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, 2023
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)
100 Throckmorton Street, Suite 1200, Fort Worth, Texas
(Address of Principal Executive Offices)
34-1312571
(IRS Employer Identification No.)
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
Name of each exchange on which registered
RRC
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Securities registered pursuant to Section 12(g) of the Act: None
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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, 2023 was $7,720,683,000. 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 19, 2024, there were 242,119,571 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 2024 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.
TABLE OF CONTENTS
PART I
ITEMS 1. & 2.
Business and Properties
General
Executive Summary for 2023
Available Information
Our Business Strategy
Significant Accomplishments in 2023
Segment and Geographical Information
Outlook for 2024
Proved Reserves
Production, Sales Price and Production Costs
Property Overview
Producing Wells
Drilling Activity
Gross and Net Acreage
Undeveloped Acreage Expirations
Title to Properties
Delivery Commitments
Human Capital Management
Executive Officers of The Registrant
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 1C.
Cybersecurity
ITEM 3.
ITEM 4.
PART II
ITEM 5.
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market for Common Stock
Holders of Record
Dividends
Equity Compensation Plan Information
Purchases of Equity Securities by Issuer and Affiliated Purchases
Stockholder Return Performance Presentation
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ITEM 6.
[Reserved]
TABLE OF CONTENTS (continued)
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
Management's Discussion and Analysis of Financial Condition and Results of Operations
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
Quantitative and Qualitative Disclosures about Market Risk
Market Risk
Commodity Price Risk
Other Commodity Risk
Commodity Sensitivity Analysis
Counterparty Risk
Interest Rate Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9A.
Controls and Procedures
ITEM 9B.
Other Information
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
ITEM 11.
Executive Compensation
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
ITEM 14.
Principal Accountant Fees and Services
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules
SIGNATURES
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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, operational and financial strategies: drilling plans; planned wells; rig count; our 2024 capital
budget; reserve estimates; financial flexibility; 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 "anticipates," "believes," "estimates," "expects," "intend," "may," "outlook," "plans," "projects," "targets," "should," "would" or similar words, indicating that future
outcomes are uncertain. Such forward-looking statements are intended to be subject to the safe harbor protections provided by the federal securities law.
While we believe our assumptions concerning future events are reasonable, these expectations may not prove to be correct. A number of factors could cause results
to differ materially from those indicated by such forward looking statements including, but not limited to:
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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;
lack of, or disruption in, access to pipelines or other transportation methods;
ability to develop existing reserves or acquire new reserves;
drilling and operating risks;
well production timing;
changes in the regulatory climate, either nationally or in our key operating market, that result in difficulty obtaining necessary approvals and
permits;
changes in geopolitical or economic conditions, including changes in interest rates and inflation rates, both domestically and internationally
and more specifically in our key operating market;
prices and availability of goods and services, including drilling rigs, material, labor and third-party infrastructure;
unforeseen hazards such as weather conditions, health pandemics, acts of war or terrorist acts;
security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology
systems or breaches of the information technology systems, facilities and infrastructure of third parties with which we transact business;
changes in safety, health, environmental, tax and other regulations or requirements or initiatives including those addressing the impact of
global climate change, air emissions, waste or water management;
the availability, cost, terms and timing of issuance or execution of competition for and challenges to mineral licenses and leases and
governmental and other permits and right-of-way and our ability to retain mineral leases;
other geological, operating and economic considerations;
risks related to our derivative activities;
non-performance by third parties of their contractual obligations; 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.
All forward-looking statements included in this report are based on information available to us on the date of this report. Except as required by law, 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.
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.
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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 crude oil and condensate company,
engaged in the exploration, development and acquisition of natural gas and oil properties in the Appalachian region of the United States. Our principal area of operations 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 area of operations. Our common stock is listed and traded on the New York Stock Exchange (the "NYSE") under the ticker symbol
"RRC." Range Resources Corporation was incorporated in 1980. At December 31, 2023, we had 241.0 million shares outstanding. At year-end 2023, our proved reserves
had the following characteristics:
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18.1 Tcfe of proved reserves;
64% natural gas, 34% NGLs and 2% crude oil and condensate;
64% proved developed;
nearly 100% operated;
a reserve life index of approximately 22 years (based on fourth quarter 2023 production);
a pretax present value of $7.9 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 $6.8 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 $1.1 billion at December 31, 2023. PV-10 for December 31, 2023 was determined using NYMEX benchmark prices of $2.62 per mcf for
natural gas and $78.10 per bbl for oil.
Our estimated proved reserves increased slightly when compared to the prior year. Reserve additions were the result of a successful development program and
completion optimizations that resulted in improved well performance. The 2023 reserve additions from drilling, a positive revision of 280.2 Bcfe for previously proved
undeveloped properties added back to our five-year development plan and a positive performance revision of 701.4 Bcfe due to improved well performance and longer
laterals were partially offset by lower prices, 2023 production volumes of 780.6 Bcfe and 370.6 Bcfe of reserves reclassified to unproved because these wells are no longer
expected to be drilled within the original five-year development horizon. We believe these unproved reserves are likely to be included in our future proved reserves when
these locations are added back into our five-year development plan.
Highlights of our 2023 production were:
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total production of 538.1 Bcf of natural gas, 37.9 Mmbbls of NGLs and 2.5 Mmbbls of crude oil and condensate; and
average daily production of 2.14 Bcfe per day compared to 2.12 Bcfe per day in 2022.
Executive Summary for 2023
Because our production is approximately 69% natural gas, natural gas prices are generally the primary variable in our financial results. Over the last few years, New
York Mercantile Exchange ("NYMEX") natural gas prices have been volatile. Since the beginning of 2021, the monthly close for natural gas prices has been as low as
$1.99 per Mmbtu and as high as $9.35 per Mmbtu. The prices we receive for all our products are largely based on current market prices which are beyond our control but
are managed through diversity in our sales agreements combined with an active commodity price hedging program. Currently, our focus is on generating free cash flow
through controlling costs and operational efficiencies, while strengthening our balance sheet and returning free cash flow to stockholders. During 2023, we:
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realized cash flow from operating activities of $977.9 million;
realized an improvement in our debt metrics from year-end 2022;
made quarterly dividend payments in each quarter for a total distribution of $77.2 million;
repurchased approximately $19.0 million of our common stock;
executed opportunistic debt reductions of $61.6 million while accumulating $212.0 million of cash on hand;
reduced transportation, gathering, processing and compression per mcfe 11% from 2022;
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reduced our general and administrative expense per mcfe 5% from 2022;
reduced our interest expense per mcfe 24% from 2022;
reduced our depletion, depreciation and amortization rate per mcfe 2% from 2022;
our estimates of proved reserves at December 31, 2023 totaled 18.1 Tcfe which includes 207.3 Bcfe of drilling additions;
completed the MiQ certification process (an independent framework for assessing methane emissions) for our southwest Pennsylvania operations and
earned an "A" grade;
continued with our implementation of the use of compressed air pneumatic controllers to meaningfully reduce our methane and carbon emissions;
continued utilizing an electric hydraulic fracturing fleet along with dual fuel drilling rigs;
achieved a 28% reduction in number of workforce recordable injuries compared to 2022 with no employee recordable injuries in 2023; and
achieved a 70% reduction in preventable vehicle incidents compared to 2022.
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, our proxy statement, 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 sustainability report, our Corporate Governance Guidelines, the
charters of each board 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 our natural gas properties. Our strategy to achieve our
business objective is to generate consistent cash flows from reserves and production through internally generated drilling projects. We routinely evaluate complementary,
value-based acquisitions and dispositions. 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:
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commit to environmental protection and worker and community safety;
concentrate in our core operating area;
focus on cost efficiency;
maintain a high-quality, 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 diverse markets under a variety of commercial terms;
maintain operational and financial flexibility; and
provide employee equity ownership and incentive compensation aligned with our stakeholders’ interests.
These elements are anchored by our interests in the Marcellus Shale located in Pennsylvania which is anticipated to have remaining productive life in excess of 50
years.
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
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environmental impact and conduct their daily business with the highest ethical standards. We have published on our website our 2023 Corporate Sustainability Report
which includes more information related to our sustainability practices.
Concentrate in Our Core Operating Area. We currently operate in Pennsylvania. 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 area also 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 (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 sizable 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 High-Quality 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, high-quality multi-year inventory of drilling projects increases our
ability to efficiently plan for economic production. Currently, we have an estimated 30 million lateral feet of drilling inventory in the Marcellus Shale, both proved and
unproved.
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 with relatively low decline rates 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 Diverse 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 may
adjust our capital budget throughout the year. We believe our asset base, revenue diversity, low cost structure and stronger balance sheet provides us the flexibility we need
to thrive across various commodity price environments. 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. With no debt maturities until 2025, a year-end 2023 cash
balance of $212.0 million and $1.5 billion in committed borrowing capacity under our bank credit facility, we are well-positioned to continue to improve our balance sheet
strength.
Provide Employee Equity Ownership and Incentive Compensation Aligned with Our Stakeholders’ Interests. 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, 2023, our employees and directors owned equity securities in our benefit plans (vested and unvested) that had an aggregate market value of approximately
$190.1 million. We seek to align our incentive compensation with stakeholders’ interests and key business objectives and members of our board of directors annually
engage with stockholders to discuss our incentive compensation framework.
Our Strengths
We believe the following strengths will help us achieve our business goals:
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Natural gas and NGLs resource base in the Marcellus Shale. Substantially all of our leasehold acreage is located in one of the largest natural gas plays in
the world. We believe the majority of our properties are well positioned in the core of the Marcellus Shale. Our production for the year ended December 31,
2023 was approximately 69% natural gas, 29% NGLs and 2% crude oil and condensate.
Multi-decade drilling inventory in the core of the Marcellus Shale. We have identified a multi-year inventory of drilling locations that we believe provides
attractive growth and return opportunities.
High degree of operational control. We are the operator of almost all of our total net production. This operating control allows us to better execute our
strategies of enhancing returns through operational and cost efficiencies and increasing
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recovery of hydrocarbons by seeking to continually improve our drilling techniques, completion methodologies and reservoir evaluation process. We retain
the ability to increase or decrease our capital expenditure program in response to commodity price outlooks.
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Experienced management team. Our management team has extensive experience in executing a multi-rig development drilling program, planning long-
term logistics, marketing production and prudent capital allocation.
Significant Accomplishments in 2023
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Proved reserves – Total proved reserves were 18.1 Tcfe, a slight increase from the prior year. This achievement is the result of existing quality
production and efficient development. We believe our high quality, substantial inventory of Marcellus Shale drilling locations provides the basis
for future proved reserves to be efficiently developed by our skilled technical teams.
Production – In 2023, our production averaged 2.14 Bcfe per day compared to 2.12 Bcfe per day in 2022. Our capital program is designed to
allocate investments based on projects that maximize returns while minimizing controllable costs associated with production activities. We
intend to continue a disciplined investment strategy in the Marcellus Shale.
Focus on financial flexibility – As of December 31, 2023, we maintained a $4.0 billion bank credit facility, with a borrowing base of $3.0
billion and committed borrowing capacity of $1.5 billion. We endeavor to maintain a strong liquidity position. In 2023, we reduced our
aggregate principal amount of debt by $80.6 million. We ended 2023 with strong liquidity with $1.3 billion available under the credit facility and
cash on hand of $212.0 million. Actual capital budget spending was within our announced spending range. As we have done historically, we may
adjust our capital program or use derivatives to 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 2023, we drilled 50 gross natural gas wells and our overall drilling success rate was 100%. We continue to
maintain and optimize a sufficient inventory of drilled lateral footage 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 a large, contiguous acreage position and multiple stacked geologic horizons.
Focus on safe, responsible and sustainable operations – We believe we are on track to achieve our goal of net zero GHG emissions by year-end
2025, which includes Scope 1 and Scope 2 emissions. We continued to recycle approximately 100% of our produced water. Electric and dual fuel
drilling and completion equipment is used to reduce emissions. We had no serious injuries for employees or contractors during the year.
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 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 2024
For 2024, we expect our capital budget to be in the range of $620 million to $670 million for natural gas, NGLs, crude oil and condensate related activities,
excluding proved property acquisitions, for which we do not budget. This budget includes $575 million to $590 million for drilling costs and $45 million to $80 million for
acreage and other expenditures and is expected to achieve 2024 production similar to 2023 production volumes. 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 2024 is for our capital expenditure program to be funded with operating cash flows. However, in the event
our 2024 capital requirements exceed our internally generated cash flow, we may reduce the capital budget, draw on 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 2024 is mitigated using commodity derivative contracts and we intend to
continue to enter into these transactions.
Our primary near-term focus includes the following:
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operate safely while being good stewards of the environment;
achieve competitive returns on investments;
manage liquidity and further improve financial strength;
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focus on organic opportunities through disciplined capital investments;
improve operational efficiencies and economic returns;
continue to reduce emissions and to achieve our announced target of net-zero Scope 1 and Scope 2 GHG emissions by year-end 2025;
attract and retain quality employees; and
align employee incentives with our stockholders’ interests and key business objectives.
Proved Reserves
The following table sets forth our estimated proved reserves for years ended 2023, 2022 and 2021 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
As of December 31, 2023:
Proved
Developed
Undeveloped
Total Proved
As of December 31, 2022:
Proved
Developed
Undeveloped
Total Proved
As of December 31, 2021:
Proved
Developed
Undeveloped
Total Proved
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Summary of Oil and Gas Reserves as of Year-End Based on Average Prices
Natural Gas
(Mmcf)
NGLs
(Mbbls)
Oil
(Mbbls)
Total
(Mmcfe)
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%
7,631,202
3,979,546
11,610,748
7,230,313
4,567,659
11,797,972
6,809,849
4,642,232
11,452,081
629,379
411,388
1,040,767
594,931
409,027
1,003,958
577,507
423,798
1,001,305
21,396
21,566
42,962
22,213
20,443
42,656
23,834
28,762
52,596
11,535,852
6,577,273
18,113,125
10,933,180
7,144,476
18,077,656
10,417,887
7,357,597
17,775,484
64 %
36 %
100 %
60 %
40 %
100 %
59 %
41 %
100 %
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.
Reserve Estimation Procedures and Audits
All reserve information in this report is based on estimates prepared by our petroleum engineering staff and is the responsibility of management. We have
established internal controls over our reserves estimation process and procedures to support the accurate and timely preparation and disclosure of reserve estimates in
accordance with SEC requirements. We also had Netherland, Sewell & Associates, Inc., an independent petroleum consultant, conduct an audit of our year-end 2023
reserves. 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 2023, 2022 and 2021, in the aggregate,
represented 96%, 96% and 97% of our proved reserves. The reserve audits performed for 2023, 2022 and 2021, in the aggregate, represented 99%, 96% and 97% of our
2023, 2022 and 2021 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 consultant 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 consultant 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 consultant for our
largest producing properties such as ownership interest, natural gas, NGLs and oil production, well test data, commodity prices and operating and development
5
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, some
of our estimates may be greater 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 approximately 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 forty 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. During the year ended December 31, 2023, we did not file any reports 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.
Proved undeveloped reserves (or "PUDs") include reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a
major expenditure is required for completion. PUD reserves may be classified as proved reserves on undrilled acreage directly offsetting development areas that are
reasonably certain of production when drilled, or where reliable technology provides reasonable certainty of economic production. Undrilled locations may be classified as
having PUD reserves only if an ability and intent has been established to drill the reserves within five years, unless specific circumstances justify a longer time period.
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, 2023, NGLs represented approximately 34% 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 2023 averaged approximately 32% 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. We currently include ethane in our proved reserves which match volumes to be delivered
under our existing long-term, extendable ethane contracts.
Proved Undeveloped Reserves
As of December 31, 2023, our PUDs totaled 21.6 Mmbbls of crude oil, 411.4 Mmbbls of NGLs and 4.0 Tcf of natural gas, for a total of 6.6 Tcfe. Costs incurred in
2023 relating to the development of PUDs were approximately $495.1 million. All PUD drilling locations are scheduled to be drilled prior to the end of 2028. As of
December 31, 2023, we have 90.2 Bcfe of reserves that have been reported for more than five years from their original booking date, which are in the process of being
drilled and completed and expected to turn to sales in 2024. Changes in PUDs that occurred during the year were due to:
•
•
•
conversion of approximately 937.9 Bcfe of PUDs into proved developed reserves;
addition of 178.8 Bcfe new PUDs from drilling; and
191.9 Bcfe net positive revision which includes an addition of 280.2 Bcfe for previously proved undeveloped properties added back to our five year
development plan and positive revisions for the impact of improved well performance and longer laterals offset by 370.6 Bcfe of reserves reclassified to
unproved because of previously planned wells not expected to be drilled within their original five-year development horizon.
6
For an additional description of changes in PUDs for 2023, see Note 15 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)
2023
2022
2021
2020
2019
$
54,390
$
78,650 $
39,919 $
9,795 $
22,179
7,926
6,838
2.62
78.10
2.20
68.32
24.91
29,554
24,545
14,868
12,485
6.36
94.13
6.08
87.14
38.35
3.60
66.34
3.30
59.35
28.41
2,981
2,846
1.98
39.77
1.68
30.13
16.14
7,561
6,629
2.58
55.73
2.38
49.24
17.32
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.
Production, Sales Price and Production Costs
The following presents historical information about our total and average daily production volumes for natural gas, NGLs and oil; average sales prices and average
production costs:
Production Volumes:
Natural gas (Mmcf)
NGLs (Mbbls)
Crude oil and condensate (Mbbls)
(a)
Total Mmcfe
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)
Taxes other than income (per mcfe)
(c)
2023
Year Ended December 31,
2022
2021
538,085
37,940
2,475
780,575
$
2.29
24.61
67.29
2.99
0.12 $
0.03
$
$
539,443
36,392
2,716
774,089
$
6.24
35.96
87.79
6.34
0.11 $
0.05
541,021
36,373
3,044
777,523
3.50
31.23
60.11
4.13
0.10
0.04
(a)
(b)
(c)
Oil and NGLs volumes are converted at the rate of one barrel equals six mcf based on approximate relative energy content.
