interstate pipelines is dependent on pipelines that are also subject to FERC jurisdiction under the Interstate
Commerce Act (the “ICA”). We do not believe these regulations affect us differently than other producers.
The ICA requires that pipelines maintain a tariff on file with the FERC. The tariff sets forth the established rates as well as the
rules and regulations governing the service. The ICA requires, among other things, that rates and terms and conditions of service on
interstate common carrier pipelines be “just and reasonable.” Such pipelines must also provide jurisdictional service in a manner that
is not unduly discriminatory or unduly preferential. Shippers have the power to challenge new and existing rates and terms and
conditions of service before the FERC.
The FERC currently regulates rates of interstate liquids pipelines, primarily through an annual indexing methodology, under
which pipelines increase or decrease their rates in accordance with an index adjustment specified by the FERC. For the five-year
period beginning in July 2016, the FERC established an annual index adjustment equal to the change in the producer price index for
finished goods plus 1.23 percent. This adjustment is subject to review every five years. Under the FERC’s regulations, a liquids
pipeline can request a rate increase that exceeds the rate obtained through application of the indexing methodology by using a cost-of-
service approach, but only after the pipeline establishes that a substantial divergence exists between the actual costs experienced by
the pipeline and the rates resulting from application of the indexing methodology. Increases in liquids transportation rates may result
in lower revenue and cash flow.
In addition, due to common carrier regulatory obligations of liquids pipelines, capacity must be prorated among shippers in an
equitable manner in the event there are nominations in excess of capacity by current shippers or capacity requests are received from a
new shipper. Therefore, new shippers or increased volume by existing shippers may reduce the capacity available to us. Any
prolonged interruption in the operation or curtailment of available capacity of the pipelines that we rely upon for liquids transportation
could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Environmental and Occupational Health and Safety Matters
Our operations are subject to numerous federal, state and local laws and regulations governing occupational health and safety,
the discharge of materials into the environment or otherwise relating to environmental protection, some of which carry substantial
administrative, civil and criminal penalties for failure to comply. These laws and regulations may include but are not limited to:
the acquisition of a permit before construction commences;
restriction of the types, quantities and concentrations of various substances that can be released into the
environment in connection with drilling, production and transporting through pipelines;
governing the sourcing and disposal of water used in the drilling and completion process;
limiting or prohibiting drilling activities on certain lands lying within wilderness, wetlands, frontier and other
protected areas;
requiring some form of remedial action to prevent or mitigate pollution from existing and former operations
such as plugging abandoned wells or closing earthen impoundments; and
imposing substantial liabilities for pollution resulting from operations or failure to comply with regulatory
filings.
These laws and regulations also may restrict the rate of production. Moreover, changes in environmental laws and regulations
often occur, and any changes that result in more stringent and costly well construction, drilling, water management or completion
activities or more restrictive waste handling, storage, transport, disposal or cleanup requirements for any substances used or produced
in our operations could materially adversely affect our operations and financial position, as well as those of the oil and natural gas
industry in general.
Oil and gas activities have increasingly faced opposition from environmental organizations and, in certain areas, have been,
restricted or banned by governmental authorities in response to concerns regarding the prevention of pollution or the protection of the
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environment. Moreover, some environmental laws and regulations may impose strict liability regardless of fault or knowledge, which
could subject us to liability for conduct that was lawful at the time it occurred or conduct or conditions caused by prior operators or
third parties at sites we currently own or where we have sent wastes for disposal. To the extent future laws or regulations are
implemented or other governmental action is taken that prohibits, restricts or materially increases the costs of drilling, or imposes
environmental protection requirements that result in increased costs to the oil and gas industry in general, our business and financial
results could be adversely affected. The following is a summary of some of the environmental laws to which our operations are
subject.
Comprehensive Environmental Response, Compensation and Liability Act. The Comprehensive Environmental Response,
Compensation and Liability Act, as amended (“CERCLA”), also known as the “Superfund” law and comparable state laws impose
liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be
responsible for the release or threatened release of a “hazardous substance” into the environment. These persons may include owners
or operators of the disposal site or sites where the hazardous substance release occurred and companies that disposed of or arranged
for the disposal of the hazardous substances at the site where the release occurred. Under CERCLA, all of these persons may be
subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment,
for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring
landowners and other third parties, pursuant to environmental statutes, common law or both, to file claims for personal injury and
property damages allegedly caused by the release of hazardous substances or other pollutants into the environment. Although
petroleum, including crude oil and natural gas, is not a “hazardous substance” under CERCLA, at least two courts have ruled that
certain wastes associated with the production of crude oil may be classified as “hazardous substances” under CERCLA and that
releases of such wastes may therefore give rise to liability under CERCLA. While we generate materials in the course of our
operations that may be regulated as hazardous substances, we have not received notification that we may be potentially responsible for
cleanup costs under CERCLA. In addition, certain state laws also regulate the disposal of oil and natural gas wastes. New state and
federal regulatory initiatives that could have a significant adverse impact on us may periodically be proposed and enacted.
Waste handling. We also may incur liability under the Resource Conservation and Recovery Act, as amended (“RCRA”) and
comparable state laws, which impose requirements related to the handling and disposal of non-hazardous solid wastes and hazardous
wastes. Drilling fluids, produced waters, and other wastes associated with the exploration, development or production of crude oil,
natural gas or geothermal energy are currently regulated by the United States Environmental Protection Agency (“EPA”) and state
agencies under RCRA’s less stringent non-hazardous solid waste provisions. It is possible that these solid wastes could in the future be
reclassified as hazardous wastes, whether by amendment of RCRA or adoption of new laws, which could significantly increase our
costs to manage and dispose of such wastes. Moreover, ordinary industrial wastes, such as paint wastes, waste solvents, laboratory
wastes and waste compressor oils, may be regulated as hazardous wastes. Although the costs of managing wastes classified as
hazardous waste may be significant, we do not expect to experience more burdensome costs than similarly situated companies in our
industry. In December 2016, the EPA agreed in a consent decree to review its regulation of oil and gas waste. As a result, on April 23,
2019 the EPA decided to retain its current position on the regulation of oil and gas waste pursuant to RCRA. Nevertheless, any future
changes in the laws and regulations could have a material adverse effect on our capital expenditures and operating expenses.
We currently own or lease, and have in the past owned or leased, properties that have been used for many years for the
exploration and production of crude oil and natural gas. Petroleum hydrocarbons or wastes may have been disposed of or released on
or under the properties owned or leased by us, or on or under other locations where such materials have been taken for disposal. In
addition, some of these properties have been operated by third parties whose treatment and disposal or release of petroleum
hydrocarbons and wastes was not under our control. These properties and the materials disposed or released on them may be subject to
CERCLA, RCRA and comparable state laws and regulations. Under such laws and regulations, we could be required to remove or
remediate previously disposed wastes or property contamination, or to perform remedial activities to prevent future contamination.
Water discharges and use. The Federal Water Pollution Control Act, as amended (the “CWA”), and comparable state laws
impose restrictions and strict controls regarding the discharge of pollutants, including produced waters and other oil and natural gas
wastes, into federal and state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the
terms of a permit issued by the EPA or the state. These laws also prohibit the discharge of dredge and fill material in regulated waters,
including wetlands, unless authorized by permit. These laws and any implementing regulations provide for administrative, civil and
criminal penalties for any unauthorized discharges of oil and other substances in reportable quantities and may impose substantial
potential liability for the costs of removal, remediation and damages. Pursuant to these laws and regulations, we may be required to
obtain and maintain approvals or permits for the discharge of wastewater or storm water and are required to develop and implement
spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” in connection with on-site storage of greater than
threshold quantities of oil. We regularly review our natural gas and oil properties to determine the need for new or updated SPCC
plans and, where necessary, we will be developing or upgrading such plans, the costs of which are not expected to be substantial.
The Oil Pollution Act of 1990, as amended (“OPA”), contains numerous requirements relating to the prevention of and response
to oil spills into waters of the United States. The OPA subjects owners of facilities to strict, joint and several liability for all
containment and cleanup costs and certain other damages arising from an oil spill, including, but not limited to, the costs of
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responding to a release of oil to surface waters. While we believe we have been in substantial compliance with OPA, noncompliance
could result in varying civil and criminal penalties and liabilities.
The Underground Injection Control Program authorized by the Safe Drinking Water Act prohibits any underground injection
unless authorized by a permit. In connection with our operations, Range may dispose of produced water in underground wells, which
are designed and permitted to place the water into deep geologic formations, isolated from fresh water sources. However, because
some states have become concerned that the disposal of produced water could, under certain circumstances, contribute to seismicity,
they have adopted or are considering adopting additional regulations governing such disposal. For example, in February 2018, the
Oklahoma Corporation Commission, the state’s oil and gas industry regulator, promulgated more stringent injection well regulations
aimed at reducing seismicity in the SCOOP and STACK shale play. Similarly, in February 2019, Ohio lawmakers proposed new
legislation that would specifically ban oil and gas injection wells altogether by prohibiting the injection of brine or other waste
substances resulting from, obtained from or produced in connection with oil or gas drilling exploration or production into an
underground formation. Should similar onerous regulations or bans relating to underground wells be placed in effect in areas where
Range has significant operations, there could be an impact on Range’s ability to operate.
Hydraulic fracturing. Hydraulic fracturing, which has been used by the industry for over 60 years, is an important and common
practice to stimulate production of natural gas and/or oil from dense subsurface rock formations. The hydraulic fracturing process
involves the injection of water, sand and chemicals under pressure into targeted subsurface formations to fracture the surrounding rock
and stimulate production. We routinely apply hydraulic fracturing techniques as part of our operations. This process is typically
regulated by state environmental agencies and oil and natural gas commissions; however, several federal agencies have asserted
regulatory authority over certain aspects of the process. For example, the EPA has issued final Clean Air Act (as defined below)
regulations governing performance standards, including standards for the capture of air emissions released during hydraulic fracturing;
proposed effluent limit guidelines that wastewater from shale gas extraction operations must meet before discharging to a treatment
plant; and issued in May 2014 a prepublication of its Advance Notice of Proposed Rulemaking regarding Toxic Substances Control
Act reporting of the chemical substances and mixtures used in hydraulic fracturing. Additionally, while the Federal Bureau of Land
Management (“BLM”) released a final rule setting forth disclosure requirements and other regulatory mandates for hydraulic
fracturing on federal lands in March 2015, on December 29, 2017, the U.S. Department of Interior rescinded the 2015 rule that would
have set new environmental limitations on hydraulic fracturing, or fracking, on public lands because it believed the 2015 rule imposed
administrative burdens and compliance costs that were not justified. Moreover, from time to time, Congress has considered adopting
legislation intended to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the
hydraulic fracturing process. In addition to any actions by Congress, certain states in which we operate, including Pennsylvania, have
adopted, and other states are considering adopting, regulations imposing or that could impose new or more stringent permitting, public
disclosure or well construction requirements on hydraulic fracturing operations. States could also elect to prohibit hydraulic fracturing
altogether, such as in the states of New York, Vermont and Maryland. Local governments also may seek to adopt ordinances within
their jurisdiction regulating the time, place or manner of drilling activities in general or hydraulic fracturing activities in particular. If
new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we
currently or in the future plan to operate, we may incur additional, more significant, costs to comply with such requirements. As a
result, we could also become subject to additional permitting requirements and experience added delays or curtailment in the pursuit
of exploration, development, or production activities.
In addition, certain government reviews are underway that focus on environmental aspects of hydraulic fracturing practices. In
December 2016, the EPA issued its final report on the potential of hydraulic fracturing to impact drinking water resources through
water withdrawals, spills, fracturing directly into such resources, underground migration of liquids and gases, and inadequate
treatment and discharge of wastewater which did not find evidence that these mechanisms have led to widespread, systematic impacts
on drinking water resources. However, the EPA’s report did identify future efforts that could be taken to further understand the
potential of hydraulic fracturing to impact drinking water resources, including ground water and surface water monitoring in areas
with hydraulically fractured oil and gas production wells. Based on the EPA’s study, existing regulations and our practices, we do not
believe our hydraulic fracturing operations are likely to impact drinking water resources, but the EPA study could result in initiatives
to further regulate hydraulic fracturing under the federal Safe Drinking Water Act or other regulatory mechanisms.
We believe that our hydraulic fracturing activities follow applicable industry practices and legal requirements for groundwater
protection and that our hydraulic fracturing operations have not resulted in material environmental liabilities. We do not maintain
insurance policies intended to provide coverage for losses solely related to hydraulic fracturing operations; however, we believe our
existing insurance policies would cover any alleged third-party bodily injury and property damage caused by hydraulic fracturing
including sudden and accidental pollution coverage.
Air emissions. The Clean Air Act of 1963 (as amended, the “Clean Air Act”), and comparable state laws restrict the emission of
air pollutants from many sources, including compressor stations. These laws and any implementing regulations may require us to
obtain pre-approval for the construction or modification of certain projects or facilities expected to produce air emissions, impose
stringent air permit requirements, or use specific equipment or technologies to control emissions. We may be required to incur certain
capital expenditures in the next few years for air pollution control equipment in connection with maintaining or obtaining operating
permits and approvals for emissions of pollutants. For example, pursuant to then President Obama’s Strategy to Reduce Methane
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Emissions in August 2015, the EPA proposed new regulations that would set methane emission standards for new and modified oil
and natural gas production and natural gas processing and transmission facilities as part of the Obama Administration’s efforts to
reduce methane emissions from the oil and natural gas sector by up to 45 percent from 2012 levels by 2025. The EPA finalized these
new regulations on June 3, 2016 to be effective August 2, 2016; however, on June 12, 2017, the EPA announced a proposed two-year
stay on these fugitive emissions standards “while the agency reconsiders them.” On September 24, 2019, the EPA determined in a
proposed rule that some of the requirements under the 2016 regulations and other prior rules, are inappropriate because they affect
sources that are not appropriately identified as part of the regulated source category and are unnecessary because they impose
redundant requirements. As a result, the EPA proposed to rescind the inappropriate and redundant requirements while maintaining
health and environmental protections from appropriately identified emission sources within the regulated source category. The date
when and if these standards may become implemented and exactly what they will require is still not known. In another example, in
October 2015, the EPA enacted a final rule that revised the National Ambient Air Quality Standard for ozone to 70 parts per billion for
both the 8-hour primary and secondary standards. Also, in June 2018, the Pennsylvania Department of Environmental Protection
(“PDEP”) adopted heightened permitting conditions for all newly permitted or modified natural gas compressor stations, processing
plants and transmission stations constructed, modified, or operated in Pennsylvania in an effort to regulate emissions of the GHG
methane at such sites. In furtherance of the PDEP’s mission to regulate methane emissions, in December 2019, the PDEP proposed a
plan to regulate emissions of volatile organic compounds (including methane) at existing well sites and compressor stations, which,
among other obligations, would require natural gas operators to perform quarterly leak detection and remediation. The proposed plan
will be reviewed by the Pennsylvania office of the Attorney General followed by a sixty day comment period that is expected to begin
in January 2020. Since this proposed plan is not final, the impact on us is uncertain at this time. Compliance with these or any similar
subsequently enacted regulatory initiatives could directly impact us by requiring installation of new emission controls on some of our
equipment, resulting in longer permitting timelines, and significantly increasing our capital expenditures and operating costs, which
could adversely impact our business.
Climate change. In 2009, the EPA published its findings that emissions of carbon dioxide, methane and other greenhouse gases
(“GHGs”) present a danger to public health and the environment because emissions of such gases are, according to the EPA,
contributing to warming of the Earth’s atmosphere and other climatic conditions. Based on these findings, the EPA adopted
regulations under the existing Clean Air Act establishing Title V and Prevention of Significant Deterioration (“PSD”) permitting
reviews for GHG emissions from certain large stationary sources that already are potential major sources of certain principal, or
criteria, pollutant emissions. We could become subject to these Title V and PSD permitting reviews and be required to install “best
available control technology” to limit emissions of GHGs from any new or significantly modified facilities that we may seek to
construct in the future if such facilities emitted volumes of GHGs in excess of threshold permitting levels. The EPA has also adopted
rules requiring the reporting of GHG emissions from specified emission sources in the United States on an annual basis, including
certain oil and natural gas production facilities, which include several of our facilities. We believe that our monitoring activities and
reporting are in substantial compliance with applicable obligations.
Congress has from time to time considered legislation to reduce emissions of GHGs and there have been a number of federal
regulatory initiatives to address GHG emissions in recent years, such as the establishing of Title V and PSD permitting reviews for
GHG emissions, as described in more detail above. Additionally, a number of state and regional efforts have emerged that are aimed at
tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions,
such as electric power plants, to acquire and surrender emission allowances in return for emitting those GHGs.
Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG
emissions would impact our business, any such future federal or state laws and regulations, or international compacts could require us
to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emission allowances or
comply with new regulatory or reporting requirements. On an international level, the United States was one of almost 200 nations that,
in December 2015, agreed to an international climate change agreement in Paris, France that calls for countries to set their own GHG
emissions targets and be transparent about the measures each country will use to achieve its GHG emissions targets, which agreement
formally entered into force on November 4, 2016. While the United States formally accepted that agreement in September 2016, on
June 1, 2017, President Trump determined to withdraw the United States from the Paris Agreement. Under the terms of the Paris
Agreement, the earliest possible effective date for withdrawal by the United States is November 4, 2020, four years after the
agreement came into effect. On November 4, 2019, the United States gave formal notice of its intent to withdraw from the Paris
Agreement on November 4, 2020. The United States’ adherence to the exit process is uncertain and the terms on which the United
States may re-enter the Paris Agreement or a separately negotiated agreement are unclear at this time. As a result of this uncertainty, it
is not possible to determine how the Paris Agreement or any separately negotiated agreement could impact us.
Any legislation or regulatory programs to address GHG emissions in light of the planned withdrawal of the Paris Agreement
could also increase the cost of consumption, and thereby could reduce demand for the oil and natural gas that we produce. However,
President Trump has taken certain actions since taking office that have begun to establish a national policy in favor of energy
independence and economic growth. For example, on March 28, 2017, President Trump issued an Executive Order for the purpose of
facilitating the development of United States energy resources and reducing unnecessary regulatory burdens associated with the
development of those resources. Through the Executive Order, President Trump has directed agencies to review existing regulations
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that potentially burden the development of domestic energy resources, and appropriately suspend, revise, or rescind regulations that
unduly burden the development of United States energy resources beyond what is necessary to protect the public interest or otherwise
comply with the law. Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the
Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of
storms, droughts and floods and other climatic events. If any such effects were to occur, they could have an adverse effect on our
financial condition and results of operations.
Activities on federal lands. Oil and natural gas exploration, development and production activities on federal lands, including
Indian lands and lands administered by the BLM, are subject to the National Environmental Policy Act, as amended (“NEPA”). NEPA
requires federal agencies, including the BLM, to evaluate major agency actions having the potential to significantly impact the
environment. In the course of such evaluations, an agency will prepare an environmental assessment that assesses the potential direct,
indirect and cumulative impacts of a proposed project and, if necessary, will prepare a more detailed Environmental Impact Statement
that may be made available for public review and comment. However, on January 9, 2020, President Trump announced proposed
significant changes to NEPA aimed at easing regulatory restrictions that impeded infrastructure development. For example, the
changes to NEPA, if adopted, would create a new category of federal projects described as having “minimal federal funding or
involvement” and allow such projects to proceed without any environmental assessment. In addition, President Trump’s proposed
changes would also eliminate the need to consider the “cumulative impacts” of projects, which courts have said includes analyzing the
global warming consequences of emitting additional GHGs. Finally, the proposed changes would establish hard deadlines of one year
to complete environmental assessments on smaller projects and two years on larger projects. Currently, we have minimal exploration
and production activities on federal lands. However, for those current activities as well as for future or proposed exploration and
development plans on federal lands, we will be required to obtain governmental permits or authorizations that are subject to the
requirements of NEPA. This process has the potential to delay or limit, or increase the cost of, the development of oil and natural gas
projects. Authorizations under NEPA are also subject to protest, appeal or litigation, any or all of which may delay or halt projects.
Endangered species. The federal Endangered Species Act of 1973, as amended (the “ESA”), restricts activities that may affect
endangered and threatened species or their habitats. If endangered species are located in an area where we wish to conduct seismic
surveys, development activities or abandonment operations, or are located in an area where new pipelines are planned, the work could
be prohibited or delayed or expensive mitigation may be required. Moreover, the designation of previously unidentified endangered or
threatened species could cause us to incur additional costs or become subject to operating restrictions or bans in the affected areas. As
a result of a settlement approved by the U.S. District Court for the District of Columbia in September 2011, the U.S. Fish and Wildlife
Service (“FWS”) was required to make a determination on the listing of numerous species as endangered or threatened under the
Endangered Species Act prior to the completion of the agency’s 2017 fiscal year. For example, while the lesser prairie chicken is not
currently designated as threatened or endangered, in November 2016 the FWS issued its 90-day findings in response to a petition to
reclassify the lesser prairie chicken under the ESA. In those findings, FWS found that the petition presented substantial information
that the petitioned action may be warranted, prompting a thorough status review. FWS has agreed to make a determination about the
lesser prairie chicken’s status as threatened or endangered on or before May 26, 2021, although we cannot predict the outcome of this
review process. The designation of currently unprotected species, including the lesser prairie chicken, as threatened or endangered in
areas where we operate could cause us to incur increased costs arising from species protection measures or could result in limitations
on our exploration and production activities that could have an adverse impact on our ability to develop and produce reserves.
The Migratory Bird Treaty Act (“MBTA”) implements various treaties and conventions between the United States and certain
other nations for the protection of migratory birds. In accordance with this law, the taking, killing or possessing of migratory birds
covered under this act is unlawful without a permit. While the U.S. Department of Interior stated in a solicitor’s opinion that it will no
longer prosecute oil and gas, wind and solar operators that accidentally kill birds, in June 2019, a discussion draft of the Migratory
Bird Protection Act of 2019 was proposed in a subcommittee meeting of the U.S. House of Representatives reaffirming the imposition
of strict liability for the incidental killing of migratory birds as a result of commercial activity, including oil and gas operations. If
there is the potential to adversely affect migratory birds as a result of our operations, we may be required to obtain necessary permits
to conduct those operations, which may result in specified operating restrictions on a temporary, seasonal, or permanent basis in
affected areas and an adverse impact on our ability to develop and produce our reserves.
We believe we are in substantial compliance with currently applicable environmental laws and regulations. Although we have
not experienced any material adverse effect from compliance with environmental requirements, there is no assurance that this will
continue. We did not have any material capital or other non-recurring expenditures in connection with complying with environmental
laws or environmental remediation matters in 2019, nor do we anticipate that such expenditures will be material in 2020. However, we
regularly incur expenditures to comply with environmental laws and we anticipate those costs will continue to be incurred in the
future.
Occupational health and safety. We are also subject to the requirements of the federal Occupational Safety and Health Act, as
amended (“OSHA”), and comparable state laws that regulate the protection of the health and safety of employees. In addition,
OSHA’s hazard communication standard requires that information be maintained about hazardous materials used or produced in our
operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our
operations are in substantial compliance with the OSHA requirements.
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The terms defined in this glossary are used in this report.
GLOSSARY OF CERTAIN DEFINED TERMS
bbl. One stock tank barrel, or 42 U.S. gallons liquid volumes, used herein in reference to crude oil or other liquid hydrocarbons.
bcf. One billion cubic feet of gas.
bcfe. One billion cubic feet of natural gas equivalents, based on a ratio of 6 mcf for each barrel of oil or NGLs, which reflects relative
energy content.
btu. One British thermal unit, an energy equivalence measure. A British thermal unit is the heat required to raise the temperature of
one pound of water from 58.5 to 59.5 degrees Fahrenheit.
Development well. A well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known
to be productive.
Dry hole. A well found to be incapable of producing oil or natural gas in sufficient economic quantities.
Exploratory well. A well drilled to find oil or gas in an unproved area, to find a new reservoir in an existing field previously found to
be productive of oil and gas in another reservoir or to extend a known reservoir.
Gross acres or gross wells. The total acres or wells, as the case may be, in which a working interest is owned.
Henry Hub price. A natural gas benchmark price quoted at settlement date average.
mbbl. One thousand barrels of crude oil or other liquid hydrocarbons.
mcf. One thousand cubic feet of gas.
mcf per day. One thousand cubic feet of gas per day.
mcfe. One thousand cubic feet of natural gas equivalents, based on a ratio of 6 mcf for each barrel of oil or NGLs, which reflects
relative energy content.
mmbbl. One million barrels of crude oil or other liquid hydrocarbons.
mmbtu. One million British thermal units.
mmcf. One million cubic feet of gas.
mmcfe. One million cubic feet of gas equivalents.
NGLs. Natural gas liquids, which are naturally occurring substances found in natural gas, including ethane, butane, isobutane, propane
and natural gasoline that can be collectively removed from produced natural gas, separated into these substances and sold.
Net acres or Net wells. The sum of the fractional working interests owned in gross acres or gross wells.
NYMEX. New York Mercantile Exchange.
Present Value (PV). The present value of future net cash flows, using a 10% discount rate, from estimated proved reserves, using
constant prices and costs in effect on the date of the report (unless such prices or costs are subject to change pursuant to contractual
provisions). The after tax present value is the Standardized Measure.
Productive well. A well that is producing oil or gas or that is capable of production.
Proved developed non-producing reserves. Reserves that consist of (i) proved reserves from wells which have been completed and
tested but are not producing due to lack of market or minor completion problems which are expected to be corrected and (ii) proved
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reserves currently behind the pipe in existing wells and which are expected to be productive due to both the well log characteristics
and analogous production in the immediate vicinity of the wells.
Proved developed reserves. Proved reserves that can be expected to be recovered (i) through existing wells with existing equipment
and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well and
(ii) through installed extracting equipment and infrastructure operational at the time of the reserve estimate if the extraction is by
means not involving a well.
Proved reserves. The quantities of crude oil, natural gas and NGLs that geological and engineering data can estimate with reasonable
certainty to be economically producible within a reasonable time from known reservoirs under existing economic, operating and
regulatory conditions prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal
is reasonably certain.
Proved undeveloped reserves. Proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing
wells where a relatively major expenditure is required for recompletion.
Recompletion. The completion for production of an existing well bore in another formation from that in which the well has been
previously completed.
Reserve life index. Proved reserves at a point in time divided by the then production rate (annually or quarterly).
Royalty acreage. Acreage represented by a fee mineral or royalty interest which entitles the owner to receive free and clear of all
production costs a specified portion of the oil and gas produced or a specified portion of the value of such production.
Royalty interest. An interest in an oil and gas property entitling the owner to a share of oil and natural gas production free of costs of
production.
Standardized Measure. The present value, discounted at 10%, of future net cash flows from estimated proved reserves after income
taxes, calculated holding prices and costs constant at amounts in effect on the date of the report (unless such prices or costs are subject
to change pursuant to contractual provisions) and otherwise in accordance with the Commission’s rules for inclusion of oil and gas
reserve information in financial statements filed with the Commission.
tcfe. One trillion cubic feet of natural gas equivalents, with one barrel of NGLs or crude oil being equivalent to 6,000 cubic feet of
natural gas.
Unproved properties. Properties with no proved reserves.
Working interest. The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property
and a share of production, subject to all royalties, overriding royalties and other burdens, and to all costs of exploration, development
and operations, and all risks in connection therewith.
Unconventional play. A term used in the oil and gas industry to refer to a play in which the targeted reservoirs generally fall into one
of three categories: (1) tight sands, (2) coal beds or (3) shales. The reservoirs tend to cover large areas and lack the readily apparent
traps, seals and discrete hydrocarbon-water boundaries that typically define conventional reservoirs. These reservoirs generally require
fracture stimulation or other special recovery processes in order to achieve economic flow rates.
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ITEM 1A. RISK FACTORS
We are subject to various risks and uncertainties in the course of our business. The following summarizes the known material
risks and uncertainties that may adversely affect our business, financial condition or results of operations. When considering an
investment in our securities, you should carefully consider the risk factors included below as well as those matters referenced in
foregoing pages under “Disclosures Regarding Forward-Looking Statements” and other information included and incorporated by
reference into this Annual Report on Form 10-K. These risks are not the only risks we face. Our business could also be impacted by
additional risks and uncertainties not currently known to us or that we currently deem to be immaterial.
Risks Related to Our Business
Volatility of natural gas, NGLs and oil prices significantly affects our cash flow and capital resources and could hamper our
ability to operate economically. Natural gas, NGLs and oil prices are volatile, and a decline in prices adversely affects our
profitability and financial condition. The oil and gas industry is typically cyclical and we expect the volatility to continue. Between
2016 and 2019, the average NYMEX monthly settlement price of natural gas has been as high as $4.72 per Mmbtu and as low as
$1.71 per Mmbtu. During that same time frame, the average NYMEX monthly oil settlement price was as high as $70.76 per barrel
and as low as $30.62 per barrel. Over the past few months, natural gas and oil prices have continued their volatility with the average
NYMEX monthly settlement price for natural gas for February 2020 decreasing to $1.88 per Mmbtu and the monthly settlement for
crude oil decreasing to $57.53 per barrel in January 2020. NGLs have also suffered recent declines in realized prices. NGLs are made
up of ethane, propane, isobutane, normal butane and natural gasoline, all of which have different uses and different pricing
characteristics, which adds further volatility to the pricing of NGLs. A further or extended decline in commodity prices could
materially and adversely affect our business, cash flow, financial condition and results of operations. Natural gas prices are likely to
affect us more than oil prices because approximately 67% of our proved reserves were natural gas as of December 31, 2019.
Natural gas, NGLs and oil prices fluctuate in response to changes in supply and demand, market uncertainty and other factors
that are beyond our control. Long-term supply and demand for natural gas, NGLs and oil is uncertain and subject to a myriad of
factors such as:
events that impact domestic and foreign supply of, and demand for, natural gas, NGLs and oil, including impacts
from global health pandemics and related concerns;
domestic and world-wide economic conditions;
the level and effect of trading in commodity futures markets, including commodity price speculators and others;
weather conditions;
technological advances affecting energy consumption and production;
the price and level of foreign imports;
U.S. domestic and worldwide economic conditions;
the availability, proximity and capacity of transportation facilities, processing and storage and refining facilities;
the price and availability of, and demand for, alternative fuels;
the effect of worldwide energy conservation efforts;
the ability of the members of the Organization of Petroleum Exporting Countries and other exporting nations that
work together to agree and maintain oil price and production controls;
expansion of U.S. exports of oil, NGLs and/or liquefied natural gas;
military, economic and political conditions in natural gas and oil producing regions;
the cost of exploring for, developing, producing, transporting and marketing natural gas, NGLs and oil; and
domestic (federal, state and local) and foreign governmental regulations and taxation, including environmental
regulations.
Lower natural gas, NGLs and oil prices may not only decrease our revenues and cash flow on a per unit basis but also may
reduce the amount of natural gas, NGLs and oil that we can economically produce. A reduction in production could result in a
shortfall in expected cash flows and require a reduction in capital spending or additional borrowing. Without the ability to fund capital
expenditures, we would be unable to replace reserves which would negatively affect our future rate of growth. Lower natural gas,
NGLs and oil prices may also result in a reduction in the borrowing base under our bank credit facility, taking into account the value
of our estimated proved reserves, which is adversely affected by declines in natural gas, NGLs and oil prices. The borrowing base
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under our bank credit facility, which is determined by our lenders at their discretion, is subject to redetermination annually by each
May and for event driven unscheduled redeterminations.
Producing natural gas, NGLs and oil may involve unprofitable efforts. As of December 31, 2019, the relationship between the
price of oil and the price of natural gas continues to be at a wide spread. NGLs production is a by-product of natural gas production.
At times, we and other producers may choose to sell natural gas at below cost, or otherwise dispose of natural gas to allow for the
profitable sale of only oil, NGLs and condensate. The prices of NGLs can be unpredictable. For example, over the past four years, the
average Mont Belvieu NGL composite price has been as high as $0.87 per gallon and as low as $0.30 per gallon. Such volatility in the
pricing of NGLs complicates such decisions and may materially and adversely affect the profitability of such decisions.
Information concerning our reserves and future net cash flow estimates is uncertain. There are numerous uncertainties
inherent in estimating quantities of proved natural gas and oil reserves and their values, including many factors beyond our control.
Estimates of proved reserves are by their nature uncertain and depend on many assumptions relating to current and further economic
conditions and commodity prices. To the extent we experience a sustained period of reduced commodity prices, there is a risk that a
portion of our proved reserves could be deemed uneconomic and no longer be classified as proved. Although we believe these
estimates are reasonable, actual production, revenues and costs to develop will likely vary from estimates and these variances could be
material.
Reserve estimation is a subjective process that involves estimating volumes to be recovered from underground accumulations of
natural gas and oil that cannot be directly measured. As a result, different petroleum engineers, each using industry-accepted geologic
and engineering practices and scientific methods, may calculate different estimates of reserves and future net cash flows based on the
same available data. Because of the subjective nature of natural gas, NGLs and oil reserve estimates, each of the following items may
differ materially from the amounts or other factors estimated:
the amount and timing of natural gas, NGLs and oil production;
the revenues and costs associated with that production;
the amount and timing of future development expenditures; and
future commodity prices.
The discounted future net cash flows from our proved reserves included in this report should not be considered as the market
value of the reserves attributable to our properties. As required by United States generally accepted accounting principles (“U.S.
GAAP”), the estimated discounted future net revenues from our proved reserves are based on a twelve month average price (first day
of the month) while cost estimates are based on current year-end economic conditions. Actual future prices and costs may be
materially higher or lower. In addition, the ten percent discount factor that is required to be used to calculate discounted future net
cash flows for reporting purposes under U.S. GAAP is not necessarily the most appropriate discount factor based on the cost of capital
in effect from time to time and risks associated with our business and the oil and gas industry in general.
If natural gas, NGLs and oil prices remain depressed or drilling efforts are unsuccessful, we may be required to record write
downs of our proved natural gas and oil properties. We have been required to write down the carrying value of certain of our natural
gas and oil properties in the past and there is a risk that we will be required to take additional write downs in the future. For example,
in fourth quarter 2019, we recorded a $1.1 billion proved property impairment related to our natural gas and oil properties in North
Louisiana. In first quarter 2018, we recorded a $7.3 million proved property impairment in Northern Oklahoma. In third quarter 2017,
we recorded a $63.7 million proved property impairment related to our natural gas and oil properties in the Texas Panhandle and
Northern Oklahoma. These impairments were due to a shift in business strategy employed by management, declines in commodity
prices and the potential sale of certain of these properties. Write downs may occur in the future when natural gas and oil prices are
low, or if we have downward adjustments to our estimated proved reserves, increases in our estimates of operating or development
costs, deterioration in our drilling results or mechanical problems with wells where the cost to redrill or repair is not supported by the
expected economics. Because our reserves are predominately natural gas, changes in natural gas prices have a more significant impact
on our financial results.
Accounting rules require that the carrying value of natural gas and oil properties be periodically reviewed for possible
impairment. Impairment is recognized for the excess of book value over fair value when the book value of a proven property is greater
than the expected undiscounted future net cash flows from that property and on acreage when conditions indicate the carrying value is
not recoverable. We may be required to write down the carrying value of a property based on natural gas and oil prices at the time of
the impairment review, or as a result of continuing evaluation of drilling results, production data, economics, divestiture activity, and
other factors. A write down constitutes a non-cash charge to earnings and does not impact cash or cash flows from operating activities;
however, it reflects our long-term ability to recover an investment, reduces our reported earnings and increases certain leverage ratios.
We evaluate our unproved oil and gas properties for impairment and could be required to recognize non-cash charges in the
earnings of future periods. At December 31, 2019, our unproved natural gas and oil properties carrying value was $868.2 million.
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Our analysis of these costs is affected by the results of exploration activities, commodity price outlooks, potential shifts in business
strategy employed by management, planned future sales or expiration of all or a portion of the leases. Impairment of a significant
portion of our unproved properties is assessed and amortized on an aggregate basis based on our average holding period, expected
forfeiture rate and anticipated drilling success. We have been required to write down the carrying value of our unproved property in
the past and there is a risk that we will be required to take additional write downs in the future. We have recorded abandonment and
impairment expense related to unproved properties of $1.2 billion in 2019 compared to $515.0 million in 2018 and $269.7 million in
2017.
Significant capital expenditures are required to replace our reserves. Our exploration, development and acquisition activities
require substantial capital expenditures. Historically, we have funded our capital expenditures through a combination of cash flow
from operations, our bank credit facility and debt and equity issuances. We have also engaged in asset monetization transactions.
Future cash flows are subject to a number of variables, such as the level of production from existing wells, prices of natural gas, NGLs
and oil and our success in developing and producing new reserves. If our access to capital were limited as a result of various factors,
which could include a decrease in revenues due to lower natural gas, NGLs and oil prices or decreased production or deterioration of
the credit and capital markets, we would have a reduced ability to replace our reserves. We may not be able to incur additional bank
debt, issue debt or equity, engage in asset monetization or access other methods of financing on an economic basis to meet our reserve
replacement requirements.
The amount available for borrowing under our bank credit facility is subject to a borrowing base, which is determined by our
lenders, at their discretion, taking into account our estimated proved reserves and is subject to periodic redeterminations based on
pricing models determined by the lenders at such time. Declines in natural gas, NGLs and oil prices adversely impact the value of our
estimated proved reserves and, in turn, the market values used by our lenders to determine our borrowing base and could result in a
determination to lower our borrowing base. A further or extended decline in commodity prices could materially and adversely affect
our business, financial condition and results of operations.
Our future success depends on our ability to replace reserves that we produce. Because the rate of production from natural gas
and oil properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or
acquire and produce additional natural gas, NGLs and oil reserves. Unless we acquire additional properties containing proved
reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe
zones or secondary recovery reserves, our proved reserves will decline as reserves are produced. Future natural gas, NGLs and oil
production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically
recoverable. We cannot be certain that we will be able to find or acquire and develop additional reserves at an acceptable cost.
We acquire significant amounts of unproved property to further our development efforts. Development and exploratory drilling
and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered.
We acquire both producing and unproved properties as well as lease undeveloped acreage that we believe will enhance growth
potential and increase our earnings over time. However, we cannot be certain that all prospects will be economically viable or that we
will not abandon our initial investments. Additionally, there can be no assurance that unproved property acquired by us or
undeveloped acreage leased by us will be profitably developed, that new wells drilled by us in prospects that we pursue will be
productive or that we will recover all or any portion of our investment in such unproved property or wells. Low commodity prices
may cause us to delay our drilling plans and as a result, we may lose our right to develop the related property.
Drilling is an uncertain and costly activity. The cost of drilling, completing, and operating a well is often uncertain, and many
factors can adversely affect the economics of a well. Our efforts will be uneconomical if we drill dry holes or wells that are productive
but do not produce enough natural gas, NGLs and oil to be commercially viable after drilling, operating and other costs. There is no
way to conclusively know in advance of drilling and testing whether any particular prospect will yield natural gas, NGLs or oil in
commercially viable quantities. Furthermore, our drilling and producing operations may be curtailed, delayed, or canceled as a result
of a variety of factors, including, but not limited to:
increases in the costs, shortages or delivery delays of drilling rigs, equipment, water for hydraulic fracturing
services, labor, or other services;
unexpected operational events and drilling conditions;
reductions in natural gas, NGLs and oil prices;
limitations in the market for natural gas, NGLs and oil;
adverse weather conditions and changes in weather patterns;
facility or equipment malfunctions or operator error;
equipment failures or accidents;
loss of title and other title-related issues;
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pipe or cement failures and casing collapses;
compliance with, or changes in, environmental, tax and other governmental requirements;
environmental hazards, such as natural gas leaks, oil spills, pipeline and tank ruptures, and unauthorized
discharges of toxic gases;
lost or damaged oilfield drilling and service tools;
unusual or unexpected geological formations;
loss of drilling fluid circulation;
pressure or irregularities in formations;
fires;
natural disasters;
surface craterings and explosions;
uncontrollable flows of oil, natural gas or well fluids;
availability and timely issuance of required governmental permits and licenses; and
civil unrest or protest activities.
If any of these factors were to occur, we could lose all or a part of our investment, or we could fail to realize the expected
benefits, either of which could materially and adversely affect our revenue and profitability.
Our operations involve utilizing drilling and completion techniques as developed by us and our service providers. Risks that we
face while drilling horizontal wells include, but are not limited to, the following:
landing the wellbore in the desired drilling zone;
staying in the desired drilling zone while drilling horizontally through the formation;
running casing the entire length of the wellbore; and
being able to run tools and other equipment consistently through the horizontal wellbore.
Risks that we face while completing horizontal wells include, but are not limited to, the following:
the ability to fracture stimulate the planned number of stages;
the ability to run tools the entire length of the wellbore during completion operations; and
the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.
Drilling in emerging areas is more uncertain than drilling in areas that are more developed and have a longer history of
established drilling operations. New discoveries and emerging formations have limited or no production history and, consequently, we
are more limited in assessing future drilling results in these areas. If our drilling results are worse than anticipated, the return on
investment for a particular project may not be as attractive as anticipated and we may recognize non-cash impairment charges to
reduce the carrying value of unproved properties in those areas.
Our identified drilling locations are scheduled out over multiple years, making them susceptible to uncertainties that could
materially alter the occurrence or timing of their drilling. Our management team has specifically identified and scheduled certain
drilling locations as an estimation of our future multi-year drilling activities on our existing acreage. These drilling locations represent
a significant part of our development strategy. Our ability to drill and develop these locations depends on a number of uncertainties,
including natural gas and oil prices, the availability and cost of capital, drilling and production costs, availability of drilling services
and equipment, drilling results, lease expirations, transportation constraints, regulatory and zoning approvals and other factors.
Because of these uncertain factors, we do not know if the numerous drilling locations we have identified will ever be drilled. In
addition, unless production is established within the spacing units covering the undeveloped acres on which some of the drilling
locations are obtained, the leases for such acreage will expire. These risks are greater at times and in areas where the pace of our
exploration and development activity slows. As such, our actual drilling activities may materially differ from those presently
identified. In addition, we will require significant additional capital over a prolonged period in order to pursue the development of
these locations, and we may not be able to raise or generate the capital required to do so. Any drilling activities we are able to conduct
on these locations may not be successful or result in our ability to add additional proved reserves to our overall proved reserves or may
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result in a downward revision of our estimated proved reserves, which could have a material adverse effect on our business and results
of operations.
We may incur losses as a result of title defects in the properties in which we invest. It is our practice in acquiring oil and
natural gas leases or interests not to incur the expense of retaining lawyers to examine the title to the mineral interest. Rather, we rely
upon the judgment of oil and gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate
governmental office before attempting to acquire a lease in a specific mineral interest. The existence of a material title deficiency can
render a lease worthless and can adversely affect our results of operations and financial condition.
Prior to the drilling of an oil or natural gas well, however, it is the normal practice in our industry for the person or company
acting as the operator of the well to obtain a preliminary title review to ensure there are no obvious defects in title to the well.
Frequently, as a result of such examinations, certain curative work must be done to correct defects in the marketability of the title and
such curative work entails expense. Our failure to cure any title defects may delay or prevent us from utilizing the associated mineral
interest, which may adversely impact our ability in the future to increase production and reserves. Additionally, undeveloped acreage
has greater risk of title defects than developed acreage. If there are any title defects or defects in the assignment of leasehold rights in
properties in which we hold an interest, we will suffer a financial loss.
Our producing properties are largely concentrated in the Appalachian Basin, making us vulnerable to risks associated with
operating in a significant geographic area. Our producing properties are geographically concentrated in the Appalachian Basin in
Pennsylvania. At December 31, 2019, 95% of our total estimated proved reserves were attributable to properties located in
Pennsylvania. As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand
factors, delays or interruptions of production from wells in this area caused by governmental regulation, litigation, state politics,
processing or transportation capacity constraints, market limitations, availability of equipment and personnel, water shortages or
interruption of the processing or transportation of crude oil, condensate, natural gas or NGLs.
New technologies may cause our current exploration and drilling methods to become obsolete. There have been rapid and
significant advancements in technology in the natural gas and oil industry, including the introduction of new products and services
using new technologies. As competitors use or develop new technologies, we may be placed at a competitive disadvantage, and
competitive pressures may force us to implement new technologies at a substantial increase in cost. Further, competitors may obtain
patents which might prevent us from implementing new technologies. In addition, competitors may have greater financial, technical
and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new
technologies before we can. One or more of the technologies that we currently use or that we may implement in the future may
become obsolete. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable
to us. If we are unable to maintain technological advancements consistent with industry standards, our results of operations and
financial condition may be adversely affected.
Our indebtedness could limit our ability to successfully operate our business. We are leveraged and our exploration and
development program will require substantial capital resources depending on the level of drilling and the expected cost of services.
Our existing operations will also require ongoing capital expenditures. In addition, if we decide to pursue additional acquisitions, our
capital expenditures may increase, both to complete such acquisitions and to explore and develop any newly acquired properties.
The degree to which we are leveraged could have other important consequences, including the following:
we may be required to dedicate a substantial portion of our cash flows from operations to the payment of our
indebtedness, reducing the funds available for our operations;
a portion of our borrowings is at variable rates of interest, making us vulnerable to increases in interest rates;
we may be more highly leveraged than some of our competitors, which could place us at a competitive
disadvantage;
our degree of leverage may make us more vulnerable to a downturn in our business or the general economy;
we are subject to numerous financial and other restrictive covenants contained in our existing debt agreements,
that restrict our ability to engage in certain activities and could limit our growth, and the breach of such
covenants could materially and adversely impact our financial performance;
our debt level could limit our flexibility to grow the business and plan for, or react to, changes in our business
and the industry in which we operate; and
we may have difficulties borrowing money in the future.
The risks described above may further increase in the event we incur additional debt. In addition to those risks above, we may
not be able to obtain funding on acceptable terms.
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Any failure to meet our debt obligations could harm our business, financial condition and results of operations. We expect
our earnings and cash flow to fluctuate from year to year due to the cyclical nature of our business. If our cash flow and capital
resources are insufficient to fund our debt obligations, we may be forced to sell assets, seek additional equity or restructure our debt.
Our ability to restructure our debt will depend on the condition of the capital markets and our financial condition at such time. Any
restructuring of debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further
restrict our operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In
addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a
reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms. Our cash flow and
capital resources may be insufficient for payment of interest on, and principal of, our debt in the future and any such alternative
measures may be unsuccessful or may not permit us to meet scheduled debt service obligations, which could cause us to default on our
obligations and impair our liquidity.
We receive debt ratings from the major credit rating agencies in the United States. Factors that may impact our credit ratings
include debt levels, planned asset purchases or sales and near-term and long-term growth opportunities. Liquidity, asset quality, cost
structure, product mix and commodity pricing levels are also considered by the rating agencies. A ratings downgrade could adversely
impact our ability to access debt markets in the future, increase the cost of future debt and potentially require us to post letters of credit
or other forms of collateral for certain obligations. Both Moody’s and Standard and Poor’s downgraded our ratings during 2019 as a
result of the natural gas downturn and its effects on our financial results. We cannot provide assurance that our current ratings will
remain in effect for any given period of time or that a rating will not be further downgraded.
As a result of cross-default provisions in our borrowing arrangements, we may be unable to satisfy all of our outstanding
obligations in the event of a default on our part. The terms of our senior indebtedness, including our revolving credit facility, contain
cross-default provisions which provide that we will be in default under such agreements in the event of certain defaults under our
indentures or other loan agreements. Accordingly, should an event of default above certain thresholds occur under any of those
agreements, we face the prospect of being in default under all of our debt agreements, obligated in such instance to satisfy all of our
outstanding indebtedness and unable to satisfy all of our outstanding obligations simultaneously. In such an event, we might not be
able to obtain alternative financing or, if we are able to obtain such financing, we might not be able to obtain it on terms acceptable to
us, which would negatively affect our ability to implement our business plan, make capital expenditures and finance our operations.
We are subject to financing and interest rate exposure risks. Our business and operating results can be harmed by factors such
as the availability, terms of and cost of capital, increases in interest rates or a reduction in our credit rating. These changes could cause
our cost of doing business to increase, limit our ability to pursue acquisition opportunities, reduce cash flow used for drilling and place
us at a competitive disadvantage. For example, at December 31, 2019, approximately 85% of our debt is at fixed interest rates with the
remaining 15% subject to variable interest rates.
In addition, the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by
the end of 2021. The U.S. Federal Reserve has begun publishing a Secured Overnight Funding Rate (“SOFR”), which is intended to
replace U.S. dollar LIBOR plans and alternative reference rates for other currencies have also been announced. At this time, we cannot
predict how markets will respond to these proposed alternative rates or the effect of any changes to or the discontinuation of LIBOR.
If LIBOR is no longer available or if our lenders have increased costs due to changes in LIBOR, we may experience potential
increases in interest rates on our variable rate debt, which could adversely impact our interest expense, results of operations and cash
flows.
Disruptions or volatility in the global finance markets may lead to a contraction in credit availability impacting our ability to
finance our operations. We require continued access to capital. A significant reduction in cash flows from operations or the
availability of credit could materially and adversely affect our ability to achieve our planned growth and operating results. We are
exposed to some credit risk related to our bank credit facility to the extent that one or more of our lenders may be unable to provide
necessary funding to us under our existing revolving line of credit if it experiences liquidity problems.
A financial downturn or negative credit market conditions may have lasting effects on our liquidity, business and financial
condition that we cannot predict. Liquidity is essential to our business. Our liquidity could be substantially negatively affected by an
inability to obtain capital in the long-term or short-term debt markets, or equity capital markets or an inability to access bank
financing. A prolonged credit crisis or turmoil in the domestic or global financial systems could materially affect our liquidity,
business and financial condition. These conditions have adversely impacted financial markets and created substantial volatility and
uncertainty previously and, with the related negative impact on global economic activity and the financial markets, could do so again.
Negative credit market conditions could materially affect our liquidity and may inhibit our lenders from fully funding our bank credit
facility or cause them to make the terms of our bank credit facility costlier and more restrictive. We are subject to annual reviews, as
well as unscheduled reviews, of our borrowing base under our bank credit facility, and we do not know the results of future
redeterminations or the effect of then-current oil and natural gas prices on that process. A weak economic environment could also
adversely affect the collectability of our trade receivables or performance by our suppliers or other third parties whom we contract
with to operate our properties or provide facilities. Additionally, negative economic conditions could lead to reduced demand or lower
prices for natural gas, NGLs and oil, which could have a negative impact on our revenues.
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Derivative transactions may limit our potential gains and involve other risks. The Dodd-Frank Wall Street Reform and
Consumer Protection Act (the “Act”), enacted in July 2010, established federal oversight and regulation of the over-the-counter
derivatives market and entities, including Range, that participate in that market. The Act requires the Commodities Futures Trading
Commission (the “CFTC”) and the SEC to promulgate rules and regulations implementing the Act. Although the CFTC has finalized
certain regulations, others remain to be finalized or implemented and it is not possible at this time to predict when this will be
accomplished.
The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing and the associated rules
will also require us to comply with clearing and trade-execution requirements or take steps to qualify for an exemption to such
requirements in connection with covered derivative activities. The CFTC has not yet proposed rules designating any other classes of
swaps, including physical commodity swaps, for mandatory clearing. Although we qualify for the end-user exception from the
mandatory clearing requirements for swaps entered to hedge our commercial risks, the application of the mandatory clearing and trade
execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we
use for hedging. In addition, the Act requires that regulators establish margin rules for uncleared swaps. Rules that require end-users to
post initial or variation margin could impact our liquidity and reduce cash available to us for capital expenditures, thereby reducing
our ability to execute hedges to reduce risk and protect cash flows.
To manage our exposure to price risk, we currently, and may in the future, enter into derivative arrangements, utilizing
commodity derivatives with respect to a portion of our future production. Such hedges are designed to lock in prices so as to limit
volatility and increase the predictability of cash flow. These transactions limit our potential gains if natural gas, NGLs and oil prices
rise above the price established by the hedge. In addition, derivative transactions may expose us to the risk of financial loss in certain
circumstances, including instances in which:
our production is less than expected;
the counterparties to our futures contracts fail to perform on their contract obligations; or
an event materially impacts natural gas, NGLs or oil prices or the relationship between the hedged price index
and the natural gas or oil sales price.
We cannot be certain that any derivative transaction we may enter into will adequately protect us from declines in the prices of
natural gas, NGLs or oil. Furthermore, where we choose not to engage in derivative transactions in the future, we may be more
adversely affected by changes in natural gas, NGLs or oil prices than our competitors who engage in derivative transactions. Lower
natural gas, NGLs and oil prices may also negatively impact our ability to enter into derivative contracts at favorable prices.
We are exposed to a risk of financial loss if a counterparty fails to perform under a derivative contract. We are unable to predict
sudden changes in a counterparty’s creditworthiness or ability to perform. Even if we do accurately predict sudden changes, our ability
to mitigate the risk may be limited depending upon market conditions. Furthermore, the bankruptcy of one or more of our hedge
providers, or some other similar proceeding or liquidity constraint, might make it unlikely that we would be able to collect all or a
significant portion of amounts owed to us by the distressed entity or entities. During periods of falling commodity prices, our
derivative receivable positions increase, which increases our exposure. If the creditworthiness of our counterparties deteriorates and
results in their nonperformance, we could incur a significant loss.
Many of our current and potential competitors have greater resources than we have and we may not be able to successfully
compete in acquiring, exploring and developing new properties. We face competition in every aspect of our business, including, but
not limited to, acquiring reserves and leases, obtaining goods, services and employees needed to operate and manage our business and
marketing natural gas, NGLs or oil. Competitors include multinational oil companies, independent production companies and
individual producers and operators. Many of our competitors have greater financial and other resources than we do. As a result, these
competitors may be able to address these competitive factors more effectively than we can or withstand industry downturns more
easily than we can. For more discussion regarding competition, see Items 1 & 2. Business and Properties – Competition.
Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are challenging,
and our failure to appropriately allocate capital and resources among our strategic opportunities may adversely affect our
financial condition. Our future growth prospects are dependent upon our ability to identify optimal strategies for investing our capital
resources to produce rates of return. In developing our business plan, we consider allocating capital and other resources to various
aspects of our business including well development (primarily drilling), reserve acquisitions, exploratory activity, corporate items and
other alternatives. We also consider our likely sources of capital, including cash generated from operations and borrowings under our
credit facility. Notwithstanding the determinations made in the development of our business plan, business opportunities not
previously identified periodically come to our attention, including possible acquisitions and dispositions. If we fail to identify optimal
business strategies, or fail to optimize our capital investment and capital raising opportunities and the use of our other resources in
furtherance of our business strategies, our financial condition and future growth may be adversely affected. Moreover, economic or
other circumstances may change from those contemplated by our business plan and our failure to recognize or respond to those
changes may limit our ability to achieve our objectives.
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The natural gas and oil industry is subject to extensive regulation. The natural gas and oil industry is subject to various types
of regulations in the United States by local, state and federal agencies. Legislation affecting the industry is under constant review for
amendment or expansion, frequently increasing our regulatory burden. Numerous departments and agencies, both state and federal, are
authorized by statute to issue rules and regulations binding on participants in the natural gas and oil industry. Compliance with such
rules and regulations often increases our cost of doing business, delays our operations and, in turn, decreases our profitability.
Our operations are subject to numerous and increasingly strict federal, state and local laws, regulations and enforcement policies
relating to the environment. We may incur significant costs and liabilities in complying with existing or future environmental laws,
regulations and enforcement policies and may incur costs arising out of property or natural resource damage or injuries to employees
and other persons. Some of these environmental laws and regulations may impose strict, joint and several liability regardless of fault
or knowledge, which could subject us to liability for conduct that was lawful at the time it occurred or conditions caused by prior
owners or operators or which relate to third-party sites where we have taken materials for recycling or disposal. Failure to comply with
these laws and regulations may result in the occurrence of delays, cancellations or restrictions in permitting or performance of our
projects or other operations and subject us to administrative, civil and criminal penalties, corrective action orders and orders enjoining
some or all of our operations in affected areas, among other things. Matters subject to regulation include, but are not limited to, the
following:
the amounts and types of substances and materials that may be released into the environment, including greenhouse gas
emissions;
responding to unexpected releases to the environment;
the sourcing and disposal of water used in the well drilling and completion process;
reports and permits concerning exploration, drilling, production and other regulated activities;
the location and spacing of wells;
unitization and pooling of properties;
calculating royalties on oil and gas produced under federal and state leases; and
taxation.
Under such laws and regulations, we could be liable for personal injuries, property damages, oil spills, discharges of hazardous
materials, remediation and clean-up costs, natural resource damages and other environmental damages. We also could be required to
install expensive pollution control measures or limit or cease activities on lands located within wilderness, wetlands or other
environmentally or politically sensitive areas. If we incur these costs or damages it may reduce or eliminate funds available for
exploration, development or acquisitions or cause us to incur losses. Moreover, environmental laws and regulations are subject to
change in the future, possibly resulting in more stringent legal requirements. For example, in 2015, the U.S. Environmental Protection
Agency (the “EPA”) issued a final rule under the federal Clean Air Act, lowering the National Ambient Air Quality Standard for
ground-level ozone from 75 parts per billion to 70 parts per billion under both the primary and secondary standards to provide
requisite protection of public health and welfare, respectively. Since that time, the EPA has issued area designations with respect to
ground-level ozone and final requirements that apply to state, local, and tribal air agencies for implementing these 2015 standards for
ground-level ozone. State implementation of these revised standards could, among other things, require installation of new emission
controls on some of our equipment, result in longer permitting timelines and significantly increase our capital expenditures and
operating costs arising from our operations.
The subject of climate change continues to receive attention from scientists, legislators, governmental agencies and the general
public. There is an ongoing debate as to the extent to which our climate is changing, the potential causes of this change and its
potential impacts. Some attribute climate change to increased levels of GHGs, including carbon dioxide and methane, which has led to
a series of regulatory, political, litigation and financial risk associated with the production of fossil fuels and emission of GHGs.
Congress has from time to time considered legislation to reduce emissions of GHGs and there have been a number of federal
regulatory initiatives to address GHG emissions in recent years. These include the establishing of Title V and PSD permitting reviews
for GHG emissions from certain large stationary sources that are already major potential sources of certain principal, or criteria,
pollutant emissions, and the implementation of a GHG monitoring and reporting program for certain sectors of the natural gas and oil
industry, including onshore production, which includes certain of our operations. Additionally, a number of state and regional efforts
have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs, in which major sources
of GHG emissions acquire and surrender emission allowances in return for emitting those GHGs. The outcome of federal and state
actions to address global climate change could result in a variety of regulatory programs including potential new regulations to control
or restrict emissions, taxes or other charges to deter emissions of GHGs, energy efficiency requirements to reduce demand, or other
regulatory actions. For example, the EPA finalized new regulations in 2016 that would set volatile organic compound (“VOC”) and
methane emission standards for new and modified oil and gas production and natural gas processing and transmission facilities; those
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standards regulate GHGs through limitations on emissions of methane. However, in August 2019, the EPA proposed amendments to
the 2016 regulations that, among other things, would remove sources in the transmission and storage segment from the oil and natural
gas source category and rescind the methane-specific requirements applicable to sources in the production and processing segments of
the industry. As an alternative, the EPA is also proposing to rescind the methane-specific requirements that apply to all sources in the
oil and natural gas industry, without removing the transmission and storage sources from the current source category. Under either
alternative, the EPA plans to retain emission limits for VOCs. The EPA proposed rulemaking indicates that the controls to reduce
VOC emissions also reduce methane at the same time, so separate methane limitations for these segments of the industry are
redundant. The date when and if these amended standards may become implemented and exactly what they will require is still not
known. Notwithstanding these federal standards, state regulations with respect to emissions of GHGs could continue to become more
restrictive regardless of the decreased burdens under federal regulations. For example, in June 2018 the PDEP adopted heightened
permitting conditions for all newly permitted or modified natural gas compressor stations, processing plants and transmission stations
constructed, modified, or operated in Pennsylvania in an effort to regulate emissions of the GHG methane at such sites. Then, in
December 2019, the PDEP proposed a plan to regulate emissions of VOCs (including methane) at existing well sites and compressor
stations. The proposed plan would, among other obligations, require natural gas operators to perform quarterly leak detection and
remediation. This plan has advanced to the proposal stage, with the PDEP’s Environmental Quality Board voting on December 17,
2019 to seek public comment in early 2020 on a proposed rulemaking incorporating plan requirements. If these or any other actions to
address GHG emissions do become implemented in the future, they could:
result in increased costs associated with our operations;
increase other costs to our business;
require us to install new emissions controls in some of our equipment;
affect the demand for natural gas; and
impact the prices we charge our customers.
Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in
increasing political risks in the United States, including climate change-related pledges made by certain candidates seeking the office
of the President of the United States in 2020. Critical declarations made by one or more candidates include proposals to ban hydraulic
fracturing of oil and natural gas wells and ban new leases for production of minerals on federal properties, including onshore lands and
offshore waters. While our operations involve the use of hydraulic fracturing activities, none of our production is on federal properties.
Other actions that could be pursued by presidential candidates may include more restrictive requirements for the establishment of
pipeline infrastructure or the permitting of liquefied natural gas export facilities, as well as the reversal of the United States’
withdrawal in November 2020 from participation in the Paris Agreement, which seeks to limit GHG emissions on an international
level. Litigation risks are also increasing, as a number of cities, local governments and other plaintiffs have sought to bring suit against
the largest oil and natural gas exploration and production companies in state or federal court, alleging, among other things, that such
companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels, and
therefore are responsible for roadway and infrastructure damages as a result. Such suits have also alleged that the companies have
been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those
impacts.
There are also increasing financial risks for fossil fuel producers as stockholders or bondholders currently invested in fossil fuel
energy companies concerned about the potential effects of climate change may elect in the future to shift some or all of their
investments into non fossil fuel energy related sectors. Institutional lenders who provide financing to fossil fuel energy companies also
have been more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy
companies. Additionally, the lending practices of institutional lenders have been the subject of intensive lobbying efforts in recent
years, oftentimes public in nature, by environmental activists, proponents of the international Paris Agreement and foreign citizenry
concerned about climate change not to provide funding for fossil fuel producers. Limitation of investments in and financings for fossil
fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production
activities.
Adoption of additional federal, regional or state requirements mandating a reduction in GHG emissions or the use of alternative
energy could have far-reaching and significant impacts on the fossil fuel energy industry and the U.S. economy. Additionally, GHG
emissions-related political, litigation and financial risks may result in our reduction or halting of oil and gas production activities,
incurrence of liability for infrastructure damage as a result of climate changes, or impairment on our ability to continue to operate in
an economic manner. We cannot predict the potential impact of such laws, regulations, and international compacts, or any such
political, litigation and financial risks, on our future consolidated financial condition, results of operations or cash flows. For more
information regarding the environmental regulation of our business, see Items 1 & 2. Business and Properties—Environment and
Occupational Health and Safety Matters in our 2019 Form 10-K.
Additionally, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended, and
comparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the U.S. Occupational Safety and
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Health Administration hazard communication standard, the EPA community right-to-know regulations under Title III of the federal
Superfund Amendment and Reauthorization Act, as amended, and comparable state statutes require that information be maintained
concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local
government authorities and citizens.
Pollution and property contamination arising from our operations could expose us to significant costs and liabilities. The
performance of our operations may result in significant environmental costs and liabilities relating to the handling of petroleum
hydrocarbons and wastes, air emissions and wastewater or other fluid discharges related to operations, historical industry operations
and waste disposal practices. Spills or other unauthorized releases of hazardous or regulated substances by us or resulting from our
operations could expose us to material losses, expenditures and liabilities under environmental laws and regulations, and we are
currently and have in the past been involved in investigation, remediation and monitoring activities. Certain of the properties upon
which we conduct operations were acquired from third parties, whose actions with respect to the management and disposal or release
of hydrocarbons, hazardous substances or wastes at or from such properties were not under our control. Moreover, certain of these
laws may impose strict, joint and several liability, which means that in some situations we could be exposed to liability as a result of
our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior owners or operators or other third
parties. Neighboring landowners and other third parties may file claims against us for personal injury or property damage allegedly
caused by the release of pollutants into the environment. New laws and regulations, amendments of existing laws and regulations,
reinterpretation of legal requirements or increased governmental enforcement relating to environmental requirements may occur,
resulting in the occurrence of restrictions, delays or cancellations in the permitting or performance of new or expanded projects, or
more stringent or costly well drilling, construction, completion or water management activities or waste handling, storage, transport,
disposal or cleanup requirements. For example, while drilling, fluids, produced water and most of the other wastes associated with the
exploration, development and production of oil or natural gas, if properly handled, are currently exempt from regulation as hazardous
waste under RCRA, and instead, are regulated under RCRA’s less stringent non-hazardous waste provisions. It is possible that the
EPA may in the future propose rulemaking for revised oil and natural gas waste regulations that provides that these wastes be treated
as hazardous waste instead of non-hazardous waste. Any future loss of such RCRA exemption could require us to make significant
expenditures to attain and maintain compliance and may otherwise have a material adverse effect on the oil and natural gas
exploration and production industry in general, in addition to our own results of operations, competitive position or financial
condition.
Our business is subject to operating hazards that could result in substantial losses or liabilities that may not be fully covered
under our insurance policies. Natural gas, NGLs and oil operations are subject to many risks, including well blowouts, craterings,
explosions, uncontrollable flows of oil, natural gas or well fluids, fires, pipe or cement failures, pipeline ruptures or spills, vandalism,
pollution, releases of toxic gases, adverse weather conditions or natural disasters and other environmental hazards and risks. If any of
these hazards occur, we could sustain substantial losses as a result of:
injury or loss of life;
severe damage to or destruction of property, natural resources and equipment;
pollution or other environmental damage;
investigatory and cleanup responsibilities;
regulatory investigations and penalties or lawsuits;
suspension of operations; and
repairs to resume operations.
We maintain insurance against many, but not all, potential losses or liabilities arising from our operations in accordance with
what we believe are customary industry practices and in amounts and at costs that we believe to be prudent and commercially
practicable. Our insurance includes deductibles that must be met prior to recovery, as well as sub-limits and/or self-insurance.
Additionally, our insurance is subject to exclusions and limitations. Our insurance does not cover every potential risk associated with
our operations, including the potential loss of significant revenues. We can provide no assurance that our coverage will adequately
protect us against liability from all potential consequences, damages and losses.
We currently have insurance policies covering our operations that include coverage for general liability, excess liability,
physical damage to our oil and gas properties, operational control of wells, oil pollution, third-party liability, workers’ compensation
and employer’s liability and other coverages. Our insurance policies provide coverage for losses or liabilities relating to pollution, but
are largely limited to coverage for sudden and accidental occurrences. For example, we maintain operator’s extra expense coverage for
obligations, expenses or claims that we may incur from a sudden incident that results in negative environmental effects, including
obligations, expenses or claims related to seepage and pollution, cleanup and containment, evacuation expenses and control of the well
(subject to policy terms and conditions). In the specific event of a well blowout or out-of-control well resulting in negative
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environmental effects, such operator’s extra expense coverage would be our primary source of coverage, with the general liability and
excess liability coverage referenced above also providing certain coverage.
We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks
presented. Some forms of insurance may become unavailable in the future or unavailable on terms that we believe are economically
acceptable. No assurance can be given that we will be able to maintain insurance in the future at rates that we consider reasonable, and
we may elect to maintain minimal or no insurance coverage. If we incur substantial liability from a significant event and the damages
are not covered by insurance or are in excess of policy limits, then we would have lower revenues and funds available to us for our
operations, that could, in turn, have a material adverse effect on our business, financial condition and results of operations.
Additionally, we rely to a large extent on facilities owned and operated by third parties and damage to, or destruction of, those
third-party facilities could affect our ability to process, transport and sell our production. To a limited extent, we maintain business
interruption insurance related to a third-party processing plant in Pennsylvania where we are insured for potential losses from the
interruption of production caused by loss of or damage to the processing plant.
A change in the jurisdictional characterization of some of our assets by federal, state or local regulatory agencies or a
change in policy by those agencies may result in increased regulation of our assets, which may cause our revenues to decline and
operating expenses to increase. Section 1(b) of the NGA exempts natural gas gathering facilities from regulation by the FERC as a
natural gas company under the NGA. We believe that the natural gas pipelines in our gathering systems meet the traditional tests the
FERC has used to establish a pipeline’s status as a gatherer not subject to regulation as a natural gas company. However, we have not
received a declaratory order from the FERC regarding our natural gas gathering pipelines and the distinction between FERC-regulated
transmission services and federally unregulated gathering services is the subject of ongoing litigation. As a result, the classification
and regulation of our gathering facilities are subject to change based on future determinations by the FERC, the courts and/or
Congress.
While we believe our natural gas gathering operations are generally exempt from FERC regulation under the NGA, our gas
gathering operations may be subject to certain FERC reporting and posting requirements in a given year. The FERC requires certain
participants in the natural gas market, including certain gathering facilities and natural gas marketers that engage in a minimum level
of natural gas sales or purchases, to submit annual reports to the FERC on the aggregate volumes of natural gas purchased or sold at
wholesale in the prior calendar year to the extent such transactions utilize, contribute to, or may contribute to, the formation of price
indices.
Other FERC regulations may indirectly impact our operations and the markets for products derived from these operations. The
FERC’s policies and practices across the range of its natural gas regulatory activities, including, for example, its policies on open
access transportation, gas quality, ratemaking, capacity release and market-center promotion, may indirectly affect the intrastate
natural gas market. In recent years, the FERC has pursued pro-competitive policies in its regulation of interstate natural gas pipelines.
However, we cannot be certain that the FERC will continue this approach as it considers matters such as pipeline rates, rules and
policies that may affect rights of access to transportation capacity. For more information regarding the regulation of our operations,
see Items 1 & 2. Business and Properties – Governmental Regulation.
Should we fail to comply with all applicable FERC administered statutes, rules, regulations and orders, we could be subject
to substantial penalties and fines. Under EPAct 2005, the FERC has civil penalty authority under the NGA, which can include both
monetary penalties and disgorgement of profits associated with any violation. On January 2, 2020, FERC issued a final rule increasing
the maximum monetary civil penalty for violations of the NGA from $1,269,500 per day per violation to $1,291,894 per day per
violation to account for inflation pursuant to the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015. While
our operations have not been regulated as a natural gas company by the FERC under the NGA, the FERC has adopted regulations that
may subject certain of our otherwise non-FERC jurisdictional facilities to the FERC annual reporting requirements. We also must
comply with the anti-market manipulation rules enforced by the FERC. Additional rules and legislation pertaining to those and other
matters may be considered or adopted by the FERC from time to time. Failure to comply with those regulations in the future could
subject Range to civil penalty liability. For more information regarding the regulation of our operations, see Items 1 & 2. Business and
Properties – Governmental Regulation.
Certain federal income tax deductions currently available with respect to natural gas and oil exploration and development
may be eliminated or postponed and additional federal or state taxes or fees on natural gas extraction may be imposed, as a result
of future legislation. Legislation has been previously proposed that would, if enacted into law, make significant changes to U.S.
federal income tax laws, including the elimination of certain U.S. federal income tax benefits currently available to oil and gas
exploration and production companies. Such changes include, but are not limited to, (i) the repeal of percentage depletion allowance
for oil and natural gas properties; (ii) the elimination of current deductions for intangible drilling and development costs and; (iii) an
extension of the amortization period for certain geological and geophysical expenditures. However, it is unclear, whether any such
changes will be enacted and if enacted, how soon any such changes would be effective. Additionally, legislation could be enacted that
imposes new fees or increases the taxes on oil and natural gas extraction, which could result in increased operating costs and/or
reduced consumer demand for our products. The passage of any such legislation or any other similar change in U.S. federal income
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tax law could eliminate or postpone certain tax deductions that are currently available with respect to natural gas and oil exploration
and development, or could increase costs and any such changes could have an adverse effect on our financial condition, results of
operations and cash flows. As of December 31, 2019, we had a tax basis of $1.1 billion related to prior years’ capitalized intangible
drilling costs, which will be amortized over the next five years.
The legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law in
December 2017 by President Trump. The 2017 Tax Act provided significant changes to the United States corporate income tax
system. The changes that were effective beginning in 2018 included a federal corporate rate reduction from 35% to 21%, the
elimination or reduction of certain domestic deductions, credits and limitations on the deductibility of interest expense and executive
compensation, and the transition of United States international taxation from a worldwide tax system to a territorial tax system. The
2017 Tax Act also limits the utilization of net operating loss carryforwards for losses arising in tax years beginning after 2017 to 80%
of taxable income. Our net deferred tax assets and liabilities were revalued at the newly-enacted U.S. corporate rate and the impact
was recognized in tax expense in 2017.
In February 2012, the state legislature of Pennsylvania passed legislation creating a natural gas impact fee applicable to
production in Pennsylvania. As noted above, the majority of our acreage in the Marcellus Shale is located in Pennsylvania. The
legislation imposes an annual fee on natural gas and oil operators for each well drilled for a period of fifteen years. Much like a
severance tax, the fee is on a sliding scale set by the Public Utility Commission and is based on two factors: changes in the Consumer
Price Index and the average NYMEX natural gas prices on the last day of each month. The impact fee increases the financial burden
on our operations in the Marcellus Shale. There can be no assurance that the impact fee will remain as currently structured or that
additional taxes will not be imposed. From time to time, the Pennsylvania Governor and various Pennsylvania state lawmakers have
proposed legislation to enact a severance tax in substitution for, or as an addition to, the impact fee already in place, which could be
based on the volume of gas produced rather than on a per-well basis. In addition, a recent court case in Pennsylvania addressed the
constitutionality of the 2007 net operating loss deduction (“NOLD”) limitation under the Uniformity Clause of the Pennsylvania
Constitution, which limited the use of NOLDs to the greater of $3 million or 12.5 percent of taxable income. In October 2017, the
Supreme Court of Pennsylvania issued its decision on this case holding that the NOLD limitation as applied to the 2007 taxable year at
issue violated the Uniformity Clause of the Pennsylvania Constitution and struck the $3 million flat cap limitation, but not the
percentage of taxable income limitation. Shortly after the Supreme Court Case, the Pennsylvania Governor signed a bill that removed
the flat cap NOLD limitation and increased the percentage of taxable income limitation. For 2019, the net operating loss carryforward
is limited to 40 percent of taxable income.
Changes in laws or regulations relating to hydraulic fracturing could result in increased costs and additional operating
restrictions or delays and adversely affect our production. The use of hydraulic fracturing is necessary to produce commercial
quantities of natural gas and oil from many reservoirs, especially shale formations such as the Marcellus Shale. The process is
typically regulated by state environmental agencies and oil and gas commissions. However, several federal agencies have asserted
regulatory authority over certain aspects of the process. For example, the EPA has issued final Clean Air Act regulations governing
performance standards, including standards for the capture of air emissions released during hydraulic fracturing; proposed effluent
limit guidelines that wastewater from shale gas extraction operations must meet before discharging to a treatment plant; and issued in
May 2014 a prepublication of its Advance Notice of Proposed Rulemaking regarding Toxic Substances Control Act reporting of the
chemical substances and mixtures used in hydraulic fracturing. Additionally, in 2015 the BLM enacted a new rule setting forth
disclosure requirements and other regulatory mandates for hydraulic fracturing on federal lands; however, in December 2017, the U.S.
Department of the Interior rescinded the 2015 rule because it believed the 2015 rule imposed administrative burdens and compliance
costs that were not justified.
From time to time, legislation has been introduced, but not enacted, in Congress to provide for federal regulation of hydraulic
fracturing and to require disclosure of the chemicals used in the fracturing process. Certain states in which we operate, including
Pennsylvania, have adopted, and other states are considering adopting, regulations that could impose new or more stringent
permitting, disclosure or well-construction requirements on hydraulic fracturing operations. States could elect to prohibit hydraulic
fracturing altogether, such as the states of New York, Vermont and Maryland have already done. Local land use restrictions, such as
city ordinances, may restrict or prohibit drilling in general and/or hydraulic fracturing in particular. In the event federal, state or local
restrictions or prohibitions are adopted in areas where we conduct operations, we may incur significant costs to comply with such
requirements or we may experience delays or curtailment in the pursuit of exploration, development, or production activities, and
possibly be precluded from the drilling of wells or limited in the amounts that we are ultimately able to produce from our reserves.
Moreover, a number of federal entities are analyzing a variety of environmental issues associated with hydraulic fracturing. For
example, in December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water
resources. The final report concluded that “water cycle” activities associated with hydraulic fracturing may impact drinking water
resources “under some circumstances,” noting that the following hydraulic fracturing water cycle activities and local-or regional-scale
factors are more likely than others to result in more frequent or more severe impacts: water withdrawals for fracturing in times or areas
of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water, injection of
fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources;
discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined
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pits. Since the report did not find a direct link between hydraulic fracturing itself and contamination of groundwater resources, we do
not believe that this multi-year study and subsequent report provides any basis for further regulation of hydraulic fracturing at the
federal level. However, the EPA’s report did identify future efforts that could be taken to further understand the potential of hydraulic
fracturing impact to drinking water resources, including groundwater and surface water monitoring in areas with hydraulically
fractured oil and gas production wells.
We use a significant amount of water in our hydraulic fracturing operations. Our inability to locate sufficient amounts of water,
or dispose of or recycle water used in our operations, could adversely impact our operations. Moreover, new environmental initiatives
and regulations could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or disposal of waste,
including, but not limited to, produced water, drilling fluids and other wastes associated with the exploration, development or
production of natural gas. In recent history, public concern surrounding increased seismicity has heightened focus on our industry’s
use of water in operations. Compliance with environmental regulations and permit requirements governing the withdrawal, storage
and use of surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating costs and cause delays,
interruptions or termination of our operations, the extent of which cannot be predicted, and all of which could have an adverse effect
on our operations and financial condition.
Legislation or regulatory initiatives intended to address seismic activity could restrict our drilling and production activities,
as well as our ability to dispose of produced water gathered from such activities, which could have a material adverse effect on our
business. State and federal regulatory agencies have recently focused on a possible connection between hydraulic fracturing related
activities, particularly the underground injection of wastewater into disposal wells and the increased occurrence of seismic activity,
and regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity.
In addition, a number of lawsuits have been filed in some states, including in Oklahoma, alleging that disposal well operations have
caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In response to these
concerns, regulators in some states are seeking to impose additional requirements including requirements regarding the permitting of
produced water disposal wells or otherwise to assess the relationship between seismicity and the use of such wells. For example, in
February 2018, the Oklahoma Corporation Commission, the state’s oil and gas industry regulator, promulgated more stringent
injection well regulations aimed at reducing increased seismicity in the SCOOP and STACK shale play. Similarly, in February 2019,
Ohio lawmakers proposed new legislation that would specifically ban oil and gas injection wells altogether by prohibiting the injection
of brine or other waste substances resulting from, obtained from or produced in connection with oil or gas drilling, exploration or
production into an underground formation.
We dispose of large volumes of produced water gathered from our drilling and production operations in our Louisiana fields by
injecting it into wells pursuant to permits issued to us by governmental authorities overseeing such disposal activities. While these
permits are issued pursuant to existing laws and regulations, these legal requirements are subject to change, which could result in the
imposition of more stringent operating constraints or new monitory and reporting requirements, owing to, among other things,
concerns of the public or governmental authorities regarding such gathering or disposal activities. The adoption and implementation of
any new laws or regulations that restrict our ability to use hydraulic fracturing or dispose of water gathered from our drilling and
production activities by our own disposal wells, could have a material adverse effect on our business, financial condition and results of
operations.
Laws and regulations pertaining to threatened and endangered species could delay or restrict our operations and cause us to
incur substantial costs. Various federal and state statutes prohibit certain actions that adversely affect endangered or threatened
species and their habitats, migratory birds, wetlands and natural resources. These statutes include, without limitation, the ESA, the
MBTA, the CWA and CERCLA. The FWS may designate critical habitat and suitable habitat areas that it believes are necessary for
survival of threatened or endangered species. A critical habitat or suitable habitat designation could result in further material
restrictions to federal land use and private land use and could delay or prohibit land access or oil and gas development. If harm to
species or damages to wetlands, habitat or natural resources occur or may occur, government entities or, at times, private parties may
act to prevent oil and gas exploration or development activities, seek damages for harm to species, habitat or natural resources
resulting from drilling or construction or releases of oil, wastes, hazardous substances or other regulated materials, and, in some cases,
may seek criminal penalties. Moreover, as a result of a settlement approved by the U.S. District Court for the District of Columbia in
September 2011, the FWS was required to consider listing numerous species as endangered or threatened under the ESA before
completion of the agency’s 2017 fiscal year. While none of the species that the FWS listed as threatened or endangered materially
affect our operations, the future designation of previously unprotected species as threatened or endangered in areas where we conduct
operations could cause us to incur increased costs arising from species protection measures or could result in limitations on our
exploration and production activities which could have an adverse effect on our ability to develop and produce reserves.
Additionally, if damages to wetlands or other environmentally-sensitive lands occur or may occur, government entities may act
to prevent oil and gas exploration or development activities or seek damages for harm to the wetlands or other environmentally-
sensitive lands resulting from drilling or construction or releases of oil, wastes, hazardous substances or other regulated materials. In
2015, the EPA and U.S. Army Corps of Engineers (“Corps”) released a final rule outlining federal jurisdictional reach under the Clean
Water Act over waters of the United States, including wetlands. In 2017, the EPA and Corps agreed to reconsider the 2015 rule and,
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thereafter, in October 2019, the agencies published a final rule to rescind the 2015 rule and recodify the regulatory text that governed
waters of the United States prior to promulgation of the 2015 rule. This final rule became effective on December 23, 2019. The
recodified regulatory text will govern waters of the United States until such time as the EPA and Corps issue a final rule re-defining
the Clean Water Act’s jurisdiction over waters of the United States in replacement of the 2015 rule but, to date, the two agencies have
only published a proposed rulemaking on re-defining such jurisdiction in February 2019. The 2015 final rule is being challenged by
various factions in federal district court, with the 2015 rule currently being in force in twenty-two states, including Pennsylvania, but
not Louisiana, where we conduct operations; however, with the December 2019 effectiveness of the rule rescinding the 2015 rule, it is
expected that those challenges will become moot unless additional legal actions challenging this 2019 rule arise. To the extent that any
final rule is adopted that expands the Clean Water Act’s jurisdiction over waters of the United States, we could incur increased costs
and restrictions, delays or cancellations in permitting or projects, which developments could result in significant costs and liabilities.
Our business depends on natural gas and oil transportation and NGLs processing facilities, most of which are owned by
others and depends on our ability to contract with those parties. Our ability to sell our natural gas, NGLs and oil production depends
in part on the availability, proximity and capacity of pipeline systems and processing facilities owned by third parties and our ability to
contract with those third parties. The lack of available capacity on these systems and facilities could result in the shut-in of producing
wells or the delay or discontinuance of development plans for properties. Although we have some contractual control over the
transportation of our products, material changes in these business relationships, including the financial condition of these third parties,
could materially affect our operations. In some cases, we do not purchase firm transportation on third-party facilities and as a result,
our production transportation can be interrupted by those having firm arrangements. In other cases, we have entered into firm
transportation arrangements, particularly in the Marcellus Shale where we are obligated to pay fees on minimum volumes regardless
of actual volume throughput. If production decreases due to developmental activities, taking into consideration the current commodity
price environment, production related difficulties or otherwise, we may be unable to meet our obligations under existing firm
transportation contracts, resulting in fees which may be significant and may have a material adverse effect on our operations. We have
also entered into long-term agreements with third parties to provide natural gas gathering and processing services in the Marcellus
Shale. In some cases, the capacity of gathering systems and transportation pipelines may be insufficient to accommodate potential
production from existing and new wells. Federal and state regulation of natural gas and oil production and transportation, tax and
energy policies, changes in supply and demand, pipeline pressures, damage to or destruction of pipelines and general economic
conditions could adversely affect our ability to produce, gather and transport natural gas, NGLs and oil. If any of these third-party
pipelines or other facilities become partially or fully unavailable to transport or process our product, or if the natural gas quality
specifications for a natural gas pipeline or facility changes so as to restrict our ability to transport natural gas on those pipelines or
facilities, our revenues could be adversely affected.
The disruption of third-party facilities due to maintenance, mechanical failures, accidents, weather and/or other reasons could
negatively impact our ability to market and deliver our products. In particular, the disruption of certain third-party natural gas
processing facilities in the Marcellus Shale could materially affect our ability to market and deliver natural gas production in that area.
We have no control over when or if such facilities are restored and generally have no control over what prices will be charged. A total
shut-in of production could materially affect us due to a lack of cash flow, and if a substantial portion of the production is hedged at
lower than market prices, those financial hedges would have to be paid from borrowings absent sufficient cash flow.
In North Louisiana, we have contracts with midstream providers for gathering and processing services with minimum volume
delivery commitments. We are obligated to pay fees on minimum volumes to midstream service providers regardless of actual volume
throughput. These fees could be significant and may have a material adverse effect on our operations.