Does not include derivative settlements or deductions for third-party transportation, gathering or processing costs.
Includes Pennsylvania impact fee.
7
Property Overview
Our natural gas and oil operations are concentrated in the Appalachian region of the United States, and more specifically, in the Marcellus Shale in Pennsylvania.
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 hold a large portfolio of drilling opportunities beyond the five-year horizon of proved reserves and therefore a significant unbooked resource potential within
the Marcellus, Utica/Point Pleasant and Upper Devonian formations. We own 1,466 net producing wells in Pennsylvania, almost all of which we operate. Our average
working interest in this region is 95%. As of December 31, 2023 we have approximately 860,000 gross (753,000 net) acres under lease. During 2023, we averaged
approximately two horizontal drilling rigs in the field and expect to run an average of two horizontal drilling rigs throughout 2024. Substantially all of our reserves and
production are located in the Marcellus Shale.
Producing Wells
The following table sets forth information relating to productive wells at December 31, 2023. 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 any dual
completions.
Natural gas
Crude oil
Total
Total Wells
Gross
Net
Average
Working
Interest
1,549
1
1,550
1,466
—
1,466
95 %
3 %
95 %
Productive 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, 2023, we had 27 gross (26 net) wells in the process of
drilling or active completions stage. In addition, there were 16 gross (16 net) wells waiting on completion or waiting on pipelines at year-end 2023.
Development wells
Productive
Dry
Exploratory wells
Productive
Dry
Total wells
Productive
Dry
Total
Success ratio
2023
2022
2021
Gross
Net
Gross
Net
Gross
Net
50.0
—
—
—
50.0
—
50.0
47.4
—
—
—
47.4
—
47.4
60.0
—
—
—
60.0
—
60.0
59.0
—
—
—
59.0
—
59.0
58.0
—
1.0
—
59.0
—
59.0
100 %
100 %
100 %
100 %
100 %
57.1
—
1.0
—
58.1
—
58.1
100 %
8
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, 2023. Acreage related to option
acreage, royalty, overriding royalty and other similar interests is excluded from this summary:
Developed Acres
Undeveloped Acres
Total Acres
Gross
Net
Gross
Net
Gross
Net
111
—
22,189
791,405
6,273
5,876
825,854
111
—
9,349
690,550
4,356
5,197
709,563
86 %
—
2,265
—
60,140
—
—
62,405
—
567
—
57,134
—
—
57,701
92 %
111
2,265
22,189
851,545
6,273
5,876
888,259
111
567
9,349
747,684
4,356
5,197
767,264
86 %
Michigan
New York
Oklahoma
Pennsylvania
Texas
West Virginia
Average working interest
Undeveloped Acreage Expirations
The table below summarizes by year our undeveloped acreage scheduled to expire in the next five years.
As of December 31,
2024
2025
2026
2027
2028
Acres
Gross
Net
% of Total
Undeveloped
11,496
9,393
17,594
10,601
9,733
10,711
8,749
17,086
10,494
8,786
19 %
15 %
30 %
18 %
15 %
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. When we do not intend to drill on a property prior to expiration, we have allowed acreage to expire. We also believe acres needed in the future for our development
plans can be leased again. 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.
9
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.
Human Capital Management
We believe our employees provide the foundation of our success. Successful execution of our strategy is dependent on attracting, developing and retaining our
skilled employees and members of our management team. The abilities, experience and industry knowledge of our employees significantly benefit our operations and
performance. In order to maximize the contributions of our employees, we regularly evaluate, modify and enhance our policies and practices, including compensation to
increase employee engagement, productivity and efficiency. As of January 1, 2024, we had 548 full time employees, none of whom are currently covered by a labor union
or other collective bargaining arrangement.
Compensation and Benefits. We review compensation for all employees at least annually to adjust for market conditions and to attract and retain a highly skilled
workforce. We encourage our employees to take full advantage of our benefits and programs we offer. In addition to competitive base wages, other benefits include an
annual bonus plan, long-term incentive plan, company-match 401(k) plan, healthcare and insurance benefits, flexible spending accounts and employee assistance programs.
Our compensation program includes eligibility for all full-time employees to receive equity awards which we believe is uncommon among our peers and
encourages every employee to think like an owner of the business and be vested in its success. We believe these practices, and those further described below, are the key
drivers in our very low voluntary turnover rates, which averaged less than 3.5% over the five-year period ended December 31, 2023. We believe our low attrition rate is in
part a result of our corporate culture focused on teamwork and a commitment to employee development and career advancement.
Health and Safety. We believe health and safety is a core value and ingrained in all aspects of our business. This value is reflected in our strong safety culture that
emphasizes personal responsibility and safety leadership both for our employees and our contractors on our worksites. Our comprehensive environmental, health and safety
(EHS) management system establishes a corporate governance framework for EHS compliance and performance and covers all elements of our operating lifecycle. These
practices and the commitment of our management and our employees to our culture of safety have resulted in only two OSHA recordable incidents in 3.5 million work
hours over the three-year period from 2021 through 2023, for an average employee Total Recordable Incident Rate of 0.11 over that three-year period.
Recruiting, Hiring and Advancement. Due to the cyclical nature of our business and the fluctuations in activity that can occur, we take a conservative approach to
our headcount, carefully evaluating whether a new hire is necessary for an open position or whether we can fill the position by expanding the role of a current employee or
several employees. In this way, we provide employees with opportunities to learn new roles and develop their skills horizontally and vertically and limit or minimize
layoffs and fluctuations when downturns occur. We support employees in pursuing training opportunities to expand their professional skills. We have also implemented
development programs that are designed to build leadership capabilities at all levels.
We identify qualified candidates by promoting positions internally, engaging in recruiting through our website platforms, campus outreach, internships and
attending job fairs. In our recruiting and hiring efforts, we seek to foster a culture of mutual respect and strictly comply with all applicable federal, state and local laws
governing non-discrimination in employment. We treat all applicants with the same high level of respect regardless of their gender, ethnicity, religion, national origin, age,
marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status. This philosophy extends to all employees throughout the
lifecycle of employment.
Additional information about our commitment to human capital management is available on our website. Note that the information on our website is not
incorporated by reference into this filing.
Executive Officers of the Registrant
Our executive officers and their ages as of February 1, 2024, are as follows:
Dennis L. Degner
Mark S. Scucchi
Erin W. McDowell
Dori A. Ginn
Age
51
46
45
66
Position
Chief Executive Officer and President
Executive Vice President – Chief Financial Officer
Senior Vice President – General Counsel and Corporate Secretary
Senior Vice President – Controller and Principal Accounting Officer
10
Dennis L. Degner, chief executive officer and president, joined Range in 2010. Mr. Degner was named chief executive officer effective May 21, 2023. Mr. Degner
previously served as chief operating officer and has more than 25 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 and has been published for his work on active roles played in the deployment of new
technologies. Mr. Degner holds a Bachelor of Science Degree in Agricultural Engineering from Texas A&M University.
Mark S. Scucchi, executive vice president – chief financial officer, joined Range in 2008. Mr. Scucchi was named senior vice president – chief financial officer in
2018 and executive vice president in 2023. 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.
Erin W. McDowell, senior vice president – general counsel and corporate secretary, joined Range in January 2015 as division counsel for the Appalachia Division
and was promoted to vice president, deputy general counsel & assistant corporate secretary before being appointed to general counsel and corporate secretary in March
2023. Ms. McDowell has nearly 20 years of legal experience. Prior to joining Range, Ms. McDowell spent over ten years with the law firm Eckert Seamans Cherin &
Mellott in the areas of commercial litigation and environmental regulatory counseling. Ms. McDowell graduated from Bucknell University, magna cum laude, with a
Bachelor of Arts in Economics and Environmental Studies and then earned a Juris Doctor from the University of Pittsburgh School of Law.
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 earned 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.
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. We also face competition from companies that supply alternative sources of energy, such as wind, solar power and other renewables. Competition will increase as
alternative energy technology becomes more reliable and governments throughout the world support or mandate the use of such alternative energy.
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, focus on price and cost management and safely operate our producing
properties. 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 working 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. Natural gas is a commodity, and therefore, we typically receive market-based pricing for our produced natural gas. 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.
11
We contract with a third-party to process our natural gas and extract from the produced natural gas heavier hydrocarbon streams (consisting predominately of
ethane, propane, isobutane, normal butane and natural gasoline). 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, marketers/traders (both domestically and internationally) and natural gas processors. Our oil and
condensate production is sold to crude oil processors, transporters and refining and marketing companies.
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 processing 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 we hold a certain amount of 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 utilize contracted transportation capacity.
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. 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 depends 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. Exports can also impact demand based on the seasonality of global markets.
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 also 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, in the past the United States government has imposed tariffs on certain foreign imports and the
resulting retaliation by those foreign governments has disrupted aspects of the energy market. 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
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be discovered. See Item 1A. Risk Factors – The natural gas 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:
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leases;
acquisition of seismic data;
location of wells, pads, roads, impoundments, facilities or 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;
calculation and disbursement of royalty payments and production taxes;
plugging and abandoning of wells;
hydraulic fracturing;
water withdrawal and water transfer;
operation of underground injection wells to dispose of produced water and other liquids;
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 11, 2024, FERC issued a final rule increasing the maximum civil
penalty for violations of the NGA from $1,496,035 per day per violation to $1,544,521 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.
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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 1st 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, the 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 the 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 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.
We depend on gathering facilities owned and operated by third parties to gather production 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 natural gas liquids. 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's regulations include a methodology for oil pipelines to change their rates through the use of an index system that establishes ceiling levels for such
rates. 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. For example, on July 1, 2023, oil pipelines regulated by FERC and utilizing this index system were able to increase
their rates by over 13%, which amounts to the largest index rate increase since FERC initiated this methodology. Increases in liquids transportation rates may result in
lower revenue and cash flow. In January 2022, the FERC revised the adjustment for this index to be based on Producer Price Index for Finished Goods minus 0.21% for the
five year period from July 1, 2021 to June 30, 2026. This adjustment is subject to review every five years.
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.
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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:
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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 certain 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 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.
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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 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. We currently do not utilize
underground injection in our operations.
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 regulations under the Clean Air Act (as defined below) 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
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
United States Department of the 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. On
January 20, 2021, President Biden’s first day in office, he issued an executive order which, among other things, revoked a series of executive orders, presidential
memoranda, and draft agency guidance concerning environmental policy issued during the Trump administration. 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. For example, in November 2023, Pennsylvania Governor Josh Shapiro
instructed the Pennsylvania Department of Environmental Protection ("DEP") to take immediate action to pursue formal rulemaking and policy changes, including new
requirements for the disclosure of chemicals used in drilling, improved control of methane emissions aligned with federal policy, stronger drilling waste protections
(including inspection of secondary containment) and corrosion protections for gathering lines that transport natural gas. Certain states have prohibited hydraulic fracturing
or imposed setbacks that severely limit where drilling and hydraulic fracturing can take place. Range currently does not have operations in any of those states. Local
governments or political subdivisions 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. For instance, on February 25, 2021, the Delaware River Basin Commission, which supplies drinking water for more than 13
million people in Pennsylvania, Delaware, New Jersey, and New York, approved a final rule prohibiting high volume
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hydraulic fracturing in the Delaware River Basin, which includes a portion of the Marcellus Shale that overlaps the Delaware watershed, specifically in northeastern
Pennsylvania and southern New York State. More recently, in December 2022, the Delaware River Basin Commission voted to prohibit wastewater from hydraulic
fracturing operations from being deposited into the Delaware River Basin's waters or land. 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, new setback distances or 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.
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, on December 2, 2023, the EPA released a final rule on the New Source Performance Standards ("NSPS") to sharply reduce emissions of methane
and other air pollution from oil and natural gas operations. The final rule, as released will, among other things (i) require states to reduce methane emissions from hundreds
of thousands of existing sources nationwide for the first time, (ii) phase out routine flaring from natural gas wells, (iii) require the deployment of innovative and advanced
monitoring technologies by establishing performance requirements that can be met by a broader array of technologies, (iv) leverage data collected by certified third parties
to identify and address "super emitting" sources and eliminate or minimize emissions from common pieces of equipment used in oil and gas operations such as process
controllers, pumps and storage tanks and (v) require proper documentation that wells are properly closed and plugged before monitoring is allowed to end. In response to
feedback received during the rule's comment period, the EPA adjusted several provisions of the proposed rule to allow extended time for compliance including a two-year
phase-in period for eliminating routine flaring of natural gas that is emitted from new oil wells. Further, on August 1, 2023, the EPA released a proposed rule to update the
Greenhouse Gas Reporting Program for the Petroleum and Natural Gas category (subpart W). Upon finalization, this rule could potentially impact Range's greenhouse gas
emissions reported to the EPA in future years. Also, in June 2018, the DEP 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 greenhouse gas
at such sites. In furtherance of the DEP’s mission to regulate methane emissions, in December 2019, the DEP proposed a rule 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 rule was reviewed by the Pennsylvania Office of the Attorney General followed by a sixty day public comment period.
Thereafter, the Pennsylvania Environmental Quality Board (the "PEQB") adopted the proposed rulemaking and an additional public comment period on July 27, 2020. On
May 4, 2022, the PEQB withdrew the rule. On May 18, 2022, the rule was bifurcated into two separate rules – one for conventional oil and gas sources and one for
unconventional oil and gas sources. On June 14, 2022, the PEQB adopted the rule for unconventional oil and gas sources. At its October 12, 2022 meeting, the PEQB
adopted the rule for conventional oil and gas sources. However, on November 14, 2022, the Pennsylvania House Environmental Resources & Energy Committee
disapproved such final-omitted regulation triggering a 14-calendar-day legislative review period. Since this legislative review period would have extended past the
December 16, 2022 deadline for Pennsylvania to submit to the EPA a plan implementing the regulation of VOC emissions from oil and gas sources, the PEQB, on
November 30, 2022, adopted the rule for conventional oil and gas sources as an emergency certified final-omitted rulemaking and former Governor Tom Wolf certified that
promulgation of such is necessary to respond to an emergency circumstance. On December 10, 2022, both the conventional and unconventional rules were published as
final. Since then, certain organizations have implemented legal action against the PEQB for failure to follow the requirements for rulemaking applicable to the conventional
oil and natural gas industry. Compliance with these or any similar subsequently enacted regulatory initiatives could directly impact us by requiring installation of new
emission controls on
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some of our equipment, resulting in the need for additional permitting and introducing potential permitting delays and 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 the 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. Further, on December 8,
2021, President Biden signed an executive order whereby the government was directed to cut its GHG emissions by 65% by the end of this decade, before reaching carbon
neutrality by 2050. 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. For example, in August 2022, Congress enacted the Inflation Reduction Act, which among other things, adopted a methane emissions fee to be assessed against oil
and gas operators. Thereafter, the EPA issued proposed rules regarding the calculation of the so-called waste emissions fee and collection of those fees. While Range's
methane emissions intensity remains low and below the stated threshold as currently proposed, changes to the calculation of that fee could result in fees in the future.
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 the ("Paris Agreement") 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, then 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 was November
4, 2020. However, on January 20, 2021, President Biden signed an executive order directing the United States to rejoin the Paris Agreement, which became official on
February 19, 2021. It is not yet clear how rejoining the Paris Agreement or any separately negotiated agreement could impact us.
Upon taking office in January 2021, President Biden announced that he would demand that Congress enact legislation in the first year of his presidency that (i)
establishes milestone environmental targets no later than the end of his first term in 2025, (ii) makes a significant investment in clean energy and climate research and
innovation and (iii) incentivizes the rapid development of clean energy innovations across the economy, especially in communities most impacted by climate change. For
example, on January 20, 2021, President Biden issued Executive Order No. 13990 requiring the heads of all federal agencies to review any agency activity under the Trump
administration that would be considered to be inconsistent with the Biden administration’s environmental policies and consider suspending, revising, or rescinding those
actions. As a result, in April 2021, the Secretary of the Interior issued two Secretarial Orders intended to prioritize action on climate change and revoking at least 12 orders
issued under the Trump administration that are no longer consistent with the United States Department of the Interior's policy priorities under President Biden.
Furthermore, on January 27, 2021, President Biden issued executive orders for the purpose of combating climate change including pausing new oil and gas leases on
federal land and cutting fossil fuel subsidies. 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, 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.
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 2023, nor do we anticipate that such expenditures will be
material in 2024. However, we regularly incur expenditures and undertake projects to comply with environmental laws and to optimize our emissions performance. We
anticipate those costs will continue to be incurred in the future.
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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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GLOSSARY OF CERTAIN DEFINED TERMS
The terms defined in this glossary are used in this report.
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 natural gas in an unproved area or to find a new reservoir in an existing field previously found to be productive in another
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 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.
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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.
ITEM 1A. RISK FACTORS
While we utilize robust processes and resources to identify and manage risks, we are subject to various risks and uncertainties in the course of our business, some of
which are comparable to the risks any business is exposed to and some that are unique to our operations. The following summarizes the known material risks and
uncertainties that may adversely affect our business, financial condition or results of operations. When considering making or maintaining an investment in our securities,
you should carefully consider the risk factors included below as well as those matters referenced in the section entitled 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 believe not to be material based on the information we have at this time. If any of the
events described below as risks actually occur, it could materially harm our business, financial condition or results of operations or impair our ability to implement our
business plans or complete development activities as expected. In that case, the market price of our common stock could decline or, if severe enough, the entire value of an
investment in our securities could become worthless.
Economic 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. As a commodity business, the oil and gas
industry is typically cyclical and we expect the volatility to continue. Natural gas prices are likely to affect us more than oil prices because approximately 64% of our
proved reserves were natural gas as of December 31, 2023 and, at times in the past, natural gas prices have been low compared to our costs to produce. 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. These factors include:
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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;
the continued operation of liquefied natural gas (LNG) facilities to supply foreign markets with natural gas and the ability to transport the product to
markets due to shipping restrictions or terrorist threats and attacks;
changes in weather patterns and climate, including natural disasters such as hurricanes and tornadoes;
technological advances affecting energy consumption, storage and energy supply;
the production levels of non-OPEC countries, including production levels in the United States’ shale plays;
general economic conditions worldwide;
the price and availability of, and demand for, alternative and competing forms of energy, such as nuclear, hydroelectric, wind and solar;
the level of drilling, completion and production activities by other companies, and variability therein, in response to market conditions;
the effect of worldwide energy conservation efforts;
the ability of the members of OPEC and other exporting nations to agree to production controls;
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 further legislation requiring, subsidizing or providing tax
benefits for the use of alternative energy sources and fuels.
The long-term effects of these and other factors on the prices of natural gas, NGLs and oil prices are uncertain. Historical declines in natural gas and NGLs
commodity prices have adversely affected our business by:
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reducing the amount of natural gas, NGLs and oil that we can economically produce;
reducing our revenues, operating income and cash flows;
reducing the amount of cash flows available for capital expenditures;
increasing the cost of obtaining capital, such as equity and debt financings; and
reducing the standardized measure of discounted future net cash flows relating to natural gas, NGLs and oil.
If demand for natural gas, NGLs and oil is reduced, the prices we receive for and our ability to market and produce our natural gas, NGLs and oil may be
negatively affected. Volatility in natural gas, NGLs and oil markets and the price we receive for our production is largely determined by various factors beyond our control.
Production from natural gas and oil wells in some geographic areas of the United States has been or could be curtailed for considerable periods of time due to lack of local
market demand and transportation and storage capacity. In the recent past, we have temporarily shut-in wells due to low commodity prices and it is possible that some of
our wells may be shut-in in the future or sales terms may be less favorable than might otherwise be obtained should demand for our products decrease and/or prices
decrease. Competition for markets has been vigorous and there remains uncertainty about prices purchasers will pay or the availability of sufficient storage, all of which
could have a material adverse effect on our cash flows, results of operations and financial position.
We could experience periods of higher costs. These cost increases could reduce our profitability, cash flow and ability to conduct development activities as
planned. We rely on third-party contractors to provide key services and equipment for our operations. 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 and completions 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 conduct development activities as planned and on budget.
Based on the cost inflation pressure experienced over the last few years, we continue to undertake actions and implement plans to strengthen our supply chain.
Nevertheless, we expect to experience some supply chain constraints and inflationary pressure on our cost structure including steel, fuel and labor, among other items, for
the foreseeable future. By continuing to focus on cost control initiatives and actions, which increase our drilling, completion and operating efficiencies, we are able to
mitigate some inflationary pressures.
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Our debt obligations may limit our liquidity and financial flexibility. We are a borrower under fixed rate senior notes and maintain a bank credit facility which had
no debt outstanding as of December 31, 2023. Our exploration and development program requires substantial capital resources depending on the level of drilling and the
expected cost of services. Existing operations also require ongoing capital expenditures. Increases in our level of debt may:
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require us to dedicate a substantial portion of our cash flows from operations to the payment of our indebtedness, reducing the funds available for our
operations or return of capital to stockholders;
may make us vulnerable to increases in interest rates;
increase our vulnerability to a downturn in commodity prices or the general economy;
place us at a competitive disadvantage compared to our competitors with lower debt service obligations;
limit our operating flexibility due to financial and other restrictive covenants; and
limit our flexibility to maintain or grow our business and plan for, or react to, changes in our business and the industry in which we operate.
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 our 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 fund our operations and replace our reserves resulting in stress on our financial flexibility.
The amount available for borrowing under our bank credit facility is subject to a borrowing base, which is determined by our lenders, 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, reducing our financial flexibility.
Disruptions or volatility in the global finance markets may lead to a contraction in credit availability impacting our ability to finance our operations. We benefit
from 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
conduct our planned operations, our ability to manage our debt maturities and our flexibility to react to changing economic and business conditions. We are also exposed to
some credit risk related to our bank credit facility to the extent that one or more of our lenders experiences liquidity problems and is unable to provide necessary funding to
us under our existing revolving line of credit.
Any failure to meet our debt obligations could harm our business, financial condition and results of operations. Our earnings and cash flow will fluctuate from
year to year due to the variable nature of commodity prices. If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to sell
assets, seek equity sales 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 and
our financial flexibility. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives.
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 cash flow relative to debt balances. Liquidity, asset quality, cost structure, product mix (natural gas, NGLs and crude oil)
and projected 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 could require us to post letters of credit or other forms of collateral for certain obligations. 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 downgraded in the future.
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 but in all probability 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 continue our business
plan, make capital expenditures and finance our operations.
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Derivative transactions may limit our potential gains and involve other risks. To manage our exposure to commodity price volatility, we currently, and likely will
in the future, enter into derivative arrangements, utilizing commodity derivatives ("hedges") with respect to a portion of our future production. Hedges are generally
designed to lock in prices for commodities to limit volatility and increase the predictability of cash flow. These hedging transactions can 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:
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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 prices we
receive.
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 decreases in natural gas, NGLs or oil prices
than our competitors who utilize derivative transactions. Lower natural gas, NGLs and oil prices over a longer term will also negatively impact our ability to enter into
derivative contracts at prices that exceed our costs of production.
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 such changes, our ability to mitigate the risk may be limited depending upon market conditions.
Furthermore, the bankruptcy of one or more of our hedge counterparties, or some other similar proceeding or liquidity constraint, would make it unlikely 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 to the counterparties. If the creditworthiness of our counterparties deteriorates and results in their nonperformance, we
could incur a significant loss.
Risks related to our operations
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:
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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 or oil prices;
limitations in the market for natural gas, NGLs or oil;
facility or equipment malfunctions or operator error;
equipment failures or accidents;
loss of title and other title-related issues;
pipe or cement failures and casing collapses;
compliance with, or changes in, permitting, environmental, tax and other governmental requirements;
environmental hazards, such as natural gas leaks, oil spills, pipeline and tank ruptures, and unauthorized discharges of hazardous materials;
lost or damaged oilfield drilling and service tools;
unusual or unexpected geological formations;
loss of drilling fluid circulation;
pressure or irregularities in geological formations;
fires, surface craterings, blowouts or 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.
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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:
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landing the wellbore in the desired drilling zone;
drilling the wellbore to the full planned length;
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:
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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.
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. Unless we successfully replace the reserves that we produce, our reserves will decline as reserves are depleted, eventually resulting in a decrease in
production and lower revenues and cash flow from operations. Our management team has specifically identified and scheduled certain drilling locations for future multi-
year drilling activities on our existing acreage. 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, the availability of drilling services and equipment, drilling results, lease expirations, transportation constraints,
permits, regulatory and zoning approvals and other factors. Because of these uncertain factors, we do not know if all of 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 for 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 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 proved reserves to our overall proved reserves or may result in a downward revision of our estimated proved
reserves, which could have a material adverse effect on our business and results of operations and 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.
While we have processes and procedures that we utilize to mitigate operational risks, 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 (especially those that reach surface water or groundwater), fires, pipe or cement
failures, pipeline ruptures or spills, vandalism, pollution, releases of toxic gases, geological formations with abnormal or unexpected pressures, adverse weather conditions
or natural disasters and other environmental hazards and risks. In addition, our operations are sometimes near populated commercial or residential areas. If any of these
hazards occur, we could sustain substantial losses as a result of:
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personal injury or loss of life;
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 by regulatory authorities; and
repairs and remediation 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 insurance coverage will adequately protect us
against liability from all potential consequences, damages and losses.
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We may elect not to purchase insurance in instances where we determine that the cost of available insurance is excessive relative to the risks we believe are
presented. However, such determinations may prove to be incorrect. Further, some forms of insurance may become unavailable in the future. If we incur 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, in particular gas transportation and processing facilities, 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 three third-party processing plants and connecting lines for our wells in Pennsylvania where we are insured for potential catastrophic losses from the
interruption of production caused by a covered loss of or damage to the processing plants; however, such insurance is limited and may not adequately protect us from all
potential consequences, damages and losses.
Our producing properties are concentrated in the Pennsylvania portion of the Appalachian Basin, making us vulnerable to risks associated with operating in
one geographic and political region. Essentially 100% of our total estimated proved reserves are located in the Appalachian Basin in Pennsylvania. We are additionally
vulnerable to processing and transportation constraints for our products. We are more heavily exposed to the extensive and evolving regulatory environment in
Pennsylvania which may lead to additional costs, delays or interruptions of construction, development and production from our wells. See also The natural gas industry is
subject to extensive regulation below. Additionally, local governments in Pennsylvania are authorized to adopt and implement ordinances and impose certain restrictions
regarding siting of our well sites, tank pads and other related facilities. Approval from one or more local governmental bodies, some following a public hearing, may be
required before commencing construction of our facilities which can result in delay, increased expense or in some cases, prevention of development. Moreover, new
initiatives or regulations could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or disposal of substances generated by our
operations, including, but not limited to, produced water, drilling fluids and other wastes associated with our operations or propose new setback distances. For example, in
November 2023, Pennsylvania Governor Josh Shapiro instructed the DEP to take immediate action to pursue formal rulemakings and policy changes, including new
requirements for the disclosure of chemicals used in drilling, improved control of methane emissions aligned with federal policy, stronger drilling waste protections
(including inspection of secondary containment) and corrosion protections for gathering lines that transport natural gas. Currently there are a few states that have elected to
ban hydraulic fracturing altogether, including Washington, New York, Maryland, Vermont and Oregon (which temporarily suspended hydraulic fracturing until 2025).
Should Pennsylvania or the federal government ban hydraulic fracturing, it would preclude economic development of our Marcellus Shale reserves resulting in severe
financial consequences to us.
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 may have a material adverse effect on our financial condition, results of operations and cash flows. Water is an essential component of our
drilling and hydraulic fracturing processes. Limitation or restrictions on our ability to secure sufficient amounts of water (including limitations from natural causes such as
drought) could impact our operations. If we are unable to obtain water to use in our operations from local sources, we may need to obtain it from new sources and transport
the water to drilling sites, resulting in increased costs. We must either dispose of or recycle water used in our operations. Compliance with environmental and permit
requirements governing the withdrawal, storage and use of recyled water, surface water or groundwater may increase costs and cause delays, interruptions or termination of
our operations.
Our business depends on natural gas and oil transportation and NGLs processing facilities 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 gathering and transportation
pipeline systems, processing facilities, rail cars, trucks or vessels 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. See also above Our
producing properties are concentrated in the Pennsylvania portion of the Appalachian Basin, making us vulnerable to risks associated with operating in one geographic
and political region. Although we have some contractual control over the transportation of our products, material changes in these business relationships, including the
financial condition of the contractual counterparties, 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
where we are obligated to pay fees on minimum volumes regardless of actual volume throughput. If production decreases due to reduced or delayed developmental
activities, the current commodity price environment, production related difficulties or otherwise, we may be unable to utilize all of our rights under existing firm
transportation contracts, resulting in obligations to pay fees without receiving revenue from sales. Such fees 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 some cases, the capacity of
gathering systems and transportation pipelines may be insufficient to accommodate 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
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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 change 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 that support our core operating area in southwest
Pennsylvania could materially affect our ability to market and deliver natural gas production in that area especially if such disruption were to last for more than a short
duration which could result in the necessity to curtail a significant amount of our production. 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 severely affect us due to a lack of cash flow, and if a substantial portion of the
production volume is hedged at lower than market prices, our obligation to the counterparty under those financial hedges would have to be paid from borrowings thus
further adversely affecting our financial condition.
Risks related to the industry in which we operate
The natural gas industry is subject to extensive regulation. Natural gas, NGLs, condensate and other hydrocarbons, as well as our operations to produce these
products, are subject to extensive laws, regulations, and ordinances at the federal, state and local level. Further, new legislation, proposed rulemaking and ordinance
amendments affecting the industry are under constant review for more expansive requirements and rules on our products and operations. Compliance with new and
expanding laws from numerous governmental departments and agencies often increases our cost of doing business, delays our operations and decreases our profitability.
Certain potential legislation, such as a ban on hydraulic fracturing, could even preclude our ability to economically develop our reserves.
Matters subject to laws and regulations affecting our business include, but are not limited to: the amount and types of substances and material that may be released
into the environment, including GHGs; responding to unexpected releases of regulated substances or materials to the environment; the sourcing and disposal of water used
in the drilling and completions process; permits, performance rules and reporting obligations concerning drilling, completion and production operations; threatened or
endangered species and waterway protection efforts; and climate related initiatives.
Environmental regulations and pollution liability could expose us to significant costs and penalties. We may incur significant costs and liabilities in complying with
existing or future environmental laws, regulations and enforcement policies or initiatives. 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. Pennsylvania law also imposes criminal liability for certain
releases of substances, regardless of fault or intent. 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/or criminal penalties, corrective actions and orders enjoining some
or all of our operations. Our operations may be impacted by new and amended laws and regulations and reinterpretations of existing laws and regulations or increased
government enforcement relating to environmental laws. For example, properly handled drilling fluids and produced water are currently exempt from regulation as
hazardous waste under RCRA, and instead are regulated under RCRA’s non-hazardous waste provisions. It is possible that the EPA may in the future propose rulemaking
that designates such wastes as hazardous rather than non-hazardous, and a similar designation may be made at the state level. Should this occur at the federal and/or state
level it could result in significant costs to attain and maintain compliance.
We may also be exposed to liability and costs for handling of hydrocarbons, air emissions and wastewater or other fluid discharges related to our operations and
waste disposal practices. Spills or other unauthorized releases of hazardous or regulated substances by us, our contractors or resulting from our operations could expose us
to material losses, expenditures and liabilities, civil and criminal liabilities, under environmental laws and regulation and we are currently and have in the past been
involved in such investigations, remediation and monitoring activities. The Pennsylvania Office of the Attorney General has publicly announced investigations and charges
generally related to our industry in Pennsylvania. Additionally, neighboring landowners and other third parties may assert claims or file lawsuits against us for personal
injury and/or property damage allegedly caused by the release of substances into the environment, with or without evidence of an impact from our operations, all of which
could also result in significant litigation or settlement costs as well as reputational harm.
Laws and regulations pertaining to threatened and endangered species and protection of waterways could delay or restrict our operations and cause us to incur
substantial costs. Various federal and state statutes prohibit actions or operations that adversely affect endangered or threatened species and their habitats. These statutes
include the federal Endangered Species Act of 1973 ("ESA"), the Migratory Bird Treaty Act, the CWA, CERCLA and similar state programs. The United States Fish and
Wildlife Service ("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 material restrictions to land use and delay, restrict or even prevent our operations. The Biden administration has taken
action to broaden enforcement under ESA, including expanding the definition of critical habitat. While none of the species listed by FWS as threatened or endangered
materially affect our operations at the present
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time, the future designation of previously unprotected species as threatened or endangered in areas where we conduct our operations or expansion of areas designated as
critical habitat could cause us to incur increased costs arising from species protection measures and/or limit or prevent our ability to operate which could have an adverse
effect on our ability to develop and produce reserves.
Additionally, operations may be impacted by the existence of wetlands or other environmentally sensitive areas based upon the scope of the CWA and its protection
of waters of the United States. On December 30, 2022, the EPA announced a final rule related to a revised definition of waters of the United States that included a broader
interpretation similar to the pre-2015 definition. However, on May 5, 2023, the Supreme Court issued a landmark ruling in Sackett v. EPA significantly narrowing the scope
of the EPA's definition of the "waters of the United States". The EPA subsequently published a new final rule on September 8, 2023 defining "waters of the United States"
to conform to the Supreme Court's ruling in Sackett, thereby narrowing the scope of federal jurisdiction under the CWA. The EPA may change its rules in the future. To the
extent that legal challenges or any further rulemaking expands the CWA’s jurisdiction we could incur increased costs and restrictions, and/or delays or cancellations in
permitting or projects, which could result in significant costs and liabilities or financial losses.
Climate related regulations and initiatives could expose us to significant costs and restrictions on operations. There is an ongoing public debate as to the extent to
which our climate is changing, the potential causes of climate change and its potential impacts. As part of that debate, there is also general belief that increased levels of
GHGs, including carbon dioxide and methane, have contributed to and continue to contribute to climate change which has led to numerous regulatory, political, litigation
and financial risks associated with the production of fossil fuels and emissions of GHGs. Our operations result in GHGs.
Federal and state governments have from time to time considered legislation and regulations to reduce GHG emissions, including, but not limited to the
implementation of GHG monitoring and reporting for the natural gas industry which includes certain of our operations. The EPA has sought to achieve these reductions
under the Clean Air Act and the NSPS aimed at volatile organic compounds ("VOCs") including methane emissions from oil and natural gas sources. On December 2,
2023, the EPA released a copy of its final rule on NSPS to sharply reduce emissions of methane and other air pollution from oil and natural gas operations. The final rule
will, among other things (i) require states to reduce methane emissions from hundreds of thousands of existing sources nationwide for the first time, (ii) phase out routine
flaring from new natural gas wells (iii) require the deployment of innovative and advanced monitoring technologies by establishing performance requirements that can be
met by a broader array of technologies, (iv) leverage data collected by certified third parties to identify and address "super emitting" sources and eliminate or minimize
emissions from common pieces of equipment used in oil and gas operations such as process controllers, pumps and storage tanks and (v) require documentation that wells
are properly closed and plugged before monitoring is allowed to end. In response to feedback received during the comment period, the EPA adjusted several provisions of
this proposed rule to allow extended time for compliance, including a two-year phase-in period for eliminating routine flaring of natural gas that is emitted from new oil
wells. Additional costs are likely to result from compliance with the final rule based on expanded monitoring requirements and more stringent emissions limits.