Acquisitions are subject to the risks and uncertainties of evaluating reserves and potential liabilities and may be disruptive
and difficult to integrate into our business. We could be subject to significant liabilities related to our acquisitions. It is generally not
feasible to review in detail every individual property included in an acquisition. Ordinarily, a review is focused on higher-valued
properties. However, even a detailed review of all properties and records may not reveal existing or potential problems in all of the
properties, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities.
Initial estimates of reserves may be subject to revisions following an acquisition which may materially and adversely affect the desired
benefits of the acquisition.
In addition, there is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase
the cost of, or cause us to refrain from, completing acquisitions. Our acquisition strategy is dependent upon, among other things, our
ability to obtain debt and equity financing and, in some cases, regulatory approvals. Our ability to pursue an acquisition strategy may
be hindered if we are unable to obtain financing on terms acceptable to us or regulatory approvals.
Acquisitions often pose integration risks and difficulties. In connection with prior and future acquisitions, the process of
integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant
management attention and financial resources that would otherwise be available for the ongoing development or expansion of existing
operations. Future acquisitions could result in our incurring additional debt, contingent liabilities, expenses and diversion of resources,
all of which could have a material adverse effect on our financial condition and operating results.
39
Significant acquisitions present potential risks, including:
difficulties in operating a larger combined organization and integrating additional operations into ours;
difficulties in the assimilation of the assets and operations of the acquired businesses, especially if the assets
acquired are in a new business segment or geographical area;
the loss of customers or key employees from the acquired businesses;
the diversion of management’s attention from other existing business concerns;
the failure to realize expected synergies and cost savings;
difficulties in coordinating geographically disparate organizations, systems and facilities;
difficulties in integrating personnel from diverse business backgrounds and organizational cultures; and
difficulties in consolidating corporate and administrative functions.
We may be limited in our use of net operating losses and tax credits. As noted in the financial statements included with this
Form 10-K, we have substantial net operating losses (“NOLs”). Utilization of these NOLs depends on many factors, including the
company’s future taxable income, which cannot be predicted with any accuracy. In addition, Section 382 of the Internal Revenue
Code of 1986, as amended (“Section 382”), generally imposes an annual limitation on the amount of an NOL that may be used to
offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382). An ownership
change generally occurs if one or more stockholders (or groups of stockholders) change their ownership by more than 50 percentage
points over their lowest ownership percentage within a rolling three-year period, taking into account for this purpose only those
stockholders (or groups of stockholders) who are deemed to own at least 5% of the corporation’s stock. In the event that an ownership
change has occurred—or were to occur—with respect to a corporation following its recognition of an NOL, utilization of this NOL
would be subject to an annual limitation under Section 382, generally determined by multiplying the value of the corporation’s stock
at the time of the ownership change by the applicable long-term tax-exempt rate as defined in Section 382. However, this annual
limitation would be increased under certain circumstances by recognized built-in gains of the corporation existing at the time of the
ownership change. Any unused annual limitation with respect to an NOL generally may be carried over to later years, subject to the
expiration of the NOL twenty years after it arose.
If Range is determined to have undergone an ownership change in the future, we may be unable to fully utilize our NOLs prior
to their expiration. To the extent we are not able to offset future taxable income with our NOLs, operating results and cash flows may
be adversely affected.
We may be unable to dispose of nonstrategic assets on attractive terms and may be required to retain liabilities for certain
matters. We regularly review our property base for the purpose of identifying nonstrategic assets, the disposition of which would
increase capital resources available for other activities and create organizational and operational efficiencies. We also occasionally sell
interests in certain core assets for the purpose of accelerating development and increasing efficiencies in other core assets. Various
factors could materially affect our ability to dispose of nonstrategic assets or complete announced dispositions, including the
availability of purchasers willing to purchase the nonstrategic assets at prices acceptable to us. Sellers typically retain liabilities for
certain matters. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of
the transaction and ultimately may be material. Also, third parties are often unwilling to release us from guarantees or other credit
support provided prior to the sale of the divested assets. As a result, after a sale, we may remain secondarily liable for the obligations
guaranteed or supported to the extent that the buyer of the assets fails to perform these obligations.
Our success depends on key members of our management and our ability to attract and retain experienced technical and
other professional personnel. Our success is highly dependent on our management personnel and none of them is currently subject to
an employment contract. The loss of one or more of these individuals could have a material adverse effect on our business.
Furthermore, competition for experienced technical and other professional personnel remains strong. If we cannot retain our current
personnel or attract additional experienced personnel, our ability to compete could be adversely affected. Also, the loss of experienced
personnel could lead to a loss of technical expertise.
We are involved in legal proceedings that could result in substantial liabilities and materially and adversely impact our
financial condition. Like many oil and gas companies, we are involved in various legal proceedings, including threatened claims,
such as title, royalty, and contractual disputes. The cost to settle legal proceedings (asserted or unasserted) or satisfy any resulting
judgment against us in such proceedings could result in a substantial liability or the loss of interests, which could materially and
adversely impact our cash flows, operating results and financial condition. Judgments and estimates to determine accruals or range of
losses related to legal proceedings could change from one period to the next, and such changes could be material. Current accruals
may be insufficient to satisfy any such judgments. Legal proceedings could also result in negative publicity about Range. In addition,
legal proceedings distract management and other personnel from their primary responsibilities.
40
Our business could be negatively affected by security threats, including cybersecurity threats and other disruptions. As a
natural gas and oil producer, we face various security threats, including:
cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable;
threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as
processing plants and pipelines; or
threats from terrorist acts.
Computers and telecommunication systems are used to conduct our exploration, development and production activities and have
become an integral part of our business. We use these systems to analyze and store financial and operating data and to communicate
internally and with outside business partners. Cyber-attacks could compromise our computer and telecommunications systems and
result in disruptions to our business operations or the loss of our data and proprietary information. In addition, computers control oil
and gas production, processing equipment, and distribution systems globally and are necessary to deliver our production to market. A
cyber-attack against these operating systems, or the networks and infrastructure on which they rely, could damage critical production,
distribution and/or storage assets, delay or prevent delivery to markets, cause accidental discharge and/or make it difficult or
impossible to accurately account for production and settle transactions. A cyber-attack on a vendor or a service provider could result
in supply chain disruptions, which could delay or halt development projects. A cyber-attack on our accounting system could expose us
to liability if personal information is obtained.
Security threats have subjected our operations to increased risks that could have a material adverse effect on our business. In
particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for
our personnel, information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no
assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security
breaches were to occur, they could lead to harm to our employees or losses of sensitive information, losses of critical infrastructure or
capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, and results of
operations or cash flows. Cyber-attacks in particular are becoming more sophisticated and include, but are not limited to, malicious
software, phishing, ransomware, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to
disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. These
events could damage our reputation and lead to financial losses from unauthorized disbursement of funds, remedial actions, loss of
business and/or potential liability. While we have not suffered any material losses relating to such attacks, there can be no assurance
that we will not suffer such losses in the future.
Terrorist attacks and the threat of terrorist attacks, whether domestic or foreign attacks, as well as military or other actions taken
in response to these acts, could cause instability in the global financial and energy markets. Continued hostilities in the Middle East
and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy in
unpredictable ways, including the disruption of energy supplies and markets, increased volatility in commodity prices or the
possibility that the infrastructure on which we rely could be a direct target or an indirect casualty of an act of terrorism and, in turn,
could materially and adversely affect our business and results of operations.
We may face various risk associated with the long-term trend toward increased activism against oil and gas exploration and
development activities. Opposition toward oil and gas drilling and development activity has been growing globally. Companies in the
oil and gas industry are often the target of activist efforts from both individuals and non-governmental organizations regarding safety,
environmental compliance and business practices. Anti-development activists are working to, among other things, reduce access to
federal and state government lands and delay or cancel certain projects such as the development of oil and gas shale plays. For
example, environmental activists continue to advocate for increased regulations or bans on shale drilling and hydraulic fracturing in
the United States, even in jurisdictions that are among the most stringent in their regulation of the industry. Future activist efforts
could result in the following:
41
delay or denial of drilling permits;
shortening of lease terms and reduction in lease size;
restrictions on installation or operation of production, gathering or processing facilities;
restrictions on the use of certain operating practices, such as hydraulic fracturing, or the disposal of related waste
materials, such as hydraulic fracturing fluids and produced water;
increased severance and/or other taxes;
cyber-attacks;
legal challenges or lawsuits;
negative publicity about our business or the oil and gas industry in general;
increased costs of doing business;
reduction in demand for our products; and
other adverse effects on our ability to develop our properties and expand production.
We may need to incur significant costs associated with responding to these initiatives. Complying with any resulting additional
legal or regulatory requirements that are substantial could have a material adverse effect on our business, financial condition, cash
flows and results of operations.
Conservation measures and technological advances could reduce demand for oil and natural gas. Fuel conservation
measures, alternative fuel requirements, governmental requirements for renewable energy resources, increasing consumer demand for
alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil
and natural gas. The impact of the changing demand for oil and natural gas services and products may have a material adverse effect
on our business, financial condition, results of operations and cash flows.
We could experience periods of higher costs if commodity prices rise. These increases could reduce our profitability, cash
flow and ability to complete development activities as planned. Historically, our capital and operating costs have risen during periods
of increasing oil, NGLs and gas prices. These cost increases result from a variety of factors beyond our control, such as increases in
the cost of electricity, steel and other raw materials that we and our vendors rely upon; increased demand for labor, services and
materials as drilling activity increases; and increased taxes. Increased levels of drilling activity in the natural gas and oil industry could
lead to increased costs of some drilling equipment, materials and supplies. Such costs may rise faster than increases in our revenue,
thereby negatively impacting our profitability, cash flow and ability to complete development activities as scheduled and on budget.
Higher natural gas, NGLs and oil prices generally stimulate demand for ancillary services. Similarly, lower natural gas, NGLs
and oil prices generally result in a decline in service costs due to reduced demand for drilling and completion services. If the current
market changes and commodity prices continue to recover, we may face shortages of field personnel, drilling rigs or other equipment
and supplies which could delay or adversely affect our operations.
Our financial statements are complex. Due to U.S. GAAP and the nature of our business, our financial statements continue to
be complex, particularly with reference to derivatives, asset retirement obligations, equity awards, deferred taxes, long-lived assets
and the accounting for our deferred compensation plans. We expect such complexity to not only continue but possibly increase.
Risks Related to Our Common Stock
Common stockholders will be diluted if additional shares are issued. Our ability to repurchase securities for cash is limited by
our bank credit facility. We also issue restricted stock and performance share units to our employees and directors as part of their
compensation. In addition, we may issue additional shares of common stock, additional subordinated notes or other securities or debt
convertible into common stock to extend maturities or fund capital expenditures, including acquisitions.
42
Dividend limitations. Limits on the payment of dividends and other restricted payments, as defined, are imposed under our bank
credit facility. These limitations may, in certain circumstances, limit or prevent the payment of dividends. In January 2020, we
announced that the board of directors suspended the dividend on our common stock.
Our stock price may be volatile and you may not be able to resell shares of our common stock at or above the price you paid.
The price of our common stock fluctuates significantly, which may result in losses for investors. The market price of our common
stock has been volatile. From January 1, 2017 to December 31, 2019, the price of our common stock reported by the New York Stock
Exchange ranged from a low of $3.27 per share to a high of $36.40 per share. We expect our stock to continue to be subject to
fluctuations as a result of a variety of factors, including factors beyond our control. These factors include:
changes in natural gas, NGLs and oil prices;
variations in quarterly drilling, recompletions, acquisitions and operating results;
changes in governmental regulation and/or taxation;
changes in financial estimates by securities analysts;
changes in market valuations of comparable companies;
expectations regarding our capital program, including any existing or potential future share repurchase programs and any
future dividend payments that may be declared by our board of directors, or any determination to cease repurchasing stock
or paying dividends;
additions or departures of key personnel; or
future sales of our stock and changes in our capital structure.
We may fail to meet expectations of our stockholders or of securities analysts at some time in the future and our stock price
could decline as a result.
There is no guarantee that we will repurchase shares of our common stock under our recently announced stock repurchase
program at a level anticipated by our stockholders, which could reduce returns to our stockholders. In October 2019, our board of
directors approved a stock repurchase program to acquire up to $100.0 million of our outstanding common stock. The repurchase
program does not require us to acquire any specific number of shares. Decisions to repurchase our common stock will be at the
discretion of our board of directors based upon a review of relevant considerations. From October 2019 through December 2019, we
repurchased $6.9 million or 1.8 million shares of our outstanding common stock. An aggregate of $93.1 million remains available for
future stock repurchases under the stock repurchase program. Our board of directors’ determination to repurchase shares of our
common stock under our new stock repurchase program will depend upon market conditions, applicable legal requirements,
contractual obligations and other factors that the board of directors deems relevant. Based on an evaluation of these factors, our board
of directors may determine not to repurchase shares or to repurchase shares at reduced levels from those anticipated by our
stockholders, any or all of which could reduce returns to our stockholders.
Our certificate of incorporation, bylaws, some of our arrangements with employees and Delaware law contain provisions
that could discourage an acquisition or change of control of us. Our certificate of incorporation and bylaws contain provisions that
may make it more difficult to effect a change of control, to acquire us or to replace incumbent management, including, for example,
limitations on shareholders’ ability to remove directors, call special meetings and to propose and nominate directors or otherwise
propose actions for approval at stockholder meetings, as well as the ability of our board of directors to amend our certificate of
incorporation and bylaws and to issue and set the terms of preferred stock without the approval of our stockholders. In addition, our
change of control severance plan, change of control severance agreements with certain officers and our omnibus stock plans and
deferred compensation plans contain provisions that provide for severance payments and accelerated vesting of benefits, including
accelerated vesting of equity awards and acceleration of deferred compensation, upon a change of control. Section 203 of the
Delaware General Corporation Law also imposes restrictions on mergers and other business combinations between us and any holder
of 15% or more of our outstanding common stock. These provisions could discourage or prevent a change of control, even if it may be
beneficial to our stockholders, or could reduce the price our stockholders receive in an acquisition of us.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
43
ITEM 3. LEGAL PROCEEDINGS
We are the subject of, or party to, a number of pending or threatened legal actions and claims arising in the ordinary course of
our business. While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately
incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole
or on our liquidity, capital resources or future annual results of operations. We will continue to evaluate our litigation quarterly and
will establish and adjust any litigation reserves as appropriate to reflect our assessment of the then-current status of litigation.
Environmental Proceedings
Our subsidiary, Range Resources – Appalachia, LLC, was notified by the Pennsylvania Department of Environmental
Protection (“DEP”) that it intends to assess a civil penalty under the Clean Streams Law and the 2012 Oil and Gas Act in connection
with one well in Lycoming County. The DEP has directed us to prevent methane and other substances from escaping from this gas
well into groundwater and a stream. We have considerable evidence that this well is not leaking and pre-drill testing of surrounding
water wells showed the presence of methane in the water before commencement of our operations. While we intend to vigorously
assert this position with the DEP, resolution of this matter may nonetheless result in monetary sanctions of more than $100,000.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
44
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market for Common Stock
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “RRC”. During 2019, trading
volume averaged approximately 10.1 million shares per day.
Holders of Record
Pursuant to the records of our transfer agent, as of February 25, 2020, there were approximately 948 holders of record of our
common stock.
Dividends
The payment of dividends is subject to declaration by the board of directors and depends on earnings, capital expenditures and
various other factors. The board of directors declared quarterly dividends of $0.02 per common share for each of the four quarters of
2019, 2018 and 2017. The bank credit facility allows for the payment of common and preferred dividends, subject to certain
limitations. In January 2020, we announced that the board of directors suspended the dividend on our common stock. The
determination of the amount of future dividends, if any, to be declared and paid is at the sole discretion of our board of directors and
will depend upon among other things, our earnings, financial condition, capital requirements, levels of indebtedness and other
considerations our board of directors deems relevant. For more information, see Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
Equity Compensation Plan Information
The information required by this item is incorporated herein by reference to the 2020 Proxy Statement, which will be filed with
the SEC not later than 120 days subsequent to December 31, 2019.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Purchases of our common stock are as follows:
Three Months Ended December 31, 2019
Period
October 2019
November 2019
December 2019
Total Number
of Shares
Purchased
— $
1,500,000 $
300,000 $
1,800,000
Average
Price
Paid Per
Share
—
3.93
3.40
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans
or Programs
— $
1,500,000 $
300,000 $
1,800,000
Approximate
Dollar Amount
of Shares that
May Yet Be
Purchased Under
Plans or
Programs (a)
100,000,000
94,110,156
93,091,586
(a) In October 2019, our board of directors authorized a $100 million common stock repurchase program.
45
Stockholder Return Performance Presentation*
The following graph is included in accordance with the SEC’s executive compensation disclosure rules. This historic stock price
performance is not necessarily indicative of future stock performance. The graph compares the change in the cumulative total return of
Range’s common stock, the ISE Revere Natural Gas Index, the Dow Jones U.S. Exploration and Production Index, the S&P 400 Mid
Cap Index and the S&P Small Cap 600 Index for the five years ended December 31, 2019. The graph assumes that $100 was invested
in the Company’s common stock and each index on December 31, 2014 and that dividends were reinvested.
$180
$160
$140
$120
$100
$80
$60
$40
$20
$0
2014
2015
2016
2017
2018
2019
Range Resources Corporation
S&P Mid Cap 400 Index
S&P Small Cap 600 Index
Dow Jones U.S. Exploration & Production
ISE Revere Natural Gas Index
Range Resources Corporation
S&P Mid Cap 400 Index
S&P Small Cap 600 Index
Dow Jones U.S. Exploration & Production
ISE Revere Natural Gas Index
2014
2015
2016
2017 2018
2019
$
100 $
100
100
100
100
46 $
98
98
76
40
32 $
65 $
118 137
124 140
96
95
43
48
18 $
122
128
79
28
9
154
157
88
24
*The performance graph and the information contained in this section is not “soliciting material,” is being “furnished” not
“filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act
whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.
46
ITEM 6. SELECTED FINANCIAL DATA AND PROVED RESERVE DATA
The following table shows selected financial information as of and for the five years ended December 31, 2019. Significant
producing property acquisitions and dispositions may affect the comparability of year-to-year financial and operating data. In third
quarter 2019, we sold, in three separate transactions, a proportionately reduced 2.5% overriding royalty primarily in our Washington
County, Pennsylvania leases for proceeds of $750.0 million. In fourth quarter 2018, we sold a proportionately reduced 1% overriding
royalty in our Washington County, Pennsylvania leases for proceeds of $300.0 million. In September 2016, we completed an
acquisition of a business with properties in North Louisiana. In first quarter 2016, we sold our non-operated interest in certain wells
and gathering facilities in northeast Pennsylvania for cash proceeds of $111.5 million. In fourth quarter 2015, we sold the majority of
our Virginia and West Virginia properties for cash proceeds of $876.0 million, before closing adjustments. This information should be
read in conjunction with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and our
consolidated financial statements and related notes included elsewhere in this report (in thousands except per share or per mcfe data).
2019
Year Ended December 31,
2017
2018
2016
2015
Statements of Operations Data:
Natural gas, NGLs and oil sales
Total revenues and other income
Total costs and expenses (a)
Net (loss) income
Net (loss) income per share:
–Basic
–Diluted
Costs per mcfe: (b)
$ 2,255,425
2,827,615
5,044,203
(1,716,297 )
$ 2,851,577
3,282,645
5,059,615
(1,746,481 )
(6.92 )
(6.92 )
(7.10 )
(7.10 )
Direct operating expense
Production and ad valorem tax expense
General and administrative expense
Interest expense
Depletion, depreciation and amortization expense
$
$
0.16
0.05
0.22
0.23
0.66
1.32
$
$
0.17
0.06
0.26
0.26
0.79
1.54
$
$
$ 2,176,287 $
1,197,215 $ 1,089,644
2,611,030 1,099,939 1,598,068
2,528,910 1,902,077 2,650,430
(713,685 )
(521,388 )
333,146
1.34
1.34
0.18 $
0.06
0.32
0.27
0.85
1.68 $
(2.75 )
(2.75 )
(4.29 )
(4.29 )
0.17 $
0.05
0.33
0.30
0.93
1.78 $
0.27
0.07
0.38
0.33
1.14
2.19
Average Daily Production:
Natural gas (mcf)
NGLs (bbls)
Oil (bbls)
Total mcfe (c)
Balance Sheet Data:
Current assets (d)
Current liabilities (e)
Natural gas and oil properties, net
Total assets
Bank debt
Senior notes
Senior subordinated notes
Stockholders’ equity
Weighted average diluted shares outstanding
Cash dividends declared per common share
Statements of Cash Flows Data:
1,583,875
106,439
10,109
2,283,162
1,501,604
105,001
11,585
2,201,117
$
427,802
566,544
6,041,035
6,612,403
464,319
2,659,844
48,774
2,347,488
247,970
0.08
$
602,185
754,811
9,023,185
9,708,154
932,018
2,856,166
48,677
4,059,431
246,171
0.08
1,343,160 1,026,807
76,026
9,861
993,662
55,770
11,189
2,008,852 1,542,132 1,395,419
97,834
13,115
$
429,234 $
755,473
281,883 $ 439,074
351,720
702,653
9,566,737 9,256,337 6,361,305
11,728,841 11,282,245 6,900,031
86,427
1,208,467
876,428
738,101
2,851,754 2,848,591
48,498 1,826,775
5,774,272 5,408,368 2,759,658
166,389
0.16
245,458
0.08
189,868
0.08
48,585
Net cash provided from operating activities
Net cash provided from (used in) investing activities
Net cash (used in) provided from financing activities
$
$
681,843
39,478
(721,320 )
990,690
(695,434 )
(295,159 )
$
816,254 $
(1,139,057 )
322,937
387,068 $ 691,402
(218,772 )
(308,835 )
(472,607 )
(78,390 )
Proved Reserves Data (at end of period):
Natural gas (Bcf)
NGLs (Mmbbls)
Oil and condensate (Mmbbls)
Total proved reserves (Bcfe)
12,115
938
75
18,192
12,028
922
86
18,072
10,264
763
70
15,262
7,870
630
70
12,072
6,278
549
53
9,892
(a) Total costs and expenses include the following non-recurring items:
2019: $2.3 billion non-cash impairment related to our North Louisiana assets.
2018: Goodwill non-cash impairment of $1.6 billion and unproved non-cash impairment of $436.0 million related to our
North Louisiana assets.
(b) These are costs we believe fluctuate on a unit-of-production or per mcfe basis.
(c) Oil and NGLs are converted to mcfe at the rate of one barrel equals six mcf based upon the approximate energy content of oil and natural
gas, which is not indicative of the relationship between oil and natural gas prices.
(d) 2019 includes $136.8 million of derivative assets compared to $88.0 million of derivative assets in 2018, $58.6 million in 2017, $13.3
million in 2016 and $281.5 million in 2015.
(e) 2019 includes $13.1 million of derivative liabilities compared to $4.1 million in 2018, $44.2 million in 2017, $165.0 million in 2016 and
$1.1 million in 2015.
47
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to assist you in understanding our business and results of operations together with our
present financial condition and should be read in conjunction with the information under Item 8. Financial Statements and
Supplementary Data and other financial information found elsewhere in this Form 10-K. See also matters referenced in the foregoing
pages under “Disclosures Regarding Forward-Looking Statements.”
The following tables and discussions set forth key operating and financial data for the years ended December 31, 2019 and
2018. For similar discussions of the year ended December 31, 2018 compared to December 31, 2017 results, refer to Item 7.
“Managements’ Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on
Form 10-K for the year ended December 31, 2018 which was filed with the SEC on February 25, 2019.
Overview of Our Business
We are an independent natural gas, natural gas liquids (“NGLs,”) crude oil and condensate company engaged in the exploration,
development and acquisition of natural gas and crude oil properties located primarily in the Appalachian and North Louisiana regions
of the United States. We operate in one segment and have a single company-wide management team that administers all properties as
a whole rather than by discrete operating segments. We track only basic operational data by area. We do not maintain complete
separate financial statements information by area. We measure financial performance as a single enterprise and not on an area-by-area
basis.
Our overarching business objective is to build stockholder value through returns focused development, measured on a per share
debt adjusted basis. Our strategy to achieve our business objective is to generate consistent cash flow from reserves and production
through internally generated drilling projects occasionally coupled with complementary acquisitions and divestitures of non-core or, at
times, core assets. Our revenues, profitability and future growth depend substantially on prevailing prices for natural gas, NGLs, crude
oil and condensate and on our ability to economically find, develop, acquire and produce natural gas, NGLs and oil reserves.
Commodity prices have been and are expected to remain volatile. We believe we are well-positioned to manage the challenges
presented in such a volatile pricing environment by:
exercising discipline in our capital program as we target funding our capital spending within operating cash flows and, if
required, with borrowing under our bank credit facility;
continuing to optimize drilling, completion and operational efficiencies;
continuing to manage price risk by hedging our production; and
continuing to manage our balance sheet.
Prices for natural gas, NGLs, crude oil and condensate fluctuate widely and affect:
our revenues, profitability and cash flow;
the quantity of natural gas, NGLs and oil that we can economically produce;
the quantity of natural gas, NGLs and oil shown as proved reserves;
the amount of cash flow available to us for capital expenditures; and
our ability to borrow and raise additional capital.
We prepare our financial statements in conformity with U.S. GAAP, which require us to make estimates and assumptions that
affect our reported results of operations and the amount of our reported assets, liabilities and proved natural gas, NGLs and oil
reserves. We use the successful efforts method of accounting for our natural gas, NGLs and oil activities. Our corporate headquarters
is located in Fort Worth, Texas.
Potential for Future Impairments
We have in the past, and may incur in the future, impairments of proved and unproved property. As discussed elsewhere in this
Form 10-K, we recorded both proved and unproved impairments of our North Louisiana properties at December 31, 2019. Through
acquisition accounting, acquired asset values are recorded at their estimated fair market value at the time of closing. In 2016, when we
acquired our North Louisiana properties, commodity prices were significantly higher when compared to the current environment. Our
impairment assessment as of December 31, 2019 indicated the carrying amounts of our Marcellus properties were not impaired and
that estimated undiscounted cash flows significantly exceeded their carrying value.
48
Sources of Our Revenues
We derive our revenues from the sale of natural gas, NGLs, crude oil and condensate that is produced from our properties.
Revenues from product sales are a function of the volumes produced, prevailing market prices, product quality, gas Btu content and
transportation costs. Our revenues are generally recognized when control of the product is transferred to the customer and
collectability is reasonably assured. Cash settlements of derivative contracts are included in derivative fair value in the accompanying
statements of operations. Brokered natural gas, marketing and other revenues include revenue we receive as a result of selling natural
gas that is not our production (brokered), revenue from the release of transportation capacity where we have taken capacity ahead of
our production and marketing fees we receive from third parties.
Principal Components of Our Cost Structure
Direct operating. These are day-to-day costs incurred to bring hydrocarbons out of the ground along with the
daily costs incurred to maintain our producing properties. Such costs include compensation of our field
employees, maintenance, repairs and workover expenses related to our natural gas and oil properties. The
majority of these costs are expected to remain a function of supply and demand. Direct operating expenses also
include stock-based compensation expense (non-cash) associated with the amortization of equity grants as part of
the compensation of our field employees.
Transportation, gathering, processing and compression. Under some of our sales arrangements, we sell natural
gas and NGLs at a specific delivery point, pay transportation, gathering, processing and compression costs to a
third party and receive proceeds from the purchaser with no deduction. Transportation, gathering, processing and
compression expense represents costs paid by Range to third parties under these arrangements.
Production and ad valorem taxes. Production taxes are paid on produced natural gas and oil based on a
percentage of sales revenue (excluding derivatives) or at fixed rates established by the applicable federal, state or
local taxing authorities. In Louisiana, ad valorem tax assessments are based on capital costs, well age, depth and
production. The Pennsylvania impact fee on unconventional natural gas and oil production, which includes the
Marcellus Shale, is also included in this category.
Brokered natural gas and marketing. These expenses are gas purchases for brokered natural gas that is not part
of our production that we buy and sell plus the overhead, including payroll and benefits for our marketing staff.
These expenses also include costs related to transportation capacity we have taken ahead of our production.
Brokered natural gas and marketing expenses also include stock-based compensation expense (non-cash)
associated with the amortization of equity grants as part of our marketing staff compensation.
Exploration. These costs are geological and geophysical costs, such as payroll and benefits for the geological and
geophysical staff, seismic costs, delay rentals and the costs of unsuccessful exploratory dry holes. Exploration
expenses also include stock-based compensation expense (non-cash) associated with the amortization of equity
grants as part of the compensation of our exploration staff.
Abandonment and impairment of unproved properties. This category includes unproved property impairment
expense associated with oil and gas lease expirations, shifts in business strategy which may impact our number of
drilling locations or changing economic factors. Impairment on a majority of our unproved properties is assessed
and amortized on an aggregate basis based on average holding period, expected forfeiture rate and anticipated
drilling success.
General and administrative. These costs include overhead, such as payroll and benefits for our corporate staff,
costs of maintaining our headquarters, costs of managing our production and development operations, franchise
taxes, audit and other professional fees, legal compliance and legal settlements. Included in this category are
overhead expense reimbursements we receive from working interest owners of properties, for which we serve as
the operator. These reimbursements are received during both the drilling and operational stages of a property’s
life. General and administrative expenses also include stock-based compensation expense (non-cash) associated
with the amortization of equity grants as part of the compensation of our corporate staff and our non-employee
directors.
Deferred compensation plan. These costs relate to the increase or decrease in the value of the liability associated
with our deferred compensation plan. Our deferred compensation plan gives directors, officers and key
employees the ability to defer all or a portion of their salaries and bonuses and invest in our common stock or
make other investments at the individual’s discretion. The assets of this plan are held in a grantor trust, are
funded on the grant date and are available to satisfy the claims of our creditors in the event of bankruptcy or
insolvency. We do not maintain a defined benefit retirement plan for any of our employees. However, in fourth
quarter 2017, we implemented a succession plan enhancement for officers which includes a post-retirement
benefit plan to assist in providing health care to officers who are active employees and have met certain age and
service requirements. These benefits are provided up to age 65 or on the date they become eligible for Medicare.
49
Interest. We have typically financed a portion of our cash requirements with borrowings under our bank credit
facility and with longer-term debt securities. Also included in our interest expense are administrative fees
associated with our bank credit facility and the amortization of deferred financing costs. As a result, we incur
interest expense that is affected by both fluctuations in interest rates and our financing decisions. We currently
have no capitalized interest.
Depreciation, depletion and amortization. This category of expenses includes the systematic expensing of the
capitalized costs incurred to acquire, explore and develop natural gas, NGLs and oil. As a successful efforts
company, we capitalize all costs associated with our acquisition and development efforts and all successful
exploration efforts, and apportion these costs to each unit of production through depreciation, depletion and
amortization expense. This expense also includes the systematic, monthly accretion of the future abandonment
costs of tangible assets such as wells, service assets, pipelines and other facilities.
Income tax. We are subject to state and federal income taxes but are currently not in a cash taxpaying position for
federal income taxes, primarily due to the current deductibility and/or accelerated amortization of intangible
drilling costs (“IDC”). At this time, we generally do not pay significant state income taxes due to our state net
operating loss carryovers and our ability to follow the federal treatment of deducting IDC in most of the states in
which we operate. Currently, all of our federal taxes are deferred. As of December 31, 2019, we have federal
valuation allowances of $32.5 million and state valuation allowances of $158.3 million. For more information,
see Item 1A. Risk Factors-Certain federal income tax deductions currently available with respect to natural gas
and oil exploration and development may be eliminated or postponed and additional federal or state taxes on
natural gas extraction may be imposed, as a result of future legislation.
Management’s Discussion and Analysis of Results of Operations
Commodity prices have remained volatile. Natural gas, oil and NGLs benchmarks decreased in 2019 compared to 2018. As a
result, we experienced significant decreases in our price realizations. While operating in this lower commodity price environment, we
had many operational, financial and strategic successes in 2019. During 2019, we continued our focus on enhancing margins and
returns, driving operational efficiencies, simplifying our portfolio and maintaining liquidity. We believe we have positioned ourselves
for long-term success through the natural gas and oil business cycle. In summary, we exited 2019 with operational momentum,
investment flexibility and a robust financial liquidity position, which we expect to carry over to 2020.
Overview of 2019 Results
For the year ended December 31, 2019, we experienced a decrease in revenue from the sale of natural gas, NGLs and oil due to
25% decrease in net realized prices (average prices including all derivative settlements and third-party transportation costs paid by us)
partially offset by 4% higher production volumes when compared to 2018. Daily production in 2019 averaged 2.3 Bcfe compared to
2.2 Bcfe in 2018 as a result of drilling and completions in Pennsylvania. Average natural gas differentials were below NYMEX while
operating costs were lower when compared to 2018.
During 2019, we recognized net loss of $1.7 billion, or $6.92 per diluted common share compared to net loss of $1.7 billion, or
$7.10 per diluted common share during 2018. The year ended 2019 includes a $1.1 billion impairment of proved property compared to
a $1.6 billion goodwill impairment in the prior year, significantly higher abandonment and impairment of unproved property and
lower realized prices.
During 2019, we achieved the following financial and operating performance results:
received $784.9 million of proceeds, primarily from the sale, in three separate transactions, of a proportionately
reduced 2.5% overriding royalty primarily in our Washington County, Pennsylvania properties where we
received proceeds of $750.0 million;
repurchased $201.6 million face value of our senior notes at a discount and recorded a gain on early
extinguishment of debt;
achieved 4% production growth from 2018;
achieved 1% annual proved reserve growth, despite our royalty sales, with a 40% decrease in the standardized
after-tax measure of discounted future net cash flows when compared to 2018 primarily due to lower prices;
capital spending was 4% lower than original 2019 budget;
drilled 92.6 net wells with a 100% success rate;
continued expansion of our activities in the Marcellus Shale by growing production, proving up acreage and
acquiring additional unproved acreage;
reduced general and administrative expenses per mcfe 15% from 2018;
reduced interest expense per mcfe 12% from 2018;
50
reduced our DD&A rate per mcfe 16% from 2018;
reduced total debt by $667.6 million;
achieved a debt per mcfe of proved reserves of $0.18 compared to $0.21 in 2018;
entered into additional commodity-based derivative contracts for 2020 and 2021;
realized $681.8 million of cash flow from operating activities; and
ended the year with stockholders’ equity of $2.3 billion.
In 2019, operationally we continued to focus on flexibility, efficiencies and controlling costs. As evidenced by history and our
current industry environment, the prices at which we sell our production are volatile and we have little control over them. Therefore,
to improve our profitability, we focus our efforts on improving operating efficiency. We continue to focus on material reductions in
unit costs. As reservoirs are depleted and production rates decline, per unit production costs will generally increase. To lessen this
effect, we concentrate our production in core areas with low base decline rates where we can achieve economies of scale to help
manage our operating costs.
We generated $681.8 million of cash flow from operating activities in 2019, a decrease of $308.8 million from 2018 which
reflects significantly lower realized prices partially offset by higher production volumes and lower comparative working capital
outflows ($2.5 million inflow during 2019 compared to $8.2 million outflow in 2018). We ended 2019 with $1.7 billion of available
committed borrowing capacity, with an additional $600.0 million in borrowing base capacity available.
Acquisitions
During 2019, we spent $57.3 million to acquire unproved acreage compared to $62.4 million in 2018. We continue selective
acreage leasing and lease renewals to consolidate our acreage positions in the Marcellus Shale play in Pennsylvania.
Divestitures
Pennsylvania. In third quarter 2019, we sold, in three separate transactions, a proportionately reduced 2.5% overriding royalty
primarily in our Washington County, Pennsylvania leases for gross proceeds of $750.0 million and we recorded a loss of $36.5 million
which represents closing adjustments and transaction fees. In second quarter 2019, we sold natural gas and oil property, primarily
representing over 20,000 unproved acres, for proceeds of $34.0 million and recognized a gain of $5.9 million. In fourth quarter 2018,
we sold a proportionately reduced 1% overriding royalty in our Washington County, Pennsylvania leases for gross proceeds of $300.0
million and we recorded a loss of $10.2 million which represents closing adjustments and transaction fees.
Oklahoma. In 2018, we sold various properties in Northern Oklahoma for proceeds of $23.3 million and we recognized a net
loss of $39,000, after closing adjustments.
2020 Outlook
As we enter 2020, we believe we are positioned for sustainable long-term success. For 2020, our board of directors approved a
$520.0 million capital budget for natural gas, NGLs, crude oil and condensate related activities, excluding proved property
acquisitions, for which we do not budget. Our 2020 capital budget is 98% allocated to our Appalachian division. As has been our
historical practice, we will periodically review our capital expenditures throughout the year and may adjust the budget based on
commodity prices, drilling success and other factors. We expect our 2020 capital budget to achieve production similar to our 2019
production, as we target limiting our capital spending to at or below cash flow and, if required, with borrowings under our bank credit
facility. Our 2020 capital budget is designed to focus on continuing to improve corporate returns and generating free cash flow. To the
extent commodity prices decline, we may reduce the capital budget with the intent of limiting capital spending to at or below cash
flow. The prices we receive for our natural gas, NGLs and oil production are largely based on current market prices, which are beyond
our control. The price risk on a portion of our forecasted natural gas, NGLs and oil production for 2020 is mitigated by entering into
commodity derivative contracts and we intend to continue to enter into these types of contracts. We believe it is likely that commodity
prices will continue to be volatile during 2020.
Market Conditions
Prices for various quantities of natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows.
Prices for commodities, such as hydrocarbons, are inherently volatile. Significant commodity price declines decreased our average
realized prices. Recently, natural gas prices have decreased, when compared to December 2019, with the average NYMEX monthly
settlement price for natural gas decreasing to $1.88 per mcf for February 2020. Crude oil prices have also decreased, when compared
to December 2019, to $57.53 per barrel in January 2020. The following table lists related benchmarks for natural gas, oil and NGLs
composite prices for the years ended December 31, 2019 and 2018.
51
Benchmarks:
Average NYMEX prices (a)
Natural gas (per mcf)
Oil (per bbl)
2.62 $
57.21 $
0.45 $
(a) Based on average of bid week prompt month prices on the New York Mercantile Exchange (“NYMEX”).
(b) Based on our estimated NGLs product composition per barrel.
Mont Belvieu NGL composite (per gallon) (b)
$
$
$
3.07
65.49
0.67
Year Ended December 31,
2019
2018
Our price realizations (not including the impact of our derivatives) may differ from the benchmarks for many reasons,
including quality, location, or production being sold at different indices.
Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations
Our revenues vary from year to year as a result of changes in realized commodity prices and production volumes. For more
information, see “Sources of Our Revenues” above. In 2019, natural gas NGLs and oil sales decreased 21% from 2018 with a 4%
increase in production and a 24% decrease in realized prices (excluding cash settlements on our derivatives). The following table
illustrates the primary components of natural gas, NGLs, crude oil and condensate sales for the last two years (in thousands):
Natural gas, NGLs and Oil sales
Natural gas
NGLs
Oil and condensate
Total natural gas, NGLs and oil sales
2019
2018
$
$
1,388,838 $
681,134
185,453
2,255,425 $
1,663,832
931,360
255,885
2,851,077
Our production continues to grow through drilling success as we place new wells on production which is partially offset by the
natural decline of our natural gas and oil reserves through production and asset sales. For 2019, our production increased 10% in our
Appalachian region when compared to 2018. Production from our North Louisiana properties was 76.5 Bcfe in 2019 compared to
110.6 Bcfe in 2018. Our production for the last two years is set forth in the following table:
Production (a)
Natural gas (mcf)
NGLs (bbls)
Crude oil and condensate (bbls)
Total (mcfe) (b)
Average daily production (a)
Natural gas (mcf)
NGLs (bbls)
Crude oil and condensate (bbls)
Total (mcfe) (b)
2019
2018
578,114,351
38,850,130
3,689,805
833,353,961
548,085,437
38,325,251
4,228,439
803,407,577
1,583,875
106,439
10,109
2,283,162
1,501,604
105,001
11,585
2,201,117
(a) Represents volumes sold regardless of when produced.
(b) Oil and NGLs volumes are converted to mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy
content of oil and natural gas, which is not indicative of the relationship between oil and natural gas prices.
52
Our average realized price (including all derivative settlements and third-party transportation costs paid by Range) received
during 2019 was $1.49 per mcfe compared to $1.99 per mcfe in 2018. Because we record transportation costs on two separate bases,
as required by U.S. GAAP, we believe computed final realized prices should include the impact of transportation, gathering,
processing and compression expense. Average sales prices (excluding derivative settlements) do not include any derivative settlements
or third-party transportation costs which are reported in transportation, gathering and compression expense on the accompanying
consolidated statements of operations. Average sales prices (excluding derivative settlements) do include transportation costs where
we receive net proceeds from the purchaser. Our average realized price (including all derivative settlements and third-party
transportation costs paid by Range) calculation includes all cash settlements for derivatives. Average realized price calculations for the
last two years are shown below:
Average Prices
Average sales prices (excluding derivative settlements):
Natural gas (per mcf)
NGLs (per bbl)
Crude oil (per bbl)
Total (per mcfe) (a)
$
Average realized prices (including all derivative settlements):
$
Natural gas (per mcf)
NGLs (per bbl)
Crude oil (per bbl)
Total (per mcfe) (a)
Average realized prices (including all derivative settlements
and third-party transportation costs paid by Range):
Natural gas (per mcf)
NGLs (per bbl)
Crude oil (per bbl)
Total (per mcfe) (a)
$
2019
2018
2.40 $
17.53
50.26
2.71
2.64 $
18.85
49.74
2.93
1.36 $
7.03
49.74
1.49
3.04
24.30
60.52
3.55
2.98
22.62
51.60
3.39
1.74
11.15
51.60
1.99
(a) Oil and NGLs volumes are converted at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to natural
gas, which is not indicative of the relationship between oil and natural gas prices.