Additionally, the EPA proposed rules pursuant to the 2022 Inflation Reduction Act that would charge a fee associated with certain levels of methane emissions. In
Pennsylvania, regulators have implemented operating permits and restrictions on emissions for well site operations, compressors, processing plants and other downstream
facilities that directly impact our operations. The DEP is implementing new and additional regulations to limit VOCs from existing sources for the oil and gas industry.
There have also been a number of state and regional efforts that have emerged that seek to track and reduce GHG emissions by means of cap and trade programs where
emitters would be required to acquire and surrender emission allowances in return for emitting GHGs. In September 2020, the PEQB approved a draft resolution to enter
the Regional Greenhouse Gas Initiative ("RGGI"), a cooperative effort among the states of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New
Jersey, New York, Rhode Island and Vermont to cap and reduce power sector CO2 emissions from fossil-fuel-fired electric power plants. However, in response to the
PEQB's resolution to join the RGGI, the Pennsylvania General Assembly adopted a resolution on December 15, 2021, expressing its disapproval of the state's efforts to
enroll in RGGI, stating that the RGGI would drive up energy costs and result in thousands of lost jobs. On January 10, 2022, former Governor Wolf vetoed the disapproval
resolution. In April 2022, the Pennsylvania senate failed to override former Governor Wolf's veto and as a result, Pennsylvania officially joined the RGGI. However, in July
2022, the Commonwealth Court of Pennsylvania issued an order blocking the state from participating in the RGGI until the court ruled on its constitutionality. On
November 1, 2023, the Pennsylvania Commonwealth Court ruled that funds generated through the RGGI are an unconstitutional tax, effectively preventing the state from
participating in RGGI. Pennsylvania Governor Josh Shapiro appealed that decision to the state's Supreme Court. Moreover, in 2023, Pennsylvania Governor Josh Shapiro
created the "RGGI Working Group" and tasked them with measuring RGGI or an alternative against a three-part test: protect and create energy jobs, take real action to
address climate change, and ensure reliable, affordable power for consumers in the long-term. While the RGGI Working Group agreed that a cap-and-trade regulation
would meet these goals, they did not conclude that RGGI is the correct program for Pennsylvania, citing wider concerns regarding increased energy costs and job loss. The
RGGI Working Group gave Governor Shapiro a list of recommendations in a four-page memo, suggesting, among other things, Governor Shapiro explore a cap-and-trade
program that includes Washington, D.C. and 13 states whose electric grids are run by PJM Interconnection, while encouraging the PJM-run states to reach consensus on
carbon trading. To date, Governor Shapiro has not taken any official action in response to the RGGI Working Group's recommendations. In the absence of participation in
the RGGI, the DEP is evaluating other regulations to achieve the emissions reductions. We have initiated our own internal goals to reduce GHG emissions from our
operations. For example, setting a goal of net zero Scope 1 and 2 GHG emissions by 2025; however, there are a variety of factors that may prevent us from meeting that
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goal including but not limited to operational malfunctions, availability of equipment and services, engineering results, capital constraints and availability and success of
carbon offsetting initiatives. Given uncertainties related to the use of emerging technologies, the state of markets for, and the validity and availability of verified carbon
offsets along with the uncertainty of emission measurement calculations, we cannot predict whether or not we will be able to timely meet our net zero GHG emissions goal.
We continue to evaluate a range of technology and other measures, such as carbon offsets, that could assist with meeting this goal. Failure or a perception (whether or not
valid) of failure to meet our GHG emissions goals, could damage our reputation and negatively impact our stock price.
The outcome of federal, state and regional actions to address global climate change could result in a variety of new laws and regulations to control or restrict
emissions including taxes or other charges to deter or restrict emissions of GHGs. This may also depend upon political outcomes as there have been certain candidates
seeking election to various state and federal offices or their appointees, who have made pledges to restrict GHG emissions, ban hydraulic fracturing of oil and natural gas
wells and ban new leases for production of oil and natural gas on federal lands. Our reserves development is critically dependent upon the use of hydraulic fracturing and
we cannot economically develop any of our reserves without using such technology (which we believe has been safely conducted for many decades) and a ban of such
technology could result in severe economic harm to us.
There are also increasing litigation risks associated with climate change concerns as a number of cities and local governments have initiated lawsuits against fossil
fuel producers in state and federal court asserting claims for public nuisance and seeking damages for climate change impacts to roadways and infrastructure. Such lawsuits
have also alleged that fossil fuel producers have been aware of the adverse effects of climate change and defrauded their investors by failing to adequately disclose those
impacts.
Financial risks for fossil fuel energy companies, including natural gas producers, are also on the rise as stockholders and bondholders concerned about the potential
effects of fossil fuels on climate change may elect to shift some or all of their investments away from fossil fuel based energy. Institutional lenders who provide financing
to fossil fuel energy companies also have been under pressure from activists and are the subject of lobbying to not provide funding for fossil fuel production. Also, in
November 2021, the Federal Reserve issued a statement in support of the efforts of the Network of Greening the Financial System, of which the Federal Reserve is a
member, to identify key issues and potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. Some of these
institutional lenders may elect not to provide funding for us which could result in restriction, delay or cancellation of drilling programs or development or production
activities or impair our ability to operate economically.
On March 21, 2022, the SEC issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures. The proposed rule
would require registrants to include certain climate-related disclosures in their registration statements and periodic reports. The SEC is expected to release the final rule in
April of 2024. While the final form and substance of these requirements are not yet known and the ultimate scope and impact on our business is uncertain, compliance with
the proposed rule may result in increased legal, accounting, operational, technology and financial compliance costs.
Certain organizations that provide corporate governance and other corporate risk information to investors and stockholders have developed scores and ratings to
evaluate companies and investment funds based on sustainability or environmental, social and governance ("ESG") metrics. Currently, there are no universal standards for
such scores or ratings, but the importance of sustainability evaluations is becoming more broadly accepted by investors and stockholders. A number of advocacy groups,
both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including
through investment and voting practices of investment advisors, public pension funds, universities and other members of the investing community. As a result, many
investment funds focus on positive ESG business practices and sustainability scores when making investments. Companies which do not adapt to or comply with investor
or stockholder ESG expectations and standards or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether
there is a legal requirement to do so, may suffer from reputational damage and the financial condition, results of operations or cash flows of such a company could be
materially and adversely affected.
Moreover, we may from time-to-time create and publish voluntary disclosures regarding ESG matters. Many of the statements in those voluntary disclosures are
based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events,
including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the
long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.
At this time, we cannot predict the potential impact of such laws, regulations, regional or international initiatives or compacts, litigation, ESG ratings or financing
restrictions due to climate concerns on our future consolidated financial condition, results of operations or cash flows; however, such impacts could be material and have
material negative consequences to our business.
Information concerning our reserves and future net cash flow are estimates and are not certain to match our results. 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 depend on many
assumptions relating to current and future economic
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conditions and commodity prices as well as the projected productivity of our wells and infrastructure to gather, process, store and/or transport our products to market. 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 utilize robust processes and procedures to evaluate and estimate our reserves, they are estimates and the actual production, revenues
and costs to develop our estimated reserves will vary from estimates and these variances could be material and/or negative.
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 application of engineering principles to natural gas,
NGLs and oil reserve estimates, each of the following items may differ materially from the amounts or other factors estimated:
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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 are not the same 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, which varies from time to time, and risks associated with our business
and the oil and gas industry in general.
We may face various risks 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 over time. Companies in the oil and gas industry are often the target of activist efforts to delay or
prevent oil and gas development from both individuals and non-governmental organizations who use safety, environmental compliance and business practices to support
their opposition to oil and gas drilling. Anti-development activists are working to, among other things, reduce access to federal and state government lands, delay or cancel
certain projects such as the development of oil and gas drilling or export facilities, as well as the pipeline infrastructure needed to transport and process oil and gas
production. 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 like Pennsylvania that are among the most stringent in their regulation of the industry. Such activist efforts could result in the following:
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delay or denial of drilling permits;
restrictions on or prevention of installation or operation of production, gathering or processing facilities;
restrictions on or prevention of the use of certain operating practices, such as hydraulic fracturing, or the disposal of related materials, such as hydraulic
fracturing fluids and produced water;
additional regulatory burdens;
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 incur significant costs associated with responding to these initiatives and such actions may materially adversely affect our financial results. Complying
with any resulting additional legal or regulatory requirements that are substantial or prevent our activity 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 or storage devices (such as battery technology) may in the future, reduce the demand for and, in turn the prices of, natural gas, NGLs and oil that we
sell. In addition, these measures may reduce the availability to us of necessary third-party services and facilities that we rely on which could increase our operational costs
and adversely impact our ability to produce, transport and process natural gas, NGLs and oil. The impact of
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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.
Legal, tax and regulatory risks
U.S. or state tax legislation may adversely affect our business, results of operations, financial condition and cash flow . Legislation is periodically proposed that
could make significant changes to United States federal income tax laws and could include the elimination of certain United States federal income tax benefits currently
available to oil and gas exploration and production companies including, but not limited to, (i) the repeal of percentage depletion allowances 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. 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 United States federal
income tax law could increase costs or eliminate or postpone certain tax deductions that are currently available with respect to natural gas and oil exploration and
development and any such changes could have an adverse effect on our financial condition, results of operations and cash flows.
In 2022, legislation commonly known as the Inflation Reduction Act was signed into law, which includes, among other things, a corporate alternative minimum tax
(the "CAMT") and a one percent excise tax on corporate stock repurchases. The CAMT generally treats a corporation as an applicable corporation in any taxable year in
which the average annual adjusted financial statement income for a three taxable-year period ending prior to such taxable year exceeds $1.0 billion. If we become subject to
CAMT, our cash obligations for U.S. federal income taxes could be significantly accelerated. To the extent the 1% excise tax applies to repurchases of shares under our
common stock repurchases program, the number of shares we repurchase and our cash flow may be affected.
In 2012, Pennsylvania enacted legislation creating a tax referred to as the natural gas impact fee applicable to production in Pennsylvania, where all of our acreage
is located. 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 Pennsylvania 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. The structure of and ultimate effect of any
additional tax burden cannot be estimated at this time but could be material.
Legal proceedings brought against us 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.
At this time, based on the information available to management, there are no pending claims or litigation which appear likely to result in a material financial impact.
However, management’s assessment of pending claims and litigation could be inaccurate and subsequent events could result in material liabilities from such claims or
litigation.
Our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel. None of
our senior management team nor any of the other officers are subject to an employment agreement and therefore retaining them as employees is less certain than if they
were parties to an employment agreement. The unanticipated loss of one or more of these individuals could have a material adverse effect on our business. Further, the loss
of key technical professionals with extensive experience in our core operating area could be difficult to replace if they were to leave and the loss of such employees could
adversely affect the costs of drilling, completing and operating our wells.
Risks related to our common stock
Common stockholders may be diluted if additional shares are issued. In order to align interests and encourage ownership, we 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 senior notes
or other securities or debt convertible into common stock to extend maturities or fund capital expenditures, including acquisitions. The issuance of additional shares of
common stock results in dilution of the interests of existing stockholders. One way to reverse the effects of dilution is by the acquisition of our stock. On December 31,
2023, our share repurchase program has $1.1 billion remaining. However, this program may be suspended, modified or discontinued by the board of directors at any time.
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Dividend limitations. Limits on the payment of dividends and other restricted payments (as defined in our bank credit facility) are imposed under our bank credit
facility. These limitations may, in certain circumstances, limit or prevent the payment of dividends.
Our stock price may be volatile and stockholders may not be able to resell shares of our common stock at or above the price they 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, 2021 to December 31,
2023, the price of our common stock reported by the New York Stock Exchange ranged from a low of $6.78 per share to a high of $37.88 per share. We expect our stock
price to continue to be subject to volatility as a result of a variety of factors, including factors beyond our control. These factors include:
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most significantly, changes in natural gas, NGLs and oil prices;
variations in 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 determination by our board of directors regarding repurchasing stock or paying dividends;
changes in key personnel; or
future sales of additional 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.
General risk factors
Our business could be negatively affected by security threats, including cybersecurity threats and other disruptions. The United States government has issued
public warnings that indicate that energy assets might be specific targets of cybersecurity threats. As a natural gas and oil producer, we face various security threats,
including:
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cybersecurity threats to gain unauthorized access to sensitive information or to render data or computer systems unusable;
threats to the security or operations at our physical facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and
pipelines; or
threats from terrorist acts or other geopolitical events.
Digital technologies are an integral part of our business and are used to support our exploration, development and production activities and our key accounting and
financial reporting functions. We use these systems to analyze and store financial and operating data and to communicate internally and with outside business
counterparties. Cyberattacks could compromise our core infrastructure and digital technologies and result in disruptions to our business operations or the loss of our data
and proprietary information. In addition, digital technologies control oil and gas production, processing equipment, and distribution systems globally and are necessary to
deliver our production to market. A cyberattack 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 cyberattack on a vendor or a service provider could result in supply chain disruptions, which could delay or halt development projects.
A cyberattack on our accounting or human resources systems could expose us to liability if personal information is obtained. Furthermore, the shift to a hybrid systems
model including on-premises and cloud environments has transformed how systems interconnect, how data is stored, how users interact with applications and what end
user devices are utilized. This shift has resulted in additional cybersecurity risk.
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. Attackers are becoming
more sophisticated and both the frequency and magnitude of cyberattacks in particular are expected to increase 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. We may be unable to anticipate, detect or prevent future attacks, particularly as
methodologies utilized by attackers change frequently and are not
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recognized until launched. Additionally, the continuing and evolving threat of cybersecurity attacks has resulted in evolving legal and compliance matters, including
increased regulatory focus on prevention, which could require us to expend significant additional resources to meet such requirements. While we utilize extensive processes
and procedures that we deem appropriate to counter cybersecurity risks and to date 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. Any losses, costs or liabilities directly or indirectly related to cyberattacks or similar incidents may not be covered by, or
may exceed the coverage limits of, any of our insurance policies.
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 areas around the world 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
We have a comprehensive approach to mitigate cybersecurity risk which primarily focuses on three key elements:
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People - security awareness education and readiness-testing throughout the year for employees and contractors;
Process - incorporating "cyber awareness" in our day-to-day processes which includes constant review of alerting and detection to mitigate constant
cybersecurity threats, regular review of security posture and security roadmap to ensure alignment throughout the organization, physical and digital asset
protection and security vulnerability remediation via preventable and detective measures; and
Technology - investing in industry aligned security technology and threat intelligence capabilities.
Cybersecurity governance is supported by our information technology department which includes certified security professionals and seasoned security analysts.
This department conducts an extensive periodic review of our security initiatives to assess the current state of our program (using a cybersecurity framework) and potential
evolution based on current business risks along with detection and communication of cybersecurity threats and actions to mitigate those threats. Cybersecurity incidents
meeting a pre-determined minimum threshold are communicated to a separate committee comprised of officers charged with reporting responsibilities to determine overall
materiality and disclosure obligations.
We have engaged an independent third-party operations center that is focused on, among other things, monitoring alerts, logs, behavior analytics and end devices
usage. This continuous monitoring is in conjunction with periodic security assessments, constant vulnerability scanning and frequent penetration tests. We also complete an
initial vendor cybersecurity review process for new cloud-based software which provides a standardized review assessment. We monitor known third-party breaches,
known software vulnerabilities that may affect third-party vendors and communicate as necessary with those vendors allowing us to increase security of our technology
assets and our data.
Our board of directors oversees our cybersecurity risk and receives a quarterly cybersecurity report and an update from management which includes additional
discussions of any relevant issues related to the understanding of technology and cybersecurity risk that may be relevant at any given time. This report includes, among
other things, information regarding our current security posture and on-going cybersecurity events. Cybersecurity incidents meeting a pre-determined minimum threshold
are communicated to our Board.
ITEM 3. LEGAL PROCEEDINGS
We are the subject of, or party to, a number of pending or threatened legal actions, administrative proceedings or investigations 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 these actions, proceedings or investigations 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.
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Environmental Proceedings
From time to time, we receive notices of violation from governmental and regulatory authorities in areas in which we operate relating to alleged violations of
environmental statutes or the rules and regulations promulgated thereunder. While we cannot predict with certainty whether these notices of violation will result in fines
and/or penalties, if fines and/or penalties are imposed, they may result in monetary sanctions, individually or in the aggregate, in excess of $250,000.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market for Common Stock
PART II
Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "RRC". During 2023, trading volume averaged approximately 3.7
million shares per day.
Holders of Record
Pursuant to the records of our transfer agent, as of February 19, 2024, there were approximately 846 holders of record of our common stock.
Dividends
The payment of dividends is subject to the formal declaration by the board of directors. 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 2024 Proxy Statement, which will be filed with the SEC not later than 120 days
after December 31, 2023.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In 2019, our board of directors authorized a $100 million common stock repurchase program. In 2022, our board of directors increased the authorization under the
program. As of December 31, 2023, these repurchased shares are held as treasury stock and we have approximately $1.1 billion of remaining authorization under the
program. Purchases of our common stock in fourth quarter 2023 were as follows:
Period
October 2023
November 2023
December 2023
Three Months Ended December 31, 2023
Total Number
of Shares
Purchased
Average Price
Paid Per Share
50,000
—
265,000
315,000
$
$
$
29.84
—
29.74
Total Number
of Shares Purchased as Part
of Publicly
Announced Plans
or Programs
Approximate
Dollar Amount
of Shares that
May Yet Be
Purchased
Under Plans or
Programs
50,000 $
— $
265,000 $
315,000
1,089,244,444
1,089,244,444
1,081,359,316
35
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 S&P Oil and Gas Exploration and
Production Index, the S&P Small Cap 600 Index and a customized peer group which matches the peer group selected by our compensation committee of the board of
directors which is used in our performance unit program. The graph assumes that $100 was invested in the Company’s common stock and each index on December 31,
2018 and that dividends were reinvested.
Range Resources Corporation
S&P Oil & Gas Exploration & Production Index
S&P Small Cap 600 Index
2023 Self-Constructed Peer Group (a)
2018
2019
2020
2021
2022
2023
$
$
100
100
100
100
$
51
89
123
81
71 $
55
137
74
189 $
90
173
142
267 $
128
145
202
328
129
168
210
(a)
The 2023 Self-Constructed Peer Group includes the following twelve companies: Antero Resources Corporation, Chesapeake Energy Corporation, CNX Resources, Comstock
Resources, Inc., Coterra Energy, Inc., EQT Corporation, Matador Resources, Murphy Oil, PDC Energy (included through August 2023 when it was acquired by Chevron Corp.), SM
Energy Company, Southwestern Energy Company and the S&P 500 index and is weighted based on stock market capitalization.
ITEM 6. RESERVED
36
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, 2023 and 2022. For similar discussions of the year
ended December 31, 2022 compared to December 31, 2021 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, 2022, which was filed with the SEC on February 27, 2023.
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 in the Appalachian region 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 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 of natural gas properties. Our strategy to achieve our
business objective is to generate consistent cash flows from reserves and production through internally generated drilling projects occasionally coupled with
complementary acquisitions and divestitures of non-core or, at times, core assets. Currently, our investment portfolio is focused on high quality natural gas assets in the
state of Pennsylvania. 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 any challenges during a low commodity price
environment and that we can endure the continued volatility in current and future commodity prices by:
•
•
•
•
•
exercising discipline in our capital investments;
optimizing drilling, completion and operational efficiencies;
maintaining a competitive cost structure;
managing price risk through the hedging of our production; and
managing 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 reinvestment; 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.
Key 2023 highlights include:
Financial and operating results:
•
•
•
•
•
We recorded net income of $871.1 million for the year ended December 31, 2023;
Average daily production was 2.14 Bcfe during the year;
Repurchased 715,000 shares of common stock via the share repurchase program leaving $1.1 billion available under the repurchase program;
Paid dividends of $77.2 million, ending the year with $212.0 million in cash on hand; and
Executed opportunistic debt repurchases of $61.6 million in the open market.
37
Corporate sustainability highlights and initiatives:
•
•
•
•
•
•
Completed the MiQ certification for our Southwest Pennsylvania assets and earned an "A" grade;
Continued to recycle approximately 100% of our produced water;
Implemented the use of compressed air pneumatic controllers;
Achieved a 28% reduction in number of workforce recordable injuries (both employee and contractor) with a Total Recordable Incident Rate of 0.34;
Achieved a 70% reduction in preventable vehicle incidents with six incidents in 2023; and
Continued board of directors refreshment through the appointment of one new director.
Management’s Discussion and Analysis of Results of Operations
Commodity prices have remained volatile. Benchmarks for natural gas, oil and NGLs decreased in 2023 compared to 2022 and, as a result, we experienced
significant decreases in our price realizations when compared to the same period of 2022. Despite lower prices, we continued to focus on creating long-term value for our
stockholders along with positioning ourselves to be a responsible and reliable supplier of natural gas.
Overview of 2023 Results
During 2023, we recognized net income of $871.1 million, or $3.57 per diluted common share compared to $1.2 billion, or $4.69 per diluted common share during
2022. The decrease in net income for the year ended December 31, 2023 when compared to 2022 is primarily due to significantly lower realized prices.
For the year ended December 31, 2023, we experienced a decrease in revenue from the sale of natural gas, NGLs and oil due to a 41% decrease in net realized
prices (average prices including all derivative settlements and third-party transportation costs paid by us) when compared to 2022. Daily production in 2023 averaged 2.14
Bcfe compared to 2.12 Bcfe in 2022.
During 2023, our financial and operating performance included the following results:
•
•
•
•
•
•
•
•
•
•
revenue from the sale of natural gas, NGLs and oil decreased 52% from the same period of 2022 with a 53% decrease in average realized prices (before
cash settlements on our derivatives) partially offset by slightly higher production volumes;
revenue from the sale of natural gas, NGLs and oil (including cash settlements on our derivatives) decreased 30% from the same period of 2022;
transportation, gathering, processing and compression expense per mcfe was $1.43 in 2023 compared to $1.61 in the same period of 2022 primarily due to
the impact of lower commodity prices;
direct operating expense per mcfe was $0.12 in 2023 compared to $0.11 in the same period of 2022 due to higher workover costs;
general and administrative expense per mcfe for 2023 decreased 5% from the same period of 2022 due to lower stock-based compensation;
interest expense per mcfe for 2023 decreased 24% from the same period of 2022 due to lower debt balances;
our DD&A rate per mcfe for 2023 decreased 2% from the same period of 2022;
drilled 47.4 net wells with a 100% success rate;
cash flow from operating activities for 2023 was 48% lower than the same period of 2022 due to lower commodity prices; and
our capital budget spending for 2023 was $613.6 million, which was within our initially announced range of $570.0 million to $615.0 million.
The year ended December 31, 2023 also included the following highlights to enhance our balance sheet, return capital to investors and preserve liquidity:
•
•
•
•
paid $77.2 million in dividends or $0.32 per share compared to $0.16 in 2022;
repurchased $19.0 million of our common stock compared to $399.7 million in 2022;
repurchased in the open market $61.6 million face value of our 4.875% senior notes due 2025 at a discount; and
enhanced liquidity with the accumulation of cash on hand of $212.0 million along with $1.3 billion available under our credit facility.
38
We generated $977.9 million of cash from operating activities in 2023, a decrease of $886.9 million from 2022 which reflects significantly lower realized prices
partially offset by lower comparative working capital outflows.
Acquisitions
During 2023, we invested $40.1 million to acquire unproved acreage compared to $28.7 million in 2022. We continue selective acreage leasing and lease renewals
to consolidate our acreage positions in the Marcellus Shale play in Pennsylvania.
2024 Outlook
As we enter 2024, we believe we are positioned for sustainable long-term success. For 2024, we expect our capital budget to be in the range of $620 million to
$670 million for natural gas, NGLs, crude oil and condensate related activities, excluding proved property acquisitions, for which we do not budget. 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 2024 capital budget to achieve production similar to our 2023 production. Our 2024 capital budget is focused on continuing to improve
corporate returns and generating free cash flow. We expect it to be funded with operating 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 2024 is
partially 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 2024.
Market Conditions
We believe we are positioned for sustainable long-term success. We continue to monitor the impact of the actions of OPEC and other large producing nations, the
Russia-Ukraine conflict, hostilities in the Middle East, global inventories of oil and gas, future monetary policy and governmental policies aimed at transitioning towards
lower carbon energy and we expect prices for some or all of the commodities we produce to remain volatile given the complex dynamics of supply and demand that exist in
the global market. In fourth quarter 2023, natural gas prices declined based on the relatively mild early days of winter and delays to a large liquefied natural gas export
project in-service date. Longer term natural gas futures prices have remained stronger based on market expectations that associated gas-related activity in oil basins and dry
gas basin activity will show modest rates of growth compared with the past due to infrastructure constraints, capital discipline and core inventory exhaustion. In addition,
the global energy crisis further highlighted the low cost and low emissions shale gas resource base in North America, supporting continued strong structural demand
growth for United States liquefied natural gas exports, domestic industrial gas demand and power generation. Other factors such as geopolitical disruptions, supply chain
disruptions, cost inflation, concerns over a potential economic recession and the pace and extent of tightening global monetary policy may impact the demand for oil,
natural gas and NGLs. We continue to assess and monitor the impact and consequences of these factors on our operations.
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. Recently, natural gas prices have decreased, when compared to December 2023, with the average NYMEX monthly settlement price
for natural gas decreasing to $2.49 per mcf for February 2024 with the recent mild winter weather. Crude oil prices have increased, when compared to December 2023, to
$73.86 per barrel in January 2024. The following table lists related benchmarks for natural gas, oil and NGLs composite prices for the years ended December 31, 2023 and
2022.
Benchmarks:
Average NYMEX prices
Natural gas (per mcf)
Oil (per bbl)
(a)
Mont Belvieu NGLs composite (per gallon)
(b)
Year Ended December 31,
2022
2023
$
$
$
2.75 $
77.54 $
0.56 $
6.64
94.90
0.90
(a)
(b)
Based on average of monthly last day settlement prices on the New York Mercantile Exchange ("NYMEX").
Based on our estimated NGLs product composition per barrel.
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.
39
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. In 2023, natural gas, NGLs and oil sales
decreased 52% from 2022 with a 53% decrease in realized prices (excluding cash settlements on our derivatives) partially offset by slightly higher production volumes. 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
2023
2022
Change
% Change
Year Ended December 31,
$
$
1,234,308
933,791
166,562
2,334,661
$
$
3,364,111 $
1,308,574
238,407
4,911,092 $
(2,129,803 )
(374,783 )
(71,845 )
(2,576,431 )
(63 %)
(29 %)
(30 %)
(52 %)
Production is maintained 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. 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)
(b)
Total (mcfe)
Average daily production
(a)
Natural gas (mcf)
NGLs (bbls)
Crude oil and condensate (bbls)
(b)
Total (mcfe)
2023
2022
Change
% Change
Year Ended December 31,
538,084,671
37,939,700
2,475,306
780,574,707
1,474,205
103,944
6,782
2,138,561
539,442,624
36,392,033
2,715,681
774,088,908
1,477,925
99,704
7,440
2,120,792
(1,357,953 )
1,547,667
(240,375 )
6,485,799
(3,720 )
4,240
(658 )
17,769
— %
4 %
(9 %)
1 %
— %
4 %
(9 %)
1 %
(a)
(b)
Represents volumes sold regardless of when produced.
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.
40
Our average realized price (including all derivative settlements and third-party transportation costs paid by Range) received during 2023 was $1.88 per mcfe
compared to $3.17 per mcfe in 2022. The majority of our production is sold at market-sensitive prices. Generally, if the related commodity index declines, the price we
receive for our production will also decline. 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 income. 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. Our
derivative settlements included in our realized price calculations do not include settlements of contingent consideration related to the sale of our North Louisiana properties.
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)
2023
2022
Change
% Change
Year Ended December 31,
$
$
$
$
2.29
24.61
67.29
2.99
$
2.77
24.61
62.77
3.31
$
1.68
10.80
62.43
1.88
$
$
$
6.24
35.96
87.79
6.34
4.16
35.62
57.39
4.78
2.90
20.08
57.39
3.17
(3.95 )
(11.35 )
(20.50 )
(3.35 )
(1.39 )
(11.01 )
5.38
(1.47 )
(1.22 )
(9.28 )
5.04
(1.29 )
(63 %)
(32 %)
(23 %)
(53 %)
(33 %)
(31 %)
9 %
(31 %)
(42 %)
(46 %)
9 %
(41 %)
(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 on basis hedging
Year Ended December 31,
2022
2023
$
$
(0.46 ) $
0.05 $
(0.40 )
0.11
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):
Natural gas
Price (per mcf)
Production (Mmcf)
Natural gas sales
2022
Year Ended December 31,
Price
Variance
Volume
Variance
2023
$
$
6.24
539,443
3,364,111
$
$
(3.95 ) $
—
(2,121,335 ) $
— $
(1,358 )
(8,468 ) $
2.29
538,085
1,234,308
41
NGLs
Price (per bbl)
Production (Mbbls)
NGLs sales
Crude oil
Price (per bbl)
Production (Mbbls)
Crude oil sales
Consolidated
Price (per mcfe)
Production (Mmcfe)
Total natural gas, NGLs and oil sales
2022
Year Ended December 31,
Price
Variance
Volume
Variance
2023
35.96
36,392
1,308,574
$
$
(11.35 ) $
—
(430,434 ) $
— $
1,548
55,651 $
24.61
37,940
933,791
Year Ended December 31,
Price
Variance
Volume
Variance
2023
2022
87.79
2,716
238,407
$
$
(20.50 ) $
—
(50,742 ) $
— $
(241 )
(21,103 ) $
67.29
2,475
166,562
$
$
$
$
2022
Year Ended December 31,
Price
Variance
Volume
Variance
2023
$
$
6.34
774,089
4,911,092
$
$
(3.35 ) $
—
(2,617,579 ) $
— $
6,486
41,148 $
2.99
780,575
2,334,661
Transportation, gathering, processing and compression expense was $1.1 billion in 2023 and $1.2 billion in 2022. These third-party costs are lower than the prior
year due to lower fuel and lower electricity costs along with the impact of lower NGLs prices which results in lower processing costs. 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:
Transportation, gathering, processing and compression
Natural gas
NGLs
Oil
Total
Natural gas (per mcf)
NGLs (per bbl)
Oil (per bbl)
Year Ended December 31,
2023
2022
Change
% Change
588,970 $
524,114
857
1,113,941 $
1.09 $
13.81 $
0.35 $
677,316 $
565,614
11
1,242,941 $
1.26 $
15.54 $
— $
(88,346 )
(41,500 )
846
(129,000 )
(0.17 )
(1.73 )
0.35
(13 %)
(7 %)
7,691 %
(10 %)
(13 %)
(11 %)
100 %
$
$
$
$
$
42
Derivative fair value income (loss) was a gain of $821.2 million in 2023 compared to a loss of $1.2 billion in 2022. 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, 2023, our commodity
derivative contracts were recorded at their fair value, which was a net derivative asset of $424.4 million, an increase of $563.0 million from the $138.6 million net
derivative liability recorded as of December 31, 2022. 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 $18.3 million as of December 31, 2023
compared to a net derivative asset of $521,000 as of December 31, 2022. The following table summarizes the impact of our commodity derivatives for the last two years
(in thousands):
Derivative fair value income (loss) per consolidated
statements of income
Non-cash fair value income (loss):
(1)
Natural gas derivatives
Oil derivatives
NGLs derivatives
Freight derivatives
Contingent consideration
Total non-cash fair value income (loss)
(1)
Net cash receipt (payment) on derivative settlements:
Natural gas derivatives
Oil derivatives
NGLs derivatives
Contingent consideration
Total net cash receipt (payment)
Year Ended December 31,
2023
2022
821,154 $
(1,188,506 )
557,419 $
23,301
—
—
(13,080 )
567,640 $
(2,392 )
14,783
2,931
(114 )
(13,560 )
1,648
256,693 $
(11,179 )
—
8,000
253,514 $
(1,119,940 )
(82,546 )
(12,168 )
24,500
(1,190,154 )
$
$
$
$
$
(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 income.
Brokered natural gas, marketing and other revenue was $218.6 million in 2023 compared to $424.2 million in 2022. We enter into purchase transactions with
third parties and separate sale transactions with third parties at different times to utilize available pipeline capacity and to fulfill sales commitments in the event of
operational upsets. The 2023 period includes $195.7 million of revenue from the sale of natural gas that is not related to our production (brokered) and $1.8 million of
revenue from the sale of NGLs that is not related to our production, the receipt of $5.1 million in make-whole payments and $5.9 million of interest income. The 2022
period includes $408.6 million of revenue from the brokered sale of natural gas and $2.8 million of revenue from the sale of NGLs that is not related to our production and
$2.5 million of interest income. These brokered revenues decreased compared to 2022 due to lower sales prices partially offset by higher brokered volumes.
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:
Direct operating expense
Taxes other than income expense
General and administrative expense
Interest expense
Depletion, depreciation and amortization expense
$
Year Ended December 31,
2023
2022
Change
0.12 $
0.03
0.21
0.16
0.45
43
0.11 $
0.05
0.22
0.21
0.46
0.01
(0.02 )
(0.01 )
(0.05 )
(0.01 )
%
Change
9 %
(40 %)
(5 %)
(24 %)
(2 %)
Direct operating expense was $96.1 million in 2023 compared to $84.3 million in 2022. Direct operating expenses include normally recurring expenses to operate
and produce our wells, non-recurring workover and repair-related expenses. On an absolute dollar basis, our direct operating expenses for 2023 increased 14% from the
prior year primarily due to higher water hauling/handling costs, higher labor costs and higher workover costs. We incurred $4.5 million of workover costs in 2023
compared to $3.0 million of workover costs in 2022.
On a per mcfe basis, operating expense for 2023 increased $0.01, or 9% from the same period of 2022, with the increase due to higher workover costs. 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:
2023
2022
Change
%
Change
Year Ended December 31,
Direct operating
Lease operating expense
Workovers
Stock-based compensation
Total direct operating expense
$
$
0.11 $
0.01
—
0.12 $
0.11 $
—
—
0.11 $
—
0.01
—
0.01
— %
100 %
— %
9 %
Taxes other than income expense was $23.7 million in 2023 compared to $35.4 million in 2022. This expense category is primarily the Pennsylvania impact fee. In
2012, 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, 2023 includes a $21.8 million impact fee compared to
$33.2 million in the year ended December 31, 2022, with the decrease primarily due to lower natural gas prices. This category also includes other taxes such as franchise,
real estate and commercial activity taxes. The following table summarizes taxes other than income per mcfe for the last two years:
Year Ended December 31,
2023
2022
Change
%
Change
Taxes other than income
Impact fee
Other
Total taxes other than income
$
$
0.03 $
—
0.03 $
0.04 $
0.01
0.05 $
(0.01 )
(0.01 )
(0.02 )
(25 %)
(100 %)
(40 %)
General and administrative expense was $164.7 million for 2023 compared to $168.1 million for 2022. The decrease in 2023, when compared to 2022, is primarily
due to lower stock-based compensation and lower legal expenses partially offset by higher salaries and benefit costs. As of December 31, 2023, the number of general and
administrative employees was the same when compared to December 31, 2022.