Realized prices include the impact of basis differentials and gains or losses realized from our basis hedging. The prices we
receive for our natural gas can be more or less than the NYMEX price because of adjustments for delivery location, relative quality
and other factors. The following table provides this impact on a per mcf basis:
Average natural gas differentials below NYMEX
Realized gains (losses) on basis hedging
$
$
(0.22 ) $
$
0.03
(0.03 )
(0.02 )
Year Ended December 31,
2019
2018
The following tables reflect our production and average realized commodity prices (excluding derivative settlements and third-
party transportation costs paid by Range) (in thousands, except prices):
Year Ended December 31,
Volume
Variance
Variance
Price
2019
2018
Natural gas
Price (per mcf)
Production (Mmcf)
Natural gas sales
2.40
— $
$
3.04 $
— 30,029 578,114
548,085
$ 1,663,832 $ (366,154 ) $ 91,160 $ 1,388,838
(0.64 ) $
53
Year Ended December 31,
Volume
Variance
Variance
Price
2019
2018
NGLs
Price (per bbl)
Production (Mbbls)
NGLs sales
$
24.30 $
38,325
— $
17.53
(6.77 ) $
525 38,850
—
$ 931,360 $ (262,981 ) $ 12,755 $ 681,134
Year Ended December 31,
Volume
Variance 2019
Variance
Price
2018
Crude oil
Price (per bbl)
Production (Mbbls)
Crude oil sales
$
60.52 $
4,228
$ 255,885 $
(10.26 ) $
—
50.26
3,690
(37,836 ) $ (32,596 ) $ 185,453
— $
(538 )
Year Ended December 31,
Volume
Variance
Variance
Price
2019
2018
Consolidated
Price (per mcfe)
Production (Mmcfe)
Total natural gas, NGLs and oil sales
2.71
— $
$
3.55 $
— 29,946 833,354
803,408
$ 2,851,077 $ (701,923 ) $ 106,271 $ 2,255,425
(0.84 ) $
Transportation, gathering, processing and compression expense was $1.2 billion in 2019 compared to $1.1 billion in 2018.
These third-party costs are higher due to our production growth in the Marcellus Shale where we have third-party gathering,
compression, processing and transportation agreements. Additionally, we experienced higher costs resulting from new in-service
pipelines, higher NGLs costs due to higher production and higher NGLs expense in North Louisiana due to fully utilizing amounts
that were previously accrued for as capacity commitments. We have included these costs in the calculation of average realized prices
(including all derivative settlements and third-party transportation expenses paid by Range). The following table summarizes
transportation, gathering, processing and compression expense for the last two years (in thousands) and on a per mcf and per barrel
basis:
Natural gas
NGLs
Total
Natural gas (per mcf)
NGLs (per bbl)
$
2019
740,061 $
459,236
2018
678,489
439,327
$ 1,199,297 $ 1,117,816
1.24
$
11.46
$
1.28 $
11.82 $
Derivative fair value income (loss) was income of $226.7 million in 2019 compared to loss of $51.2 million in 2018. All of our
derivatives are accounted for using the mark-to-market accounting method. Mark-to-market accounting treatment creates volatility in
our revenues as unrealized gains and losses from derivatives are included in total revenues. As commodity prices increase or decrease,
such changes will have an opposite effect on the mark-to-market value of our derivatives. Gains on our derivatives generally indicate
lower wellhead revenues in the future while losses indicate higher future wellhead revenues. At December 31, 2019, our commodity
derivative contracts were recorded at their fair value, which was a net derivative asset of $126.7 million, an increase of $45.8 million
from the $80.9 million net derivative asset recorded as of December 31, 2018. We have also entered into basis swap agreements to
limit volatility caused by changing differentials between NYMEX and regional prices received. These basis swaps are marked to
market and we recognized a net derivative asset of $9.4 million as of December 31, 2019 compared to a net derivative asset of $4.8
million as of December 31, 2018. As of December 31, 2019, we have propane basis swaps to limit the volatility caused by changing
differentials between Mont Belvieu and international propane indexes which are recognized as a net derivative liability of $14.1
million as of December 31, 2019 compared to a net derivative asset of $117,000 as of December 31, 2018. In connection with our
international propane swaps, we also have freight swap contracts which lock in the freight rate for a specific trade route on the Baltic
Exchange which are recognized as a net derivative asset of $1.5 million compared to a net derivative liability of $561,000 as of
December 31, 2018. The following table summarizes the impact of our commodity derivatives for the last two years (in thousands):
54
Derivative fair value income (loss) per consolidated statements of operations
Non-cash fair value gain (loss): (1)
Natural gas derivatives
Oil derivatives
NGLs derivatives
Freight derivatives
Total non-cash fair value gain (1)
Net cash receipt (payment) on derivative settlements:
Natural gas derivatives
Oil derivatives
NGLs derivatives
Total net cash receipt (payment)
2019
$ 226,681
$
2018
(51,192 )
$ 135,012
$
(35,950 )
(62,856 )
2,091
38,297
$
$
(84,889 )
57,149
108,908
(838 )
80,330
$ 139,253
$
(1,937 )
51,068
$ 188,384
$
(29,291 )
(37,709 )
(64,522 )
(131,522 )
(1) Non-cash fair value adjustments on commodity derivatives is a non-GAAP measure. Non-cash fair value adjustments on commodity derivatives
only represent the net change between periods of the fair market values of commodity derivative positions and exclude the impact of settlements
on commodity derivatives during the period. We believe that non-cash fair value adjustments on commodity derivatives is a useful supplemental
disclosure to differentiate non-cash fair market value adjustments from settlements on commodity derivatives during the period. Non-cash fair
value adjustments on commodity derivatives is not a measure of financial or operating performance under GAAP, nor should it be considered a
substitute for derivative fair value income or loss as reported in our consolidated statements of operations.
Brokered natural gas, marketing and other revenue was $345.5 million in 2019 compared to $482.8 million in 2018. We enter
into purchase transactions with third parties and separate sale transactions with third parties at different times to satisfy unused
pipeline capacity commitments. The 2019 period includes $332.0 million of revenue from the sale of natural gas that is not related to
our production (brokered) and $1.7 million of revenue from the sale of NGLs that is not related to our production. These revenues
both decreased compared to 2018 due to lower brokered volumes and lower sales prices. Fourth quarter 2018 also included a
production volume shortfall due to third-party processing facility plant repairs with additional volumes being purchased and sold to
satisfy our commitments.
Costs and Expenses per mcfe
We believe some of our expense fluctuations are best analyzed on a unit-of-production, or per mcfe, basis. The following
presents information about certain of our expenses on a per mcfe basis for the last two years:
Year Ended December 31,
Direct operating expense
Production and ad valorem tax expense
General and administrative expense
Interest expense
Depletion, depreciation and amortization expense
%
Change
2019 2018 Change
$ 0.16 $ 0.17 $ (0.01 )
0.05 0.06 (0.01 )
0.22 0.26 (0.04 )
0.23 0.26 (0.03 )
0.66 0.79 (0.13 )
(6 %)
(17 %)
(15 %)
(12 %)
(16 %)
Direct operating expense was $136.3 million in 2019 compared to $139.5 million in 2018. Direct operating expenses include
normally recurring expenses to operate and produce our wells, non-recurring workovers and repair-related expenses. On an absolute
basis, our direct operating expenses for 2019 decreased 2% from the prior year primarily due to lower water hauling/handling costs,
utilities, equipment rentals and pumper costs and the impact from the sale of our Northern Oklahoma properties in the prior year
partially offset by higher workover costs. We incurred $24.3 million of workover costs in 2019 compared to $9.8 million of workover
costs in 2018.
55
On a per mcfe basis, operating expense for 2019 decreased $0.01, or 6% from the same period of 2018, with the decrease due to
the impact from the sale of certain non-core assets in 2018 and lower water hauling/handling costs partially offset by higher workover
costs. We have experienced lower costs per mcfe as we have increased production from our Marcellus Shale wells due to their lower
operating cost relative to our other operating areas. Stock-based compensation expense represents the amortization of equity grants as
part of the compensation of field employees. The following table summarizes direct operating expenses per mcfe for the last two
years:
Lease operating expense
Workovers
Stock-based compensation (non-cash)
Total direct operating expense
Year Ended December 31,
%
Change
2019 2018 Change
$ 0.13 $ 0.16 $ (0.03 )
(19 %)
0.03 0.01 0.02 200 %
— — — — %
(6 %)
$ 0.16 $ 0.17 $ (0.01 )
Production and ad valorem taxes are paid based on market prices, not hedged prices. This expense category also includes the
Pennsylvania impact fee. In February 2012, the Commonwealth of Pennsylvania enacted an “impact fee” on unconventional natural
gas and oil production which includes the Marcellus Shale. The impact fee is based upon the year wells are drilled and the fee varies,
like a severance tax, based upon natural gas prices. The year ended December 31, 2019 includes a $25.9 million impact fee compared
to $32.4 million in the year ended December 31, 2018 with the decline primarily due to lower natural gas prices. Production and ad
valorem taxes (excluding the impact fee) were $12.0 million in 2019 compared to $13.7 million in 2018 with the decline also due to
lower natural gas prices. The following table summarizes production and ad valorem taxes per mcfe for the last two years:
Year Ended December 31,
Production taxes
Ad valorem taxes
Impact fee
Total production and ad valorem
2019
Change
2018
$ 0.01 $ 0.01 $ —
—
— —
0.04 0.05
(0.01 )
$ 0.05 $ 0.06 $ (0.01 )
%
Change
— %
— %
(20 %)
(17 %)
General and administrative expense was $181.1 million for 2019 compared to $209.8 million for 2018. The decrease in 2019,
when compared to 2018, is primarily due to lower stock-based compensation of $8.7 million, lower legal costs (including settlements)
of $14.4 million, lower salaries and benefits of $8.0 million and lower technology costs which were partially offset by higher bad debt
expenses of $5.3 million and higher franchise taxes.
On a per mcfe basis, general and administrative expense for 2019 decreased 15% from the same period of 2018, with the
decrease due to lower salaries and benefits and lower legal costs (including settlements). Stock-based compensation expense
represents the amortization of stock-based compensation awards granted to our employees and our non-employee directors as part of
their compensation. The following table summarizes general and administrative expenses per mcfe for the last two years:
General and administrative
Stock-based compensation (non-cash)
Total general and administrative expense
Year Ended December 31,
2019
2018
$ 0.18 $ 0.21
0.04 0.05
$ 0.22 $ 0.26
Change
$ (0.03 )
(0.01 )
$ (0.04 )
%
Change
(14 %)
(20 %)
(15 %)
56
Interest expense was $194.3 million for 2019 compared to $210.2 million for 2018. The following table presents information
about interest expense per mcfe for the last two years:
Bank credit facility
Senior notes
Amortization of deferred financing costs and other
Total interest expense
Average debt outstanding (in thousands)
Average interest rate (a)
Year Ended December 31,
2019
2018
$
$
0.04 $
0.18
0.01
0.23 $
0.06
0.19
0.01
0.26
$ 3,640,819
$ 4,182,340
5.1 %
4.9 %
(a) Includes commitment fees but excludes amortization of debt issue costs and amortization of discount.
On an absolute basis, the decrease in interest expense for 2019 from the same period of 2018 was primarily due to lower average
outstanding debt balances partially offset by slightly higher average interest rates. See Note 8 to our consolidated financial statements
for additional information. Average debt outstanding on the bank credit facility for 2019 was $772.1 million compared to $1.3 billion
for 2018 and the weighted average interest rate on the bank credit facility was 3.8% for 2019 compared to 3.7% in 2018.
Depletion, depreciation and amortization (“DD&A”) was $548.8 million in 2019 compared to $635.5 million in 2018. The
decrease in 2019 when compared to 2018 is due to a 16% decrease in depletion rates partially offset by a 4% increase in production
volumes.
On a per mcfe basis, DD&A decreased to $0.66 in 2019 compared to $0.79 in 2018. Depletion expense, the largest component
of DD&A, was $0.63 per mcfe in 2019 compared to $0.75 per mcfe in 2018. We have historically adjusted our depletion rates in the
fourth quarter of each year based on our year-end reserve report and at other times during the year when circumstances indicate there
has been a significant change in reserves or costs. We currently expect our DD&A rate to be approximately $0.50 per mcfe in 2020,
based on our current production estimates. In areas where we are actively drilling, such as the Marcellus Shale area, our fourth quarter
adjusted 2019 depletion rates were lower than the fourth quarter 2018 and 2017 depletion rates. Depletion rates in new plays tend to
be higher in the beginning as increased initial outlays are amortized over proved reserves based on early stages of evaluations. The
decrease in DD&A per mcfe in 2019 when compared to 2018 is due to the mix of our production from our properties with lower
depletion rates. The following table summarizes DD&A expenses per mcfe for the last two years:
Year Ended December 31,
2019 2018 Change
%
Change
Depletion and amortization $ 0.63 $ 0.75 $ (0.12 )
Depreciation
Accretion and other
0.01 0.01 —
0.02 0.03 (0.01 )
$ 0.66 $ 0.79 $ (0.13 )
(16 %)
— %
(33 %)
(16 %)
Other Operating Expenses
Total DD&A expenses
Our total operating expenses also include other expenses that generally do not trend with production. These expenses include
stock-based compensation, brokered natural gas and marketing, exploration expense, abandonment and impairment of unproved
properties, termination costs, deferred compensation plan expenses, gain on early extinguishment of debt, impairment of proved
properties and impairment of goodwill.
The following table details stock-based compensation that is allocated to functional expense categories for the last two years (in
thousands):
Direct operating expense
Brokered natural gas and marketing expense
Exploration expense
Exploration expense – one-time acceleration
General and administrative expense
General and administrative expense – one-time acceleration
Termination costs
Total stock-based compensation
2019
2018
$
$
1,928 $
1,856
1,566
—
35,061
—
1,971
42,382 $
2,109
1,452
1,921
—
43,806
—
—
49,288
57
Stock-based compensation includes the amortization of restricted stock and PSUs grants.
Brokered natural gas and marketing expense was $359.9 million in 2019 compared to $496.0 million in 2018. We enter into
purchase transactions with third parties and separate sale transactions with third parties at different times to satisfy unused capacity
commitments. The decrease in these costs reflects lower broker purchase volumes and lower purchase prices. Fourth quarter 2018 also
included a production shortfall due to a third-party processing facility plant repairs with additional volumes being purchased and sold
to satisfy our commitments. The following table details our brokered natural gas, marketing and other net margin which includes the
net effect of these third-party transactions for the two-year period ended December 31, 2019 (in thousands):
Brokered natural gas sales
Brokered NGLs sales
Other marketing revenue
Brokered natural gas purchases and transportation
Brokered NGLs purchases
Other marketing expense
$
Net brokered natural gas and marketing net margin
$
2019
332,006 $
1,661
11,842
(347,448 )
(1,592 )
(10,852 )
(14,383 ) $
2018
460,349
9,018
13,393
(477,962 )
(7,727 )
(10,358 )
(13,287 )
Exploration expense was $36.7 million in 2019 compared to $34.1 million in 2018. Exploration expense in 2019 was higher
compared to the prior year due to higher delay rentals and other costs somewhat offset by lower personnel costs. Stock-based
compensation represents the amortization of equity stock grants as part of the compensation of our exploration staff. The following
table details our exploration related expenses for the last two years (in thousands):
Year Ended December 31,
Seismic
Delay rentals and other
Personnel expense
Stock-based compensation expense
Exploratory dry hole expense
Total exploration expense
%
Change
$
2019
2018
(482 ) $
Change
67 $ (549 )
26,137 19,742 6,395
9,473 12,383 (2,910 )
(355 )
1,566 1,921
(15 )
4
$ 36,683 $ 34,117 $ 2,566
(11 )
(819 %)
32 %
(23 %)
(18 %)
(375 %)
8 %
Abandonment and impairment of unproved properties was $1.2 billion in 2019 compared to $515.0 million in 2018.
Impairment of individually insignificant unproved properties is assessed and amortized on an aggregate basis based on our average
holding period, expected forfeiture rate and anticipated drilling success. We assess individually significant unproved properties for
impairment on a quarterly basis and recognize a loss where circumstances indicate impairment in value. In determining whether a
significant unproved property is impaired we consider numerous factors including, but not limited to, current exploration plans,
favorable or unfavorable activity on the property being evaluated and/or adjacent properties, our geologists’ evaluation of the property
and the remaining months in the lease term for the property. In certain circumstances, our future plans to develop acreage may
accelerate our impairment. In 2019, an impairment of $1.2 billion was recorded in relation to North Louisiana unproved property
value allocated to previously acquired probable and possible reserves that we no longer have the intent to drill based on a shift in
capital allocation which materially impacted our drilling inventory compared to a similar impairment in North Louisiana of $436.0
million in 2018. As we continue to review our acreage positions and high grade our drilling inventory based on the price environment
or for other operational changes, additional leasehold impairments and abandonments may be recorded.
Termination costs in 2019 include $7.5 million of estimated severance costs and $2.0 million of accelerated vesting of equity
grants compared to favorable severance accrual adjustments of $373,000 in 2018. In 2019, we continued to implement work force
reductions in response to the lower commodity price environment including the closing of our Houston office.
Deferred compensation plan expense was a gain of $15.5 million in 2019 compared to $18.6 million in 2018. Our stock price
decreased to $4.85 at December 31, 2019 from $9.57 at December 31, 2018. This non-cash item relates to the increase or decrease in
value of the liability associated with our common stock that is vested and held in our deferred compensation plan. The deferred
compensation liability is adjusted to fair value by a charge or a credit to deferred compensation plan expense. Common shares are
placed in the deferred compensation plan when granted.
Gain on early extinguishment of debt was $5.4 million in 2019. We repurchased $201.6 million face value of our 5.75% senior
notes due 2021, our 5.875% senior notes due 2022 and our 5.00% senior notes due 2022. We repurchased these notes at a discount and
recorded a gain on early extinguishment after transaction costs and expensing the remaining deferred financing costs.
58
Impairment of proved properties increased to $1.1 billion in 2019 compared to $22.6 million in 2018. We assess our long-lived
assets whenever events or circumstances indicate the carrying value may not be recoverable. Fair value is generally determined using
an income approach based on internal estimates of future production levels, prices, drilling and operating costs and discount rates. In
some cases, we may also use a market approach, based on either anticipated sales proceeds less costs to sell or a market comparable
sales price. See Note 11 to our consolidated financial statements for details. The year ended 2019 included an impairment related to
our North Louisiana assets due to a shift in business strategy employed by management and the possibility of a divestiture of these
assets. As a result of our impairment assessments, we recorded non-cash impairment charges to reduce the carrying values of oil and
gas properties as follows:
2019: North Louisiana assets ($1.1 billion)
2018: Northwest Pennsylvania shallow legacy assets ($15.3 million)
2018: Oklahoma assets ($7.3 million)
Impairment of goodwill was $1.6 billion in 2018. During fourth quarter 2018, due to the significant decline in our stock price,
we performed a quantitative impairment assessment of our goodwill. Fair value was estimated based on a combination of a market and
an income approach. Goodwill is related to the excess purchase price over amounts assigned to assets acquired and liabilities assumed
in a business acquisition. Our estimate of fair value required us to use significant unobservable inputs including assumptions for
commodity prices, production, forward pricing curves, operating and development costs and other factors. Based on this analysis, we
determined the fair value of goodwill was zero and goodwill was fully impaired.
Income tax benefit was $500.3 million in 2019 compared to $30.5 million in 2018. The 2019 increase reflects a $439.6 million
additional loss before income taxes when compared to 2018. The year ended December 31, 2018 included a goodwill impairment of
$1.6 billion that was not benefited for tax. The effective tax rate was 22.6% in 2019 compared to 1.7% in 2018. The 2019 and 2018
effective tax rates were different than the statutory tax rate due to state income taxes and other discrete tax items which are detailed
below. For each of the two years ended December 31, 2019 and 2018, current income tax expense relates to state income taxes. The
following table summarizes our tax activity for the last two years (in thousands):
Total (loss) income before income taxes
U.S. federal statutory rate
Total tax (benefit) expense at statutory rate
Federal rate change
State and local income taxes, net of federal benefit
State rate and law change
Non-deductible goodwill impairment
Non-deductible executive compensation
Tax less than book equity compensation
Change in valuation allowances:
Federal valuation allowances & other
State valuation allowances & other
Permanent differences and other
Total benefit for income taxes
Effective tax rate
$
$
2019
(2,216,588 )
$
21 %
(465,483 )
2018
(1,776,970 )
21 %
(373,164 )
—
(83,348 )
(40,574 )
—
474
4,625
27,922
56,925
(832 )
(500,291 )
$
22.6 %
—
4,427
(17,231 )
344,651
759
2,095
20
7,638
316
(30,489 )
1.7 %
We estimate our ability to utilize our deferred tax assets by analyzing the reversal patterns of our temporary differences, our loss
carryforward periods and the Pennsylvania and Louisiana net operating loss carryforward limitations. Uncertainties such as future
commodity prices can affect our calculations and the expiration of loss carryforwards prior to utilization can result in recording a
partial as opposed to a full valuation allowance.
59
Management’s Discussion and Analysis of Financial Condition, Cash Flows, Capital Resources and Liquidity
Cash Flows
The following table presents sources and uses of cash and cash equivalents for the last two years (in thousands):
2019
2018
Sources of cash and cash equivalents
Operating activities
Disposal of assets
Borrowing on credit facility
Other
Total sources of cash and cash equivalents
Uses of cash and cash equivalents
Additions to natural gas and oil properties
Acreage purchases
Other property
Repayments on credit facility
Repayment of senior notes
Dividends paid
Repurchases of treasury stock
Other
Total uses of cash and cash equivalents
$
681,843 $
784,937
2,311,000
22,672
990,690
324,549
2,070,000
58,937
$ 3,800,452 $ 3,444,176
$
(687,277 ) $
(59,986 )
(1,162 )
(2,777,000 )
(195,432 )
(20,070 )
(6,908 )
(52,616 )
(960,916 )
(60,603 )
(1,477 )
(2,338,000 )
—
(19,940 )
—
(63,143 )
$ (3,800,451 ) $ (3,444,079 )
Cash flows from operating activities are primarily affected by production volumes and commodity prices, net of the effects of
settlements of our derivatives. Our cash flows from operating activities are also impacted by changes in working capital. We generally
maintain low cash and cash equivalent balances because we use available funds to reduce our bank debt. Short-term liquidity needs
are satisfied by borrowings under our bank credit facility. Because of this, and because our principal source of operating cash flows
(proved reserves to be produced in the following year) cannot be reported as working capital, we often have low or negative working
capital. We sell a portion of our production at the wellhead under floating market contracts. From time to time, we enter into various
derivative contracts to provide an economic hedge of our exposure to commodity price risk associated with anticipated future natural
gas, NGLs and oil production. The production we hedge has and will continue to vary from year to year depending on, among other
things, our expectation of future commodity prices. Since year-end 2019, we have entered into additional natural gas and NGLs
hedges for 2020 and 2021. Any payments due to counterparties under our derivative contracts should ultimately be funded by prices
received from the sale of our production. However, production receipts often lag payments to the counterparties. Any interim cash
needs are funded by borrowings under the bank credit facility. As of December 31, 2019, we have entered into derivative agreements
covering 387.2 Bcfe for 2020 and 20.4 Bcfe for 2021, not including our basis swaps.
Net cash provided from operating activities in 2019 was $681.8 million compared to $990.7 million in 2018. The decrease in
cash provided from operating activities is the result of a 25% decrease in realized prices partially offset by a 4% increase in production
volumes. Net cash provided from operating activities is also affected by working capital changes or the timing of cash receipts and
disbursements. Changes in working capital (as reflected in our consolidated statements of cash flows) for 2019 was an inflow of
$2.5 million compared to an outflow of $8.2 million for 2018.
Disposal of assets in 2019 included proceeds of $750.0 million from the sale, in three separate transactions, of a proportionately
reduced 2.5% overriding royalty in our Washington County, Pennsylvania leases and $34.0 million of proceeds from the sale of
unproved property in Pennsylvania. In 2018, we received proceeds of $300.0 million from the sale of a proportionately reduced 1%
overriding royalty in our Washington County, Pennsylvania leases and $23.3 million of proceeds from the sale of certain properties in
Northern Oklahoma.
60
Additions to natural gas and oil properties are our most significant use of cash and cash equivalents. These cash outlays are
associated with our drilling and completion capital budget program. The following table shows capital expenditures by region and
reconciles to additions to natural gas and oil properties as presented on our consolidated statements of cash flows for the last two years
(in thousands):
Appalachian
North Louisiana
Other
Total
Change in capital expenditure accrual for proved properties
Additions to natural gas and oil properties
2019
2018
$
$
604,721
65,846
—
670,567
16,710
687,277
$
$
715,690
131,188
(561 )
846,317
114,599
960,916
Repayment of senior notes for 2019 includes open market purchases of $101.8 million principal amount of our 5.75% senior
notes due 2021, $68.1 million principal amount of our 5.00% senior notes due 2022 and $31.6 million principal amount of our 5.875%
senior notes due 2022.
Liquidity and Capital Resources
Our main sources of liquidity and capital resources are internally generated cash flow from operating activities, a bank credit
facility with uncommitted and committed availability, asset sales and access to the debt and equity capital markets. In April 2018, we
entered into an amended and restated bank credit facility with a maturity date of April 13, 2023. We must find new and develop
existing reserves to maintain and grow our production and cash flows. We accomplish this primarily through successful drilling
programs which require substantial capital expenditures. Lower prices for natural gas, NGLs and oil may reduce the amount of natural
gas, NGLs and oil we can economically produce and can also affect the amount of cash flow available for capital expenditures and our
ability to borrow or raise additional capital.
We currently believe that net cash generated from operating activities, unused committed borrowing capacity under our bank
credit facility and proceeds from asset sales combined with our natural gas, NGLs and oil derivatives currently in place will be
adequate to satisfy near-term financial obligations and liquidity needs. While our expectation is to operate within our internally
generated cash flow, to the extent our capital requirements exceed our internally generated cash flow and proceeds from asset sales,
we will use borrowings under our credit facility or debt or equity may be issued to fund these requirements. Long-term cash flows are
subject to a number of variables including the level of production and prices as well as various economic conditions that have
historically affected the natural gas and oil business. We establish a capital budget at the beginning of each calendar year and review it
during the course of the year. Our 2020 capital budget is $520.0 million. Actual capital expenditure levels may vary due to many
factors, including drilling results, natural gas, NGLs, crude oil and condensate prices, industry conditions, the prices and availability of
goods and services and the extent to which properties are acquired or assets are sold.
Commodity prices have remained volatile. We have adjusted and must continue to adjust our business through efficiencies and
cost reductions to compete in the current price environment which also requires reductions in overall debt levels over time. We plan to
continue to work towards profitable growth within our cash flows. We would expect to monitor the market and look for opportunities
to refinance or reduce debt based on market conditions. We believe we are well-positioned to manage the challenges presented in a
low commodity price environment and that we can endure continued volatility in current and future commodity prices by:
exercising discipline in our capital program with our goal to target funding our capital spending within
operating cash flows and, if required, with borrowings under our bank credit facility;
continuing to optimize our drilling, completion and operational efficiencies;
continuing to manage price risk by hedging our production volumes; and
continuing to manage our balance sheet.
We believe that we will have adequate capital resources and liquidity for the foreseeable future because (1) we have significant
borrowing capacity under our bank credit facility with a maturity in 2023 (2) we have commodity derivatives in place which cover a
portion of our 2020 and 2021 production (3) we can reduce our capital expenditures for extended periods of time if necessary and
(4) as of December 31, 2019, the maturity of our senior and senior subordinated notes extend one year or more and such notes carry
attractive fixed interest rates ranging from 4.875% to 5.875%. In January 2020, we issued $550.0 million aggregate principal amount
of 9.25% senior notes due 2026 for an estimated net proceeds of $541.6 million. On the closing of the 9.25% senior notes, we used the
proceeds to redeem $324.1 million of our 5.75% senior notes due 2021 and $175.9 million of our 5.875% senior notes due 2022,
which was completed in February 2020. For additional information, see Note 8 to our consolidated financial statements.
From time to time, we may seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for other
debt or equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if
61
any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts
may be material.
Credit Arrangements
Long-term debt at December 31, 2019 totaled $3.2 billion, including $477.0 million of bank credit facility debt, $2.7 billion of
senior notes and $49.0 million of senior subordinated notes. As of December 31, 2019, we maintain a bank credit facility with a
borrowing base of $3.0 billion and aggregate lender commitments of $2.4 billion. As of December 31, 2019, we also have
$250.2 million of undrawn letters of credit. The bank credit facility is secured by substantially all of our assets and has a maturity date
of April 13, 2023. Availability under the bank credit facility, during a non-investment grade period, is subject to a borrowing base set
by the lenders annually (at their discretion) with an option to reset the borrowing base more often in certain circumstances.
Availability under the bank credit facility during an investment grade period is limited to the aggregate lender commitments. The
borrowing base is dependent on a number of factors, but primarily the lenders’ assessments of future cash flows. Redeterminations of
the borrowing base to maintain or reduce the amount thereof require approval of two-thirds of the lenders and increases require 95%
approval of the lenders.
Our bank credit facility imposes limitations on the payment of dividends and other restricted payments (as defined under the
debt agreements for our bank debt). The debt agreements also contain customary covenants relating to debt incurrence, liens,
investments and financial ratios. We were in compliance with all covenants at December 31, 2019.
Proved Reserves
To maintain and grow production and cash flow, we must continue to develop existing proved reserves and locate or acquire
new natural gas, NGLs and oil reserves. The following is a discussion of proved reserves, reserve additions and revisions and future
net cash flows from proved reserves.
Proved Reserves:
Beginning of year
Reserve additions
Reserve revisions
Purchases
Sales
Production
End of year
Proved Developed Reserves:
Beginning of year
End of year
2019
Year End December 31,
2018
(Mmcfe)
18,072,406
1,161,274
303,068
—
(511,811 )
(833,354 )
18,191,583
15,262,361
3,143,898
731,735
—
(262,180 )
(803,408 )
18,072,406
9,756,870
9,902,467
8,348,074
9,756,870
Our proved reserves at year-end 2019 were 18.2 Tcfe compared to 18.1 Tcfe at year-end 2018. Natural gas comprised
approximately 67% of our proved reserves at year-end 2019, 2018 and 2017.
Reserve Additions and Revisions. During 2019, we added 1.2 Tcfe of proved reserves from drilling activities and evaluation of
proved areas primarily in the Marcellus Shale. Approximately 83% of 2019 reserve additions was attributable to natural gas. Included
in 2019 proved reserves is a total of 475.0 Mmbbls of ethane reserves (2,102 Bcfe) in the Marcellus Shale, which represents reserves
that match volumes delivered under our existing long-term, extendable contracts. Revisions of previous estimates of 303.1 Bcfe
includes positive performance revisions of 922.2 Bcfe somewhat offset by 601.3 Bcfe reserves reclassified to unproved due to drilling
plans and negative pricing revisions of 17.8 Bcfe.
During 2018, we added 3.1 Tcfe of proved reserves from drilling activities and evaluation of proved areas primarily in the
Marcellus Shale. Approximately 72% of 2018 reserve additions was attributable to natural gas. Included in 2018 proved reserves is a
total of 468.9 Mmbbls of ethane reserves (2,074 Bcfe) in the Marcellus Shale, which represents reserves that match volumes delivered
under our existing long-term, extendable contracts. Revisions of previous estimates of 731.7 Bcfe include positive pricing revisions of
11.0 Bcfe, improved recovery for our Marcellus Shale properties of 154.0 Bcfe and positive performance revisions of 945.5 Bcfe
somewhat offset by 378.8 Bcfe reserves reclassified to unproved due to drilling plans.
Sales. In 2019, we sold 511.8 Bcfe of reserves in Pennsylvania. In 2018, we sold 143.6 Bcfe of reserves in Pennsylvania and
118.2 Bcfe of reserves in Oklahoma.
62
Future Net Cash Flows. At December 31, 2019, the present value (discounted at 10%) of estimated future net cash flows from
our proved reserves was $7.6 billion. The present value of our estimated future net cash flows at December 31, 2018 was $13.2
billion. This present value was calculated based on the unweighted average first-day-of-the-month oil and gas prices for the prior
twelve months held flat for the life of the reserves, in accordance with SEC rules. At December 31, 2019, the after-tax present value of
estimated future net cash flows from our proved reserves was $6.6 billion compared to $11.1 billion at December 31, 2018.
The present value of future net cash flows does not purport to be an estimate of the fair market value of our proved reserves. An
estimate of fair value would also take into account, among other things, anticipated changes in future prices and costs, the expected
recovery of reserves in excess of proved reserves and a discount factor more representative of the time value of money to the
evaluating party and the perceived risks inherent in producing oil and gas.
Capitalization and Dividend Payments
As of December 31, 2019 and 2018, our total debt and capitalization were as follows (in thousands):
Bank debt
Senior notes
Senior subordinated notes
Total debt
Stockholders’ equity
Total capitalization
Debt to capitalization ratio
2019
$
464,319 $
2,659,844
48,774
3,172,937
2,347,488
5,520,425 $
57.5%
$
2018
932,018
2,856,166
48,677
3,836,861
4,059,431
7,896,292
48.6%
The amount of future dividends is subject to declaration by the board of directors and primarily depends on earnings, capital
expenditures and various other factors. In 2019, we paid $20.1 million in dividends to our stockholders ($0.02 per share per quarter)
compared to $19.9 million in 2018 ($0.02 per share per quarter). In January 2020, we announced that the board has suspended the
dividend.
Cash Contractual Obligations
Our contractual obligations include long-term debt, operating leases, derivative obligations, asset retirement obligations, and
transportation, gathering and processing commitments. As of December 31, 2019, we do not have any capital leases or any significant
off-balance sheet debt or other such unrecorded obligations and we have not guaranteed any debt of any unrelated party. As of
December 31, 2019, we had a total of $250.2 million of letters of credit outstanding under our bank credit facility. The table below
provides estimates of the timing of future payments that we are obligated to make based on agreements in place at December 31, 2019.
In addition to the contractual obligations listed on the table below, our consolidated balance sheet at December 31, 2019 reflects
accrued interest payable on our bank debt of $2.2 million, which is payable in first quarter 2020. We expect to make interest payments
through the end of each note maturity, based upon the amounts outstanding at December 31, 2019, of $23.0 million per year on our
5.75% senior and senior subordinated notes, $64.0 million per year on our 5.0% senior and senior subordinated notes, $36.6 million
per year on our 4.875% senior notes and $17.5 million on our 5.875% senior notes.
63
The following summarizes our contractual financial obligations at December 31, 2019 and their future maturities. We expect to
fund these contractual obligations with cash generated from operating activities, borrowings under our bank credit facility, additional
debt issuances and proceeds from asset sales (in thousands).
Debt:
Bank debt due 2023 (a)
5.75% senior subordinated notes due 2021
5.0% senior subordinated notes due 2022
5.0% senior subordinated notes due 2023
5.75% senior notes due 2021
5.00% senior notes due 2022
5.00% senior notes due 2023
5.875% senior notes due 2022
4.875% senior notes due 2025
Other obligations:
Operating leases, net
Software licenses and other
Transportation and gathering commitments (b)
Asset retirement obligation liability (c)
Total contractual obligations (d)
2020
2021
2022
and 2024 Thereafter
Total
Payment due by period
2023
$
— $
—
—
—
—
—
—
—
—
— $
22,214
—
—
374,139
—
—
—
—
— $ 477,000 $
—
—
—
19,054
7,712
—
—
—
—
511,886
741,531
—
—
297,617
—
—
— $
—
—
—
—
—
—
—
750,000
477,000
22,214
19,054
7,712
374,139
511,886
741,531
297,617
750,000
31,245
3,966
945,392
2,394
80,750
4,942
905,920 1,723,519 5,154,987 9,678,944
253,391
$ 982,997 $ 1,360,255 $ 1,741,737 $ 2,962,956 $ 6,171,235 $ 13,219,180
14,252
524
949,126
—
15,262
—
12,968
226
7,023
226
250,986
11
—
(a) Due at termination date of our bank credit facility. Interest paid on our bank credit facility would be approximately $14.3 million each year
assuming no change in the interest rate or outstanding balance.
(b) Amounts included transportation and gathering commitments after 2024 will decline as follows: $764.0 million in 2025; $688.0 million in 2026;
$618.0 million in 2027; $580.0 million in 2028; $500.0 million in 2029; declining to $167.0 million in 2033 until the final year of $7.0 million in
2039.
(c) The ultimate settlement amount and timing cannot be precisely determined in advance. See Note 9 to our consolidated financial statements.
(d) This table excludes the liability for the deferred compensation plans since these obligations will be funded with existing plan assets.
In addition to the amounts included in the above table, we have entered into additional agreements which are contingent on
certain pipeline modifications and/or construction for natural gas volumes of 25,000 mcf per day, which is expected to begin in 2022
and has a six-year term.
Delivery Commitments
We have various volume delivery commitments that are related to our Marcellus Shale and North Louisiana areas. We expect to
be able to fulfill our contractual obligations from our own production; however, we may purchase third-party volumes to satisfy our
commitments or pay demand fees for commitment shortfalls, should they occur. As of December 31, 2019, our delivery commitments
through 2031 were as follows:
Year Ending
December 31,
2020
2021
2022
2023
2024 - 2028
2029
2030 - 2031
Natural Gas
(mmbtu per day)
528,607
491,313
370,179
167,970
100,000
100,000
—
Ethane and Propane
(bbls per day)
81,000
65,932
43,000
35,000
35,000
20,000
20,000
In addition to the amounts included in the above table, we have contracted with a pipeline company through 2035 to deliver
ethane production volumes from our Marcellus Shale wells. These agreements and related fees, which are contingent upon pipeline
construction and/or modification, are for 3,000 bbls per day starting in 2021 and increasing to 10,000 bbls per day through 2035. In
addition, we have agreements in place to deliver natural gas volumes from our Marcellus Shale wells, which are also contingent upon
pipeline construction and/or modification, for 35,000 mcf per day starting late 2020, increasing to 50,000 mcf per day in 2021 and
decreasing to 15,000 mcf per day in 2025.
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Other
We have various midstream service agreements in North Louisiana for gathering, processing and transporting of natural gas and
NGLs. Pursuant to the gas processing agreement, we must pay a quarterly deficiency payment based on the firm-commitment fixed
fee if the cumulative minimum volume commitment as of the end of a quarter exceeds the sum of (i) the cumulative volumes
processed under the processing agreement as of the end of the quarter plus (ii) volumes corresponding to deficiency payments incurred
prior to each quarter. In the event these properties are sold in the future and any or all of these charges are retained by us, we would
recognize and accrue these future divestiture-related charges, which could be significant.
We lease acreage that is generally subject to lease expiration if initial wells are not drilled within a specified period, generally
between three and five years. We do not expect to lose significant lease acreage because of failure to drill due to inadequate capital,
equipment or personnel. However, based on our evaluation of prospective economics, including the cost of infrastructure to connect
production, we have allowed acreage to expire and will allow additional acreage to expire in the future. To date, our expenditures to
comply with environmental or safety regulations have not been a significant component of our cost structure and are not expected to
be significant in the future. However, new regulations, enforcement policies, claims for damages, or other events could result in
significant future costs.
Hedging – Natural Gas, Oil and NGLs Prices
We use commodity-based derivative contracts to help manage exposures to commodity price fluctuations. We do not enter into
these arrangements for speculative or trading purposes. We do not utilize complex derivatives as we typically utilize commodity
swaps, swaptions and calls to (1) reduce the effect of price volatility on the commodities we produce and sell and (2) support our
annual capital budget and expenditure plans. In addition, we may utilize basis contracts to hedge the differential between NYMEX and
those of our physical pricing points or between Mont Belvieu and international propane indexes. For more discussion of our derivative
activities, see Management’s Discussion of Critical Accounting Estimates – Natural Gas and Oil Derivatives below and Item 7A.
Quantitative and Qualitative Disclosures about Market Risk – Commodity Price Risk and Other Commodity Risk. For more
information regarding the accounting for our derivatives, see the discussion in Notes 2, 10 and 11 to our consolidated financial
statements. While there is a risk that the financial benefit of rising natural gas, NGLs and oil prices may not be captured, we believe
the benefits of stable and predictable cash flow are more important. Among these benefits are a more efficient utilization of existing
personnel and planning for future staff additions, the flexibility to enter into long-term projects requiring substantial committed
capital, smoother and more efficient execution of our ongoing development drilling and production enhancement programs, more
consistent returns on invested capital and better access to bank and other credit markets.
Interest Rates
At December 31, 2019, we had $3.2 billion of debt outstanding. Of this amount, $2.7 billion bears interest at fixed rates
averaging 5.2%. Bank debt totaling $477.0 million bears interest at floating rates, which averaged 3.0% at year-end 2019. The 30-day
LIBOR rate on December 31, 2019 was 1.8%. A 1% increase in short-term interest rates on the floating-rate debt outstanding at
December 31, 2019 would cost us approximately $4.8 million in additional annual interest expense.
Off-Balance Sheet Arrangements
We do not currently utilize any off-balance sheet arrangements with unconsolidated entities to enhance our liquidity or capital
resources position. However, as is customary in the natural gas and oil industry, we have various contractual work commitments
which are described above under cash contractual obligations.
Inflation and Changes in Prices
Our revenues, the value of our assets and our ability to obtain bank loans or additional capital on attractive terms have been and
will continue to be affected by changes in natural gas, NGLs and oil prices and the costs to produce our reserves. Natural gas, NGLs
and oil prices are subject to significant fluctuations that are beyond our ability to control or predict. Although certain of our costs and
expenses are affected by general inflation, inflation does not normally have a significant effect on our business. We expect costs in
2020 to continue to be a function of supply and demand. Natural gas and oil prices have remained depressed. We continue to
experience a decline in our cost structure.
Management’s Discussion of Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The
preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at year-end and the reported amounts of revenues and expenses during the
year. Accounting estimates are considered to be critical if (1) the nature of the estimates and assumptions is material due to the levels
of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to changes; and
65
(2) the impact of the estimates and assumptions on financial condition or operating performance is material. Actual results could differ
from the estimates and assumptions used.
Estimated Quantities of Net Reserves
We use the successful efforts method of accounting for natural gas and oil producing activities as opposed to the alternate
acceptable full cost method. We believe that net assets and net income are more conservatively measured under the successful efforts
method of accounting than under the full cost method, particularly during periods of active exploration. One difference between the
successful efforts method of accounting and the full cost method is that under the successful efforts method, all exploratory dry holes
and geological and geophysical costs are charged against earnings during the periods they occur; whereas, under the full cost method
of accounting, such costs are capitalized as assets, pooled with the costs of successful wells and charged against earnings of future
periods as a component of depletion expense. Under the successful efforts method of accounting, successful exploration drilling costs
and all development costs are capitalized and these costs are systematically charged to expense using the units of production method
based on proved developed natural gas and oil reserves as estimated by our engineers and audited by independent engineers. Costs
incurred for exploratory wells that find reserves that cannot yet be classified as proved are capitalized on our balance sheet if (1) the
well has found a sufficient quantity of reserves to justify its completion as a producing well and (2) we are making sufficient progress
assessing the reserves and the economic and operating viability of the project. Proven property leasehold costs are amortized to
expense using the units of production method based on total proved reserves. Properties are assessed for impairment as circumstances
warrant (at least annually) and impairments to value are charged to expense. The successful efforts method inherently relies upon the
estimation of proved reserves, which includes proved developed and proved undeveloped volumes.
Proved reserves are defined by the SEC as those volumes of natural gas, NGLs, condensate and crude oil that geological and
engineering data demonstrate with reasonable certainty are recoverable in future years from known reservoirs under existing economic
and operating conditions. Proved developed reserves are volumes expected to be recovered through existing wells with existing
equipment and operating methods. Proved undeveloped reserves include reserves for which a development plan has been adopted
indicating each location is scheduled to be drilled within five years from the date it was booked as proved reserves, unless specific
circumstances justify a longer time. Although our engineers are knowledgeable of and follow the guidelines for reserves established
by the SEC, the estimation of reserves requires engineers to make a significant number of assumptions based on professional
judgment. Reserve estimates are updated at least annually and consider recent production levels and other technical information.
Estimated reserves are often subject to future revisions, which could be substantial, based on the availability of additional information,
including reservoir performance, new geological and geophysical data, additional drilling, technological advancements, price and cost
changes and other economic factors. Changes in natural gas, NGLs and oil prices can lead to a decision to start up or shut in
production, which can lead to revisions to reserve quantities. Reserve revisions in turn cause adjustments in our depletion rates. We
cannot predict what reserve revisions may be required in future periods. Reserve estimates are reviewed and approved by our Senior
Vice President of Reservoir Engineering and Economics, who reports directly to our President and Chief Executive Officer. To further
ensure the reliability of our reserve estimates, we engage independent petroleum consultants to audit our estimates of proved reserves.
Estimates prepared by third parties may be higher or lower than those included herein. Independent petroleum consultants audited
approximately 90% of our reserves in 2019 compared to 94% in 2018. Historical variances between our reserve estimates and the
aggregate estimates of our consultants have been less than 5%. The reserves included in this report are those reserves estimated by our
petroleum engineering staff. For additional discussion, see Items 1 & 2. Business and Properties – Proved Reserves.
Depletion rates are determined based on reserve quantity estimates and the capitalized costs of producing properties. As the
estimated reserves are adjusted, the depletion expense for a property will change, assuming no change in production volumes or the
capitalized costs. While total depletion expense for the life of a property is limited to the property’s total cost, proved reserve revisions
result in a change in the timing of when depletion expense is recognized. Downward revisions of proved reserves may result in an
acceleration of depletion expense, while upward revisions tend to lower the rate of depletion expense recognition. Based on proved
reserves at December 31, 2019, we estimate that a 1% change in proved reserves would increase or decrease 2020 depletion expense
by approximately $4.0 million (based on current production estimates). Estimated reserves are used as the basis for calculating the
expected future cash flows from property asset groups, which are used to determine whether that property may be impaired. Reserves
are also used to estimate the supplemental disclosure of the standardized measure of discounted future net cash flows relating to
natural gas and oil producing activities and reserve quantities in Note 18 to our consolidated financial statements. Changes in the
estimated reserves are considered a change in estimate for accounting purposes and are reflected on a prospective basis. It should not
be assumed that the standardized measure is the current market value of our estimated proved reserves.
Fair Value Estimates
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. There are three approaches for measuring the fair value of assets and liabilities: the
market approach, the income approach and the cost approach, each of which includes 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, or range of present values, 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. This is often referred
66
to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant
to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.
The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and
does not prioritize among the techniques. These standards establish 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. Level 1 inputs are given the highest priority in the fair value hierarchy, while Level 3 inputs are
given the lowest priority. The three levels of the fair value hierarchy are as follows:
Level 1-Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active
markets as of the measurement date. Active markets are those in which transactions for the asset or liability
occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data. These are
inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly
observable as of the measurement date.
Level 3-Unobservable inputs for which there is little, if any, market activity for the asset or liability being
measured. These inputs reflect management’s best estimates of the assumptions market participants would use
in determining fair value. Our Level 3 measurements consist of instruments using standard pricing models and
other valuation methods that utilize unobservable pricing inputs that are significant to the overall value.
Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities 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. See Note 11 to the consolidated financial statements for disclosures regarding our fair value measurements.
Impairment Assessments of Natural Gas and Oil Properties
Long-lived assets in use are assessed for impairment whenever changes in facts and circumstances indicate that the carrying
value of the assets may not be recoverable, including a significant reduction in prices of natural gas, oil, condensate and NGLs,
reductions to our capital budget, unfavorable adjustments to reserves, significant changes in the expected timing of production and
other changes to contracts or changes in the regulatory environment in which a property is located. For purposes of an impairment
evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which generally
is field-by-field, in certain instances, by logical grouping of assets if there is significant shared infrastructure or contractual terms that
cause economic interdependency amongst separate, discrete fields. If the sum of the undiscounted estimated cash flows from the use
of the asset group and its eventual disposition is less than the carrying value of an asset group, the carrying value is written down to
the estimated fair value. During 2019, a change in business strategy employed by management in North Louisiana and the possibility
of a divestiture of these assets triggered an assessment of these long-lived assets for impairment. We estimated the fair values using a
discounted net cash flow model or an income approach and we recognized an impairment. As of December 31, 2019, our estimated
undiscounted cash flows relating to our remaining long-lived assets significantly exceeded their carrying values. See Note 11 to the
consolidated financial statements for discussion of impairments recorded in 2019, 2018 and 2017 and the related fair value
measurements.
Fair value calculated for the purpose of testing our natural gas and oil properties for impairment is estimated using the present
value of expected future cash flows method and comparative market prices when appropriate. Significant judgment is involved in
performing these fair value estimates since the results are based on forecasted assumptions. Significant assumptions include:
Future crude oil and condensate, NGLs and natural gas prices. Our estimates of future prices are based on market
information including published futures prices. Although these commodity prices may experience extreme volatility in
any given year, we believe long-term industry prices are driven by market supply and demand. The prices we use in our
fair value estimates are consistent with those used in our planning and capital investment reviews. There has been
significant volatility in crude oil and condensate, NGLs and natural gas prices and estimates of such future prices are
inherently imprecise. See Item 1A. Risk Factors for further discussion on commodity prices.
Estimated quantities of crude oil and condensate, NGLs and natural gas. Such quantities are based on risk adjusted
proved and probable reserves and resources such that the combined volumes represent the most likely expectation of
recovery. See Item 1A. Risk Factors for further discussion on reserves.
Expected timing of production. Production forecasts are the outcome of engineering studies which estimate reserves, as
well as expected capital programs. The actual timing of the production could be different than the projection. Cash
flows realized later in the projection period are less valuable than those realized earlier due to the time value of money.
The expected timing of production that we use in our fair value estimates is consistent with that used in our planning
and capital investment reviews.
67
Discount rate commensurate with the risks involved. We apply a discount rate to our expected cash flows based on a
variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. A
higher discount rate decreases the net present value of cash flows.
Future capital requirements. Our estimates of future capital requirements consider the assumptions utilized by
management for internal planning and budgeting.
We base our fair value estimates on projected financial information which we believe to be reasonably likely to occur. An
estimate of the sensitivity to changes in assumptions in our undiscounted cash flow calculations is not practicable, given the numerous
assumptions (e.g. reserves, pace and timing of development plans, commodity prices, capital expenditures, operating costs, drilling
and development costs, inflation and discount rates) that can materially affect our estimates. Unfavorable adjustments to some of the
above listed assumptions would likely be offset by favorable adjustments in other assumptions. For example, the impact of sustained
reduced commodity prices on future undiscounted cash flows would likely be partially offset by lower costs.
We also evaluate our unproved property investment periodically for impairment. The majority of these costs generally relate to
the acquisition of leaseholds and allocated probable and possible reserve value resulting from acquisitions. The costs are capitalized
and evaluated (at least quarterly) as to recoverability based on changes brought about by economic factors and potential shifts in
business strategy employed by management. Impairment of a significant portion of our unproved properties is assessed and amortized
on an aggregate basis based on our average holding period, expected forfeiture rate and anticipated drilling success. Potential
impairment of individually significant unproved property is assessed on a property-by-property basis considering a combination of
time, geologic and engineering factors. A portion of unproved property may relate to probable and possible reserves whose
recoverability is evaluated based on management expectations and ability to drill these locations. In certain circumstances, our future
plans to develop acreage may accelerate our impairment. In 2019, a $1.2 billion impairment was recorded associated with our North
Louisiana assets where we no longer have the intent to drill locations based on a shift in capital allocation which materially impacted
our drilling inventory. We have recorded abandonment and impairment expense related to unproved properties of $1.2 billion in 2019
compared to $515.0 million in 2018.
Natural Gas, NGLs and Oil Derivatives
All derivative instruments are recorded on our consolidated balance sheets as either an asset or a liability measured at its fair
value. Fair value measurements for all of our derivatives are based upon, among other things, option pricing models, futures,
volatility, time to maturity and credit risk and are discussed in Note 11 to our consolidated financial statements. Additional
information about derivatives and their valuation may be found in Item 7A. Quantitative and Qualitative Disclosures about Market
Risk.
Asset Retirement Obligations
We have significant obligations to remove tangible equipment and restore the surface at the end of natural gas and oil
production operations. Removal and restoration obligations are primarily associated with plugging and abandoning wells. Estimating
the future asset removal costs is difficult and requires us to make estimates and judgments because most of the removal obligations are
many years in the future and contracts and regulations often have vague descriptions of what constitutes removal. Asset removal
technologies and costs are constantly changing, as are regulatory, political, environmental, safety and public relations considerations.
Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate retirement costs, inflation
factors, credit-adjusted discount rates, timing of retirement, and changes in the legal, regulatory, environmental and political
environments. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligation
(“ARO”), a corresponding adjustment is made to the natural gas and oil property balance. For example, as we analyze actual plugging
and abandonment information, we may revise our estimate of current costs, the assumed annual inflation of the costs and/or the
assumed productive lives of our wells. During 2019, we increased our existing ARO by $7.1 million or approximately 2% of the ARO
balance at December 31, 2018 primarily related to increases in our estimated costs to plug and abandon wells in North Louisiana.
During 2018, we increased our existing ARO by $12.0 million or approximately 4% of the ARO balance at December 31, 2017
primarily related to an increase in our estimated costs to plug and abandon wells in Pennsylvania. See Note 9 to the consolidated
financial statements for disclosures regarding our asset retirement obligation estimates. In addition, increases in the discounted ARO
resulting from the passage of time are reflected as accretion expense, a component of depletion, depreciation and amortization in the
accompanying consolidated statements of operations. Because of the subjectivity of assumptions and the relatively long lives of most
of our wells, the costs to ultimately retire our wells may vary significantly from prior estimates. An estimate of the sensitivity to
operating results of other assumptions that had been used in recording these liabilities is not practical because of the number of
obligations that must be assessed, the number of underlying assumptions and the wide range of possible assumptions.
68
Income Taxes
We are subject to income and other taxes in all areas in which we operate. For financial reporting purposes, we provide taxes at
rates applicable for the appropriate tax jurisdictions. Estimates of amounts of income tax involve interpretation of complex tax laws,
including the 2017 Tax Act.
Our consolidated balance sheets include deferred tax assets. Deferred tax assets arise when expenses are recognized in the
financial statements before they are recognized in the tax returns or when income items are recognized in the tax returns before they
are recognized in the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax
payments due in future years. Ultimately, realization of a deferred tax asset depends on the existence of sufficient taxable income
within the future periods to absorb future deductible temporary differences, loss carryforwards or credits.
In assessing the realizability of deferred tax assets, management must consider whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Management considers all available evidence (both positive and negative)
in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies in making this assessment and judgment is required in considering the
relative weight of negative and positive evidence. We continue to monitor facts and circumstances in the reassessment of the
likelihood that operating loss carryforwards, credits and other deferred tax assets will be utilized prior to their expiration. As a result,
we may determine that an additional deferred tax asset valuation allowance should be established.
In assessing facts and circumstances surrounding the realizability of our deferred tax assets, we are required to apply judgment
to determine the weight of both positive and negative evidence in order to conclude whether the valuation allowance is necessary to
net operating loss carryforwards and other deferred tax assets. In determining whether a valuation allowance is required for our
deferred tax asset balances, we consider, among other factors, current financial position, results of operations, projected future taxable
income, tax planning strategies and new legislation. Significant judgment is involved in this determination as we are required to make
assumptions about future commodity prices, projected production, development activities, profitability of future business strategies
and forecasted economics in the oil and gas industry. Additionally, changes in the effective tax rate resulting from changes in tax law
and our level of earnings may limit utilization of deferred tax assets and will affect valuation of deferred tax balances in the future.
Changes in judgment regarding future realization of deferred tax assets may result in a reversal of all or a portion of the valuation
allowance. In the period that determination is made, our net income will benefit from a lower effective tax rate.
We believe our net deferred tax assets, after valuation allowances, will ultimately be realized. During 2019, we increased our
valuation allowances against our state net operating loss carryforwards, basis differences and credits from $101.4 million as of
December 31, 2018 to $158.3 million as of December 31, 2019. The federal valuation allowances increased from $19.0 million as of
December 31, 2018 to $32.5 million as of December 31, 2019. See Note 6 to our consolidated financial statements for further
information concerning our income taxes.
An estimate of the sensitivity to changes in our assumptions resulting in future income calculations is not practical, given the
numerous assumptions that can materially affect our estimates. Unfavorable adjustments to some of the assumptions would likely be
offset by favorable adjustments in other assumptions. For example, the impact of sustained reduced commodity prices on future
taxable income would likely be partially offset by lower capital expenditures.
We may be challenged by taxing authorities over the amount and/or timing of recognition of revenues and deductions in our
various income tax returns. Although we believe that we have adequately provided for all taxes, income or losses could occur in the
future due to changes in estimates or resolution of outstanding tax matters.
Contingent Liabilities
A provision for legal, environmental and other contingent matters is charged to expense when the loss is probable and the cost
or range of cost can be reasonably estimated. Judgment is often required to determine when expenses should be recorded for legal,
environmental and contingent matters. In addition, we often must estimate the amount of such losses. In many cases, our judgment is
based on the input of our legal advisors and on the interpretation of laws and regulations, which can be interpreted differently by
regulators and/or the courts. Actual costs can differ from estimates for many reasons. We monitor known and potential legal,
environmental and other contingent matters and make our best estimate of when to record losses for these matters based on available
information. Although we continue to monitor all contingencies closely, particularly our outstanding litigation, we currently have no
material accruals for contingent liabilities. We generally record losses related to these type of contingencies as general and
administrative expense in the consolidated statements of operations.
69
Stock-based Compensation Arrangements
The fair value of performance-based share awards (where the performance condition is based on market conditions) is estimated
on the date of grant using a Monte Carlo simulation method. A Monte Carlo simulation model utilizes multiple input variables that
determine the probability of satisfying the market condition stipulated in the award grant. The fair value of restricted stock awards and
performance-based awards where the performance condition is based on internal performance metrics is determined based on the fair
market value of our common stock on the date of grant.
We recognize stock-based compensation expense on a straight-line basis over the requisite service period for the entire award.
The expense we recognize is net of estimated forfeitures. We estimate our forfeiture rate based on prior experience and adjust it as
circumstances warrant. See Note 12 to our consolidated financial statements for more information.
Accounting Standards Not Yet Adopted
Refer to Note 2 to our consolidated financial statements for a discussion of new accounting pronouncements that may affect us
in the future.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about
our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas,
NGLs and oil prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather
indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our
ongoing market-risk exposure. All of our market-risk sensitive instruments were entered into for purposes other than trading. All
accounts are U.S. dollar denominated.
Market Risk
We are exposed to market risks related to the volatility of natural gas, NGLs and oil prices as the volatility of these prices
continues to impact our industry. We expect commodity prices to remain volatile and unpredictable in the future. We employ various
strategies, including the use of commodity derivative instruments, to manage the risks related to these price fluctuations. These
derivative instruments apply to a varying portion of our production and provide only partial price protection. These arrangements limit
the benefit to us of increases in prices but offer protection in the event of price declines. Further, if our counterparties defaulted, this
protection might be limited as we might not receive the benefits of the derivatives. We are at risk for changes in the fair value of all of
our derivative instruments; however, such risk should be mitigated by price changes related to the underlying commodity transaction.
While the use of derivative instruments could materially affect our results of operations in a particular quarter or annual period, we
believe that the use of these instruments will not have a material adverse effect on our financial position or liquidity. Realized prices
are primarily driven by worldwide prices for oil and spot market prices for North American natural gas production. Natural gas and oil
prices have been volatile and unpredictable for many years. Natural gas prices affect us more than oil prices because approximately
67% of our December 31, 2019 proved reserves were natural gas. We are also exposed to market risks related to changes in interest
rates. These risks did not change materially from December 31, 2018 to December 31, 2019.
70
Period
Natural Gas
2020
2021
Crude Oil
2020
2021
April-September, 2020
NGLs (NC4-Normal Butane)
January-March, 2020
NGLs (C5-Natural Gasoline)
January-March, 2020
Commodity Price Risk
We use commodity-based derivative contracts to manage exposures to commodity price fluctuations. We do not enter into these
arrangements for speculative or trading purposes. At times, certain of our derivatives are swaps where we receive a fixed price for our
production and pay market prices to the counterparty. Our derivatives program may also include collars, which establish a minimum
floor price and a predetermined ceiling price. We have also entered into combined natural gas derivative instruments containing a
fixed price swap and a sold option to extend the term or expand the volume (which we refer to as a swaption). The swap price is a
fixed price determined at the time of the swaption contract. If the option is exercised, the contract will become a swap treated
consistently with our fixed-price swaps. At December 31, 2019, our derivatives program includes swaps, swaptions and calls. These
contracts expire monthly through December 2021. Their fair value, represented by the estimated amount that would be realized upon
immediate liquidation as of December 31, 2019, approximated a net derivative asset of $126.7 million compared to a net derivative
asset of $80.9 million at December 31, 2018. This change is primarily related to the settlements of derivative contracts during 2019
and to the natural gas, NGLs and oil futures prices as of December 31, 2019 in relation to the new commodity derivative contracts we
entered into during 2019 for 2020 and 2021. At December 31, 2019, the following commodity derivative contracts were outstanding,
excluding our basis swaps which are discussed below:
Contract Type
Volume Hedged
Weighted
Average Hedge Price
1,000,984 Mmbtu/day
50,000 Mmbtu/day
$ 2.64 (1)
$ 2.62 (1)
Fair Market
Value
(in thousands)
$
$
129,212
3,495
7,995 bbls/day
1,000 bbls/day
500 bbls/day
$ 58.27 (1)
$ 55.00 (1)
$ 59.00
$
$
$
(1,265)
344
(349)
Swaps
Swaps
Swaps
Swaps
Calls
Swaps
659 bbls/day
$ 0.73/gallon
$
167
Swaps
4,297 bbls/day
$ 1.21/gallon
$
(67)
(1) We also sold natural gas call swaptions of 140,000 Mmbtu/day for March-December 2020 at a weighted average price of $2.53 and 100,000
Mmbtu per day for 2021 at a weighted average price of $2.69. In addition, we sold crude oil call swaptions of 3,000 bbls per day for 2021 at a
weighted average price of $56.50. The fair market value of these swaptions at December 31, 2019 was a net derivative liability of $4.8 million.
In our Marcellus Shale operations, propane is a large product component of our NGLs production and we believe NGLs prices
are somewhat seasonal. Therefore, the percentage of NGLs prices to NYMEX WTI (or West Texas Intermediate) will vary due to
product components, seasonality and geographic supply and demand. We sell NGLs in several regional and international markets. If
we are not able to sell or store NGLs, we may be required to curtail production or shift our drilling activities to dry gas areas.
Currently, the Appalachian region has limited local demand and infrastructure to accommodate ethane. We have agreements
wherein we have contracted to either sell or transport ethane from our Marcellus Shale area. If we are not able to sell ethane under at
least one of our agreements, we may be required to curtail production which will adversely affect our revenues and cash flow.
However, as we have done in the past, we also may be able to purchase or divert natural gas to blend with our rich residue gas.
Other Commodity Risk
We are impacted by basis risk as natural gas transaction prices are frequently based on industry reference prices that may vary
from prices experienced in local markets. If commodity price changes in one region are not reflected in other regions, derivative
commodity instruments may no longer provide the expected hedge, resulting in increased basis risk. In addition to the swaps above,
we have entered into natural gas basis swap agreements. The price we receive for our natural gas production can be more or less than
the NYMEX price because of adjustments for delivery location (“basis”), relative quality and other factors; therefore, we have entered
into basis swap agreements that effectively lock in the basis adjustments. The fair value of the natural gas basis swaps, which expire
monthly through December 2021, was a net derivative asset of $9.4 million at December 31, 2019 and the volumes are for
114,882,500 Mmbtu.
As of December 31, 2019, we also had propane spread swap contracts which lock in the differential between Mont Belvieu and
international propane indices. These contracts settle monthly in 2020 and the fair value of these contracts was a net derivative liability
of $14.1 million on December 31, 2019.
71
In connection with our international propane swaps, at December 31, 2019, we had freight swap contracts which lock in the
freight rate for a specific trade route on the Baltic Exchange. These contracts settle monthly and cover 4,000 metric tons in first
quarter 2020, increasing to 14,000 metric tons per month for the remainder of 2020 and 10,000 metric tons in 2021 with a fair value
net derivative asset of $1.5 million on December 31, 2019.
Commodity Sensitivity Analysis
The following table shows the fair value of our swaps and basis swaps and the hypothetical change in fair value that would
result from a 10% and a 25% change in commodity prices at December 31, 2019. We remain at risk for possible changes in the market
value of commodity derivative instruments; however, such risks should be mitigated by price changes in the underlying physical
commodity (in thousands):
Hypothetical Change
in Fair Value
Increase in
Commodity Price of
Hypothetical Change
in Fair Value
Decrease in
Commodity Price of
Swaps
Swaptions
Calls
Basis swaps
Freight swaps
Fair Value
10%
$
131,886
$
(4,848 )
(349 )
(4,732 )
1,529
(91,857 ) $
(26,259 )
(368 )
(837 )
1,524
25%
(229,642 ) $
(78,790 )
(1,027 )
(2,093 )
3,810
10%
91,857 $
20,169
244
837
(1,524 )
25%
229,642
45,608
339
2,093
(3,810 )
Counterparty Risk
Our commodity-based contracts expose us to the credit risk of non-performance by the counterparty to the contracts. Our
exposure is diversified among major investment grade financial institutions and commodity traders and we have master netting
agreements with the majority of our counterparties that provide for offsetting payables against receivables from separate derivative
contracts. Our derivative contracts are with multiple counterparties to minimize our exposure to any individual counterparty. At
December 31, 2019, our derivative counterparties include twenty financial institutions, of which all but three are secured lenders in
our bank credit facility. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While
counterparties are major investment grade financial institutions and large commodity traders, the fair value of our derivative contracts
have been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial. Our propane
sales from the Marcus Hook facility near Philadelphia are short-term and are to a single purchaser. Ethane sales from Marcus Hook
are to a single international customer bearing a credit rating similar to Range.
Interest Rate Risk
We are exposed to interest rate risk on our bank debt. We attempt to balance variable rate debt, fixed rate debt and debt
maturities to manage interest costs, interest rate volatility and financing risk. This is accomplished through a mix of fixed rate publicly
traded debt and variable rate bank debt. At December 31, 2019, we had $3.2 billion of debt outstanding. Of this amount, $2.7 billion
bears interest at a fixed rate averaging 5.2%. Bank debt totaling $477.0 million bears interest at floating rates, which was 3.0% at
December 31, 2019. On December 31, 2019, the 30-day LIBOR rate was 1.8%. A 1% increase in short-term interest rates on the
floating-rate debt outstanding at December 31, 2019 would cost us approximately $4.8 million in additional annual interest expense.
See Note 8 to our consolidated financial statements for more information about our new senior notes.
72
The fair value of our senior and subordinated debt is based on year-end December 2019 quoted market prices. The following
table presents information on these fair values (in thousands):
Fixed rate debt:
Senior Subordinated Notes due 2021
(The interest rate is fixed at a rate of 5.75%)
Senior Subordinated Notes due 2022
(The interest rate is fixed at a rate of 5.00%)
Senior Subordinated Notes due 2023
(The interest rate is fixed at a rate of 5.00%)
Senior Notes due 2021
(The interest rate is fixed at a rate of 5.75%)
Senior Notes due 2022
(The interest rate is fixed at a rate of 5.00%)
Senior Notes due 2022
(The interest rate is fixed at a rate of 5.875%)
Senior Notes due 2023
(The interest rate is fixed at a rate of 5.00%)
Senior Notes due 2025
(The interest rate is fixed at a rate of 4.875%)
Carrying
Value
Fair
Value
$
22,214 $
21,539
19,054
17,011
7,712
7,654
374,139
375,909
511,886
501,582
298,207
295,349
741,531
683,291
750,000
645,098
$
2,724,743 $
2,547,433
73
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RANGE RESOURCES CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Number
Management’s Report on Internal Control Over Financial Reporting ...................................................................................
F–2
Reports of Independent Registered Public Accounting Firm ................................................................................................
F–3
Consolidated Balance Sheets as of December 31, 2019 and 2018 .........................................................................................
F–6
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 .......................................
F–7
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2019, 2018 and 2017 ........
F–8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 ......................................
F–9
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2019, 2018 and 2017 .......................
F–10
Notes to Consolidated Financial Statements ..........................................................................................................................
F–11
F-1
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Stockholders of Range Resources Corporation:
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rule 13(a)-15(f) under the Securities Exchange Act of 1934). Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and presentation of consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even
when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and
presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this
assessment, which was conducted under the supervision and with the participation of management, including our Chief Executive
Officer and Chief Financial Officer, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on our assessment, we believe that, as of
December 31, 2019, our internal control over financial reporting is effective based on those criteria.
Ernst and Young LLP, the independent registered public accounting firm that audited our financial statements included in this
annual report, has issued an attestation report on our internal control over financial reporting as of December 31, 2019. This report
appears on the following page.
By: /s/ JEFFREY L. VENTURA
Jeffrey L. Ventura
Chief Executive Officer and President
By: /s/ MARK S. SCUCCHI
Mark S. Scucchi
Senior Vice President and Chief Financial Officer
Fort Worth, Texas
February 27, 2020
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Range Resources Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Range Resources Corporation’s internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, Range Resources Corporation (the Company) maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated balance sheets of Range Resources Corporation as of December 31, 2019 and 2018, and the related consolidated
statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 2019, and the related notes and our report dated February 27, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Fort Worth, Texas
February 27, 2020
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Range Resources Corporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Range Resources Corporation (the Company) as of December 31,
2019 and 2018, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our
report dated February 27, 2020 expressed an unqualified opinion thereon.
Adoption of ASU No. 2014-09
As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for revenue in 2018
due to the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the
related amendments.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical
audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or
disclosures to which they relate.
Description of
the Matter
Depletion, depreciation, and amortization of proved natural gas and oil properties
At December 31, 2019, the net book value of the Company’s proved natural gas and oil properties totaled $9.4
billion and depletion, depreciation and amortization expense (“DD&A”) was $549 million for the year then ended.
As described in Note 2, proved natural gas and oil properties are accounted for under the successful efforts method
of accounting. DD&A for proved properties, including other property and equipment such as gathering lines
related to natural gas and oil producing activities, is provided using the units of production method based on
proved natural gas and oil reserves, as estimated by the Company’s petroleum engineering staff. Proved natural gas
and oil reserve estimates are based on geological and engineering evaluations of in-place hydrocarbon volumes.
Significant judgment is required by the Company’s petroleum engineering staff in evaluating geological and
engineering data when estimating proved natural gas and oil reserves. Estimating reserves also requires the
selection of inputs, including natural gas and oil price assumptions, future operating and capital costs assumptions
and tax rates by jurisdiction, among others. Because of the complexity involved in estimating natural gas and oil
reserves, management used independent petroleum consultants to audit approximately 90% of the proved reserve
estimates prepared by the Company’s petroleum engineering staff as of December 31, 2019.
F-4
Auditing the Company’s DD&A calculation is especially complex because of the use of the work of the petroleum
engineering staff and the independent petroleum consultants and the evaluation of management’s determination of
the inputs described above used by the engineers in estimating proved natural gas and oil reserves.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s
controls over its process to calculate DD&A, including management’s controls over the completeness and
accuracy of the financial data provided to the engineers for use in estimating proved natural gas and oil reserves.
Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the
individual primarily responsible for overseeing the preparation of the reserve estimates by the petroleum
engineering staff and the independent petroleum consultants used to audit the estimates. In addition, in assessing
whether we can use the work of the engineers, we evaluated the completeness and accuracy of the financial data
and inputs described above used by the engineers in estimating proved natural gas and oil reserves by agreeing
them to source documentation and we identified and evaluated corroborative and contrary evidence. For proved
undeveloped reserves, we evaluated management’s development plan for compliance with the SEC rule that
undrilled locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time,
by assessing consistency of the development projections with the Company’s drill plan and the availability of
capital relative to the drill plan. We also tested the mathematical accuracy of the DD&A calculations, including
comparing the proved natural gas and oil reserve amounts used to the Company’s reserve report.
Impairment of proved natural gas and oil properties
Description of
the Matter
As described in Note 11 to the consolidated financial statements, the Company recorded an impairment of $1.1
billion for the year ended December 31, 2019 related to its natural gas and oil properties in North Louisiana. A
shift in business strategy employed by management and the possibility of a divestiture of these assets triggered an
assessment of these long-lived assets for impairment in the fourth quarter of 2019. The Company evaluated the
North Louisiana proved property asset group for recoverability and determined the asset group’s carrying value
was not recoverable through its undiscounted future cash flows. As a result, the Company recognized an
impairment loss, which is the amount by which the asset group’s carrying value exceeded its estimated fair value.
Auditing the Company's impairment measurement was complex and judgmental as the determination of fair value
was based on assumptions about future market and economic conditions. Significant assumptions used in the
Company’s fair value estimate included (i) estimates of the future cash flows from the asset group, including
future production levels based on risk adjusted proved and probable natural gas and oil reserves as estimated by
the Company’s petroleum engineering staff, forward looking natural gas and oil prices and estimates of future
costs and (ii) the discount rate.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the
Company's process to determine the fair value of the assets and measure the impairment. This included controls
over management's review of the significant assumptions underlying the fair value determination and of the
completeness and accuracy of the data used in the determination of the fair value.
Our audit procedures included, among others, evaluating the significant assumptions and testing the completeness
and accuracy of underlying data used in the calculation of the fair value, including identifying corroborative and
contrary evidence, performing sensitivity analyses of the significant assumptions to evaluate the change in the fair
value estimate that would result from changes in the assumptions and recalculating management's estimate. We
considered the professional qualifications and objectivity of the individual primarily responsible for overseeing the
preparation of the risk adjusted reserve estimates used in the valuation by the petroleum engineering staff. We also
involved valuation specialists to assist in our evaluation of the valuation methodologies applied and the significant
assumptions used to determine the fair value of the asset group, including the discount rate, forward looking
commodity prices and future operating and capital cost assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Fort Worth, Texas
February 27, 202
F-5
RANGE RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of $8,784 and $6,118
Derivative assets
Other current assets
Total current assets
Derivative assets
Natural gas and oil properties, successful efforts method
Accumulated depletion and depreciation
Other property and equipment
Accumulated depreciation and amortization
Operating lease right-of-use assets
Other assets
Total assets
Liabilities
Current liabilities:
Accounts payable
Asset retirement obligations
Accrued liabilities
Accrued interest
Derivative liabilities
Total current liabilities
Bank debt
Senior notes
Senior subordinated notes
Deferred tax liabilities
Derivative liabilities
Deferred compensation liabilities
Operating lease liabilities
Asset retirement obligations and other liabilities
Total liabilities
Commitments and contingencies
Stockholders' Equity
Preferred stock, $1 par 10,000,000 shares authorized, none issued and outstanding
Common stock, $0.01 par 475,000,000 shares authorized, 251,438,936 issued
at December 31, 2019 and 249,519,687 issued at December 31, 2018
Common stock held in treasury, at cost, 1,808,133 shares at December 31, 2019 and 9,665
shares at December 31, 2018
Additional paid-in capital
Accumulated other comprehensive loss
Retained deficit
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
December 31,
2019
2018
546
272,900
136,848
17,508
427,802
706
10,213,737
(4,172,702 )
6,041,035
102,083
(96,708 )
5,375
62,053
75,432
6,612,403
$
$
545
490,723
87,953
22,964
602,185
4,842
13,085,206
(4,062,021 )
9,023,185
111,908
(102,132 )
9,776
—
68,166
9,708,154
155,341 $
2,393
356,392
39,299
13,119
566,544
464,319
2,659,844
48,774
160,196
949
64,070
41,068
259,151
4,264,915
227,344
5,485
475,848
41,990
4,144
754,811
932,018
2,856,166
48,677
666,668
3,462
67,542
—
319,379
5,648,723
—
—
2,514
2,495
(7,236 )
5,659,832
(788 )
(3,306,834 )
2,347,488
6,612,403 $
(391 )
5,628,447
(658 )
(1,570,462 )
4,059,431
9,708,154
$
The accompanying notes are an integral part of these consolidated financial statements.
F-6
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Revenues and other income:
Natural gas, NGLs and oil sales
Derivative fair value income (loss)
Brokered natural gas, marketing and other
Total revenues and other income
Costs and expenses:
Direct operating
Transportation, gathering, processing and compression
Production and ad valorem taxes
Brokered natural gas and marketing
Exploration
Abandonment and impairment of unproved properties
General and administrative
Termination costs
Deferred compensation plan
Interest
Gain on early extinguishment of debt
Depletion, depreciation and amortization
Impairment of proved properties and other assets
Impairment of goodwill
Loss (gain) on the sale of assets
Total costs and expenses
(Loss) income before income taxes
Income tax (benefit) expense:
Current
Deferred
Year Ended December 31,
2018
2017
2019
$ 2,255,425 $ 2,851,077 $
(51,192 )
482,760
3,282,645
226,681
345,509
2,827,615
2,176,287
213,350
221,393
2,611,030
136,276
1,199,297
37,967
359,892
36,683
1,235,342
181,109
9,506
(15,472 )
194,285
(5,415 )
548,843
1,095,634
—
30,256
5,044,203
139,531
1,117,816
46,149
496,047
34,117
514,994
209,812
(373 )
(18,631 )
210,209
—
635,467
22,614
1,641,197
10,666
5,059,615
134,252
761,183
42,882
220,311
53,662
269,725
233,406
3,770
(50,915 )
195,679
—
624,992
63,679
—
(23,716 )
2,528,910
(2,216,588 )
(1,776,970 )
82,120
6,147
(506,438 )
(500,291 )
—
(30,489 )
(30,489 )
17
(251,043 )
(251,026 )
Net (loss) income
$ (1,716,297 ) $ (1,746,481 ) $
333,146
Net (loss) income per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
$
$
(6.92 ) $
(6.92 ) $
(7.10 ) $
(7.10 ) $
1.34
1.34
247,970
247,970
246,171
246,171
245,091
245,458
The accompanying notes are an integral part of these consolidated financial statements.
F-7
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
Net (loss) income
Other comprehensive loss:
Postretirement benefits:
Actuarial (loss) gain
Prior service cost
Amortization of prior service costs
Income tax benefit (expense)
Total comprehensive (loss) income
Year Ended December 31,
2019
(1,716,297 ) $
$
2018
(1,746,481 ) $
2017
333,146
(532 )
—
369
33
(1,716,427 ) $
526
—
369
(221 )
(1,745,807 ) $
—
(1,769 )
—
437
331,814
$
The accompanying notes are an integral part of these consolidated financial statements.
F-8
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided from
operating activities:
Deferred income tax benefit
Depletion, depreciation and amortization and impairment of proved properties
Impairment of goodwill
Exploration dry hole and impairment costs
Abandonment and impairment of unproved properties
Derivative fair value (income) loss
Cash settlements on derivative financial instruments
Allowance for bad debt
Amortization of deferred financing costs and other
Deferred and stock-based compensation
Loss (gain) on the sale of assets
Gain on early extinguishment of debt
Changes in working capital:
Accounts receivable
Inventory and other
Accounts payable
Accrued liabilities and other
Net cash provided from operating activities
Investing activities:
Additions to natural gas and oil properties
Additions to field service assets
Acreage purchases
Proceeds from disposal of assets
Purchases of marketable securities held by the deferred compensation plan
Proceeds from the sales of marketable securities held by the deferred
compensation plan
Net cash provided from (used in) investing activities
Financing activities:
Borrowings on credit facilities
Repayments on credit facilities
Repayment of senior or senior subordinated notes
Dividends paid
Treasury stock purchases
Debt issuance costs
Taxes paid for shares withheld
Change in cash overdrafts
Proceeds from the sales of common stock held by the deferred compensation plan
Net cash (used in) provided from financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year Ended December 31,
2018
2019
2017
$ (1,716,297 ) $ (1,746,481 ) $
333,146
(506,438 )
1,644,477
(30,489 )
658,081
— 1,641,197
4
(11 )
514,994
1,235,342
51,192
(226,681 )
(131,522 )
188,384
(1,000 )
4,341
2,515
6,455
29,757
24,891
10,666
30,256
—
(5,415 )
214,196
4,520
(60,374 )
(155,803 )
681,843
(142,381 )
138
(4,274 )
138,293
990,690
(251,043 )
688,671
—
9,172
269,725
(213,350 )
13,117
1,550
5,445
30,706
(23,716 )
—
(102,866 )
(2,979 )
45,912
12,764
816,254
(687,277 )
(1,162 )
(59,986 )
784,937
(19,039 )
(960,916 ) (1,148,613 )
(5,710 )
(58,213 )
72,468
(88,167 )
(1,477 )
(60,603 )
324,549
(46,177 )
22,005
39,478
49,190
89,178
(695,434 ) (1,139,057 )
2,311,000 2,070,000 2,041,000
(2,777,000 ) (2,338,000 ) (1,712,000 )
(500 )
(19,839 )
—
(403 )
(6,983 )
17,180
4,482
322,937
134
314
448
—
(19,940 )
—
(8,220 )
(3,183 )
(5,563 )
9,747
(295,159 )
97
448
545 $
(195,432 )
(20,070 )
(6,908 )
(4,446 )
(3,384 )
(25,747 )
667
(721,320 )
1
545
546 $
$
The accompanying notes are an integral part of these consolidated financial statements.
F-9
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
Balance as of December 31, 2017
248,144
2,481
Common stock
Shares
Par value
Common stock
held in
treasury
Additional paid-
in capital
247,175
$
969
2,471
$
10
(1,209 ) $
—
5,524,423
$
2,977
Retained
(deficit)/earnings
(117,317 )
50,942
—
—
Accumulated
other
comprehensive
loss
$ ―
Total
$ 5,408,368
2,987
—
—
50,942
—
—
—
—
—
—
—
—
—
—
1,374
2
14
—
—
—
—
—
—
—
—
249,520
1,919
—
—
—
2,495
19
—
—
—
—
—
—
—
—
610
—
—
(599 )
—
—
—
—
208
—
—
(391 )
—
—
—
—
—
(19,839 )
—
(19,839 )
(610 )
—
—
5,577,732
13,682
31
37,210
—
—
333,146
195,990
—
(31 )
—
—
(1,332 )
—
(1,332 )
—
(1,332 )
333,146
5,774,272
13,696
—
—
—
—
37,210
—
(19,940 )
—
(19,940 )
(208 )
—
—
5,628,447
323
5
31,120
—
—
(1,746,481 )
(1,570,462 )
—
(5 )
—
—
674
—
674
— (1,746,481 )
(658 ) 4,059,431
342
—
—
—
—
31,120
—
(20,070 )
—
(20,070 )
—
—
—
—
251,439 $
—
—
—
—
2,514 $
63
(6,908 )
—
—
(7,236 ) $
(63 )
—
—
—
$
5,659,832
—
—
—
(1,716,297 )
(3,306,834 ) $
—
—
(130 )
—
(6,908 )
(130 )
— (1,716,297 )
(788 ) $ 2,347,488
Balance as of December 31, 2016
Issuance of common stock
Stock-based compensation
expense
Cash dividends paid
($0.08 per share)
Treasury stock issuance
Other comprehensive loss
Net income
Issuance of common stock
Issuance of common stock upon
vesting of PSUs
Stock-based compensation
expense
Cash dividends paid
($0.08 per share)
Treasury stock issuance
Other comprehensive income
Net loss
Balance as of December 31, 2018
Issuance of common stock
Issuance of common stock upon
vesting of PSUs
Stock-based compensation
expense
Cash dividends paid
($0.08 per share)
Treasury stock issuance
Treasury stock repurchased
Other comprehensive loss
Net loss
Balance as of December 31, 2019
The accompanying notes are an integral part of these consolidated financial statements.
F-10
RANGE RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Organization and Nature of Business
Range Resources Corporation (“Range,” “we,” “us,” or “our”) is a Fort Worth, Texas-based independent natural gas, natural gas
liquids (“NGLs”), crude oil and condensate company primarily engaged in the exploration, development and acquisition of natural gas
and oil properties in the Appalachian and North Louisiana regions of the United States. Our objective is to build stockholder value
through returns focused development of natural gas and oil properties, measured on a per share debt-adjusted basis. Range is a
Delaware corporation with our common stock listed and traded on the New York Stock Exchange under the symbol “RRC”.
(2) Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements, including the notes, have been prepared in accordance with U.S. GAAP
and include the accounts of all of our subsidiaries. All material intercompany balances and transactions have been eliminated. Certain
reclassifications have been made to prior period amounts to conform to the current period’s presentation.
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from
these estimates and changes in these estimates are recorded when known.
Estimated quantities of natural gas, NGLs, crude oil and condensate reserves is a significant estimate that requires judgment. All
of the reserve data included in this Form 10-K are estimates. Reservoir engineering is a subjective process of estimating underground
accumulations of natural gas, NGLs, crude oil and condensate. There are numerous uncertainties inherent in estimating quantities of
proved natural gas, NGLs, crude oil and condensate reserves. The accuracy of any reserves estimate is a function of the quality of
available data and of engineering and geological interpretation and judgment. As a result, reserves estimates may be different from the
quantities of natural gas, NGLs and crude oil and condensate that are ultimately recovered. See Note 18 for further detail.
Other items subject to estimates and assumptions include the carrying amounts of property, plant and equipment, asset
retirement obligations, valuation of derivative instruments and valuation allowances for deferred income tax assets, among others.
Although we believe these estimates are reasonable, actual results could differ from these estimates.