On a per mcfe basis, general and administrative expense for 2023 was 5% lower when compared to the same period of 2022 due to lower stock-based
compensation. 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
General and administrative
Stock-based compensation
Total general and administrative expense
$
$
Year Ended December 31,
2023
2022
Change
%
Change
0.16 $
0.05
0.21 $
44
0.16 $
0.06
0.22 $
—
(0.01 )
(0.01 )
— %
(17 %)
(5 %)
Interest expense was $124.0 million for 2023 compared to $165.1 million for 2022. The following table summarizes 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)
(a)
Includes commitment fees but excludes amortization of debt issue costs.
Year Ended December 31,
$
$
$
2023
2022
Change
0.01
0.14
0.01
0.16
$
$
0.01 $
0.19
0.01
0.21
$
—
(0.05 )
—
(0.05 )
1,821,940
$
6.5 %
2,510,107 $
6.25 %
(688,167 )
0.25 %
%
Change
— %
(26 %)
— %
(24 %)
(27 %)
4 %
On an absolute basis, the decrease in interest expense for 2023 from 2022 was primarily due to lower overall outstanding average debt balances. See Note 6 to our
consolidated financial statements for additional information. Average debt outstanding on the bank credit facility for 2023 was $8.0 million compared to $48.4 million for
2022 and the weighted average interest rate on the bank credit facility was 8.4% for 2023 compared to 4.1% in 2022.
Depletion, depreciation and amortization ("DD&A") was $350.2 million in 2023 compared to $353.4 million in 2022. The decrease in 2023 when compared to
2022 is due to a 2% decrease in depletion rates. On a per mcfe basis, DD&A decreased to $0.45 in 2023 compared to $0.46 in 2022. Depletion expense, the largest
component of DD&A, was $0.44 per mcfe in 2023 compared to $0.45 per mcfe in 2022. 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. The following
table summarizes DD&A expenses per mcfe for the last two years:
Year Ended December 31,
2023
2022
Change
%
Change
DD&A
Depletion and amortization
Accretion and other
Total DD&A expenses
$
$
0.44 $
0.01
0.45 $
0.45 $
0.01
0.46 $
(0.01 )
—
(0.01 )
(2 %)
— %
(2 %)
Other Operating 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, exit costs, deferred compensation plan and gain or loss on early
extinguishment of debt. 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
General and administrative expense
Total stock-based compensation
$
$
2023
2022
1,723 $
2,095
1,250
35,850
40,918 $
1,459
2,439
1,578
42,023
47,499
Stock-based compensation includes the amortization of restricted stock and performance-based grants.
45
Brokered natural gas and marketing expense was $202.9 million in 2023 compared to $427.0 million in 2022. We enter into purchase transactions with third
parties and separate sale transactions with third parties at different times to utilize available pipeline capacity and fulfill sales commitments in the event of operational
upsets. The decrease in these costs reflects lower purchase prices partially offset by higher purchased volumes. 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, 2023 (in thousands):
Brokered natural gas and marketing
Brokered natural gas sales
Brokered NGLs sales
Interest income
Other marketing revenue and other income
Brokered natural gas purchases and transportation
Brokered NGLs purchases
Other marketing expense
Net brokered natural gas and marketing margin
2023
2022
$
$
195,656 $
1,834
5,937
15,176
(191,659 )
(1,632 )
(9,593 )
15,719 $
408,584
2,783
2,538
10,312
(413,911 )
(2,808 )
(10,329 )
(2,831 )
Exploration expense was $26.5 million in 2023 compared to $26.8 million in 2022. Exploration expense in 2023 was lower when compared to the prior year with
lower delay rentals partially offset by higher seismic and 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):
Exploration
Seismic
Delay rentals and other
Personnel expense
Stock-based compensation expense
Total exploration expense
2023
2022
Change
%
Change
Year Ended December 31,
$
$
1,687 $
17,644
5,949
1,250
26,530 $
237
19,576
5,381
1,578
26,772
$
$
1,450
(1,932 )
568
(328 )
(242 )
612 %
(10 %)
11 %
(21 %)
(1 %)
Abandonment and impairment of unproved properties was $46.4 million in 2023 compared to $28.6 million in 2022. These costs increased when compared to the
same period of 2022 due to higher estimated lease expirations in Pennsylvania. 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.
Exit costs in 2023 were $99.9 million compared to $70.3 million in 2022. In August 2020, we completed the sale of our North Louisiana operations in a transaction
that included the retention of certain related gathering, transportation and processing obligations extending until 2030. The present value of these estimated future
obligations totaled $479.8 million which was recorded in third quarter 2020. In the twelve months ended December 31, 2023, we recorded $41.9 million accretion expense
related to these retained liabilities and in second quarter 2023, we recorded an adjustment of $37.8 million to increase this obligation for an increase in forecasted rates due
to inflation. In addition, in fourth quarter 2023, we recorded an additional $18.0 million adjustment to increase the obligation for a change to our forecasted drilling plans of
the buyer. In the twelve months ended December 31, 2022, we recorded $43.6 million accretion expense related to these retained liabilities and we recorded an adjustment
of $24.8 million to increase this obligation for a change in forecasted drilling plans of the buyer and other adjustments. The following table details our exit costs for the last
two years (in thousands):
Exit costs
Divestiture contract obligation (including accretion of discount)
Transportation contract capacity releases (including accretion of discount)
Total exit costs
46
Year Ended December 31,
2023
2022
$
$
99,595 $
345
99,940 $
69,758
579
70,337
Deferred compensation plan expense was $26.6 million in 2023 compared to $61.9 million in 2022. Our stock price increased to $30.44 at December 31, 2023
from $25.02 at December 31, 2022. 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 to eligible participants. The deferred compensation plan held 1.5 million vested shares at December 31,
2023 compared to 5.3 million shares at December 31, 2022.
Gain (loss) on early extinguishment of debt was a gain of $438,000 in 2023 compared to a loss of $69.5 million in 2022. In second quarter 2023, we purchased on
the open market $61.6 million principal amount of 4.875% senior notes due 2025 at a discount and recorded a gain of $438,000, net of transaction costs and the expensing
of deferred financing costs on the repurchased debt. In first quarter 2022, we announced a call for the redemption of $850.0 million of our outstanding 9.25% senior notes
due 2026 which were redeemed on February 1, 2022. The redemption price equaled 106.938% of par plus accrued and unpaid interest. We recognized a loss on early
extinguishment of debt of $69.2 million.
Income tax expense was $229.2 million in 2023 compared to $230.5 million in 2022. Income tax expense was the same as the prior year with lower operating
income offset by the impact of changes in our valuation allowances each year.
The following is a summary of income tax expense (in thousands):
Income tax expense
Current tax expense
Deferred income tax expense
Total income tax expense
Combined federal and state effective income tax rate
Year Ended December 31,
2023
2022
$
$
1,547
227,654
229,201
$
$
20.8 %
14,688
215,772
230,460
16.3 %
See Note 4 to our consolidated financial statements for further detail.
Management’s Discussion and Analysis of Financial Condition, Cash Flows, Capital Resources and Liquidity
Commodity prices are the most significant factor impacting our revenues, net income, operating cash flows, the amount of capital we invest in our business,
payment of dividends and funding of share repurchases. Commodity prices have been and are expected to remain volatile. Our top priorities for using cash provided by
operations are to fund our capital budget program, debt repayments and return capital to stockholders. We currently believe we have sufficient liquidity and capital
resources to execute our business plan for the foreseeable future and across a wide range of commodity price environments.
Cash Flows
The following table presents sources and uses of cash and cash equivalents for the last two years (in thousands):
2023
2022
Sources of cash and cash equivalents
Operating activities
Disposal of assets
Borrowing on credit facility
Issuance of new senior notes
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
Purchases of treasury stock
Dividends paid
Other
Total uses of cash and cash equivalents
$
$
$
$
977,892 $
872
185,000
—
124,722
1,288,486 $
(571,819 ) $
(34,410 )
(701 )
(204,000 )
(60,934 )
(19,042 )
(77,241 )
(108,572 )
(1,076,719 ) $
1,864,744
518
972,000
500,000
72,713
3,409,975
(456,505 )
(30,885 )
(682 )
(953,000 )
(1,659,422 )
(399,699 )
(38,638 )
(85,359 )
(3,624,190 )
47
Sources of Cash and Cash Equivalents
Cash flow from operating activities in 2023 was $977.9 million compared to $1.9 billion in 2022. Cash provided from operating activities is largely dependent
upon commodity prices and production volumes, net of the effects of settlement of our derivative contracts. The decrease in cash provided from operating activities in 2023
from 2022 reflects significantly lower realized prices partially offset by the impact of a favorable change in working capital outflow (the timing of cash receipts and
disbursements). As of December 31, 2023, we have hedged more than 45% of our projected total production for 2024 with more than 50% of our projected natural gas
production hedged. 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 2023 was an outflow of $121.1 million compared to an outflow of $169.3 million for 2022.
Uses of Cash and Cash Equivalents
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 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):
Appalachia
Change in capital expenditure accrual for proved properties
Change in other non-cash capital expenditures
Additions to natural gas and oil properties
2023
2022
$
$
571,607 $
1,204
(992 )
571,819 $
462,134
(4,116 )
(1,513 )
456,505
Repayment of senior notes for 2023 includes the repurchase of $61.6 million principal of our 4.875% senior notes due 2025, at a discount.
Purchases of treasury stock for 2023 include the repurchase of 715,000 shares of common stock for a total of $19.0 million as part of our previously announced
stock repurchase program.
Liquidity and Capital Resources
Our main sources of liquidity are cash, internally generated cash flow from operations, capital market transactions and our bank credit facility. At December 31,
2023, we had approximately $1.5 billion of liquidity consisting of cash on hand and availability under our bank credit facility.
Our liquidity requirements are supported by our cash on hand and our bank credit facility. We may draw on our bank credit facility to meet short-term cash
requirements or issue debt or equity securities through the shelf registration discussed below as part of our longer-term liquidity and capital management. We believe our
short-term and long-term liquidity is adequate to fund our current operations and our near-term and long-term funding requirements including our capital spending
programs, repayment of debt maturities and dividends. Although we expect cash flows to be sufficient to fund our expected 2024 capital program, we may elect to use the
bank credit facility or raise funds through new debt or equity offerings or from other sources of financing.
Bank Credit Facility
Our bank credit facility is secured by substantially all of our assets. In April 2022, we entered into an amended bank credit facility with a maturity date of April 14,
2027. As of December 31, 2023, we had no outstanding borrowings under our bank credit facility and we maintain a borrowing base of $3.0 billion and aggregate lender
commitments of $1.5 billion. We also have undrawn letters of credit of $173.4 million as of December 31, 2023 which reduce the borrowing capacity under our bank credit
facility.
The borrowing base is subject to regular, semi-annual redeterminations and is dependent on a number of factors but primarily the lender’s assessment of future cash
flows. The next scheduled borrowing base redetermination is during the spring of 2024. We currently must comply with certain financial and non-financial covenants,
including limiting dividend payments, debt incurrence and requirements that we maintain certain financial ratios (as defined in our bank credit agreement). We were in
compliance with all such covenants at December 31, 2023. See Note 6 to our consolidated financial statements for more information.
Capital Requirements
Our material cash requirements include the following contractual and other potential or expected obligations:
48
Capital Budget
Our approved capital budget for 2024 is $620 million to $670 million. The amount of our future capital expenditures will depend upon a number of factors
including our cash flows from operations, investing and financing activities, infrastructure availability, supply and demand fundamentals and our ability to execute our
development program. We periodically review our budget to assess changes in current and projected cash flows, debt requirements and other factors.
Long-Term Debt
As of December 31, 2023, we had $1.8 billion of total long-term debt outstanding. Our next significant long-term debt maturity is in the amount of $688.4 million
due 2025. Anticipated cash annual interest payments related to our fixed-rate debt, based on the amount outstanding at December 31, 2023, is $23.8 million on our 4.75%
senior notes, $33.6 million on our 4.875% senior notes and $49.5 million on our 8.25% senior notes.
Stock Repurchase Program
Our total remaining share repurchase authorization was approximately $1.1 billion at December 31, 2023.
Other Sources of Liquidity
We have a universal shelf registration statement filed with the SEC under which we, as a "well-known seasoned issuer" for purposes of SEC rules, have the ability
to sell an indeterminate amount of various types of debt and equity securities.
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, 2023, 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, 2023, we had a total of $173.4 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, 2023. In addition
to the contractual obligations listed in the table below, our consolidated balance sheet at December 31, 2023 reflects accrued interest payable on our bank debt of $41,000,
which is payable in first quarter 2024.
The following summarizes our contractual financial obligations at December 31, 2023 and their future maturities. We expect to fund these contractual obligations
with cash generated from operating activities, and, if necessary, borrowings under our bank credit facility or other sources (in thousands):
Debt:
(a)
Bank debt due 2027
4.875% senior notes due 2025
8.25% senior notes due 2029
4.75% senior notes due 2030
Other obligations:
Operating leases
Software licenses and other
Derivative obligations
Transportation and gathering commitments
Asset retirement obligation liability
Total contractual obligations
(d)
(b)
(e)
(c)
2024
2025
Payment due by period
2027
and 2028
2026
Thereafter
Total
$
$
$
—
—
—
—
— $
688,388
—
—
— $
—
—
—
— $
—
—
—
— $
—
600,000
500,000
13,119
2,117
222
801,694
2,395
819,547
$
7,921
576
107
730,907
38
1,427,937 $
6,866
279
—
670,692
—
677,837 $
2,698
16
—
616,260
—
618,974 $
29
—
—
3,070,613
114,996
4,285,638 $
—
688,388
600,000
500,000
—
30,633
2,988
329
5,890,166
117,429
7,829,933
(a)
(b)
(c)
(d)
(e)
We had no outstanding balance as of the end of the year.
Derivative obligations represent net liabilities determined in accordance with master netting arrangements for commodity derivatives that were valued as of December 31, 2023. Our
derivatives are measured and recorded at fair value and are subject to market and credit risk. The ultimate liquidation value will be dependent upon actual future commodity prices which
may differ materially from the inputs used to determine fair value as of December 31, 2023. See Note 8 to our consolidated financial statements.
The obligations above represent our minimum financial commitments pursuant to the terms of these contracts. Our actual expenditures may exceed these minimum commitments.
The amount above represents the discounted values. There are inherent uncertainties surrounding the obligations and the actual amount and timing may differ from our estimates. See
Note 7 to our consolidated financial statements.
This table excludes the liability for the deferred compensation plans since these obligations will be funded with existing plan assets and does not include obligations to taxing authorities.
49
We have also entered into an additional agreement which modifies existing contracts that are included in the cash contractual obligation table above but is
contingent on additional facility construction and is expected to begin in 2024 with a twelve-year term and adds to our ability to efficiently flow production volumes. The
revised agreement covers volumes of 650,000 mcf per day but declines in the last five years of the contract ending at 300,000 mcf per day.
Not included in the table above is our estimate of accrued contractual obligations related to certain obligations retained by us after our divestiture of our North
Louisiana assets in 2020. These contractual obligations are related to gathering, processing and transportation agreements including certain minimum volume
commitments. There are inherent uncertainties surrounding the retained obligation and, as a result, the determination of the accrued obligation required significant
judgment and estimation. The actual settlement amount and timing may differ from our estimates. See also Note 13 and Note 14 to our consolidated financial statements.
As of December 31, 2023, the carrying value of this obligation was $397.4 million (discounted) and is included in divestiture contract obligation in our consolidated
balance sheets. As of December 31, 2023, our estimated settlement of this retained obligation based on a discounted value is as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
$
$
Year Ended
December 31,
86,762
77,418
61,805
52,622
48,116
70,727
397,450
Income Taxes
We are subject to income and non-income-based taxes under federal, state and local jurisdictions in which we operate. Historically, we have generated and carried
forward net operating losses ("NOL") in amounts sufficient to offset all our taxable income at the federal level. To the extent we utilize all or substantially all of our federal
NOL carryovers, we expect to begin to make federal income tax payments. In addition, the Inflation Reduction Act of 2022 could trigger minimum income taxes if we
become subject to the corporate alternative minimum tax where we may have to make estimated federal income tax payments. We currently pay state income taxes in the
Commonwealth of Pennsylvania. See Note 4 to our consolidated financial statements for more information.
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 revisions
Reserve extensions, discoveries and additions
Production
End of year
Proved Developed Reserves:
Beginning of year
End of year
Year End December 31,
2023
2022
(Mmcfe)
18,077,656
608,784
207,260
(780,575 )
18,113,125
10,933,180
11,535,852
17,775,484
(591,983 )
1,668,244
(774,089 )
18,077,656
10,417,887
10,933,180
Our proved reserves at year-end 2023 were 18.1 Tcfe which were slightly higher than year-end 2022. Natural gas comprised approximately 64% of our proved
reserves at year-end 2023.