Business Segment Information
We have evaluated how we are organized and managed and have identified only one operating segment, which is the
exploration and production of natural gas, NGLs, crude oil and condensate in the United States. We consider our gathering, processing
and marketing functions as integral to our natural gas, crude oil and condensate producing activities. Operating segments are defined
as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for which separate
operational financial information is available and this information is regularly evaluated by the chief operating decision maker for the
purpose of allocating resources and assessing performance.
We have a single company-wide management team that administers all properties as a whole rather than by discrete operating
segments. We track only basic operational data by area. We do not maintain complete separate financial statement information by
area. We measure financial performance as a single enterprise and not on a geographical or area-by-area basis. Throughout the year,
we allocate capital resources on a project-by-project basis, across our entire asset base to optimize returns without regard to individual
areas.
Revenue Recognition, Accounts Receivable and Gas Imbalances
Natural gas, NGLs and oil sales revenues are recognized when control of the product is transferred to the customer and
collectability is reasonably assured. See a more detailed summary of our product types below.
Natural Gas and NGLs Sales
Under our gas processing contracts, we deliver natural gas to a midstream processing entity at the wellhead or the inlet of the
midstream processing entity’s system. The midstream processing entity processes the natural gas and remits proceeds to us for the
resulting sales of NGLs and residue gas. In these scenarios, we evaluate whether we are the principal or the agent in the transaction.
For those contracts that we have concluded that we are the principal, the ultimate third party is our customer and we recognize revenue
on a gross basis, with gathering, compression, processing and transportation fees presented as an expense. Alternatively, for those
F-11
contracts that we have concluded that we are the agent, the midstream processing entity is our customer and we recognize revenue
based on the net amount of the proceeds received from the midstream processing entity.
In certain natural gas processing agreements, we may elect to take our residue gas and/or NGLs in kind at the tailgate of the
midstream entity’s processing plant and subsequently market the product on our own. Through the marketing process, we deliver
product to the ultimate third-party purchaser at a contractually agreed-upon delivery point and receive a specified index price from the
purchaser. In this scenario, we recognize revenue when control transfers to the purchaser at the delivery point based on the index price
received from the purchaser. The gathering, processing and compression fees attributable to the gas processing contract, as well as any
transportation fees incurred to deliver the product to the purchaser are presented as transportation, gathering, processing and
compression expense.
Oil Sales
Our oil sales contracts are generally structured in one of the following ways:
We sell oil production at the wellhead and collect an agreed-upon index price, net of transportation incurred
by the purchaser (that is, a netback arrangement). In this scenario, we recognize revenue when control
transfers to the purchaser at the wellhead at the net price received.
We deliver oil to the purchaser at a contractually agreed-upon delivery point at which the purchaser takes
custody, title, and risk of loss of the product. Under this arrangement, we pay a third party to transport the
product and receive a specified index price from the purchaser with no deduction. In this scenario, we
recognize revenue when control transfers to the purchaser at the delivery point based on the price received
from the purchaser. The third-party costs are recorded as transportation, gathering, processing and
compression expense.
Brokered Natural Gas, Marketing and Other
We realize brokered margins as a result of buying natural gas or NGLs utilizing separate purchase transactions, generally with
separate counterparties, and subsequently selling that natural gas or NGLs under our existing contracts to fill our contract
commitments or use existing infrastructure contracts to economically fulfill available capacity. In these arrangements, we take control
of the natural gas purchased prior to delivery of that gas under our existing gas contracts with a separate counterparty. Revenues and
expenses related to brokering natural gas are reported gross as part of revenues and expenses in accordance with applicable accounting
standards. Our net brokered margin was a loss of $14.2 million in 2019 compared to a loss of $16.3 million in 2018 and a loss of $5.7
million in 2017.
The recognition of gains or losses on derivative instruments is not considered revenue from contracts with customers. We may
use financial or physical contracts accounted for as derivatives as economic hedges to manage price risk associated with normal sales
or in limited cases may use them for contracts we intend to physically settle but that do not meet all of the criteria to be treated as
normal sales.
Accounts Receivable
Our accounts receivable consist mainly of receivables from oil and gas purchasers and joint interest owners on properties we
operate. Although receivables are concentrated in the oil and gas industry, we do not view this as an unusual credit risk. However, this
concentration has the potential to impact our overall exposure to credit risk in that our customers may be similarly affected by changes
in economic and financial conditions, commodity prices or other conditions. We provide for an allowance for doubtful accounts for
specific receivables judged unlikely to be collected based on the age of the receivable, our experience with the debtor, potential offsets
to the amount owed and economic conditions. In certain instances, we require purchasers to post stand-by letters of credit. For
receivables from joint interest owners, we may have the ability to withhold future revenue disbursements to recover any non-payment
of joint interest billings. We have allowances for doubtful accounts relating to exploration and production receivables of $8.8 million
at December 31, 2019 compared to $6.1 million at December 31, 2018. We recorded bad debt expense of $4.3 million in the year
ended December 31, 2019 compared to income of $1.0 million in the year ended December 31, 2018 and expense of $1.6 million in
the year ended December 31, 2017.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with
maturities of three months or less. Outstanding checks in excess of funds on deposit are included in accounts payable on the
consolidated balance sheets and the change in such overdrafts is classified as a financing activity on the consolidated statements of
cash flows.
F-12
Marketable Securities
Investments in unaffiliated equity securities held in our deferred compensation plans qualify as trading securities and are
recorded at fair value. Investments held in the deferred compensation plans consist of various publicly-traded mutual funds. These
funds include equity securities and money market instruments and are reported in other assets in the accompanying consolidated
balance sheets.
Natural Gas and Oil Properties
Property Acquisition Costs. We use the successful efforts method of accounting for natural gas and oil producing activities.
Costs to drill exploratory wells that do not find proved reserves, geological and geophysical costs, delay rentals and costs of carrying
and retaining unproved properties are expensed. Costs incurred for exploratory wells that find reserves that cannot yet be classified as
proved are capitalized if (a) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (b) we
are making sufficient progress assessing the reserves and the economic and operating viability of the project.
Depreciation, Depletion and Amortization. Depreciation, depletion and amortization of proved properties, including other
property and equipment such as gathering lines related to natural gas and oil producing activities, is provided on the units of
production method. Historically, we have adjusted our depletion rates in the fourth quarter of each year based on the year-end reserve
report and at other times during the year when circumstances indicate there has been a significant change in reserves or costs. In the
year ended December 31, 2015, the fair value of our natural gas and oil properties in Northwest Pennsylvania was determined to be
zero. As a result, any future adjustments to the asset retirement liability for these properties represents an impairment expense and we
have elected to record such expense in depreciation, depletion and amortization. In the year ended December 31, 2019, additional
expense of $213,000 was recorded related to these costs compared to $9.8 million of additional expense in the year ended December
31, 2018 and $158,000 of additional expense in the year ended December 31, 2017. As of December 31, 2019, we executed an
agreement to sell these Northwest Pennsylvania assets, pending certain state governmental approval for change in operatorship.
Impairments. Our proved natural gas and oil properties are reviewed for impairment annually and periodically as events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These assets are reviewed for potential
impairment at the lowest level for which there are identifiable cash flows that are largely independent of other groups of assets which
is the level at which depletion is calculated. The review is done by determining if the historical cost of proved properties less the
applicable accumulated depreciation, depletion and amortization is less than the estimated expected undiscounted future net cash
flows. The expected future net cash flows are estimated based on our plans to produce and develop reserves. Expected future net cash
inflow from the sale of produced reserves is calculated based on estimated future prices and estimated operating and development
costs. We estimate prices based upon market-related information including published futures prices. The estimated future level of
production, which is based on proved and risk adjusted probable and possible reserves, as appropriate, has assumptions surrounding
the future levels of prices and costs, field decline rates, market demand and supply and the economic and regulatory climate. In certain
circumstances, we also consider potential sales of properties to third parties in our estimates of cash flows. When the carrying value
exceeds the sum of undiscounted future net cash flows, an impairment loss is recognized for the difference between the estimated fair
market value as determined by discounted future net cash flows using a discount rate similar to that used by market participants, or
comparable market value if available and the carrying value of the asset. A significant amount of judgment is involved in performing
these evaluations since the results are based on estimated future events. Such events include a projection of future natural gas and oil
prices, an estimate of the ultimate amount of recoverable natural gas and oil reserves that will be produced from an asset group, the
timing of future production, future production costs, future abandonment costs and future inflation. We cannot predict whether
impairment charges may be required in the future. If natural gas, NGLs and oil prices decrease or drilling efforts are unsuccessful, we
may be required to record additional impairments. For additional information regarding proved property impairments, see Note 11.
We evaluate our unproved property investment periodically for impairment. The majority of these costs generally relate to the
acquisition of leasehold costs and allocated probable and possible reserves value resulting from acquisitions. The costs are capitalized
and evaluated (at least quarterly) as to recoverability based on changes brought about by economic factors and potential shifts in
business strategy employed by management which could impact the number of drilling locations we intend to drill. Impairment of a
significant portion of our unproved properties is assessed and amortized on an aggregate basis based on our average holding period,
expected forfeiture rate and anticipated drilling success. Information such as reservoir performance or future plans to develop acreage
is also considered. Impairment of individually significant unproved property is assessed on a property-by-property basis considering a
combination of time, geologic and engineering factors. In certain circumstances, our future plans to develop acreage may accelerate
our impairment. A significant portion of our unproved property is related to probable and possible reserves whose recoverability is
evaluated based on management’s expectations and ability to drill these locations. Unproved properties had a net book value of
$868.2 million as of December 31, 2019 compared to $2.1 billion in 2018. Unproved properties as of December 31, 2019 are all
within Pennsylvania. We have recorded abandonment and impairment expense related to unproved properties of $1.2 billion in the
year ended December 31, 2019 compared to $515.0 million in 2018 and $269.7 million in 2017. Abandonment and impairment
expense in 2019 includes $1.2 billion compared to $436.0 million in 2018 related to probable and possible reserves in North Louisiana
where we no longer have the intent to drill.
F-13
Dispositions. Proceeds from the disposal of natural gas and oil producing properties that are part of an amortization base are
credited to the net book value of the amortization group with no immediate effect on income. However, gain or loss is recognized if
the disposition is significant enough to materially impact the depletion rate of the remaining properties in the amortization base.
Dispositions are accounted for as a sale of assets. For additional information regarding our dispositions, see Note 4.
Other Property and Equipment
Other property and equipment includes assets such as buildings, furniture and fixtures, field equipment, leasehold improvements
and data processing and communication equipment. These items are generally depreciated by individual components on a straight-line
basis over their economic useful life, which is generally from three to ten years. Leasehold improvements are amortized over the lesser
of their economic useful lives or the underlying terms of the associated leases. Depreciation expense was $5.0 million in the year
ended December 31, 2019 compared to $6.0 million in the year ended December 31, 2018 and $7.7 million in the year ended
December 31, 2017.
Leases
We determine if an arrangement is a lease at inception of the arrangement. To the extent that we determine an arrangement
represents a lease, we classify that lease as an operating lease or a finance lease. We currently do not have any finance leases. We
capitalize our operating leases on our consolidated balance sheets through a right-of-use (“ROU”) asset and a corresponding lease
liability. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to
make lease payments arising from the lease. Short-term leases that have an initial term of one year or less are not capitalized but are
disclosed. Short-term lease costs exclude expenses related to leases with a lease term of one month or less.
Our operating leases are reflected as operating lease ROU assets, accrued liabilities-current and operating lease liabilities on our
consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at the commencement date of an arrangement
based on the present value of lease payments over the lease term. In addition to the present value of lease payments, the operating
lease ROU asset also includes any lease payments made to the lessor prior to lease commencement less any lease incentives and initial
direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
Our leased assets may be used in joint oil and gas operations with other working interest owners. We recognize lease liabilities
and ROU assets only when we are the signatory to a contract as an operator of joint properties. Such lease liabilities and ROU assets
are determined and disclosed based on gross contractual obligations. Our lease costs are also presented on a gross basis.
Nature of Leases
We lease certain office space, field equipment, vehicles and other equipment under cancelable and non-cancelable leases to
support our operations. A more detailed description of our significant lease types is included below.
Office Agreements and Subleases. We rent office space from third parties for our corporate and field locations. Our office
agreements are typically structured with non-cancelable terms of one to fifteen years. We have concluded our office agreements
represent operating leases with a lease term that equals the primary non-cancelable contract term. Upon completion of the primary
term, both parties have substantive rights to terminate the lease. As a result, enforceable rights and obligations do not exist under the
rental agreements subsequent to the primary term.
We also sublease some of our office space to third parties. All of our subleases have terms that end in 2020 or 2022. The
sublease agreements are non-cancelable through the end of the term and both parties have substantive rights to terminate the lease
when the term is complete. Our sublease agreements are not capitalized and are recorded as sublease income (as a component of lease
costs) in the period the rent is received. As of December 31, 2019, these subleases total $3.1 million through the beginning of 2022.
Field Equipment. We rent compressors and coolers from third parties in order to facilitate the downstream movement of our
production to market. Our compressor and cooler arrangements are typically structured with a non-cancelable primary term of one to
two years and continue thereafter on a month-to-month basis subject to termination by either party with thirty days notice. We have
concluded that our compressor and cooler rental agreements represent operating leases with a lease term that equals the primary non-
cancelable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. As a result,
enforceable rights and obligations do not exist under the rental agreement subsequent to the primary term.
Vehicles. We rent our vehicle fleet for our drilling and operations personnel from a third party. Our vehicle agreements are non-
cancelable for a minimum term of one year and a maximum term of four to eight years depending on the type of vehicle. However, we
have assumed a term of three years based on the period covered by options to terminate that we are reasonably certain to exercise. We
have concluded our vehicle commitments are operating leases.
Other Equipment. We utilize a dedicated natural gas fueled, electric driven frac fleet to support our drilling activities. This
arrangement is structured with a non-cancellable primary term of eighteen months, with two optional extension periods of six months
F-14
each. We have concluded that this arrangement is an operating lease with a lease term that equals the primary non-cancelable contract
term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. As a result, enforceable rights
and obligations do not exist under the rental agreement subsequent to the primary term.
We enter into daywork contracts for drilling rigs with third parties to support our drilling activities. Our drilling rig
arrangements are typically structured with a term that is in effect until drilling operations are completed on a contractually specified
well or well pad. Upon mutual agreement with the contractor, we typically have the option to extend the contract term for additional
wells or well pads by providing thirty days’ notice prior to the end of the original contract term. We have concluded that our drilling
rig arrangements represent short-term operating leases. The accounting guidance requires us to make an assessment at contract
commencement if we are reasonably certain that we will exercise the option to extend the term. Due to the continuously evolving
nature of our drilling schedules and the potential volatility in commodity prices in an annual period, our strategy to enter into shorter
term drilling rig arrangements allows us the flexibility to respond to changes in our operating and economic environment. We exercise
our discretion in choosing to extend or not extend contracts on a rig-by-rig basis depending on the conditions present at the time the
contract expires. At the time of contract commencement, we have determined we cannot conclude with reasonable certainty if we will
choose to extend the contract beyond its original term. Pursuant to the successful efforts method of accounting, these costs are
capitalized as part of natural gas and oil properties on our consolidated balance sheets when paid.
Transportation, Gathering and Processing Arrangements. We engage in various types of transactions in which midstream
entities transport, gather and/or process our product leveraging integrated systems and facilities wholly owned and operated by the
midstream counterparty. Under most of these arrangements, we do not utilize substantially all of the third party’s underlying pipeline,
gathering system or processing facilities, and thus, we have concluded that those underlying assets do not meet the definition of an
identified asset. However, in limited circumstances, we do utilize substantially all of the capacity of a portion of the midstream system
under our transportation, gathering and/or processing service contract. These arrangements require judgment to determine whether our
capacity of the underlying midstream asset represents a lease. Under all of these arrangements, we have concluded that (i) the
midstream entity maintains control of and has the ability to optimize and/or expand the underlying system throughout the duration of
the contract term and (ii) the portion of the system or facility we utilize is highly integrated and interconnected to a broader system
servicing a diverse set of customers. Consequently, the transportation, gathering and/or processing contract does not represent a lease
of the underlying portion of the midstream system or facilities. We currently have not identified any of these commitments as leases.
Discount Rate
Our leases typically do not provide an implicit rate. Accordingly, we are required to use our incremental borrowing rate in
determining the present value of lease payments based on the information available at commencement date. Our incremental
borrowing rate reflects the estimated rate of interest that we would pay to borrow on a collateralized basis over a similar term in an
amount equal to the lease payments in a similar economic environment. We use the implicit rate in the limited circumstances in which
that rate is readily determinable.
Practical Expedients and Accounting Policy Elections
Certain of our lease agreements include lease and non-lease components. For all existing asset classes with multiple component
types, we have utilized the practical expedient that exempts us from separating lease components from non-lease components.
Accordingly, we account for the lease and non-lease components in an arrangement as a single lease component.
In addition, for all of our existing asset classes, we have made an accounting policy election not to apply the lease recognition
requirements to our short-term leases (that is, a lease that, at commencement, has a lease term of 12 months or less and does not
include an option to purchase the underlying asset that we are reasonably certain to exercise). Accordingly, we recognize lease
payments related to our short-term leases in our statements of operations on a straight-line basis over the lease term which has not
changed from our prior recognition. To the extent that there are variable lease payments, we recognize those payments in our
statements of operations in the period in which the obligation for those payments is incurred. Refer to “Nature of Leases” above for
further information regarding those asset classes that include material short-term leases.
Other Assets
Other assets at December 31, 2019 include $62.0 million of marketable securities held in our deferred compensation plans and
$9.6 million of other investments including surface acreage. Other assets at December 31, 2018 include $57.3 million of marketable
securities held in our deferred compensation plans and $9.1 million of other investments, including surface acreage.
Stock-based Compensation Arrangements
We account for stock-based compensation under the fair value method of accounting. We grant various types of stock-based
awards including restricted stock and performance-based awards. The fair value of our restricted stock awards and our performance-
based awards (where the performance condition is based on internal performance metrics) is based on the market value of our
common stock on the date of grant. The fair value of our performance-based awards where the performance condition is based on
F-15
market conditions is estimated using a Monte Carlo simulation method.
We recognize stock-based compensation expense on a straight-line basis over the requisite service period for the entire award.
The expense we recognize is net of estimated forfeitures. We estimate our forfeiture rate based on prior experience and adjust it as
circumstances warrant. If actual forfeitures are different than expected, adjustments to recognize expense may be required in future
periods. To the extent possible, we limit the amount of shares to be issued for these awards by satisfying tax withholding requirements
with cash. All awards have been issued at prevailing market prices at the time of grant and the vesting of these awards is based on an
employee’s continued employment with us, with the exception of employment termination due to death, disability or retirement. For
additional information regarding stock-based compensation, see Note 12.
Derivative Financial Instruments
All of our derivative instruments are issued to manage the price risk attributable to our expected natural gas, NGLs and oil
production. While there is risk that the financial benefit of rising natural gas, NGLs and oil prices may not be captured, we believe the
benefits of stable and predictable cash flow are more important. Among these benefits are more efficient utilization of existing
personnel and planning for future staff additions, the flexibility to enter into long-term projects requiring substantial committed
capital, smoother and more efficient execution of our ongoing development drilling and production enhancement programs, more
consistent returns on invested capital and better access to bank and other capital markets. All unsettled derivative instruments are
recorded in the accompanying consolidated balance sheets as either an asset or a liability measured at their fair value. In most cases,
our derivatives are reflected on our consolidated balance sheets on a net basis by brokerage firm when they are governed by master
netting agreements. Changes in a derivative’s fair value are recognized in earnings. Cash flows from derivative contract settlements
are reflected in operating activities in the accompanying consolidated statements of cash flows.
All realized and unrealized gains and losses on derivatives are accounted for using the mark-to-market accounting method. We
recognize all unrealized and realized gains and losses related to these contracts in each period in derivative fair value in the
accompanying consolidated statements of operations. Certain of our derivatives are swaps where we receive a fixed price for our
production and pay market prices to the counterparty. We also have collars which establish a minimum floor price and a
predetermined ceiling price. We also have entered into basis swap agreements. The price we receive for our natural gas production can
be more or less than the NYMEX price because of adjustments for delivery location (“basis”), relative quality and other factors;
therefore, we have entered into natural gas basis swap agreements that effectively fix our basis adjustments. We have also entered into
propane basis swaps which lock in the differential between Mont Belvieu and international propane indexes. Beginning in third
quarter 2017, we entered into combined natural gas derivative instruments containing a fixed price swap and a sold option to extend
the term or expand the volume (which we refer to as a swaption). The swap price is a fixed price determined at the time of the
swaption contract. If the option is exercised, the contract will become a swap treated consistently with our fixed-price swaps. For
additional information regarding our derivatives, see Note 10.
From time to time, we may enter into derivative contracts and pay or receive premium payments at the inception of the
derivative contract which represent the fair value of the contract at its inception. These amounts would be included within the net
derivative asset or liability on our consolidated balance sheets. The amounts paid or received for derivative premiums reduce or
increase the amount of gains and losses that are recorded in the earnings each period as the derivative contracts settle. During 2019,
we did not materially modify any existing derivative contracts.
Concentrations of Credit Risk
As of December 31, 2019, our primary concentrations of credit risk are the risks of collecting accounts receivable and the risk of
counterparties’ failure to perform under derivative contracts. Most of our receivables are from a diverse group of companies, including
major energy companies, pipeline companies, local distribution companies, financial institutions, commodity traders and end-users in
various industries and such receivables are generally unsecured. The nature of our customer’s businesses may impact our overall
credit risk, either positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions.
To manage risks of collecting accounts receivable, we monitor our counterparties’ financial strength and/or credit ratings and where
we deem necessary, we obtain parent company guarantees, prepayments, letters of credit or other credit enhancements to reduce risk
of loss. We do not anticipate a material impact on our financial results due to non-performance by third parties.
For the years ended December 31, 2019, 2018 and 2017, we had one customer that accounted for 10% or more of total natural
gas, NGLs and oil sales. We believe that the loss of any one customer would not have an adverse effect on our ability to sell our
natural gas, NGLs and oil production.
We have executed International Swap Dealers Association Master Agreements (“ISDA Agreements”) with counterparties for
the purpose of entering into derivative contracts. To manage counterparty risk associated with our derivatives, we select and monitor
counterparties based on assessment of their financial strength and/or credit ratings. We may also limit the level of exposure with any
single counterparty. Additionally, the terms of our ISDA Agreements provide us and our counterparties with netting rights such that
we may offset payables against receivables with a counterparty under separate derivative contracts. Our ISDA Agreements also
F-16
generally contain set-off rights such that, upon the occurrence of defined acts of default by either us or a counterparty to a derivative
contract, the non-defaulting party may set-off receivables owed under all derivative contracts against payables from other agreements
with that counterparty. None of our derivative contracts have a margin requirement or collateral provision that would require us to
fund or post additional collateral prior to the scheduled cash settlement date.
At December 31, 2019, our derivative counterparties included twenty financial institutions and commodity traders, of which all
but three are secured lenders in our bank credit facility. At December 31, 2019, our net derivative liability includes a payable to the
counterparties not included in our bank credit facility totaling $6.7 million, which includes a payable to one counterparty of $12.6
million and a receivable from the remaining two counterparties of $5.9 million. In determining fair value of derivative assets, we
evaluate the risk of non-performance and incorporate factors such as amounts owed under other agreements permitting set-off, as well
as pricing of credit default swaps for the counterparty. Net derivative liabilities are determined in part by using our market based credit
spread to incorporate our theoretical risk of non-performance.
Asset Retirement Obligations
The fair value of asset retirement obligations is recognized in the period they are incurred, if a reasonable estimate of fair value
can be made. Asset retirement obligations primarily relate to the abandonment of natural gas and oil producing facilities and include
costs to dismantle and relocate or dispose of production platforms, gathering systems, wells and related structures. Estimates are based
on historical experience of plugging and abandoning wells, estimated remaining lives of those wells based on reserve estimates,
external estimates of the cost to plug and abandon the wells in the future and federal and state regulatory requirements. We are
required to operate and maintain our natural gas pipeline systems and intend to do so as long as supply and demand for natural gas
exists, which we expect for the foreseeable future. Therefore, these assets have indeterminate lives. Depreciation of capitalized asset
retirement costs will generally be determined on a units-of-production basis while accretion to be recognized will escalate over the life
of the producing assets. See Note 9 for additional information.
Contingencies
We are subject to legal proceedings, claims, and liabilities and environmental matters that arise in the ordinary course of
business. We accrue for losses when such losses are considered probable and the amounts can be reasonably estimated. See Note 15
for a more detailed discussion regarding our contingencies.
Environmental Costs
Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve
environmental safety or efficiency of the existing assets. Expenditures that relate to an existing condition caused by past operations
that have no future economic benefits are expensed.
Deferred Taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences
between the financial statement carrying amounts of assets and liabilities and their tax bases as reported in our filings with the
respective taxing authorities. Deferred tax assets are recorded when it is more likely than not that they will be realized. The realization
of deferred tax assets is assessed periodically based on several interrelated factors. These factors may include our expectation to
generate sufficient taxable income in the periods before tax credits and operating loss carryforwards expire. All deferred taxes are
classified as long-term on the balance sheets.
Treasury Stock
Treasury stock purchases are recorded at cost. Upon reissuance, the cost of treasury shares held is reduced by the average
purchase price per share of the aggregate treasury shares held.
(3) Accounting Standards
Recently Adopted
Lease Accounting Standard
In February 2016, an accounting standards update was issued that requires an entity to recognize a ROU asset and lease liability
for all leases. Classification of leases as either a finance or operating lease determines the recognition, measurement and presentation
of expenses. This accounting standards update also required certain quantitative and qualitative disclosures about leasing
arrangements.
The new standard was effective for us in first quarter 2019 and we adopted the new standard using a modified retrospective
approach, with the date of initial application effective on January 1, 2019. Consequently, upon transition, we recognized a ROU asset
(or operating lease right-of-use asset) and a lease liability with no retained earnings impact. We are applying the following practical
F-17
expedients as provided in the standards update which provide elections to:
not apply the recognition requirements to short-term leases (a lease that at commencement date has a
lease term of 12 months or less and does not contain a purchase option);
not reassess whether a contract contains a lease, lease classification and initial direct costs; and
not reassess certain land easements in existence prior to January 1, 2019.
Through our implementation process, we evaluated each of our lease arrangements and enhanced our systems to track and
calculate additional information required upon adoption of this standards update. Our adoption did not have a material impact on
our consolidated balance sheet as of January 1, 2019, with the primary impact relating to the recognition of ROU assets and
operating lease liabilities for operating leases which represents approximately a 1% change to total assets and total liabilities. The
impact of adoption of this new standards update was as follows (in thousands):
Adoption
January 1, 2019
Reclassification (1)
Total Adjustment
Balance Sheet:
Operating lease right-of-use assets
Accrued liabilities – current
Operating lease liabilities – long-term
Asset retirement obligations and other liabilities
$
$
$
$
59,300
(14,811 )
(44,489 )
—
$
$
$
$
(7,925 ) $
$
—
$
—
$
7,925
51,375
(14,811 )
(44,489 )
7,925
(1) As of December 31, 2018, we had $7.9 million of operating lease liabilities recorded as part of purchase price accounting for building leases
acquired because we did not expect to occupy the space or receive payments from our subleases. Lease incentives related to other buildings
were also included. Upon adoption of the new standards update, these leases were included as part of our adoption. The ROU asset is reduced
because we do not expect to use the asset.
Adoption of the new standard did not impact our consolidated statements of operations, cash flows or stockholders’ equity.
Leases acquired to explore for or use minerals, oil or natural gas resources, including the right to explore for those natural resources
and rights to use the land in which those natural resources are contained, are not within the scope of the standards update.
Pension Accounting Standard
In March 2017, an accounting standards update was issued which provides additional guidance on the presentation of net benefit
cost in the statement of operations. Employers are to present the service cost component of net periodic benefit cost in the same
consolidated results of operations line item as other employee compensation costs arising from services rendered during the period.
This new standards update was effective for annual reporting periods in first quarter 2018 and must be applied retrospectively. We
adopted this standards update in first quarter 2018. The adoption did not impact our consolidated results of operations, financial
position, cash flows or disclosures. We had no service cost recorded prior to 2018 due to the implementation of our post retirement
benefit plan at the end of 2017. In 2019 and 2018, our service cost is recorded in general and administrative expense.
Modification of Share – Based Awards
In May 2017, an accounting standards update was issued which clarifies what constitutes a modification of a share-based award.
This standards update was intended to provide clarity and reduce both diversity in practice and cost and complexity to a change to the
terms or conditions of a share-based payment award. We adopted this standards update in first quarter 2018. The adoption of this
standard did not have a material impact on our consolidated results of operations, financial position, cash flows or disclosures.
Revenue Recognition Standard
In May 2014, an accounting standards update was issued that superseded the existing revenue recognition requirements. This
standard included a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that
reflects the consideration to which we expect to be entitled in exchange for those goods or services. Among other things, the standard
also eliminated industry-specific revenue guidance, required enhanced disclosures about revenue, provided guidance for transactions
that were not previously addressed comprehensively and improved guidance for multiple-element arrangements. This standard was
effective for us in first quarter 2018 and we adopted the new standards update using the modified retrospective method to all open
contracts as of January 1, 2018. Our implementation of this standard did not result in a cumulative-effect adjustment on date of
adoption; however, our financial statement presentation related to revenue received from certain gas processing contracts changed.
Based on previous accounting guidance, certain of our gas processing contracts were reported in revenue at a net price (net of
processing costs) we receive. Upon adoption of this accounting standards update, these contracts are now reported as a gross price
received at a delivery point and separate transportation, marketing and processing expense.
F-18
Not Yet Adopted
Financial Instruments – Credit Losses
In June 2016, an accounting standards update was issued that changes the impairment model for trade receivables, net
investments in leases, debt securities, loans and certain other instruments. The standards update requires the use of a forward-looking
“expected loss” model as opposed to the current “incurred loss” model. This standards update is effective for us in first quarter 2020
and will be adopted on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning
of the adoption period. We have evaluated the provisions of this accounting standards update and are assessing the impact, if any, it
may have on our consolidated results of operations, financial position and financial disclosures. From the evaluation of our current
credit portfolio, which includes receivables for commodity sales, joint interest billings due from partners and other receivables,
historical credit losses have been de minimis and we believe that our expected future credit losses would not be significant. As such,
we do not believe adoption of this standard will have a material impact on our financial statements.
Fair Value Measurement
In August 2018, an accounting standards update was issued which provides additional disclosure requirements for fair value
measurements. This new standards update eliminates the requirement to disclose transfers between Level 1 and Level 2 of the fair
value hierarchy and provides for additional disclosures for Level 3 fair value measurements. This new standards update is effective for
us in first quarter 2020 and will be adopted on a prospective or retrospective basis depending on the changes that apply. We do not
believe adoption of this standard will have a material impact on our financial disclosures.
(4) Dispositions
We recognized a pretax net loss on the sale of assets of $30.3 million in the year ended December 31, 2019 compared to a pretax
loss of $10.7 million in 2018 and a pretax gain of $23.7 million in 2017. The following describes the significant divestitures that are
included in our consolidated results of operations for each of three years ended December 31, 2019, 2018 and 2017.
2019 Dispositions
Pennsylvania. In third quarter 2019, we sold, in three separate transactions, a proportionately reduced 2.5% overriding royalty,
primarily in our Washington County, Pennsylvania leases for gross proceeds of $750.0 million. We recorded a pretax loss of $36.5
million related to this sale which represents closing adjustments and transaction fees. In second quarter 2019, we sold natural gas and
oil property, primarily representing over 20,000 unproved acres, for proceeds of $34.0 million and recognized a pretax gain of $5.9
million.
Other. In 2019, we sold miscellaneous proved property, inventory, equipment and other assets for proceeds of $938,000
resulting in a pretax gain of $337,000.
2018 Dispositions
Pennsylvania. In fourth quarter 2018, we sold a proportionately reduced 1% overriding royalty in our Washington County,
Pennsylvania leases for gross proceeds of $300.0 million. We recorded a pretax loss of $10.2 million related to this sale which
represents closing adjustments and transaction fees.
Northern Oklahoma. In third quarter 2018, we sold properties in Northern Oklahoma for proceeds of $23.3 million and we
recorded a pretax net loss of $39,000 related to this sale, after closing adjustments.
Other. In 2018, we sold miscellaneous proved property, inventory and other assets for proceeds of $1.2 million, resulting in a
pretax loss of $448,000.
2017 Dispositions
Texas Panhandle. In fourth quarter 2017, we sold various properties in the Texas Panhandle for proceeds of $40.4 million and
we recorded a pretax loss of $989,000 related to this sale, after closing adjustments.
Western Oklahoma. In 2017, we sold certain properties in Oklahoma for proceeds of $30.8 million and we recorded a pretax
gain of $23.8 million related to this sale, after closing adjustments and transaction fees.
Other. In 2017, we sold miscellaneous unproved property, inventory and surface property for proceeds of $1.3 million resulting
in a pretax gain of $870,000.
F-19
(5) Revenues from Contracts with Customers
Disaggregation of Revenue
We have identified three material revenue streams in our business: natural gas sales, NGLs sales, crude oil and condensate sales.
Brokered revenue attributable to each product sales type is included here because the volume of product that we purchase is
subsequently sold to separate counterparties in accordance with existing sales contracts under which we also sell our production.
Revenue attributable to each of our identified revenue streams is disaggregated below (in thousands):
Natural gas sales
NGLs sales
Oil sales
Total natural gas, NGLs and oil sales
Sales of purchased natural gas
Sales of purchased NGLs
Other marketing revenue
Total
Year Ended
December 31,
2019
2018
$ 1,388,838 $ 1,663,832
931,360
255,885
2,851,077
459,634
9,017
14,109
$ 2,600,934 $ 3,333,837
681,134
185,453
2,255,425
332,006
1,661
11,842
Principal versus Agent
We engage in various types of transactions in which midstream entities process our wet gas and, in some scenarios,
subsequently market the resulting NGLs and residue gas to third-party customers on our behalf. These types of transactions require
judgment to determine whether we are the principal or the agent in the contract and, as a result, whether revenues are recorded gross
or net.
Transaction Price Allocated to Remaining Performance Obligations
A significant number of our product sales are short-term in nature with a contract term of one year or less. For those contracts,
we have utilized the practical expedient allowed in the new revenue accounting standard that exempts us from disclosure of the
transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original
expected duration of one year or less.
For our product sales that have a contract term greater than one year, we have also utilized the practical expedient that states that
we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is
allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit of product generally
represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price
allocated to remaining performance obligations is not required. Currently, our product sales that have a contractual term greater than
one year have no long-term fixed consideration.
Contract Balances
Under our sales contracts, we invoice customers once our performance obligations have been satisfied, at which point payment
is unconditional. Accordingly, our product sales contracts do not give rise to contract assets or liabilities. Accounts receivable
attributable to our revenue contracts with customers was $237.0 million at December 31, 2019 and $438.3 million at December 31,
2018.
Prior−Period Performance Obligations
We record revenue in the month production is delivered to the purchaser. However, settlement statements for certain gas and
NGLs sales may be received for 30 to 90 days after the date production is delivered, and as a result, we are required to estimate the
amount of production that was delivered to the purchaser and the price that will be received for the sale of the product. We record the
differences between our estimates and the actual amounts for product sales in the month that payment is received from the purchaser.
We have internal controls in place for our estimation process and any identified differences between our revenue estimates and actual
revenue received historically have not been significant. For the years ended December 31, 2019 and 2018, revenue recognized in the
reporting period related to performance obligations satisfied in prior reporting periods was not material.
F-20
(6) Income Taxes
Our income tax benefit was $500.3 million for the year ended December 31, 2019 compared to $30.5 million in 2018 and
$251.0 million in 2017. Reconciliation between the statutory federal income tax rate and our effective income tax rate is as follows:
Federal statutory tax rate
Federal rate change
State
State rate and law change
Non-deductible executive compensation
Valuation allowances
Equity compensation
Goodwill impairment
Other
Consolidated effective tax rate
Year Ended December 31,
2018
2019
2017
21.0 %
—
3.8
1.8
—
(3.8 )
(0.2 )
—
—
22.6 %
21.0 %
—
(0.3 )
0.9
—
(0.4 )
(0.1 )
(19.4 )
—
1.7 %
35.0 %
(406.7 )
(0.7 )
(1.3 )
0.7
36.8
30.2
—
0.3
(305.7 %)
Income tax (benefit) expense attributable to (loss) income before income taxes consists of the following (in thousands):
2019
2018
2017
U.S. federal
U.S. state and local
Total
$
Current Deferred
$
Total
— $ (434,585 ) $ (434,585 ) $
(65,706 )
(71,853 )
6,147
6,147 $ (506,438 )
$ (500,291 )
Current Deferred
— $
—
— $
(25,322 ) $
(5,167 )
(30,489 )
$
$
Total
Current Deferred
Total
(25,322 ) $ — $ (302,507 ) $ (302,507 )
17
(5,167 )
51,481
17 $ (251,043 ) $ (251,026 )
(30,489 )
51,464
$
Significant components of deferred tax assets and liabilities are as follows:
$
Deferred tax assets:
Net operating loss carryforward
Deferred compensation
Equity compensation
AMT credits and other credits
Asset retirement obligation
Interest expense carryover
Lease deferred tax assets
Other
Valuation allowances:
Federal
State, net of federal benefit
Total deferred tax assets
Deferred tax liabilities:
Depreciation and depletion
Cumulative mark-to-market gain
Lease deferred tax liabilities
Total deferred tax liabilities
Net deferred tax liability
$
F-21
December 31,
2019
2018
(in thousands)
581,324 $
16,815
7,188
—
60,064
18,035
16,450
11,072
542,847
19,844
8,152
3,296
78,126
19,444
—
11,048
(32,530 )
(158,296 )
520,122
(18,975 )
(101,372 )
562,410
(639,581 )
(25,957 )
(14,780 )
(680,318 )
(160,196 ) $
(1,207,784 )
(21,294 )
—
(1,229,078 )
(666,668 )
At December 31, 2019, deferred tax liabilities exceeded deferred tax assets by $160.2 million. As of December 31, 2019, we
have a state valuation allowance of $158.3 million related to state tax attributes in Louisiana, Oklahoma, Pennsylvania, Texas and
West Virginia. As of December 31, 2019, we have federal valuation allowances of $32.5 million primarily related to our federal net
operating loss carryforward, federal basis differences and charitable contribution carryforward. See the table below for activity related
to these valuation allowances.
The changes in our deferred tax asset valuation allowances are as follows (in thousands):
Balance at the beginning of the year
Charged to provision for income taxes:
State net operating loss carryforwards
Federal net operating loss carryforwards
Non-recoverable deferred tax assets
Other state valuation allowances
Other federal valuation allowances
Other
Balance at the end of the year
$
2019
(120,347 )
$
2018
$ (125,134 )
2017
$ (107,174 )
(25,710 )
13,780
(28,208 )
(31,214 )
346
527
(190,826 )
(23,926 )
11,716
—
16,380
494
123
$ (120,347 )
(11,612 )
15,385
—
(23,790 )
(247 )
2,304
$ (125,134 )
At December 31, 2019, we had federal net operating loss (“NOL”) carryforwards of $2.1 billion. This includes $1.4 billion that
expires between 2020 and 2037 and also includes $712.8 million of NOL carryforwards generated after 2017 that do not expire. We
have state NOL carryforwards in Pennsylvania of $856.3 million that expire between 2027 and 2038 and in Louisiana, we have state
NOL carryforwards of $561.1 million that expire between 2034 and 2039. We file consolidated tax returns in the United States federal
jurisdiction. We file separate company state income tax returns in Louisiana and Pennsylvania and file consolidated or unitary state
income tax returns in Oklahoma, Texas and West Virginia. We are subject to U.S. federal income tax examinations for the years 2016
and after and we are subject to various state tax examinations for years 2015 and after. We have not extended the statute of limitation
period in any income tax jurisdiction. Our policy is to recognize interest related to income tax expense in interest expense and
penalties in general and administrative expense. We do not have any accrued interest or penalties related to tax amounts as of
December 31, 2019. Throughout 2019 and 2018, our unrecognized tax benefits were not material.
(7) Net Income (Loss) per Common Share
Basic income or loss per share attributable to common stockholders is computed as (i) income or loss attributable to common
stockholders (ii) less income allocable to participating securities (iii) divided by weighted average basic shares outstanding. Diluted
income or loss per share attributable to common stockholders is computed as (i) basic income or loss attributable to common
stockholders (ii) plus diluted adjustments to income allocable to participating securities (iii) divided by weighted average diluted
shares outstanding. Diluted net income (loss) per share is calculated under both the two class method and the treasury stock method
and the more dilutive of the two calculations is presented. The following table sets forth a reconciliation of net income or loss to basic
income or loss attributable to common stockholders and to diluted income or loss attributable to common stockholders (in thousands
except per share amounts):
Net (loss) income, as reported
Participating basic earnings (a)
Basic net (loss) income attributed to common stockholders
Reallocation of participating earnings (a)
Diluted net (loss) income attributed to common stockholders
Net (loss) income per common share:
Basic
Diluted
$
$
$
$
2017
2019
Year Ended December 31,
2018
(1,716,297 ) $ (1,746,481 ) $ 333,146
(3,751 )
329,395
5
(1,716,548 ) $ (1,746,726 ) $ 329,400
(251 )
(1,716,548 )
—
(245 )
(1,746,726 )
—
(6.92 ) $
(6.92 ) $
(7.10 ) $
(7.10 ) $
1.34
1.34
(a) Restricted stock Liability Awards represent participating securities because they participate in nonforfeitable dividends or distributions with
common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the
participating securities. Participating securities, however, do not participate in undistributed net losses.
F-22
The following table provides a reconciliation of basic weighted average common shares outstanding to diluted weighted average
common shares outstanding (in thousands):
Denominator:
Weighted average common shares outstanding – basic
Effect of dilutive securities:
Year Ended December 31,
2018
2019
2017
247,970
246,171
245,091
Director and employee restricted stock and performance-based equity awards
Weighted average common shares outstanding – diluted
—
247,970
—
246,171
367
245,458
Weighted average common shares – basic excludes 3.1 million shares of restricted stock Liability Awards held in our deferred
compensation plans (although all awards are issued and outstanding upon grant) for the period ending December 31, 2019 compared
to 3.1 million shares for the period ending December 31, 2018 and 2.8 million shares for the period ending December 31, 2017. Due to
our net loss for the years ended December 31, 2019 and 2018, we excluded all outstanding equity grants from the computation of
diluted net loss per share because the effect would have been anti-dilutive to the computations. Equity grants of 702,000 for the year
ended December 31, 2017 were outstanding but not included in the computations of diluted net income per share because the grant
prices were greater than the average market price of the common shares and would be anti-dilutive to the computations. For purposes
of calculating diluted weighted average common shares for the year ended December 31, 2017, nonvested restricted stock and
performance based equity awards are included in the computation using the treasury stock method with the deemed proceeds equal to
the average unrecognized compensation during the period.
(8) Indebtedness
We had the following debt outstanding as of the dates shown below (in thousands) (bank debt interest rate at December 31, 2019
is shown parenthetically). The expenses of issuing debt are capitalized and included as a reduction to debt in the accompanying
consolidated balance sheets. These costs are amortized over the expected life of the related instruments. When debt is retired before
maturity, or modifications significantly change the cash flows, the related unamortized costs are expensed. No interest was capitalized
during 2019, 2018, and 2017.
Bank debt (3.0%)
Senior notes
4.875% senior notes due 2025
5.00% senior notes due 2023
5.00% senior notes due 2022
5.75% senior notes due 2021
5.875% senior notes due 2022
Other senior notes due 2022
Total senior notes
Senior subordinated notes
5.00% senior subordinated notes due 2023
5.00% senior subordinated notes due 2022
5.75% senior subordinated notes due 2021
Total senior subordinated notes
Total debt
Unamortized premium
Unamortized debt issuance costs
Total debt (net of debt issuance costs) $
December 31,
2019
477,000
$
December 31,
2018
$
943,000
750,000
741,531
511,886
374,139
297,617
590
2,675,763
7,712
19,054
22,214
48,980
3,201,743
3,013
(31,819 )
$
3,172,937
750,000
741,531
580,032
475,952
329,244
590
2,877,349
7,712
19,054
22,214
48,980
3,869,329
4,741
(37,209 )
3,836,861
Bank Debt
In April 2018, we entered into an amended and restated revolving bank facility, which we refer to as our bank debt or our bank
credit facility, which is secured by substantially all of our assets. The bank credit facility has a maximum facility amount of
$4.0 billion. As of December 31, 2019, the facility had a borrowing base of $3.0 billion and bank commitments of $2.4 billion. The
bank credit facility provides for a borrowing base subject to redeterminations annually by each May and for event-driven unscheduled
redeterminations. Our current bank group is comprised of twenty-seven financial institutions, with no one bank holding more than
F-23
7.0% of the total facility. The borrowing base may be increased or decreased based on our request and sufficient proved reserves, as
determined by the bank group. The commitment amount may be increased to the borrowing base, subject to payment of a mutually
acceptable commitment fee to those banks agreeing to participate in the facility increase. The commitment matures on April 13, 2023.
As of December 31, 2019, the outstanding balance under the bank credit facility was $477.0 million with $250.2 million of undrawn
letters of credit leaving $1.7 billion of borrowing capacity available under the commitment amount. During a non-investment grade
period, borrowings under the bank facility can either be at the alternate base rate (“ABR,” as defined in the bank credit agreement)
plus a spread ranging from 0.25% to 1.25% or LIBOR borrowings at the LIBOR Rate (as defined in the bank credit agreement) plus a
spread ranging from 1.25% to 2.25%. The applicable spread is dependent upon borrowings relative to the borrowing base. We may
elect, from time to time, to convert all or any part of our LIBOR loans to ABR loans or to convert all or any part of our ABR loans to
LIBOR loans. The weighted average interest rate was 3.8% for the year ended December 31, 2019 compared to 3.7% for the year
ended December 31, 2018 and 2.7% for the year ended December 31, 2017. A commitment fee is paid on the undrawn balance based
on an annual rate of 0.30% to 0.375%. At December 31, 2019, the commitment fee was 0.30%, the interest rate margin was 1.25% on
our LIBOR loans and 0.25% on our ABR.
At any time during which we have an investment grade debt rating from Moody’s Investors Service, Inc. or Standard & Poor’s
Ratings Services and we have elected, at our discretion, to effect the investment grade rating period, certain collateral security
requirements, including the borrowing base requirement and restrictive covenants will cease to apply, certain other restrictive
covenants will become less restrictive and an additional financial covenant (as defined in the bank credit facility) will be temporarily
imposed. During the investment grade period, borrowings under the bank credit facility can either be at the ABR plus a spread ranging
from 0.125% to 0.75% or LIBOR Rate plus a spread ranging from 1.125% to 1.75% depending on our debt rating. The commitment
fee paid on the undrawn balance ranges from 0.15% to 0.30%. We currently do not have an investment grade rating.
New Senior Notes
In January 2020, we issued $550.0 million aggregate principal amount of 9.25% senior notes due 2026 (the “9.25% Notes”) for
an estimated net proceeds of $541.6 million after underwriting discounts and commissions of $8.4 million. The notes were issued at
par. The 9.25% Notes were offered to qualified institutional buyers and to non-U.S. persons outside the United States in compliance
with Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Interest due on the 9.25% Notes is
payable semi-annually in February and August and is unconditionally guaranteed on a senior unsecured basis by all of our subsidiary
guarantors. On or after February 1, 2025, we may redeem the 9.25% Notes, in whole or in part and from time to time, at 100% of the
principal amounts plus accrued and unpaid interest. We may redeem the notes prior to their maturity at redemption prices based on a
premium, plus accrued and unpaid interest as described in the indenture governing the 9.25% Notes. Upon occurrence of certain
changes in control, we must offer to repurchase the 9.25% Notes. The 9.25% Notes are unsecured and are subordinated to all of our
existing and future secured debt, rank equally with all of our existing and future unsecured debt and rank senior to all of our existing
and future subordinated debt. On the closing of the 9.25% Notes, we used the proceeds to redeem $324.1 million of our 5.75% senior
notes due 2021 and $175.9 million of our 5.875% senior notes due 2022 with the remainder applied to our borrowings under our bank
credit facility.
Early Extinguishment of Debt
In third and fourth quarter 2019, we purchased in the open market $101.8 million principal amount of our 5.75% senior notes
due 2021, $31.6 million principal amount of our 5.875% senior notes due 2022 and $68.1 million principal amount of our 5.00%
senior notes due 2022. We recognized a gain on early extinguishment of debt, including transaction costs and the expensing of the
remaining deferred financing costs on the repurchased debt.
In January 2020, we purchased for cash $500.0 million aggregate principal amount of our 5.75% senior notes due 2021 and our
5.875% senior notes due 2022. An early cash tender of $15.1 million was paid to note holders who tendered their notes within the ten
business day early offer period. The cash tender offer and early cash tender premium were financed from the issuance of our new
9.25% Notes. See New Senior Notes above.
Senior Notes and Senior Subordinated Notes
If we experience a change of control, noteholders may require us to repurchase all or a portion of our senior subordinated notes
and our senior notes at 101% of the principal amount plus accrued and unpaid interest, if any. All of the senior subordinated notes and
the guarantees by our subsidiary guarantors are general, unsecured obligations and are subordinated to our bank debt and are
subordinated to existing and future senior debt that we or our subsidiary guarantors are permitted to incur.
Guarantees
Range Resources Corporation is a holding company which owns no operating assets and has no significant operations
independent of its subsidiaries. The guarantees by our wholly-owned subsidiaries, which are directly or indirectly owned by Range, of
our senior notes, our senior subordinated notes and our bank credit facility are full and unconditional and joint and several, subject to
F-24
certain customary release provisions. A subsidiary guarantor may be released from its obligations under the guarantee:
in the event of a sale or other disposition of all or substantially all of the assets of the subsidiary guarantor or a
sale or other disposition of all the capital stock of the subsidiary guarantor, to any corporation or other person
(including an unrestricted subsidiary of Range) by way of merger, consolidation, or otherwise; or
if Range designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance
with the terms of the indenture.
Debt Covenants and Maturity
Our bank credit facility contains negative covenants that limit our ability, among other things, to pay cash dividends, incur
additional indebtedness, sell assets, enter into certain hedging contracts, change the nature of our business or operations, merge,
consolidate, or make certain investments. In addition, we are required to maintain a ratio of EBITDAX (as defined in the credit
agreement) to cash interest expense of equal to or greater than 2.5 and a current ratio (as defined in the credit agreement) of no less
than 1.0. In addition, the ratio of the present value of proved reserves (as defined in the credit agreement) to total debt must be equal to
or greater than 1.5 until Range has two investment grade ratings. We were in compliance with applicable covenants under the bank
credit facility at December 31, 2019.
The following is the principal maturity schedule for our long-term debt outstanding as of December 31, 2019 (in thousands):
2020
2021
2022
2023
2024
Thereafter
Year Ended
December 31,
—
$
396,353
829,147
1,226,243
—
750,000
3,201,743
$
(9) Asset Retirement Obligations
Our asset retirement obligations (“ARO”) primarily represent the present value of the estimated amounts we will incur to plug,
abandon and remediate our producing properties at the end of their productive lives. Significant inputs used in determining such
obligations include estimates of plugging and abandonment costs, estimated future inflation rates and well lives. The inputs are
calculated based on historical data as well as current estimated costs. The following is a reconciliation of our liability for plugging and
abandonment costs as of December 31, 2019 and 2018 (in thousands):
Beginning of period
Liabilities incurred
Acquisitions
Liabilities settled
Disposition of wells
Accretion expense
Change in estimate
End of period
Less current portion
$
2019
2018
$
312,754
4,063
—
(5,953 )
(82,576 )
15,658
7,130
251,076
(2,393 )
276,855
3,376
13,438
(5,052 )
(13,332 )
25,456
12,013
312,754
(5,485 )
Long-term asset retirement obligations (a)
$
248,683
$
307,269
(a) In fourth quarter 2019, we entered into an agreement to sell our legacy assets in Northwest Pennsylvania. Final approval from the state
governmental authorities for a change in operatorship is expected by mid-2020, at which time we will reduce this liability by approximately
$125.5 million and recognize a gain on sale of these assets.
Accretion expense is recognized as an increase to depreciation, depletion and amortization expense in the accompanying
consolidated statements of operations.
F-25
(10) Derivative Activities
We use commodity-based derivative contracts to manage exposure to commodity price fluctuations. We do not enter into these
arrangements for speculative or trading purposes. We do not utilize complex derivatives as we typically utilize commodity swap, calls,
swaptions or collar contracts to (1) reduce the effect of price volatility of the commodities we produce and sell and (2) support our
annual capital budget and expenditure plans. Every derivative instrument is required to be recorded on our consolidated balance sheets
as either an asset or a liability measured at its fair value. Their fair value, which is represented by the estimated amount that would be
realized upon termination, based on a comparison of the contract price and a reference price (generally NYMEX for natural gas and
crude oil or Mont Belvieu for NGLs), approximated a net derivative asset of $126.7 million at December 31, 2019. These contracts
expire monthly through December 2021. The following table sets forth the derivative volumes by year as of December 31, 2019,
excluding our basis and freight swaps which are discussed separately below:
Period
Natural Gas
2020
2021
Crude Oil
2020
2021
April-September, 2020
NGLs (NC4-Normal Butane)
January-March, 2020
NGLs (C5-Natural Gasoline)
January-March, 2020
Contract Type
Volume Hedged
Weighted
Average Hedge Price
Swaps
Swaps
Swaps
Swaps
Calls
Swaps
Swaps
1,000,984 Mmbtu/day
50,000 Mmbtu/day
7,995 bbls/day
1,000 bbls/day
500 bbls/day
$ 2.64 (1)
$ 2.62 (1)
$ 58.27 (1)
$ 55.00 (1)
$ 59.00
659 bbls/day
$ 0.73/gallon
4,297 bbls/day
$ 1.21/gallon
(1) We also sold natural gas call swaptions of 140,000 Mmbtu/day for March-December 2020 at a weighted average price of $2.53 and 100,000
Mmbtu per day for 2021 at a weighted average price of $2.69. In addition, we sold call swaptions of 3,000 bbls per day for 2021 at a weighted
average price of $56.50.
Basis Swap Contracts
In addition to the swaps, collars and swaptions above, at December 31, 2019, we had natural gas basis swap contracts which
lock in the differential between NYMEX and certain of our physical pricing points in Appalachia. These contracts settle monthly
through December 2021 and include a total volume of 114,882,500 Mmbtu. The fair value of these contracts was a net derivative asset
of $9.4 million on December 31, 2019.
At December 31, 2019, we also had propane spread swap contracts which lock in the differential between Mont Belvieu and
international propane indexes. The contracts settle monthly in 2020. The fair value of these contracts was a net derivative liability of
$14.1 million on December 31, 2019.
Freight Swap Contracts
In connection with our international propane sales, we utilize propane swaps. To further hedge our propane price, at
December 31, 2019, we had freight swap contracts which lock in the freight rate for a specific trade route on the Baltic Exchange.
These contracts settle monthly and cover 4,000 metric tons per month in first quarter 2020, increasing to 14,000 metric tons per month
for the remainder of 2020 and 10,000 metric tons per month in 2021 with a fair value net derivative asset of $1.5 million on December
31, 2019.
Derivative Assets and Liabilities
The combined fair value of derivatives included in the accompanying consolidated balance sheets as of December 31, 2019 and
2018 is summarized below (in thousands). As of December 31, 2019, we are conducting derivative activities with twenty
counterparties, of which all but three are secured lenders in our bank credit facility. We believe all of these counterparties are
acceptable credit risks. At times, such risks may be concentrated with certain counterparties. The credit worthiness of our
counterparties is subject to periodic review. The assets and liabilities are netted where derivatives with both gain and loss positions are
held by a single counterparty and we have master netting arrangements.
F-26
$
$
$
$
$
Derivative assets:
Natural gas
Crude oil
NGLs
Freight
–swaps
–swaptions
–basis swaps
–swaps
–swaptions
–calls
–C3 propane spread swaps
–NC4 butane swaps
–C5 natural gasoline swaps
–swaps
Derivative (liabilities):
Natural gas
–swaps
–swaptions
–basis swaps
–swaps
–swaptions
–calls
–C3 propane spread swaps
–C5 natural gasoline swaps
–swaps
Crude oil
NGLs
Freight
Derivative assets:
Natural gas
Crude oil
NGLs
Freight
–swaps
–swaptions
–basis swaps
–swaps
–collars
–C3 propane swaps
–C3 propane collars
–C3 propane spread swaps
–NC4 butane swaps
–C5 natural gasoline swaps
–swaps
Gross
Amounts of
Recognized
Assets
December 31, 2019
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
Assets Presented in the
Balance Sheet
134,364
—
10,766
3,893
—
—
1,913
167
60
1,529
152,692
$
$
(2,913) $
(1,325)
(1,092)
(4,794)
(1,597)
(349)
(1,913)
—
(127)
(1,028)
(15,138) $
131,451
(1,325)
9,674
(901)
(1,597)
(349)
—
167
(67)
501
137,554
Gross
Amounts of
Recognized
(Liabilities)
December 31, 2019
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
(Liabilities) Presented in the
Balance Sheet
(1,657) $
(2,594)
(1,371)
(4,814)
(2,254)
(349)
(16,040)
(127)
—
(29,206) $
2,913 $
1,325
1,092
4,794
1,597
349
1,913
127
1,028
15,138 $
1,256
(1,269 )
(279 )
(20 )
(657 )
—
(14,127 )
—
1,028
(14,068 )
Gross
Amounts of
Recognized
Assets
December 31, 2018
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
Assets Presented in the
Balance Sheet
20,834
5,200
6,468
26,481
5,945
18,719
8,538
8,984
4,084
17,371
—
122,624
$
$
(11,748) $
(3,883)
(2,822)
(651)
(707)
(589)
—
(8,868)
—
—
(561)
(29,829) $
9,086
1,317
3,646
25,830
5,238
18,130
8,538
116
4,084
17,371
(561)
92,795
$
F-27
Derivative (liabilities):
Natural gas
–swaps
–swaptions
–basis swaps
–swaps
–collars
–C3 propane swaps
–C3 propane spread swaps
–swaps
Crude oil
NGLs
Freight
December 31, 2018
Gross
Amounts of
Recognized
(Liabilities)
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
(Liabilities)
Presented in the
Balance Sheet
$
$
(18,332) $
(7,972)
(1,702)
—
—
—
(8,868)
(561)
(37,435) $
11,748 $
3,883
2,822
651
707
589
8,868
561
29,829 $
(6,584)
(4,089)
1,120
651
707
589
—
—
(7,606)
The effects of our derivatives on our consolidated statements of operations for the last three years are summarized below (in
thousands).
Commodity swaps
Swaptions
Collars
Basis swaps
Puts
Calls
Freight swaps
Total
$
$
Year Ended December 31,
Derivative Fair Value
(Loss) Income
2018
2017
2019
219,968 $ (57,950 ) $ 181,095
6,534
18,132
(4,647 )
10,929
987
320
226,681 $ (51,192 ) $ 213,350
(6,556 )
17,583
(1,104 )
—
(2,653 )
(512 )
333
(3,903 )
6,661
—
(349 )
3,971
(11) Fair Value Measurements
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. There are three approaches for measuring the fair value of assets and liabilities: the
market approach, the income approach and the cost approach, each of which includes 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. This is often referred to as current
replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or
construct a substitute asset of comparable utility, adjusted for obsolescence.
The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and
does not prioritize among the techniques. These standards establish 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. Level 1 inputs are given the highest priority in the fair value hierarchy, while Level 3 inputs are
given the lowest priority. The three levels of the fair value hierarchy are as follows:
Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in
active markets as of the reporting date. Active markets are those in which transactions for the asset or
liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market
data. These are inputs other than quoted prices in active markets included in Level 1, which are either
F-28
directly or indirectly observable as of the reporting date.
Level 3 – Unobservable inputs for which there is little, if any, market activity for the asset or liability
being measured. These inputs reflect management’s best estimates of the assumptions market
participants would use in determining fair value. Our Level 3 measurements consist of instruments
using standard pricing models and other valuation methods that utilize unobservable pricing inputs
that are significant to the overall value.
Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities 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. When transfers between levels occur, it is our policy to assume the transfer occurred at the date of the event
or change in circumstances that caused the transfer.
Fair Values-Recurring
We use a market approach for our recurring fair value measurements and endeavor to use the best information available.
Accordingly, valuation techniques that maximize the use of observable impacts are favored. The following tables present the fair value
hierarchy table for assets and liabilities measured at fair value, on a recurring basis (in thousands):
Fair Value Measurements at December 31, 2019 Using:
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Carrying
Value as of
December 31,
2019
Trading securities held in the deferred compensation plans
Derivatives –swaps
$
–calls
–basis swaps
–freight swaps
–swaptions
62,009 $
—
—
—
—
—
— $
131,886
(349)
(4,732)
1,529
—
— $
—
—
—
—
(4,848)
62,009
131,886
(349)
(4,732)
1,529
(4,848)
Fair Value Measurements at December 31, 2018 Using:
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Carrying
Value as of
December 31,
2018
Trading securities held in the deferred compensation plans
Derivatives –swaps
–collars
–basis swaps
–freight swaps
–swaptions
$
57,293 $
—
—
—
—
—
— $
69,156
5,945
4,883
(561)
—
— $
—
8,538
—
—
(2,772)
57,293
69,156
14,483
4,883
(561)
(2,772)
Our trading securities in Level 1 are exchange-traded and measured at fair value with a market approach using December 31, 2019
market values. Derivatives in Level 2 are measured at fair value with a market approach using third-party pricing services, which have
been corroborated with data from active markets or broker quotes. As of December 31, 2019, a portion of our natural gas derivative
instruments contain swaptions where the counterparty has the right, but not the obligation, to enter into a fixed price swap on a
predetermined date. Derivatives in Level 3 are measured at fair value with a market approach using third-party pricing services, which
have been corroborated with data from active markets or broker quotes. Subjectivity in the volatility factors utilized can cause a
significant change in the fair value measurement of our swaptions. The following is a reconciliation of the beginning and ending
balances for derivative instruments classified as Level 3 in the fair value hierarchy (in thousands):
F-29
Balance at the beginning of period
Total gains (losses):
Included in earnings
Settlements received
Transfers in and/or out of Level 3
Balance at end of period
Year Ended
December 31,
2019
$
5,766
—
(7,692 )
(2,922 )
(4,848 )
$
Our trading securities held in the deferred compensation plan are accounted for using the mark-to-market accounting method
and are included in other assets in the accompanying consolidated balance sheets. We elected to adopt the fair value option to simplify
our accounting for the investments in our deferred compensation plan. Interest, dividends, and mark-to-market gains/losses are
included in deferred compensation plan expense in the accompanying consolidated statements of operations. For the year ended
December 31, 2019, interest and dividends were $1.1 million and mark-to-market was a gain of $8.5 million. For the year ended
December 31, 2018, interest and dividends were $1.1 million and mark-to-market was a loss of $7.9 million. For the year ended
December 31, 2017, interest and dividends were $4.1 million and mark-to-market was a gain of $4.2 million.
Fair Values-Non recurring
Due to declines in commodity prices and estimated reserves over the last three years, there were indications that the carrying
values of certain of our natural gas and oil properties may be impaired and undiscounted future cash flows attributed to these assets
indicated their carrying amounts were not expected to be recovered. Their fair value is generally measured using an income approach
based upon internal estimates of future production levels, prices, drilling and operating costs and discount rates, which are Level 3
inputs. In some cases, we also considered the potential sale of these properties and comparable market value, if available. In fourth
quarter 2019, there were indicators that the carrying value of our North Louisiana properties may be impaired due to a shift in business
strategy employed by management and also the possibility of a divestiture of these assets. As a result of the impairment evaluation,
where we used an income approach, also referred to as a discounted cash flow model, to assess fair value and we recorded an
impairment of $1.1 billion. An additional guideline transaction market approach was also utilized to corroborate the estimated fair
value. The expected future net cash flows used published future prices and were discounted using an annual rate of twelve percent to
determine fair value. We have a gas processing agreement that extends through 2030 in North Louisiana where we must pay a
quarterly deficiency payment if the minimum volume commitment is not met. In the event these properties are sold in the future and
any or all of these charges are retained by us, we would recognize and accrue these future divestiture-related charges, which could be
significant. For fourth quarter 2019, our deficiency charges were approximately $14.0 million. During 2018, we increased our interest
in certain properties in our shallow legacy oil and natural gas assets in Northwest Pennsylvania for a minimal dollar amount for which
the fair value was previously determined to be zero. As a result, in 2018 we recorded additional impairment of $15.3 million related to
these properties. In early 2018, there were indicators that the carrying value of certain of our oil and gas properties in Oklahoma may
be impaired and undiscounted future cash flows attributed to these assets indicated their carrying amounts were not expected to be
recovered. We recorded non-cash impairment charges of $7.3 million related to these properties. We recorded non-cash impairment
charges during the year ended 2017 of $63.7 million related to certain of our oil and gas properties in Oklahoma and the Texas
Panhandle. The following table presents the value of these assets measured at fair value on a nonrecurring basis at the time impairment
was recorded (in thousands):
2019
Year Ended December 31,
2018
2017
Natural gas and oil properties $ 370,500 $ 1,093,531 $
Fair Value
Impairment Fair Value Impairment Fair Value Impairment
63,679
85,597 $
22,614 $
32,516 $
Fair Value-Goodwill
During 2016, we recorded goodwill associated with a business acquisition, which represented the cost of the acquired entity
over the net amounts assigned to assets acquired and liabilities assumed. Goodwill is assessed for impairment whenever events or
circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually. As of November 1,
2018, we performed our annual qualitative assessment of goodwill to determine whether it was more likely than not that the fair value
of our reporting unit was less than its carrying amount. Based on the results of this assessment, we determined it was not likely that
goodwill was impaired. However, since that qualitative assessment at November 1, 2018, our stock price declined significantly
through December 31, 2018, at which time our stock price closed at $9.57 per share. At that time, we undertook a quantitative
goodwill assessment. In this assessment, fair value is estimated based on a combination of a market capitalization and an income
F-30
approach. The income approach is based on internal estimates of future production levels, prices, drilling and operating costs and
discount rates, which are Level 3 inputs. The estimated market capitalization approach utilized a 20 day weighted average stock price
and our common shares outstanding as of December 31, 2018. Management utilized the assistance of a third-party valuation expert to
determine the fair value of our business. Two additional market approaches, the guideline public company multiple and the guideline
transaction method were also utilized to corroborate the estimated fair value. As a result of this measurement, we recorded a $1.6
billion impairment of goodwill during fourth quarter 2018.
Fair Values-Reported
The following table presents the carrying amounts and the fair values of our financial instruments as of December 31, 2019 and
2018 (in thousands):
Assets:
Commodity swaps, options and basis swaps
Marketable securities (a)
$
137,554 $
62,009
137,554 $
62,009
92,795 $
57,293
92,795
57,293
December 31, 2019
Fair
Value
Carrying
Value
December 31, 2018
Fair
Value
Carrying
Value
(Liabilities):
Commodity swaps, options and basis swaps
Bank credit facility (b)
5.75% senior notes due 2021 (b)
5.00% senior notes due 2022 (b)
5.875% senior notes due 2022 (b)
Other senior notes due 2022 (b)
5.00% senior notes due 2023 (b)
4.875% senior notes due 2025 (b)
5.75% senior subordinated notes due 2021 (b)
5.00% senior subordinated notes due 2022 (b)
5.00% senior subordinated notes due 2023 (b)
Deferred compensation plan (c)
(14,068)
(477,000)
(374,139)
(511,886)
(297,617)
(590)
(741,531)
(750,000)
(22,214)
(19,054)
(7,712)
(74,472)
(14,068)
(477,000)
(375,909)
(501,582)
(294,757)
(592)
(683,291)
(645,098)
(21,539)
(17,011)
(7,654)
(74,472)
(7,606)
(943,000)
(475,952)
(580,032)
(329,244)
(590)
(741,531)
(750,000)
(22,214)
(19,054)
(7,712)
(80,092)
(7,606)
(943,000)
(455,972)
(519,343)
(305,989)
(581)
(654,683)
(616,313)
(21,638)
(17,072)
(6,690)
(80,092)
(a) Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges.
(b) The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior notes and our senior
subordinated notes is based on end of period market quotes which are Level 2 inputs.
(c) The fair value of our deferred compensation plan is updated at the closing price on the balance sheet date which is a Level 1 input.
Our current assets and liabilities contain financial instruments, the most significant of which are trade accounts receivables and
payables. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment
incorporates a variety of considerations, including (1) the short-term duration of the instruments and (2) our historical incurrence of
and expected future insignificance of bad debt expense.
(12) Stock-Based Compensation Plans
Description of the Plans
We have two active equity-based stock plans, our 2005 Equity Based Compensation Plan, which we refer to as the 2005 Plan
and the new 2019 Equity-Based Compensation Plan, which was approved by our stockholders in May 2019. Under these plans, the
compensation committee of the board of directors may grant, among other things, stock options, SARs, PSUs and restricted stock
awards to non-employee directors and employees. Shares issued as a result of awards granted are generally new common shares but
can be funded out of treasury shares, if available.
F-31
Total Stock-Based Compensation Expense
Stock-based compensation expense represents amortization of restricted stock and performance units. The following table
details the amount of stock-based compensation that is allocated to functional expense categories for each of the years in the three-
year period ended December 31, 2019 (in thousands):
Direct operating expense
Brokered natural gas and marketing expense
Exploration expense
General and administrative expense
Termination costs
Total
(1) Includes $30.8 million accelerated vesting of equity grants.
2019
2018
2017(1)
1,928
1,856
1,566
35,061
1,971
42,382
$
2,109 $
1,452
1,921
43,806
—
$ 49,288 $
2,060
1,437
2,742
74,873
1,664
82,776
$
$
In fourth quarter 2017, the compensation committee approved a new post-retirement benefit plan (See Other Post Retirement
Benefits below). Along with establishing the new health care benefit plan for certain officers that have met the required age and
service requirements and with the intention of improving our management succession plan, those officers who qualify for the new
post-retirement health care plan were fully vested in all equity grants. The one-time impact of the acceleration of these equity grants
was $30.8 million in fourth quarter 2017. Effective October 2018, officers who qualify for the new post-retirement health care plan are
required to provide reasonable notice of retirement and, beginning in 2019, are fully vested after one year of service after grant date.
Unlike the other forms of stock-based compensation expense mentioned above, the mark-to-market of the liability related to the
vested restricted stock held in our deferred compensation plans is directly tied to the change in our stock price and not directly related
to the functional expenses. Therefore, the liability related to the vested restricted stock held in our deferred compensation plans is not
allocated to the functional categories and is reported as deferred compensation plan expense in the accompanying consolidated
statements of operations.
In 2019, we recorded $3.4 million additional tax expense for the tax effect of excess financial accounting expense over the
corporate income tax deduction for equity compensation vested in the year compared to $3.6 million in 2018 and $5.3 million in 2017.
Stock-Based Awards
Restricted Stock Awards. We grant restricted stock units under our equity-based stock compensation plans. These restricted
stock units, which we refer to as restricted stock Equity Awards, generally vest over a three-year period and are contingent on the
recipient’s continued employment. These awards are net settled by withholding shares to satisfy income tax withholding payments due
upon vesting. The remaining shares are remitted to individual brokerage accounts. The grant date fair value of the Equity Awards is
based on the fair market value of our common stock on the date of grant. Shares to be delivered upon vesting are made available from
authorized but unissued shares or shares held as treasury stock.
The compensation committee also grants restricted stock to certain employees and non-employee directors of the board of
directors as part of their compensation. We also grant restricted stock to certain employees for retention purposes. Compensation
expense is recognized over the balance of the vesting period, which is typically three years for employee grants and immediate vesting
for non-employee directors. All restricted stock awards are issued at prevailing market prices at the time of the grant and the vesting is
based upon an employee’s continued employment with us. Prior to vesting, all restricted stock awards have the right to vote such stock
(by the trustee) and receive dividends thereon. Upon grant of these restricted shares, which we refer to as restricted stock Liability
Awards, the majority of these shares are generally placed in our deferred compensation plan and, upon vesting, withdrawals are
allowed in either cash or in stock. These Liability Awards are classified as a liability and are remeasured at fair value each reporting
period. This mark-to-market amount is reported in deferred compensation plan expense in the accompanying consolidated statements
of operations. Historically, we have used authorized but unissued shares of stock when restricted stock is granted. However, we also
may utilize treasury shares when available.
Stock-Based Performance Units. We grant three types of performance share awards: two of which are based on performance
conditions measured against internal performance metrics (Production Growth Awards or “PG-PSUs” and Reserve Growth Awards or
“RG-PSUs”) and one based on market conditions measured based on Range’s performance relative to a predetermined peer group
(TSR Award or “TSR-PSUs”).
At grant date, each unit represents the value of one share of our common stock. These units are settled in stock and the amount
of the payout is based on (1) the vesting percentage, which can be from zero to 200% based on the performance achieved and (2) the
value of our common stock on the date vesting is determined by the compensation committee. Dividend equivalents may accrue
F-32
during the performance period and would be paid in stock at the end of the performance period. The performance period is a three-
year period.
Restricted Stock – Equity Awards
In 2019, we granted 2.8 million restricted stock Equity Awards to employees which generally vest over a three-year period
compared to 1.8 million in 2018 and 888,000 in 2017. We recorded compensation expense for these awards of $22.5 million in the
year ended December 31, 2019 compared to $24.2 million in 2018 and $23.4 million in 2017. As of December 31, 2019, there was
$24.9 million of unrecognized compensation related to Equity Awards expected to be recognized over a weighted average period
of 1.7 years. Restricted stock Equity Awards are not issued to employees until such time as they are vested and the employees do not
have the option to receive cash.
Restricted Stock – Liability Awards
In 2019, we granted 1.2 million shares of restricted stock Liability Awards as compensation to directors and employees at an
average price of $10.16. These grants included 183,000 shares issued to non-employee directors, which vest immediately, and 1.0
million shares to employees with vesting generally over a three-year period. In 2018, we granted 891,000 shares of restricted stock
Liability Awards as compensation to directors and employees at an average price of $15.30. This grant included 146,000 issued to
non-employee directors, which vest immediately, and 745,000 shares to employees with vesting generally over a three-year period. In
2017, we granted 543,000 shares of restricted stock Liability Awards as compensation to directors and employees at an average price
of $25.91. These grants included 90,000 shares issued to non-employee directors, which vest immediately, and 453,000 shares to
employees with vesting generally over a three-year period. We recorded compensation expense for these Liability Awards of $9.3
million in the year ended December 31, 2019 compared to $11.7 million in 2018 and $30.4 million in 2017. Accelerated vesting
compensation expense of $15.4 million is included in the year ended December 31, 2017. As of December 31, 2019, there was $4.5
million of unrecognized compensation related to restricted stock Liability Awards expected to be recognized over a weighted average
period of 1.5 years. The majority of all of these awards are held in our deferred compensation plan, are classified as a liability and are
remeasured at fair value each reporting period. This mark-to-market amount is reported as deferred compensation expense in our
consolidated statements of operations (see additional discussion below). The proceeds received from the sale of stock held in our
deferred compensation plan were $667,000 in 2019 compared to $9.7 million in 2018 and $4.5 million in 2017. The following is a
summary of the status of our non-vested restricted stock outstanding at December 31, 2019:
Restricted Stock
Equity Awards
Restricted Stock
Liability Awards
Outstanding at December 31, 2016
Granted
Vested
Forfeited
Outstanding at December 31, 2017
Granted
Vested
Forfeited
Outstanding at December 31, 2018
Granted
Vested
Forfeited
Outstanding at December 31, 2019
Weighted
Average Grant
Date Fair Value
Shares
425,018
543,438
(908,912 )
(4,342 )
55,202
891,350
(738,073 )
(23,900 )
184,579
1,214,038
(987,491 )
—
411,126
Weighted
Average Grant
Date Fair Value
43.48
$
25.91
33.71
31.10
32.26
15.30
16.34
19.76
15.65
10.16
10.86
—
10.94
$
33.62
32.61
34.82
32.91
31.64
16.98
23.57
21.59
20.04
10.59
15.72
13.03
12.32
Shares
765,971 $
888,326
(698,563 )
(122,676 )
833,058
1,834,883
(1,037,501 )
(244,352 )
1,386,088
2,792,438
(1,608,075 )
(568,212 )
2,002,239 $
F-33
Stock-Based Performance Units
Production Growth and Reserve Growth Awards. The PG-PSUs and RG-PSUs vest at the end of the three-year performance
period. The performance metrics for each year are set by the compensation committee no later than March 31 of such year. If the
performance metric for the applicable period is not met, then that portion is considered forfeited. The following is a summary of our
non-vested PG/RG-PSUs awards outstanding at December 31, 2019:
Outstanding at December 31, 2016
Units granted
Outstanding at December 31, 2017
Units granted (a)
Forfeited (b)
Outstanding at December 31, 2018
Units granted (a)
Forfeited
Outstanding at December 31, 2019
Weighted
Average
Grant Date Fair
Value
of Range Stock
—
25.53
25.53
15.22
23.03
15.61
10.32
15.65
11.70
Number of
Units
$
—
122,921
122,921
440,938
(27,061 )
536,798
345,202
(427 )
881,573
$
(a) Amounts granted reflect the number of performance units granted; however, the actual payout of shares will be between zero and 200% depending
on achievement of specifically identified performance targets.
(b) The first of three tranches of PG-PSUs granted in 2017 was forfeited as the performance metric was not met.
We recorded PG/RG-RSUs compensation expense of $3.8 million in the year ended December 31, 2019 compared to $5.4
million in the year ended December 31, 2018 and $1.8 million in the year ended December 31, 2017. Accelerated vesting
compensation expense of $1.5 million is included in the year ended December 31, 2017. As of December 31, 2019, there was
$933,000 of unrecognized compensation related these PSU awards to be recognized over a weighted average period of 1.0 years.
TSR Awards. TSR-PSUs granted are earned, or not earned, based on the comparative performance of Range’s common stock
measured against a predetermined group of companies in the peer group over a three-year performance period. The fair value of the
TSR-PSUs is estimated on the date of grant using a Monte Carlo simulation model which utilizes multiple input variables that
determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award.
The fair value is recognized as stock-based compensation expense over the three-year performance period. Expected volatilities
utilized in the model were estimated using a combination of a historical period consistent with the remaining performance period of
three years and option implied volatilities. The risk-free interest rate was based on the United States Treasury rate for a term
commensurate with the life of the grant. The following assumptions were used to estimate the fair value of the TSR-PSUs granted
during the years ended December 31, 2019, 2018 and 2017:
Year Ended December 31, 2019
2019
2018
2017
Risk-free interest rate
Expected annual volatility
Grant date fair value per unit
2.44%
46%
$
11.34
$
2.42%
48%
$
18.51
1.49%
44%
26.26
F-34
The following is a summary of our non-vested TSR – PSUs award activities:
Outstanding at December 31, 2016
Granted (a)
Vested and issued (b)
Forfeited
Outstanding at December 31, 2017
Granted (a)
Vested and issued (c)
Forfeited
Outstanding at December 31, 2018
Granted (a)
Vested and issued (d)
Forfeited
Outstanding at December 31, 2019
Weighted
Average
Grant Date Fair
Value
Number of
Units
871,299 $
358,519
(85,461)
(134,515)
1,009,842
329,486
(73,985)
(197,457)
1,067,886
314,152
(12,283)
(376,303)
993,452 $
55.29
26.26
86.23
85.24
38.38
18.51
56.81
55.46
27.81
11.34
30.47
37.25
19.00
(a) These amounts reflect the number of performance units granted. The actual payout of shares may be between zero and 150% (for TSR-PSUs
granted in 2017) and may be between zero and 200% (for TSR-PSUs granted in 2018 and 2019) of the performance units granted depending on the
total shareholder return ranking compared to our peer companies at the vesting date.
(b) Includes 85,461 TSR-PSU awards issued related to the 2014 performance period where the return on our common stock was the 67th percentile for
the February 2014 grant and 56th percentile for the May 2014 grant. The remaining 2014 awards are considered to be forfeited.
(c) Includes 73,985 TSR-PSUs awards issued related to the 2015 performance period where the return on our common stock was the 46th percentile
for the February 2015 grant and the 36th percentile for the May 2015 grant. The remaining 2015 awards are considered to be forfeited.
(d) Includes 12,283 TSR-PSUs awards issued related to 2016 performance where the return on our common stock was in the 20th percentile for the
February 2016 grant. The remaining February 2016 awards are considered to be forfeited. The May 2016 awards were 100% forfeited as the
performance was not achieved.
We recorded TSR-PSU compensation expense of $3.0 million in the year ended December 31, 2019 compared to $6.3 million in
the year ended December 31, 2018 and $24.8 million in the year ended December 31, 2017. Accelerated vesting compensation
expense of $13.0 million is included in the year ended December 31, 2017. As of December 31, 2019, there was $1.5 million of
unrecognized compensation related to these PSU awards to be recognized over a weighted average period of 1.2 years.
401(k) Plan
We maintain a 401(k) benefit plan that allows employees to contribute up to 75% of their salary (subject to Internal Revenue
Service limitations) on a pretax basis. We match up to 6% of salary in cash and vesting of those contributions is immediate. In 2019,
we contributed $5.4 million to the 401(k) Plan compared to $5.8 million in 2018 and $5.1 million in 2017. Employees have a variety
of investment options in the 401(k) benefit plan.
Deferred Compensation Plan
Our deferred compensation plan gives directors, officers and key employees the ability to defer all or a portion of their salaries
and bonuses and invest in Range common stock or make other investments at the individual’s discretion. Range provides a partial
matching contribution which vests over three years. The assets of the plans are held in a grantor trust, which we refer to as the Rabbi
Trust, and are therefore available to satisfy the claims of our creditors in the event of bankruptcy or insolvency. Our stock held in the
Rabbi Trust is treated as a liability award as employees are allowed to take withdrawals from the Rabbi Trust either in cash or in
Range stock. The liability for the vested portion of the stock held in the Rabbi Trust is reflected in the deferred compensation liability
in the accompanying consolidated balance sheets and is adjusted to fair value each reporting period by a charge or credit to deferred
compensation plan expense on our consolidated statements of operations. The assets of the Rabbi Trust, other than our common stock,
are invested in marketable securities and reported at their market value in other assets in the accompanying consolidated balance
sheets. The deferred compensation liability reflects the vested market value of the marketable securities and Range stock held in the
Rabbi Trust. Changes in the market value of the marketable securities and changes in the fair value of the deferred compensation plan
liability are charged or credited to deferred compensation plan expense each quarter. We recorded mark-to-market gain of
$15.5 million in 2019 compared to $18.6 million in 2018 and $50.9 million in 2017. The Rabbi Trust held 3.2 million shares
(2.7 million of vested shares) of Range stock at December 31, 2019 compared to 2.6 million (2.4 million of vested shares) at
December 31, 2018.
F-35
Other Post Retirement Benefits
Effective fourth quarter 2017, we implemented a post retirement benefit plan to assist in providing health care to officers who
are active employees (including their spouses) and have met certain age and service requirements. These benefits are not funded in
advance and are provided up to age 65 or on the date they become eligible for Medicare, subject to various cost-sharing features. The
change in our post-retirement benefit obligation is as follows (in thousands):
Change in Benefit Obligation:
Benefit obligation at beginning of year
Prior service cost
Service cost
Interest cost
Actuarial loss (gain)
Benefits paid
Benefit obligation at end of year
2019
2018
1,355
—
88
68
532
(86 )
1,957
$
$
1,769
—
94
58
(526 )
(40 )
1,355
$
$
Amounts recognized in the consolidated balance sheet:
Long-term liabilities
$
1,957
$
1,355
Components of Net Periodic Post Retirement Benefit Cost:
Service cost
Interest cost
Amortization of prior service cost
Net periodic post retirement costs (recognized in general and
administrative expense)
$
$
88
68
369
$
525
$
Other Changes in Benefit Obligations in Other Comprehensive
Income (Loss):
Net loss (gain)
Prior service cost
Amortization of prior service cost
$
Total recognized in other comprehensive income (loss)
Total recognized in net periodic benefit cost and other comprehensive
$
532
—
(369 )
163
income (loss)
$
688
$
$
$
94
58
369
521
(526 )
—
(369 )
(895 )
(374 )
The following summarizes the assumptions used to determine the benefit obligation at December 31, 2019 and 2018:
Weighted average assumptions used to determine benefit
obligation:
Discount rate
Assumed weighted average healthcare cost trend rates:
Initial healthcare trend rate
Ultimate trend rate
Year ultimate trend rate reached
December 31,
2019
December 31,
2018
2.9 %
6.5 %
4.5 %
2023
4.0 %
6.5 %
5.0 %
2028
The expected future benefit payments under our post retirement benefit plan for the next ten years is $1.1 million for the five
year period 2020 through 2024 and $433,000 for the five year period 2025 through 2029. The estimated prior service cost that will be
amortized from accumulated other comprehensive (loss) income into our statements of operations in 2020 is $369,000.