Reserve Revisions and Additions. Revisions of previous estimates of a positive 608.8 Bcfe includes a positive revision of 280.2 Bcfe for previously undeveloped
properties reclassified from non-proved properties due to their addition to our five-year development plan and positive performance revisions of 701.4 Bcfe due to
improved well performance and longer lateral lengths partially offset by negative pricing revisions and 370.6 Bcfe reclassified to unproved for previously planned wells not
to be drilled within the original five-year development horizon. We added 207.3 Bcfe of proved reserves from drilling activities and evaluation of proved areas in
50
Pennsylvania. Our ethane reserves are intended to match volumes delivered under our existing long-term, extendable contracts along with meeting pipeline specifications.
During 2022, we added 1.7 Tcfe of proved reserves from drilling activities and evaluation of proved areas in Pennsylvania. Approximately 77% of the 2022 reserve
additions are attributable to natural gas. Our ethane reserves are intended to match volumes delivered under our existing long-term, extendable contracts. Revisions of
previous estimates of a negative 592.0 Bcfe includes 1.4 Tcfe reserves reclassified to unproved because of previously planned wells not expected to be drilled within the
original five year development horizon significantly offset by favorable pricing revisions, positive performance revisions of 72.8 Bcfe and 716.2 Bcfe for previously proved
undeveloped properties as they were added back to our five-year development plan. Wells reclassified to unproved during the year are the result of the out-performance of
existing wells which resulted in a higher utilization of in-field gathering capacity and a reallocation of capital due to the drilling of longer laterals on existing locations.
Future Net Cash Flows. At December 31, 2023, the present value (discounted at 10%) of estimated future net cash flows from our proved reserves was $7.9 billion.
The present value of our estimated future net cash flows at December 31, 2022 was $29.6 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, 2023, the after-tax
present value of estimated future net cash flows from our proved reserves was $6.8 billion compared to $24.5 billion at December 31, 2022.
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.
Delivery Commitments
We have various volume delivery commitments that are related to our Marcellus Shale properties. 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, 2023, our delivery commitments through 2037 were as follows:
Year Ending
December 31,
2024
2025
2026
2027
2028
2029
2030
2031
2032 - 2037
Natural Gas
(mmbtu per day)
302,404
282,493
200,548
100,000
100,000
100,000
-
-
-
Ethane and Propane
(bbls per day)
70,000
54,932
50,000
46,233
45,000
33,444
30,000
16,575
10,000 (each year)
Other
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. We also regularly provide letters of
credit in the normal course of business under certain contracts that may be drawn if we fail to perform under those contracts.
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.
51
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 (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 96% of our reserves in both 2023 and 2022. Historical
variances between our reserve estimates and the aggregate estimates of our consultants have been approximately 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.
Reserves are based on the weighted average of commodity prices during the 12-month period, using the closing prices on the first day of each month, as defined by
the SEC. When determining the December 31, 2023 proved reserves for each property, benchmark prices are adjusted using price differentials that account for property-
specific quality and location differences. If prices in the future average below prices used to determine reserves at December 31, 2023, it could have an adverse effect on
our estimates of proved reserves. It is difficult to estimate the magnitude of any potential price change and the effect on proved reserves due to numerous factors (including
commodity prices and performance revisions).
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, 2023, we estimate that a 1% change in proved reserves would increase or decrease 2024 depletion expense
52
by approximately $3.0 million (based on current production estimates). We currently expect our DD&A rate to be approximately $0.44 per mcfe in 2024. 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 15 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 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 do 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.
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 9 to the consolidated financial statements for disclosures regarding our
fair value measurements.
The need to test long-lived assets for impairment can be based on several indicators, including reductions in commodity prices, reductions to our capital budget,
unfavorable adjustments to reserves, significant changes in the expected timing of production, other changes to contracts or changes in the regulatory environment in which
a property is located. Valuation methods used to measure fair value may require significant management judgement and estimates to derive the inputs necessary to
determine fair value.
Whenever changes in facts and circumstances indicate that the carrying value of our long-lived assets may not be recoverable, we perform an impairment
evaluation. For purposes of this 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. As of December 31, 2023, our estimated undiscounted cash flows relating to our
long-lived assets significantly exceeded their carrying values.
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. 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
53
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 record all derivative instruments at fair value. Fair value measurements are based on observable market-based inputs that are corroborated by market data and
are discussed more fully in Note 8 to our consolidated financial statements and in Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Exit Cost Estimates
Our consolidated balance sheets include accrued exit cost obligations related to retained gathering, processing and transportation contracts associated with
divestiture of our North Louisiana assets during 2020. Inherent in the initial fair value calculation of these exit costs were numerous assumptions and judgments including
the ultimate amounts to be paid, the credit-adjusted discount rates, the development plans of the buyer and our probability weighted forecast of those drilling plans, market
conditions and the ultimate usage by the buyer of each facility included in the agreement. A significant portion of this obligation is a gas processing agreement that includes
a deficiency payment if the minimum volume commitment is not met and we must assess the likelihood and amount of production volumes flowing to this facility. In
addition, our agreement includes additional transportation agreements that are based on contractual rates applied to a minimum volume usage. We have made significant
judgments and estimates regarding the timing and amount of these liabilities. We based our initial fair value estimate on assumptions we believed to be reasonable and
likely to occur. We have continued to refine our forecast of the buyer's development plans since the divestiture. Changes in other assumptions, such as the estimate of
production volumes flowing to certain processing facilities, could result in a higher liability. If we assume the flow of production volumes was held flat through the end of
the contract, the liability could increase by approximately $9.1 million. If the forecasted inflation rates were to increase or decrease in the amount of 1%, the difference in
the liability would be $9.4 million. We continue to regularly monitor our estimates and in the future may be required to adjust our estimates based on facts and
circumstances. See Note 13 and Note 14 to our consolidated financial statements for a further discussion of these costs.
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 to be recorded involve interpretation of complex tax laws. Our effective tax rate is subject to variability as a result of
factors other than changes in federal and state tax rates and/or changes in tax laws which could affect us. Our effective rate is also affected by changes in the allocation of
revenue among states.
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 potential realization of deferred tax assets, management must consider whether it is more likely than not (a likelihood of more than 50%) that some
portion or all of the deferred tax assets will 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, new legislation 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. 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. See Note 4 to our consolidated financial statements for additional information.
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.
54
Accounting Standards Not Yet Adopted
None that are expected to have a material impact.
55
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 diverse sales locations and 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 prices affect us more than oil prices because approximately 64% of our December 31, 2023 proved reserves were natural gas compared to 2% of proved reserves were
oil. In addition, a portion of our NGLs, which are 34% of proved reserves, are also impacted by changes in oil prices. At times, we are also exposed to market risks related
to changes in interest rates. These risks did not change materially from December 31, 2022 to December 31, 2023.
We believe NGLs prices are somewhat seasonal, particularly for propane. Therefore, the relationship 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.
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. We cannot ensure that these facilities will remain available. If we are not able to sell ethane under at least one of our
agreements, we may be required to curtail production or, as we have done in the past, purchase or divert natural gas to blend with our rich residue gas.
56
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. Our program may also include a three-way collar which is a
combination of three options: a sold call, a purchased put and a sold put. The sold call establishes the ceiling price while the purchased put establishes the floor price until
the market price for the commodity falls below the sold put stock price at which price the value of the purchased put is effectively capped. We have also entered into
natural gas derivative instruments containing a fixed price swap and a sold option (which we refer to as a swaption). At December 31, 2023, our derivatives program
includes swaps, collars, three-way-collars and swaptions. These contracts expire monthly through December 2026. Their fair value, represented by the estimated amount
that would be realized upon immediate liquidation as of December 31, 2023, approximated a net derivative asset of $424.4 million compared to a net derivative liability of
$138.6 million at December 31, 2022. This change is primarily related to changes in futures prices for natural gas and oil, the settlements of derivative contracts during
2023 and the new commodity derivative contracts we entered into during 2023 for 2024, 2025 and 2026. At December 31, 2023, the following commodity derivative
contracts were outstanding, excluding our basis swaps which is separately discussed below:
Period
Contract Type
Volume Hedged
Weighted Average Hedge Price
Swap
Sold Put
Floor
Ceiling
(a)
Natural Gas
2024
2024
2024
2025
2025
2026
Crude Oil
January-September 2024
January-September 2024
(a)
Swaps
Collars
Three-way Collars
Swaps
Three-way Collars
Swaps
304,973 Mmbtu/day
436,694 Mmbtu/day
93,511 Mmbtu/day
400,000 Mmbtu/day
30,000 Mmbtu/day
60,000 Mmbtu/day
Swaps
Collars
4,000 bbls/day
832 bbls/day
$
4.01
$
$
$
$
2.50 $
3.50 $
3.40 $
$
4.12
$
2.70 $
4.00 $
5.63
4.15
5.00
4.15
80.25
$
80.00 $
90.12
Fair Market
Value
(in thousands)
$
$
$
$
$
$
$
$
146,481
150,456
20,935
85,495
4,471
6,489
9,115
2,084
We sold natural gas swaptions of 40,000 Mmbtu/day for calendar year 2026 at a weighted average price of $4.11/Mmbtu that expire June 2024. The fair value of these swaptions at
December 31, 2023 was a net derivative liability of $1.2 million.
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 derivative contracts 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
2026, was a net derivative asset of $18.3 million at December 31, 2023 and the volumes are for 313,453,000 Mmbtu.
Commodity Sensitivity Analysis
The following table shows the fair value of our derivative contracts and the hypothetical change in fair value that would result from a 10% and a 25% change in
commodity prices at December 31, 2023. 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):
Swaps
Collars
Three-way collars
Swaptions
Basis swaps
Hypothetical Change In Fair Value
Increase in
Commodity Price of
Decrease in
Commodity Price of
Fair Value
10%
25%
10%
25%
$
$
247,580
152,540
25,406
(1,161 )
18,277
(91,637 ) $
(32,701 )
(7,245 )
(2,419 )
21,317
(229,092 ) $
(75,366 )
(18,954 )
(8,887 )
53,293
91,637 $
35,426
5,817
935
(21,317 )
229,091
92,944
11,781
1,156
(53,292 )
57
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, 2023, our derivative counterparties include fourteen financial institutions, of which all but six 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.
Interest Rate Risk
At December 31, 2023, we had total debt of $1.8 billion. All of our outstanding debt is based on fixed interest rates and, as a result, we do not have significant
exposure to movements in market interest rates at this time. Our credit facility provides for variable interest rate borrowings; however, we did not have any borrowings
outstanding as of December 31, 2023. See Note 6 to our consolidated financial statements for more information about our senior notes.
The fair value of our senior debt is based on December 31, 2023 quoted market prices. The following table presents information on these fair values (in thousands):
Fixed rate debt:
Senior Notes due 2025
(The interest rate is fixed at a rate of 4.875%)
Senior Notes due 2029
(The interest rate is fixed at a rate of 8.25%)
Senior Notes due 2030
(The interest rate is fixed at a rate of 4.75%)
58
Carrying
Value
Fair
Value
$
688,388 $
679,363
600,000
624,816
500,000
463,085
$
1,788,388 $
1,767,264
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RANGE RESOURCES CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management’s Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm PCAOB Firm ID: 00042
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
F-1
Page
Number
F–2
F–3
F–6
F–7
F–8
F–9
F–10
F–11
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Stockholders of Range Resources Corporation:
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13(a)-15(f) under
the Securities Exchange Act of 1934, as amended). 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 the internal controls may become inadequate because of changes in conditions or because 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, 2023. 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, 2023, our internal control over financial reporting was effective based on those criteria.
Ernst and Young LLP, our independent registered public accounting firm, audited our financial statements included in this annual report and has issued an
attestation report on our internal control over financial reporting as of December 31, 2023. Their report appears on the following page.
By:
/s/ DENNIS L. DEGNER
Dennis L. Degner
Chief Executive Officer and President
By:
/s/ MARK S. SCUCCHI
Mark S. Scucchi
Executive Vice President and Chief Financial Officer
Fort Worth, Texas
February 21, 2024
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, 2023, 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, 2023, 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
the Company as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income (loss), stockholders’ equity and cash flows for
each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 21, 2024 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 21, 2024
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, 2023 and 2022, the related
consolidated statements of income, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023,
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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2023, 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, 2023, 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 21, 2024 expressed an unqualified opinion thereon.
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 Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts
or disclosures to which it relates.
Depletion, depreciation, and amortization of proved natural gas and oil properties
Description of the
Matter
At December 31, 2023, the net book value of the Company’s proved natural gas and oil properties totaled $5.3 billion and depletion, depreciation
and amortization expense ("DD&A") was $350.2 million for the year then ended. As described in Note 2 to the consolidated financial statements,
the Company follows the successful efforts method of accounting for its natural gas and oil producing activities. Under this method, 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 oil and gas reserves are prepared using standard geological and engineering methods generally recognized in the petroleum industry based
on evaluations of estimated in-place hydrocarbon volumes using financial and non-financial inputs. Judgment is required by the Company's
petroleum engineering staff in interpreting the data used to estimate reserves. Estimating proved natural gas and oil reserves requires the selection
and evaluation of inputs, including historical production, natural gas and oil price assumptions, and future operating and capital cost assumptions,
among others. Because of the complexity involved in estimating natural gas and oil reserves, management used independent petroleum
consultants to audit the proved reserve estimates prepared by the Company’s petroleum engineering staff as of December 31, 2023.
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.
We obtained an understanding, evaluated the design and tested the operating effectiveness of the internal controls that address the risks of
material misstatement relating to the DD&A calculation, including controls over the completeness and accuracy of the financial data used in
estimating proved natural gas and oil reserves.
How We
Addressed the
Matter in Our
Audit
Our testing of the Company's DD&A calculation included, among other procedures 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. On a sample basis, we tested the completeness and accuracy of the financial data
used in the estimation of proved natural gas and oil reserves by agreeing significant inputs to source documentation, where applicable, and
assessing the inputs for reasonableness based on our review of corroborative evidence and consideration of any contrary evidence. Additionally,
we performed analytic procedures on select inputs into the natural gas and oil reserve estimate as well as look back procedures on the output.
Finally, we tested that the DD&A calculation is based on the appropriate proved natural gas and oil reserve amounts from the Company's reserve
report.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Fort Worth, Texas
February 21, 2024
F-5
RANGE RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
December 31,
2023
2022
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of $308 and $314
Contingent consideration receivable
Derivative assets
Prepaid 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
Deferred compensation liabilities
Accrued interest
Derivative liabilities
Divestiture contract obligation
Total current liabilities
Bank debt
Senior notes
Deferred tax liabilities
Derivative liabilities
Deferred compensation liabilities
Operating lease liabilities
Asset retirement obligations and other liabilities
Divestiture contract obligation
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, 265,756,369 issued
at December 31, 2023 and 262,887,265 issued at December 31, 2022
Common stock held in treasury, at cost, 24,716,065 shares at December 31, 2023 and
24,001,535 shares at December 31, 2022
Additional paid-in capital
Accumulated other comprehensive gain
Retained deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
211,974
274,669
8,000
341,330
18,159
15,992
870,124
101,641
11,225,482
(5,107,801 )
6,117,681
72,639
(70,943 )
1,696
23,821
88,922
7,203,885
$
$
110,134 $
2,395
302,163
44,149
37,261
222
86,762
583,086
—
1,774,229
561,288
107
72,976
16,064
119,896
310,688
3,438,334
—
2,658
(448,681 )
5,879,705
647
(1,668,778 )
3,765,551
7,203,885 $
207
481,050
24,500
925
20,795
12,110
539,587
40,990
10,655,879
(4,765,475 )
5,890,404
74,638
(72,204 )
2,434
84,070
68,077
6,625,562
206,738
4,570
442,922
89,334
39,138
151,417
86,546
1,020,665
9,509
1,832,451
333,571
15,495
99,907
20,903
112,981
304,074
3,749,556
—
2,629
(429,659 )
5,764,970
467
(2,462,401 )
2,876,006
6,625,562
The accompanying notes are an integral part of these consolidated financial statements.
F-6
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(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
Taxes other than income
Brokered natural gas and marketing
Exploration
Abandonment and impairment of unproved properties
General and administrative
Exit costs
Deferred compensation plan
Interest
(Gain) loss on early extinguishment of debt
Depletion, depreciation and amortization
Gain on the sale of assets
Total costs and expenses
Income before income taxes
Income tax expense (benefit):
Current
Deferred
Net income
Net income per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
$
$
$
$
Year Ended December 31,
2023
2022
2021
$
2,334,661
821,154
218,603
3,374,418
4,911,092 $
(1,188,506 )
424,217
4,146,803
96,085
1,113,941
23,726
202,884
26,530
46,359
164,740
99,940
26,593
124,004
(438 )
350,165
(454 )
2,274,075
84,286
1,242,941
35,367
427,048
26,772
28,608
168,085
70,337
61,880
165,145
69,493
353,420
(409 )
2,732,973
3,215,027
(650,216 )
365,412
2,930,223
75,287
1,174,469
30,648
367,288
23,555
7,206
168,435
21,661
68,351
227,336
98
364,555
(701 )
2,528,188
1,100,343
1,413,830
402,035
1,547
227,654
229,201
14,688
215,772
230,460
7,984
(17,727 )
(9,743 )
871,142
$
1,183,370 $
411,778
3.61
3.57
$
$
4.79 $
4.69 $
1.65
1.61
236,986
239,837
240,858
246,379
242,862
249,314
The accompanying notes are an integral part of these consolidated financial statements.