F-36
(13) Capital Stock
We have authorized capital stock of 485.0 million shares, which includes 475.0 million shares of common stock and
10.0 million shares of preferred stock. The following is a schedule of changes in the number of common shares outstanding since the
beginning of 2017:
2019
Year Ended December 31,
2018
2017
Beginning balance
Restricted stock grants
Restricted stock units vested
Performance stock units issued
Treasury shares
Ending balance
249,510,022
1,186,290
720,212
12,747
(1,798,468 )
249,630,803
248,129,430
865,095
434,046
76,149
5,302
249,510,022
247,144,356
539,096
344,937
85,461
15,580
248,129,430
Common Stock Dividends
The board of directors declared quarterly dividends of $0.02 per common share for each of the four quarters of 2019, 2018 and
2017. In January 2020, we announced that the board has suspended the dividend. The determination of the amount of future dividends,
if any, to be declared and paid is at the sole discretion of the board of directors and will depend on our financial condition, earnings,
capital requirements, levels of indebtedness, our future business prospects and other matters our board of directors deem relevant. Our
bank credit facility and our senior subordinated notes allow for the payment of common dividends, with certain limitations, as
described in the indentures governing each of our notes.
Stock Repurchase Program
In October 2019, the board of directors approved a new stock purchase program to acquire up to $100 million of our outstanding
stock. The following is a schedule of change in treasury shares since the beginning of 2017:
Beginning balance
Rabbi trust shares distributed and/or sold
Shares repurchased
Ending balance
Year Ended December 31,
2018
2017
2019
9,665
(1,532 )
1,800,000
1,808,133
14,967
(5,302 )
—
9,665
30,547
(15,580 )
—
14,967
(14) Supplemental Cash Flow Information
Net cash provided from operating activities included:
Income taxes refunded from taxing authorities
Interest paid
Non-cash investing and financing activities included:
Asset retirement costs capitalized, net
(Decrease) increase in accrued capital expenditures
2019
Year Ended December 31,
2018
(in thousands)
2017
$
— $
7,521 $
(189,443 )
(207,433 )
1,024
(179,431 )
$
11,193 $
(20,104 )
28,826 $
(119,021 )
20,245
71,739
F-37
(15) Commitments and Contingencies
Litigation
We are the subject of, or party to, a number of pending or threatened legal actions and administrative proceedings arising in the
ordinary course of our business including, but not limited to, royalty claims, contract claims and environmental claims. While many of
these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to
proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity,
capital resources or future annual results of operations.
When deemed necessary, we established reserves for certain legal proceedings. The establishment of a reserve is based on an
estimation process that include the advice of legal counsel and subjective judgment of management. While management believes these
reserves to be adequate, it is reasonably possible we could incur additional losses with respect to those matters in which reserves have
been established. We will continue to evaluate our litigation on a quarterly basis and will establish and adjust any litigation reserves as
appropriate to reflect our assessment of the then current status of litigation.
We have incurred and will continue to incur capital, operating and remediation expenditures as a result of environmental laws
and regulations. As of December 31, 2019 and 2018, liabilities for remediation were not material. We are not aware of any
environmental claims existing as of December 31, 2019 that have not been provided for or would otherwise have a material impact on
our financial position or results of operations. Environmental liabilities normally involve estimates that are subject to revision until
final resolution, settlement or remediation occurs.
Lease Commitments
The components of our total lease expense for the year ended December 31, 2019, the majority of which is included in general
and administrative expense, are as follows (in thousands):
Operating lease cost
Variable lease expense (1)
Short-term lease expense (2)
Sublease income
Total lease expense
Short-term lease costs (3)
Year Ended
December 31,
2019
$
$
$
15,536
6,916
2,965
(3,496)
21,921
29,126
(1) Variable lease payments that are not dependent on an index or rate are not included in the lease liability or ROU assets.
(2) Short-term lease expense represents expense related to leases with a contract term of one year or less.
(3) These short-term lease costs are related to leases with a contract term of one year or less and the majority of which are related to drilling
rigs and are capitalized as part of natural gas and oil properties on our consolidated balance sheets and may fluctuate based on the number
of drilling rigs being utilized.
F-38
Supplemental cash flow information related to our operating leases is included in the table below (in thousands):
Cash paid for amounts included in the measurement of lease liabilities
ROU assets added in exchange for lease obligations (since adoption)
$
$
18,700
24,839
Supplemental balance sheet information related to our operating leases is included in the table below (in thousands):
Year Ended
December 31,
2019
Operating lease ROU assets
Accrued liabilities – current
Operating lease liabilities – long-term
December 31,
2019
$
$
$
62,053
(27,856 )
(41,068 )
As part of our ongoing effort to reduce general and administrative expenses due to the lower commodity price environment, we
announced the closing of our Houston office in fourth quarter 2019. We have recorded an impairment related to our Houston office
lease ROU asset of $2.1 million which is included in impairment of proved property and other assets in our consolidated statements of
operations for the year ended December 31, 2019.
Our weighted average remaining lease term and weighted average discount rate for our operating leases are as follows:
Weighted average remaining lease term
Weighted average discount rate
December 31,
2019
4.6 years
6.0%
Our lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands):
2020
2021
2022
2023
2024
Thereafter
Total lease payments
Less effects of discounting
Total lease liability
Operating
Leases
$
$
31,245
14,252
7,023
6,500
6,468
15,262
80,750
(11,826 )
68,924
F-39
Transportation, Gathering and Processing Contracts
We have entered into firm transportation and gathering contracts with various pipeline carriers for the future transportation and
gathering of natural gas, NGLs and oil production from our properties in Pennsylvania and North Louisiana. Under these contracts, we
are obligated to transport, process or gather minimum daily natural gas volumes, or pay for any deficiencies at a specified reservation
fee rate. In some cases, our production committed to these pipelines is expected to exceed the minimum daily volumes provided in the
contracts. See Note 11 for additional information regarding deficiencies in North Louisiana. As of December 31, 2019, future
minimum transportation, processing and gathering fees under our commitments are as follows (in thousands):
$
Transportation,
Gathering and
Processing
Contracts (a)
945,392
949,126
905,920
870,062
853,457
5,154,987
$ 9,678,944
2020
2021
2022
2023
2024
Thereafter
(a) The amounts in this table represent the gross amounts that we are committed to pay; however, we will record in our financial statements our
proportionate share of costs based on our working interest which can vary based on volumes produced.
In addition to the amounts included in the above table, we have entered into additional agreements which are contingent on
certain pipeline modifications and/or construction for natural gas volumes of 25,000 mcf per day, which is expected to begin in 2022
and has a six-year term.
Delivery Commitments
We have various volume delivery commitments that are related to our Marcellus Shale and North Louisiana areas. We expect to
be able to fulfill our contractual obligations from our own production; however, we may purchase third-party volumes to satisfy our
commitments or pay demand fees for commitment shortfalls, should they occur. As of December 31, 2019, our delivery commitments
through 2031 were as follows:
Year Ending December 31,
2020
2021
2022
2023
2024-2028
2029
2030-2031
Natural Gas
(mmbtu per day)
528,607
491,313
370,179
167,970
100,000
100,000
—
Ethane and Propane
(bbls per day)
81,000
65,932
43,000
35,000
35,000
20,000
20,000
In addition to the amounts included in the above table, we have contracted with a pipeline company through 2035 to deliver
ethane production volumes from our Marcellus Shale wells. These agreements and related fees, which are contingent upon pipeline
construction and/or modification, are for 3,000 bbls per day starting in 2021 and increasing to 10,000 bbls per day through 2035. In
addition, we have agreements in place to deliver natural gas volumes from our Marcellus Shale wells, which are also contingent upon
pipeline construction and/or modification, for 35,000 mcf per day starting in late 2020, increasing to 50,000 mcf per day in late 2021
and decreasing to 15,000 mcf per day in 2025 through 2026.
Other
We also have lease acreage that is generally subject to expiration if initial wells are not drilled within a specified period,
generally between three and five years. We do not expect to lose significant lease acreage because of failure to drill due to inadequate
capital, equipment or personnel. However, based on our evaluation of prospective economics, we have allowed acreage to expire and
will allow additional acreage to expire in the future. To date, our expenditures to comply with environmental or safety regulations
have not been a significant component of our cost structure and are not expected to be significant in the future. However, new
regulations, enforcement policies, claims for damages or other events could result in significant future costs.
F-40
(16) Termination Costs
As part of a continuing effort to reduce our general and administrative expenses due to the lower commodity price environment,
additional accruals for severance of $7.5 million and accelerated vesting of stock-based compensation of $2.0 million were recorded in
the year ended December 31, 2019. See Note 15 for information related to an impairment of an office lease. The following table
details the accrued liability as of December 31, 2019 and December 31, 2018 (in thousands):
Beginning balance
Accrued severance costs
Accrued building rent
Payments
Ending balance
2019
—
7,535
—
(2,843 )
4,692
$
$
2018
1,855
(356 )
(17 )
(1,482 )
—
$
$
The following summarizes our termination costs for three years ended December 31, 2019, 2018 and 2017 (in thousands):
Severance costs
Building lease
Stock-based compensation
Total termination costs
2019
2018
2017
$
$
7,535 $
—
1,971
9,506 $
(356 ) $ 2,176
(70 )
1,664
(373 ) $ 3,770
(17 )
—
F-41
(17) Selected Quarterly Financial Data (Unaudited)
The following tables set forth unaudited financial information on a quarterly basis for each of the last two years. Fourth quarter
2019 includes proved and unproved impairment expense of $2.3 billion related to our North Louisiana assets. Fourth quarter 2018
includes goodwill impairment expense of $1.6 billion and unproved impairment expense of $441.8 million related to our North
Louisiana assets.
2019
Revenues and other income:
Natural gas, NGLs and oil sales
Derivative fair value (loss) income
Brokered natural gas, marketing and other
Total revenue and other income
$
671,654 $
(61,731 )
138,214
748,137
563,579 $
195,245
92,605
851,429
474,754 $
74,676
73,015
622,445
545,438 $
18,491
41,675
605,604
2,255,425
226,681
345,509
2,827,615
March
June
September
December
Total
Costs and expenses:
Direct operating
Transportation, gathering, processing and
compression
Production and ad valorem taxes
Brokered natural gas and marketing
Exploration
Abandonment and impairment of unproved
properties
General and administrative
Termination costs
Deferred compensation plan
Interest
Gain on early extinguishment of debt
Depletion, depreciation and amortization
Impairment of proved properties and other
Loss (gain) on sale of assets
Total costs and expenses
Income (loss) before income taxes
Income tax expense (benefit):
Current
Deferred
Net income (loss)
Net income (loss) per common share:
Basic
Diluted
$
$
$
33,227
33,981
35,276
33,792
136,276
302,655
11,310
132,305
8,211
12,659
46,638
—
3,581
51,537
—
138,718
—
189
741,030
301,219
9,889
101,117
8,109
12,770
50,631
2,206
(11,142 )
51,727
—
141,505
—
(5,867 )
696,145
295,912
7,805
79,938
11,013
16,202
41,047
819
(8,871 )
46,997
(2,985 )
137,751
—
36,341
697,245
299,511
8,963
46,532
9,350
1,193,711
42,793
6,481
960
44,024
(2,430 )
130,869
1,095,634
(407 )
2,909,783
1,199,297
37,967
359,892
36,683
1,235,342
181,109
9,506
(15,472 )
194,285
(5,415 )
548,843
1,095,634
30,256
5,044,203
7,107
155,284
(74,800 )
(2,304,179 )
(2,216,588 )
—
5,688
5,688
1,419 $
—
40,099
40,099
115,185 $
4,079
(51,298 )
(47,219 )
(27,581 ) $
2,068
(500,927 )
(498,859 )
(1,805,320 ) $
6,147
(506,438 )
(500,291 )
(1,716,297 )
0.01 $
0.01 $
0.46 $
0.46 $
(0.11 ) $
(0.11 ) $
(7.27 ) $
(7.27 ) $
(6.92 )
(6.92 )
F-42
March
June
2018
September
December
Total
Revenues and other income:
Natural gas, NGLs and oil sales
Derivative fair value (loss) income
Brokered natural gas, marketing and other
$
Total revenue and other income
696,629 $
(14,009 )
59,979
742,599
661,390 $
(103,290 )
98,084
656,184
736,431 $
(34,591 )
109,385
811,225
756,627 $
100,698
215,312
1,072,637
2,851,077
(51,192 )
482,760
3,282,645
Costs and expenses:
Direct operating
Transportation, gathering, processing and
compression
Production and ad valorem taxes
Brokered natural gas and marketing
Exploration
Abandonment and impairment of unproved
properties
General and administrative
Termination costs
Deferred compensation plan
Interest
Depletion, depreciation and amortization
Impairment of proved properties and other
Impairment of goodwill
(Gain) loss on sale of assets
Total costs and expenses
Income (loss) before income taxes
Income tax expense (benefit):
Current
Deferred
Net income (loss)
Net income (loss) per common share:
Basic
Diluted
$
$
$
38,122
35,088
30,926
35,395
139,531
244,628
9,926
55,594
7,719
11,773
68,417
(37 )
(7,397 )
52,385
162,266
7,312
—
(23 )
650,685
269,910
10,140
102,747
7,499
54,922
47,583
—
6,615
53,862
161,026
15,302
—
(156 )
764,538
304,562
9,427
116,080
8,299
6,549
43,722
(336 )
223
54,801
164,266
—
—
30
738,549
298,716
16,656
221,626
10,600
441,750
50,090
—
(18,072 )
49,161
147,909
—
1,641,197
10,815
2,905,843
1,117,816
46,149
496,047
34,117
514,994
209,812
(373 )
(18,631 )
210,209
635,467
22,614
1,641,197
10,666
5,059,615
91,914
(108,354 )
72,676
(1,833,206 )
(1,776,970 )
—
42,676
42,676
49,238 $
—
(28,518 )
(28,518 )
(79,836 ) $
—
24,137
24,137
48,539 $
—
(68,784 )
(68,784 )
(1,764,422 ) $
—
(30,489 )
(30,489 )
(1,746,481 )
0.20 $
0.20 $
(0.32 ) $
(0.32 ) $
0.19 $
0.19 $
(7.15 ) $
(7.15 ) $
(7.10 )
(7.10 )
(18) Supplemental Information on Natural Gas and Oil Exploration, Development and Production Activities (Unaudited)
Our natural gas and oil producing activities are conducted onshore within the continental United States and all of our proved
reserves are located within the United States.
Capitalized Costs and Accumulated Depreciation, Depletion and Amortization (a)
2019
December 31,
2018
(in thousands)
2017
Natural gas and oil properties:
Properties subject to depletion
Unproved properties
Total
Accumulated depreciation, depletion and amortization
Net capitalized costs
(4,172,702 )
$ 6,041,035 $
(a) Includes capitalized asset retirement costs and the associated accumulated amortization.
F-43
$ 9,345,557 $ 10,974,929
2,110,277
10,213,737 13,085,206
868,180
$ 10,572,453
2,644,000
13,216,453
(4,062,021 ) (3,649,716 )
$ 9,566,737
9,023,185
Costs Incurred for Property Acquisition, Exploration and Development (a)
Acquisitions
Acreage purchases
Oil and gas properties
Development
Exploration:
2019
December 31,
2018
(in thousands)
2017
$
57,324 $
—
666,984
62,390 $
1,683
834,552
62,075
18,269
1,177,526
Drilling
Expense
Stock-based compensation expense
—
35,117
1,566
1,380
32,196
1,921
2,030
50,920
2,742
Gas gathering facilities:
Development
Subtotal
Asset retirement obligations
Total costs incurred
3,583
764,574
11,193
775,767 $
10,218
944,340
28,826
973,166 $
15,097
1,328,659
20,245
1,348,904
$
(a) Includes cost incurred whether capitalized or expensed.
Reserve Audit
All reserve information in this report is based on estimates prepared by our petroleum engineering staff. At year-end 2019,
Wright & Company, Inc., an independent petroleum consultant, conducted an audit of our 2019 reserves in Appalachia. These
engineers were selected for their geographic expertise and their historical experience in engineering certain properties. At
December 31, 2019, our consultant audited approximately 90% of our proved reserves. Copies of the summary reserve reports
prepared by our independent petroleum consultant is included as an exhibit to this Annual Report on Form 10-K. The technical
professional at our independent petroleum consulting firm responsible for reviewing the reserve estimates presented herein meets the
requirements regarding qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the
Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. We maintain an
internal staff of petroleum engineers and geoscience professionals who work closely with our independent petroleum consultants to
ensure the integrity, accuracy and timeliness of data furnished during the reserves audit process. Throughout the year, our technical
team meets periodically with representatives of our independent petroleum consultants to review properties and discuss methods and
assumptions. While we have no formal committee specifically designated to review reserves reporting and the reserves estimation
process, our senior management reviews and approves any significant changes to our proved reserves. We provide historical
information to our consultants for our largest producing properties such as ownership interest, natural gas, NGLs and oil production,
well test data, commodity prices and operating and development costs. The consultants perform an independent analysis and
differences are reviewed with our Senior Vice President of Reservoir Engineering and Economics. In some cases, additional meetings
are held to review identified reserve differences. The reserve auditor estimates of proved reserves and the pretax present value of such
reserves discounted at 10% did not differ from our estimates by more than 10% in the aggregate. However, when compared lease-by-
lease, field-by-field or area-by-area basis, some of our estimates may be greater and some may be less than the estimates of our
reserve auditor. When such differences do not exceed 10% in the aggregate, our reserve auditor is satisfied that the proved reserves
and pretax present value of such reserves discounted at 10% are reasonable and will issue an unqualified opinion. Remaining
differences are not resolved due to the limited cost benefit of continuing such analysis.
Historical variances between our reserve estimates and the aggregate estimates of our independent petroleum consultants have
been less than 5%. All of our reserve estimates are reviewed and approved by our Senior Vice President of Reservoir Engineering and
Economics, who reports directly to our President and Chief Executive Officer. Mr. Alan Farquharson, our Senior Vice President of
Reservoir Engineering and Economics, holds a Bachelor of Science degree in Electrical Engineering from the Pennsylvania State
University. Before joining Range, he held various technical and managerial positions with Amoco, Hunt Oil and Union Pacific
Resources and has more than thirty-five years of engineering experience in the oil and gas industry. During the year, our reserves
group may also perform separate, detailed technical reviews of reserve estimates for significant acquisitions or for properties with
problematic indicators such as excessively long lives, sudden changes in performance or changes in economic or operating conditions.
Estimated Quantities of Proved Oil and Gas Reserves
Reserves of natural gas, NGLs, crude oil and condensate are estimated by our petroleum engineering staff and are adjusted to
reflect contractual arrangements and royalty rates in effect at the end of each year. Many assumptions and judgmental decisions are
required to estimate reserves. Reported quantities are subject to future revisions, some of which may be substantial, as additional
F-44
information becomes available from reservoir performance, new geological and geophysical data, additional drilling, technological
advancements, price changes, production taxes and other economic factors.
The SEC defines proved reserves as those volumes of natural gas, NGLs, crude oil and condensate that geological and
engineering data demonstrate with reasonable certainty are recoverable in future years from known reservoirs under existing economic
and operating conditions. Proved developed reserves are those proved reserves which can be expected to be recovered from existing
wells with existing equipment and operating methods. Proved undeveloped reserves are volumes expected to be recovered from new
wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Reserves on
undrilled acreage shall be limited to those drilling units offsetting productive units that are reasonably certain of production when
drilled. Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there is
continuity of production from the existing productive formation. Proved undeveloped reserves can only be assigned to acreage for
which improved recovery technology is contemplated when such techniques have been proven effective by actual tests in the area and
in the same reservoir. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been
adopted indicating each location is scheduled to be drilled within five years from the date it was booked as proved reserves, unless
specific circumstances justify a longer time.
The reported value of proved reserves is not necessarily indicative of either fair market value or present value of future net cash
flows because prices, costs and governmental policies do not remain static, appropriate discount rates may vary, and extensive
judgment is required to estimate the timing of production. Other logical assumptions would likely have resulted in significantly
different amounts.
The average realized prices used at December 31, 2019 to estimate reserve information were $49.24 per barrel of oil, $17.32 per
barrel of NGLs and $2.38 per mcf for gas using a benchmark (NYMEX) of $55.73 per barrel and $2.58 per Mmbtu. The average
realized prices used at December 31, 2018 to estimate reserve information were $59.96 per barrel of oil, $25.22 per barrel of NGLs
and $2.98 per mcf for gas using a benchmark (NYMEX) of $65.55 per barrel and $3.10 per Mmbtu. The average realized prices used
at December 31, 2017 to estimate reserve information were $45.73 per barrel of oil, $17.84 per barrel of NGLs and $2.60 per mcf for
gas using a benchmark (NYMEX) of $51.19 per barrel and $2.98 per Mmbtu.
F-45
Proved developed and undeveloped reserves:
Balance, December 31, 2016
Revisions
Extensions, discoveries and additions
Purchases
Property sales
Production
Balance, December 31, 2017
Revisions
Extensions, discoveries and additions
Purchases
Property sales
Production
Balance, December 31, 2018
Revisions
Extensions, discoveries and additions
Property sales
Production
Natural Gas
(Mmcf)
NGLs
(Mbbls)
Crude Oil and
Condensate
(Mbbls)
Natural Gas
Equivalents
(Mmcfe) (a)
7,870,416
70,222
2,866,103
7,738
(60,278 )
(490,552 )
10,263,649
178,595
2,269,427
—
(135,884 )
(548,085 )
12,027,702
33,122
959,901
(327,634 )
(578,114 )
630,066
83,338
87,572
330
(2,356 )
(35,686 )
763,264
84,993
128,436
—
(16,774 )
(38,325 )
921,594
57,311
26,505
(28,324 )
(38,850 )
70,252
(10,555 )
15,997
66
(1,121 )
(4,785 )
12,072,322
506,919
3,487,519
10,116
(81,133 )
(733,382 )
69,854
7,197
17,309
—
(4,276 )
(4,228 )
15,262,361
731,735
3,143,898
—
(262,180 )
(803,408 )
85,856
(12,320 )
7,057
(2,371 )
(3,690 )
18,072,406
303,068
1,161,274
(511,811 )
(833,354 )
Balance, December 31, 2019
12,114,977
938,236
74,532
18,191,583
Proved developed reserves:
December 31, 2017
December 31, 2018
December 31, 2019
Proved undeveloped reserves:
December 31, 2017
December 31, 2018
December 31, 2019
5,437,674
6,451,012
6,486,211
4,825,975
5,576,690
5,628,766
448,258
512,318
535,007
315,006
409,276
403,229
36,808
38,658
34,369
33,046
47,198
40,163
8,348,074
9,756,870
9,902,468
6,914,287
8,315,536
8,289,115
(a) Oil and NGLs volumes are converted to mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to
natural gas, which is not indicative of the relationship between oil and natural gas prices.
During 2019, we added approximately 1.2 Tcfe of proved reserves from drilling activities and evaluation of proved areas in the
Marcellus Shale. Approximately 83% of the 2019 reserve additions are attributable to natural gas. Included in 2019 proved reserves is
a total of 475.0 Mmbbls of ethane reserves (2,102 Bcfe) in the Marcellus Shale. Revisions of previous estimates of 303 Bcfe include
positive performance revisions of 922.2 Bcfe which were partially offset by 601.3 Bcfe reclassified to unproved and negative pricing
revisions of 17.8 Bcfe.
During 2018, we added approximately 3.1 Tcfe of proved reserves from drilling activities and evaluation of proved areas
primarily in the Marcellus Shale. Approximately 72% of the 2019 reserve additions are attributable to natural gas. Included in 2018
proved reserves is a total of 468.9 Mmbbls of ethane reserves (2,075 Bcfe) in the Marcellus Shale. Revisions of previous estimates of
732 Bcfe include positive pricing and performance revisions of 957 Bcfe and unproved recoveries of 154 Bcfe which were partially
offset by 379 Bcfe reclassified to unproved for previously planned wells not to be drilled within the original five-year development
horizon.
During 2017, we added approximately 3.5 Tcfe of proved reserves from drilling activities and evaluation of proved areas
primarily in the Marcellus Shale. Approximately 82% of the 2017 reserve additions are attributable to natural gas. Included in 2017
proved reserves is a total of 360.6 Mmbbls of ethane reserves (1,596 Bcfe) in the Marcellus Shale. Revisions of previous estimates of
507 Bcfe include positive performance revisions of 532 Bcfe, improved recoveries of 597 Bcfe, positive pricing revisions of 46 Bcfe
partially offset by 668 Bcfe reclassified to unproved for previously planned wells not to be drilled within the original five-year
development horizon. Purchases of reserves in 2017 reflects reserves added in North Louisiana.
F-46
The following details the changes in proved undeveloped reserves for 2019 (Mmcfe):
Beginning proved undeveloped reserves at December 31, 2018
Undeveloped reserves transferred to developed
Revisions (a)
Sales
Extension and discoveries
Ending proved undeveloped reserves at December 31, 2019
8,315,536
(1,215,684 )
265,947
(214,637 )
1,137,953
8,289,115
(a) Includes 601 Bcfe of proved undeveloped reserves removed and deferred due to the five-year rule which can be included in our future
proved reserves as these locations are added back to our five-year development plan.
During 2019, we spent approximately $340.4 million in development costs related to proved undeveloped reserves that were
transferred to developed reserves. Estimated future development costs of proved undeveloped reserves are projected to be
approximately $2.9 billion over the next five years. As of December 31, 2019, we have 86 Bcfe that have been reported for more than
five years from their original date of booking, all of which are in the process of being drilled and are expected to turn to sales in 2020.
All of our recorded proved undeveloped drilling locations are scheduled to be drilled within five years of initial disclosure. All proved
undeveloped drilling locations are scheduled to be drilled prior to the end of 2024.
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (Unaudited)
The following summarizes the policies we used in the preparation of the accompanying natural gas, NGLs, crude oil and
condensate reserve disclosures, standardized measures of discounted future net cash flows from proved natural gas, NGLs and oil
reserves and the reconciliations of standardized measures from year to year. The information disclosed is an attempt to present the
information in a manner comparable with industry peers.
The information is based on estimates of proved reserves attributable to our interest in natural gas and oil properties as of
December 31 of the years presented. These estimates were prepared by our petroleum engineering staff. Proved reserves are estimated
quantities of natural gas, NGLs, crude oil and condensate, which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.
The standardized measure of discounted future net cash flows from production of proved reserves was developed as follows:
1. Estimates are made of quantities of proved reserves and future amounts expected to be produced based on
current year-end economic conditions.
2. For the years ended 2019, 2018 and 2017, estimated future cash inflows are calculated by applying a
twelve-month average price of natural gas, NGLs and oil relating to our proved reserves to the quantities
of those reserves produced in each future year.
3. Future cash flows are reduced by estimated production costs, administrative costs, costs to develop and
produce the proved reserves and abandonment costs, all based on current year-end economic conditions.
Future income tax expenses are based on current year-end statutory tax rates giving effect to the remaining
tax basis in the natural gas, NGLs and oil properties, other deductions, credits and allowances relating to
our proved natural gas and oil reserves.
4. The resulting future net cash flows are discounted to present value by applying a discount rate of 10%.
The standardized measure of discounted future net cash flows does not purport, nor should it be interpreted, to present the fair
value of our natural gas, NGLs and oil reserves. An estimate of fair value would also take into account, among other things, the
recovery of reserves not presently classified as proved, anticipated future changes in prices and costs and a discount factor more
representative of the time value of money and the risks inherent in reserve estimates.
F-47
The standardized measure of discounted future net cash flows relating to proved natural gas, NGLs, crude oil and condensate
reserves is as follows and excludes cash flows associated with derivatives outstanding at each of the respective reporting dates. Future
cash inflows are net of third-party transportation, gathering and compression expense.
Future cash inflows
Future costs:
Production
Development (a)
As of December 31,
2019
2018
(in thousands)
$
48,718,733 $ 64,287,737
(23,320,477 ) (25,626,373 )
(3,824,936 )
(3,219,349 )
Future net cash flows before income taxes
22,178,907 34,836,428
Future income tax expense
(4,179,297 )
(7,285,274 )
Total future net cash flows before 10% discount
17,999,610 27,551,154
10% annual discount
(11,371,037 ) (16,435,560 )
Standardized measure of discounted future net cash flows
$
6,628,573 $ 11,115,594
(a) 2019 includes $339.1 million of undiscounted future asset retirement costs estimated as of December 31, 2019, using current estimates of
future abandonment costs.
The following table summarizes changes in the standardized measure of discounted future net cash flows.
Revisions of previous estimates:
Changes in prices and production costs
Revisions in quantities
Changes in future development and abandonment costs
Net change in income taxes
$
Accretion of discount
Purchases of reserves in place
Additions to proved reserves from extensions, discoveries
2019
December 31,
2018
(in thousands)
2017
$
(6,560,107 )
(12,741 )
104,585
1,125,639
1,317,349
—
2,959,488
667,763
(686,632 )
(1,075,867 )
814,725
—
$ 2,615,825
445,667
(814,215 )
(706,531 )
372,743
6,173
and improved recovery
Natural gas, NGLs and oil sales, net of production costs
Actual development costs incurred during the period
Sales of reserves in place
Timing and other
Net change for the year
Beginning of year
End of year
552,710
(881,883 )
676,520
(688,937 )
(120,156 )
(4,487,021 )
11,115,594
6,628,573
$
2,543,296
(1,547,580 )
851,188
(226,953 )
(349,048 )
3,950,380
7,165,214
$ 11,115,594
2,128,135
(1,237,970 )
1,202,618
(32,946 )
(266,214 )
3,713,285
3,451,929
$ 7,165,214
F-48
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) under the Exchange Act, we have evaluated,
under the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Our disclosure controls and procedures are
designed to provide reasonable assurance that information required to be disclosed by us in reports that we file under the Exchange
Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2019 at the reasonable
assurance level.
Changes in Internal Controls over Financial Reporting. There have been no changes in our system of internal control over
financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting. See “Management’s Report on Internal Control
over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
Reporting” which appear on pages F-2 and F-3, respectively, under Item 8. Financial Statements and Supplementary Data.
ITEM 9B. OTHER INFORMATION
None.
74
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required in response to this item will be set forth in the Range Proxy Statement for the 2020 Annual Meeting of
Stockholders to be held in May 2020 and is incorporated herein by reference.
See “Executive Officers of the Registrant” under Item 1 of this Form 10-K for the information about our executive officers.
Code of Ethics
Code of Ethics. We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar functions (as well as our directors and all other employees). A copy is
available on our website, www.rangeresources.com and a copy in print will be provided to any person without charge, upon request.
Such requests should be directed to the Corporate Secretary, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102 or by
calling (817) 870-2601. We intend to disclose any amendments to or waivers of the Code of Ethics on behalf of our President and
Chief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions on our website, under the
Corporate Governance caption, promptly following the date of such amendment or waiver.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated herein by reference to the Range Proxy Statement for the 2020 Annual
Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information required by this item is incorporated herein by reference to the Range Proxy Statement for the 2020 Annual
Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this item is incorporated herein by reference to the Range Proxy Statement for the 2020 Annual
Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item is incorporated herein by reference to the Range Proxy Statement for the 2020 Annual
Meeting of Stockholders.
75
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. and 2. Financial Statements and Financial Statement Schedules.
(a)
PART IV
The financial statements and financial statement schedules listed in the Index to Financial Statements in Item 8 are filed as part
of this Form 10-K:
3.
Exhibits
The exhibits listed in the accompanying Exhibits Index are filed as part of this Form 10-K.
Exhibit
Number
2.1
3.1
Exhibit Description
Agreement and Plan of Merger by and among Range Resources Corporation, Medina Merger Sub, Inc. and Memorial
Resource Development Corp., dated as of May 15, 2016 (incorporated by reference to Exhibit 2.1 to our Form 8-K (File
No. 001-12209) as filed with the SEC on May 19, 2016)
Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to Exhibit 3.1.1 to our
Form 10-Q (File No. 001-12209) as filed with the SEC on May 5, 2004) as amended by the Certificate of First
Amendment to Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to
Exhibit 3.1 to our Form 10-Q (File No. 001-12209) as filed with the SEC on July 28, 2005 and the Certificate of Second
Amendment to the Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to
Exhibit 3.1 to our Form 10-Q (File No. 001-12209) as filed with the SEC on July 24, 2008)
3.2
Amended and Restated By-laws of Range (incorporated by reference to Exhibit 3.1 to our Form 8-K (File No. 001-12209)
as filed with the SEC on May 19, 2016)
4.1*
Description of Registrant’s Securities
4.2
Form of 5.75% Senior Subordinated Notes due 2021 (incorporated by reference to Exhibit A to Exhibit 4.2 on Form 8-K
(File No. 001-12209) as filed with the SEC on May 25, 2011)
4.3
Indenture dated May 25, 2011 by and among Range, as issuer, the Subsidiary Guarantors (as defined therein), as
guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1
on our Form 8-K (File No. 001-12209) as filed with the SEC on May 25, 2011)
4.4
Form of 5.00% Senior Subordinated Notes due 2022 (incorporated by reference to Exhibit A to Exhibit 4.1 on our Form
8-K (File No. 001-12209) as filed with the SEC on March 9, 2012)
4.5
Indenture dated March 9, 2012 by and among Range, as issuer, the Subsidiary Guarantors (as defined therein), as
guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1
on our Form 8-K (File No. 001-12209) as filed with the SEC on March 9, 2012)
4.6
Form of 5.00% Senior Subordinated Notes due 2023 (incorporated by reference to Exhibit A to Exhibit 4.1 on our Form
8-K (File No. 001-12209) as filed with the SEC on March 19, 2013)
4.7
Indenture dated March 18, 2013 among Range Resources Corporation, as issuer, the Subsidiary Guarantors (as defined
therein) as guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 on our
Form 8-K (File No. 001-12209) as filed with the SEC on March 19, 2013)
4.8
Form of 4.875% Senior Notes due 2025 (incorporated by reference to Exhibit A to Exhibit 4.1 on Form 8-K (File No.
001-12009) as filed with the SEC on May 14, 2015)
4.8
Indenture dated May 14, 2015 among Range Resources Corporation, as issuer, the Initial Guarantors (as defined therein)
and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 on our Form 8-K (File No. 001-
12209) as filed with the SEC on May 14, 2015)
4.10
Second Supplemental Indenture, by and among Range Resources Corporation, the guarantors named therein and The
Bank of New York Mellon Trust Company, N.A., dated as of August 23, 2016 (incorporated by reference to Exhibit 4.1
to our Current Report on Form 8-K (File No. 001-12209) as filed with the SEC on August 25, 2016)
4.11
Second Supplemental Indenture, by and among Range Resources Corporation, the guarantors named therein and The
Bank of New York Mellon Trust Company, N.A., dated as of August 23, 2016 (incorporated by reference to Exhibit 4.2
76
Exhibit
Number
to our Current Report on Form 8-K (File No. 001-12209) as filed with the SEC on August 25, 2016)
Exhibit Description
4.12
First Supplemental Indenture, by and among Range Resources Corporation, the guarantors named therein and U.S. Bank
National Association, dated as of August 23, 2016 (incorporated by reference to Exhibit 4.3 to our Current Report on
Form 8-K (File No. 001-12209) as filed with the SEC on August 25, 2016)
4.13
Form of 5.75% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 on our Form 8-K (File No. 001-12209) as
filed with the SEC on September 19, 2016)
4.14
Indenture dated September 16, 2016 among Range Resources Corporation, as issuer, the Subsidiary Guarantors (as
defined therein) as guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 on
our Form 8-K (File No. 001-12209) as filed with the SEC on September 19, 2016)
4.15
Form of 5.00% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2 our Form 8-K (File No. 001-12209) as
filed with the SEC on September 19, 2016)
4.16
Indenture dated September 16, 2016 among Range Resources Corporation, as issuer the Subsidiary Guarantors (as
defined therein) as guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 on
our Form 8-K (File No. 001-12209) as filed with the SEC on September 19, 2016)
4.17
Form of 5.00% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 on our Form 8-K (File No. 001-12209) as
filed with the SEC on September 19, 2016)
4.18
Indenture dated September 16, 2016 among Range Resources Corporation, as issuer, the Subsidiary Guarantors (as
defined therein) as guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 on
our Form 8-K (File No. 001-12209) as filed with the SEC on September 19, 2016)
4.19
Form of 5.875% Senior Notes due 2022 (incorporated by reference to Exhibit 4.4 on our Form 8-K (File No. 001-12209)
as filed with the SEC on September 19, 2017)
4.20
Indenture dated September 16, 2016 among Range Resources Corporation, as issuer, the Subsidiary Guarantors (as
defined therein) as guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 on
our Form 8-K (File No. 001-12209) as filed with the SEC on September 19, 2016)
4.21
Form of 9.25% Senior Notes due 2026 (incorporated by reference to Exhibit 4.3 on our Form 8-K (File No. 001-12209) as
filed with the SEC on January 24, 2020)
4.22
Indenture dated January 24, 2020 among Range Resources Corporation, as issuer, the Subsidiary Guarantors (as defined
therein) as guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 on our
Form 8-K (File No. 001-12209) as filed with the SEC on January 24, 2020)
4.23
Registration Rights Agreement, dated January 24, 2020, among Range Resources Corporation, the subsidiary guarantors
named therein and the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 4.2 on our Form 8-K
(File No. 001-12209) as filed with the SEC on January 24, 2020)
10.01
Sixth Amended and Restated Credit Agreement, dated April 13, 2018 among Range Resources Corporation (as borrower)
and the institutions named therein as lenders and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by
reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on April 16, 2018)
10.02
First Amendment to the Sixth Amended and Restated Credit Agreement, dated as of October 18, 2019 among Range
Resources Corporation (as borrowers) and JPMorgan Chase Bank, N.A. as Administrative Agent and the other lenders
and agents party thereto (incorporated by reference to Exhibit 10.2 to our Form 10-Q (File No. 001-12209) as filed with
the SEC on October 23, 2019)
10.03
Amended and Restated Range Resources Corporation 2004 Deferred Compensation Plan for Directors and Select
Employees effective December 31, 2008 (incorporated by reference to Exhibit 10.2 to our Form 8-K (File No. 001-12209)
as filed with the SEC on December 5, 2008)
10.04
Amendment No. 1 to the Amended and Restated Range Resources Corporation 2004 Deferred Compensation Plan for
Directors and Select Employees (incorporated by reference to Exhibit 10.2 to our Form 10-Q (File No. 001-12209) as
filed with the SEC on April 25, 2018)
10.05
Range Resources Corporation Amended and Restated 2005 Equity Based Compensation Plan (incorporated by reference
to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on June 4, 2009)
77
Exhibit
Number
Exhibit Description
10.06
First Amendment to the Range Resources Corporation Amended and Restated 2005 Equity Based Compensation Plan
(incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on May 20, 2010)
10.07
Second Amendment to the Range Resources Corporation Amended and Restated 2005 Equity Based Compensation Plan
(incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on May 19, 2011)
10.08
Range Resources Corporation 2019 Equity – Based Compensation Plan (incorporated by reference to Exhibit 10.1 to our
Form 8-K (File No. 001-12209) as field with the SEC on May 16, 2019
10.09
Range Resources Corporation 401(k) Plan (incorporated by reference to Exhibit 10.14 to our Form S-4 (File No. 333-
108516) as filed with the SEC on September 4, 2003)
10.10
Amended and Restated Range Resources Corporation Executive Change in Control Severance Benefit Plan effective
December 31, 2008 (incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as filed with the
SEC on December 5, 2008)
10.11
Supplement No. 1 to the Amended and Restated Executive Change in Control Severance Benefit Plan (incorporated by
reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on February 12, 2020)
10.12
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to our Form 8-K (File No. 001-12209) as
filed with the SEC on February 17, 2009)
10.13
Voting Support and Nomination Agreement, dated as of July 9, 2018, by and among Range Resources Corporation,
SailingStone Capital Partners LLC, SailingStone Holdings LLC, (incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K (File No. 001-12209) as filed with the SEC on July 10, 2018)
10.14
Purchase Agreement, dated January 9, 2020, by and among Range Resources Corporation, Range Louisiana Operating,
LLC, Range Production Company, LLC, Range Resources—Appalachia, LLC, Range Resources—Louisiana, Inc. Range
Resources—Midcontinent, LLC, Range Resources—Pine Mountain, Inc. and BofA Securities, Inc., as representative of
the Initial Purchasers (incorporated by reference to Exhibit 10.1 on our Form 8-K (File No. 001-12209) as filed with the
SEC on January 10, 2020)
21.1*
Subsidiaries of Registrant
23.1*
Consent of Independent Registered Public Accounting Firm
23.2*
Consent of Wright & Company Inc., independent consulting engineers
31.1*
Certification by the Chairman and Chief Executive Officer of Range Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
31.2*
Certification by the Chief Financial Officer of Range Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification by the Chairman and Chief Executive Officer of Range Pursuant to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification by the Chief Financial Officer of Range Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
99.1*
Report of Wright & Company Inc., independent consulting engineers
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
** Furnished herewith.
78
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
RANGE RESOURCES CORPORATION
By:
/s/ JEFFREY L. VENTURA
Jeffrey L. Ventura
Chief Executive Officer and President
(principal executive officer)
Dated: February 27, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacity and on the dates indicated.
Signature
Capacity
Date
/s/ JEFFREY L. VENTURA
Jeffrey L. Ventura
Chief Executive Officer and President
(principal executive officer)
February 27, 2020
/s/ MARK S. SCUCCHI
Mark S. Scucchi
/s/ DORI A. GINN
Dori A. Ginn
Senior Vice President and Chief Financial Officer
February 27, 2020
(principal financial officer)
Senior Vice President, Controller and Principal Accounting Officer
February 27, 2020
(principal accounting officer)
February 27, 2020
February 27, 2020
February 27, 2020
February 27, 2020
February 27, 2020
February 27, 2020
February 27, 2020
/s/ GREG G. MAXWELL
Greg G. Maxwell
Chairman of the Board
/s/ BRENDA A. CLINE
Brenda A. Cline
Director
/s/ ANTHONY V. DUB
Anthony V. Dub
Director
/s/ JAMES M. FUNK
James M. Funk
Director
/s/ STEVEN D. GRAY
Steven D. Gray
Director
/s/ STEFFEN E. PALKO
Steffen E. Palko
Director
/s/ MARGARET K. DORMAN
Margaret K. Dorman
Director
79