F-7
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Other comprehensive loss:
Postretirement benefits:
Actuarial (loss) gain
Prior service cost
Amortization of prior service costs
Income tax expense
Total comprehensive income
Year Ended December 31,
2023
2022
2021
871,142
$
1,183,370 $
411,778
(12 )
296
(41 )
(63 )
871,322
$
482
—
292
(157 )
1,183,987 $
62
—
369
(102 )
412,107
$
$
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 income
Adjustments to reconcile net income to net cash provided from
operating activities:
Deferred income tax expense (benefit)
Depletion, depreciation and amortization and impairment of proved properties
Abandonment and impairment of unproved properties
Derivative fair value (income) loss
Cash settlements on derivative financial instruments
Divestiture contract obligation
Allowance for bad debt
Amortization of deferred financing costs and other
Deferred and stock-based compensation
Gain on the sale of assets
(Gain) loss on early extinguishment of debt
Changes in working capital:
Accounts receivable
Prepaid 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 used in investing activities
Financing activities:
Borrowings on credit facilities
Repayments on credit facilities
Issuance of senior notes
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 financing activities
Increase (decrease) 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,
2023
2022
2021
$
871,142
$
1,183,370 $
411,778
227,654
350,165
46,359
(821,154 )
253,514
99,595
—
4,735
67,849
(454 )
(438 )
223,081
(1,285 )
(77,057 )
(265,814 )
977,892
(571,819 )
(701 )
(34,410 )
872
(45,168 )
49,521
(601,705 )
185,000
(204,000 )
—
(60,934 )
(77,241 )
(19,042 )
—
(39,481 )
(23,923 )
75,201
(164,420 )
211,767
207
211,974
$
$
215,772
353,420
28,608
1,188,506
(1,190,154 )
69,766
(250 )
7,959
107,959
(409 )
69,493
(3,286 )
(18,438 )
17,077
(164,649 )
1,864,744
(456,505 )
(682 )
(30,885 )
518
(43,691 )
41,413
(489,832 )
972,000
(953,000 )
500,000
(1,659,422 )
(38,638 )
(399,699 )
(16,176 )
(25,492 )
9,071
22,229
(1,589,127 )
(214,215 )
214,422
207 $
(17,727 )
364,555
7,206
650,216
(520,013 )
20,340
200
8,347
110,356
(701 )
98
(250,538 )
(1,140 )
39,231
(29,260 )
792,948
(393,478 )
(1,231 )
(23,962 )
303
(30,806 )
31,295
(417,879 )
1,434,000
(2,136,000 )
600,000
(63,324 )
—
—
(8,854 )
(9,299 )
16,493
5,879
(161,105 )
213,964
458
214,422
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)
Common stock
Shares
Par value
Treasury
shares
Common
stock
held in
treasury
Additional
paid-in
capital
Accumulated
other
comprehensive
income (loss)
256,354
3,429
$
13
—
—
—
—
259,796
3,089
2
—
—
—
—
—
—
262,887
2,863
6
—
—
—
—
—
—
265,756
$
2,563
35
—
—
—
—
—
2,598
31
—
—
—
—
—
—
—
2,629
29
—
—
—
—
—
—
—
2,658
10,006
—
$
(30,132 ) $ 5,684,268
6,998
—
$
—
—
(3 )
—
—
10,003
—
—
—
—
(1 )
14,000
—
—
24,002
—
—
—
—
(1 )
715
—
—
24,716
—
—
125
—
—
(30,007 )
—
—
—
—
47
(399,699 )
—
—
(429,659 )
—
148
28,988
(125 )
—
—
5,720,277
13,529
78
31,133
—
(47 )
—
—
—
5,764,970
78,050
—
—
—
20
(19,042 )
—
—
278
36,427
—
(20 )
—
—
—
(448,681 ) $ 5,879,705
$
$
(479 )
—
—
—
—
329
—
(150 )
—
—
—
—
—
—
617
—
467
—
—
—
—
—
—
180
—
647
Retained
deficit
(4,018,685 ) $
$
—
Total
1,637,535
7,033
(148 )
—
—
—
411,778
(3,607,055 )
—
(78 )
—
(38,638 )
—
—
—
1,183,370
(2,462,401 )
—
(278 )
—
(77,241 )
—
—
—
871,142
(1,668,778 ) $
—
28,988
—
329
411,778
2,085,663
13,560
—
31,133
(38,638 )
—
(399,699 )
617
1,183,370
2,876,006
78,079
—
36,427
(77,241 )
—
(19,042 )
180
871,142
3,765,551
$
Balance as of December 31, 2020
Issuance of common stock
Issuance of common stock upon
vesting of PSUs
Stock-based compensation expense
Treasury stock issuance
Other comprehensive income
Net income
Balance as of December 31, 2021
Issuance of common stock
Issuance of common stock upon
vesting of PSUs
Stock-based compensation expense
Cash dividends paid ($0.16 per share)
Treasury stock issuance
Treasury stock repurchased
Other comprehensive income
Net income
Balance as of December 31, 2022
Issuance of common stock
Issuance of common stock upon
vesting of PSUs
Stock-based compensation expense
Cash dividends paid ($0.32 per share)
Treasury stock issuance
Treasury stock repurchased
Other comprehensive income
Net income
Balance as of December 31, 2023
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 engaged in the exploration, development and acquisition of natural gas and oil properties in the Appalachian region of the United States. Our
objective is to build stockholder value through returns-focused development of natural gas properties. 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 generally accepted accounting principles ("U.S.
GAAP") and include the accounts of all of our subsidiaries. All material intercompany balances and transactions have been eliminated.
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.
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 15 for further detail.
Other items subject to estimates and assumptions include the carrying amounts of property, plant and equipment, valuation of certain derivative instruments, exit
cost liabilities 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. We consider our gathering, processing and marketing
functions as integral to our natural gas, crude oil and condensate producing activities. 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 measure financial performance as a single enterprise and not on an area-
by-area basis. All of our operating revenues, income from operations and assets are generated and located in the United States.
Revenue Recognition and Accounts Receivable
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
below for a more detailed summary of our product types.
Natural Gas and NGLs Sales. Under some of 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 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 other 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
F-11
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 utilize 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. Proceeds generated from the sale of excess firm transportation to third parties is also included here when we are
determined to no longer be the primary obligor of such arrangement. Our net brokered margin was income of $4.2 million in 2023 compared to a loss of $5.4 million in
2022 and income of $1.1 million in 2021. Interest income included here was $5.9 million in 2023 compared to $2.5 million in 2022 and $243,000 in 2021.
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. Each
reporting period, we assess the recoverability of material receivables using historical data and current market conditions. The loss given default method is used when, based
on management’s judgment, an allowance for expected credit losses is accrued on material receivables to reflect the net amount to be collected. 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 regularly review collectability and establish or adjust our allowance as necessary. We have allowances for doubtful accounts
relating to exploration and production receivables of $308,000 at December 31, 2023 compared to $314,000 at December 31, 2022. We recorded no bad debt expense in the
year ended December 31, 2023 compared to a reduction of $250,000 in the year ended December 31, 2022 and expense of $200,000 in the year ended December 31, 2021.
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.
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 acquire mineral interests in
natural gas and oil properties, to drill exploratory wells that find proved reserves and to drill development wells are capitalized. 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.
F-12
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.
Impairments. Our proved natural gas and oil properties are reviewed for impairment of value whenever events or changes in circumstances indicate the carrying
value of an asset may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the
carrying value of the asset, an impairment loss is recognized based on the fair value of the asset. 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. Natural gas and oil
properties deemed to be impaired are written down to their fair value, as determined by discounted future net cash flows or, if available, comparable market value.
We evaluate our unproved property investment periodically for impairment. The majority of these costs generally relate to the acquisition of leasehold costs. 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 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. Unproved properties had a net book value of $789.9 million as of December 31, 2023 compared to $800.6 million in
2022. We have recorded abandonment and impairment expense related to unproved properties of $46.4 million in the year ended December 31, 2023 compared to $28.6
million in 2022 and $7.2 million in 2021.
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.
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 $1.5 million in the year ended December 31, 2023 compared to $2.2 million in the year ended December 31, 2022 and $2.4 million in the year ended
December 31, 2021.
Leases
We determine if an arrangement is a lease at the inception of the arrangement. We lease certain drilling or completion equipment, office space, field equipment,
vehicles and other equipment under cancelable and non-cancelable leases to support our operations. Certain of our lease agreements include lease and non-lease
components. We account for these components as a single lease. Lease costs associated with drilling and completion equipment are capitalized as part of well costs.
Lease right-of-use ("ROU") assets and liabilities are initially recorded on the lease commencement date based on the present value of lease payments over the lease
term. As most of our lease contracts do not provide an implicit discount rate, we use our incremental borrowing rate which is determined based on information available at
the commencement date of a lease. Leases may include renewal, purchase or termination options that can extend or shorten the term of the lease. The exercise of those
options is at our discretion and is evaluated at inception and throughout the contract to determine if a modification of the lease term is required. Leases with a term of 12
months or less are not recorded as a right-of-use asset and liability. The majority of our leases are classified as either short-term or long-term operating leases.
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 contractual basis.
Other Assets
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.
F-13
Other assets at December 31, 2023 include $72.0 million of marketable securities held in our deferred compensation plan, $7.3 million of deferred financing costs
related to our bank credit facility and $9.7 million of investments and other. Other assets at December 31, 2022 included $57.7 million of marketable securities held in our
deferred compensation plan and $10.4 million of investments and other.
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 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 10.
Derivative Financial Instruments
All of our commodity 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 important.
Among these benefits are more consistent returns on invested capital and better access to bank and other capital markets, 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. All unsettled commodity 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, which in an event of default, allows us to offset payables to and receivables from the defaulting
counterparty. 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 derivative instruments 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 income. Certain of our
commodity derivatives are swaps where we receive a fixed price for our production and pay market prices to the counterparty. We have collars which establish a minimum
floor price and a predetermined ceiling price. Our program may also include a three-way collar which is a combination of three options: a sold call, a purchased put and a
sold put. The sold call establishes the ceiling price while the purchased put establishes the floor price until the market price for the commodity falls below the sold put stock
price at which time the value of the purchased put is effectively capped. We have also entered into natural gas derivative instruments containing a fixed price swap and a
sold option (which we refer to as a swaption). We 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. For additional information regarding our derivative instruments, see Note 8.
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. We did
not materially modify any existing derivative contracts in 2023, 2022 or 2021.
Concentrations of Credit Risk
As of December 31, 2023, 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 customers’
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.
F-14
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 may also limit the level of exposure with any single
counterparty. We do not anticipate a material impact on our financial results due to non-performance by third parties.
For the year ended December 31, 2023, we had one customer that accounted for 10% or more of natural gas, NGLs and oil sales compared to no such customers for
the year ended December 31, 2022 and one customer for the year ended December 31, 2021. 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. 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 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, 2023, our derivative counterparties included fourteen financial institutions and commodity traders, of which all but six are secured lenders in our
bank credit facility. At December 31, 2023, our net derivative asset includes a payable to one counterparty not included in our bank credit facility totaling $329,000 and a
receivable from the remaining five counterparties of $26.4 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. Historically, we have not
experienced any issues of non-performance by derivative counterparties. 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 ("ARO") 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 properties and include costs to dismantle and relocate or dispose of production
platforms, 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, federal and state regulatory requirements, inflation rates and credit-adjusted-
risk-free interest rates. 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 7 for additional information.
Exit Costs
We recognize the fair value of a liability for an exit cost in the period in which a liability is incurred. The recognition and fair value estimation of an exit cost
liability requires that management take into account certain estimates and assumptions. Fair value estimates are based on future discounted cash outflows required to satisfy
the obligation. In periods subsequent to initial measurement, changes to an exit cost liability, including changes resulting from revisions to either the timing or the amount
of estimated cash flows over the future contract period, are recognized as an adjustment to the liability in the period of the change utilizing the initial discount rate. These
costs, including associated accretion expense, are included in exit costs in the accompanying consolidated statements of income. See Note 14 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 13 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.
F-15
Deferred Taxes
Deferred tax assets and liabilities, measured by the enacted tax rates, 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 whether we are in a cumulative loss position in recent years, our reversal of temporary differences and 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 in the accompanying
consolidated 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.
Adoption of New Accounting Standards
There have not been any new standards issued we consider material to our accounting or disclosures. There are no issued but pending standards expected to have a
material impact on our consolidated financial statements.
(3) 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 and condensate sales
Total natural gas, NGLs and oil sales
Sales of purchased natural gas
Sales of purchased NGLs
Interest income
Other marketing revenue and other income
Total
Year Ended December 31,
2023
2022
2021
1,234,308 $
933,791
166,562
2,334,661
195,656
1,834
5,937
15,176
2,553,264 $
3,364,111 $
1,308,574
238,407
4,911,092
408,584
2,783
2,538
10,312
5,335,309 $
1,896,231
1,135,826
182,970
3,215,027
342,431
6,925
243
15,813
3,580,439
$
$
Performance Obligations and Contract Balance
A significant number of our product sales are short-term in nature with a contract term of one year or less. We typically satisfy our performance obligation upon
transfer of control and record revenue in the month production is delivered to the purchaser. Settlement statements for certain gas and NGLs sales may be received 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 three years ended December 31, 2023, 2022 and 2021, revenue recognized in the reporting period related to performance
obligations satisfied in prior reporting periods was not material. 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 $263.9 million at December 31, 2023 compared to $463.3 million at December 31, 2022.
F-16
(4) Income Taxes
Our income tax expense was $229.2 million for the year ended December 31, 2023 compared to expense of $230.5 million in 2022 and a benefit of $9.7 million in
2021. The effective income tax rate is influenced by a variety of factors including geographic sources and relative magnitude of these sources of income. Reconciliation
between the statutory federal income tax rate and our effective income tax rate is as follows:
Federal statutory tax rate
State, net of federal benefit
Equity compensation and executive compensation disallowance
Valuation allowances
Permanent differences and other
Consolidated effective tax rate
Year Ended December 31,
2023
2022
2021
21.0 %
(0.1 )
(0.3 )
0.2
—
20.8 %
21.0 %
1.0
0.2
(5.5 )
(0.4 )
16.3 %
21.0 %
0.6
2.6
(26.8 )
0.2
(2.4 ) %
Income tax expense (benefit) attributable to income before income taxes consists of the following (in thousands):
Current
Federal
State
Deferred
Federal
State
Income tax expense (benefit)
Year Ended December 31,
2023
2022
2021
$
$
$
$
—
1,547
1,547
230,563
(2,909 )
227,654
229,201
$
$
$
$
— $
14,688
14,688 $
245,839 $
(30,067 )
215,772
230,460
$
—
7,984
7,984
6,297
(24,024 )
(17,727 )
(9,743 )
Significant components of deferred tax assets and liabilities are as follows (in thousands):
December 31,
2023
2022
Deferred tax assets:
Net operating loss carryforward
Divestiture contract obligation
Deferred compensation
Equity compensation
Asset retirement obligations
Interest expense carryforward
Lease right-of-use liabilities
Unrealized mark-to-market loss
Other
Valuation allowances:
Federal
State, net of federal benefit
Total deferred tax assets
Deferred tax liabilities:
Depreciation and depletion
Unrealized mark-to-market gain
Lease right-of-use assets
Other
Total deferred tax liabilities
Net deferred tax liability
538,340 $
107,067
17,342
6,767
25,614
19,861
6,023
—
16,396
(23,396 )
(172,001 )
542,013
(998,886 )
(96,545 )
(5,184 )
(2,686 )
(1,103,301 )
(561,288 )
$
581,349
105,227
25,733
4,813
24,113
16,118
19,395
30,307
16,922
(21,320 )
(171,423 )
631,234
(935,710 )
—
(18,440 )
(10,655 )
(964,805 )
(333,571 )
$
$
F-17
At December 31, 2023, deferred tax liabilities exceeded deferred tax assets by $561.3 million. As of December 31, 2023, we have a state valuation allowance of
$172.0 million related to state tax attributes in Louisiana, Oklahoma, Pennsylvania, Texas and West Virginia. As of December 31, 2023, we have federal valuation
allowances of $23.4 million primarily related to our federal basis differences. The net change in our deferred tax asset valuation allowances was an increase of $2.7 million
for the year ended December 31, 2023 compared to a reduction in our valuation allowances of $78.3 million in 2022 and a reduction of $108.0 million in 2021. We
continue to evaluate the realizability of our federal and state deferred tax assets.
At December 31, 2023, we had federal NOL carryforwards of $1.8 billion. This includes $157.5 million that expires in 2037 and also includes $1.7 billion of NOL
carryforwards generated after 2017 that do not expire. We have state NOL carryforwards in Pennsylvania of $811.1 million that expire between 2031 and 2042 and in
Louisiana, we have state NOL carryforwards of $1.6 billion that do not expire. We file a consolidated tax return 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 2020 and after and we are subject to various state tax examinations for years 2019 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 material accrued interest or penalties related to tax amounts as of December 31, 2023 or December 31, 2022.
Throughout 2023, 2022 and 2021, our unrecognized tax benefits were not material.
On July 12, 2022, the Commonwealth of Pennsylvania enacted legislation to reduce the corporate net income tax rate from 9.99% to 8.99% in 2023 and continues
to reduce that rate by 0.5% per year beginning in 2024, with the rate becoming 4.99% in 2031 and each year thereafter.
(5) Net Income 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 or 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 income as reported
Participating basic earnings
(a)
Basic net income attributed to common stockholders
Reallocation of participating earnings
(a)
Diluted net income attributed to common stockholders
Net income per common share:
Basic
Diluted
2023
Year Ended December 31,
2022
2021
871,142 $
(14,971 )
856,171
159
1,183,370 $
(28,578 )
1,154,792
614
856,330
$
1,155,406
$
3.61 $
3.57 $
4.79 $
4.69 $
411,778
(10,795 )
400,983
272
401,255
1.65
1.61
$
$
$
$
(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.
The following table details basic weighted average common shares outstanding and diluted weighted average common shares outstanding (in thousands):
Denominator:
Weighted average common shares outstanding – basic
Effect of dilutive securities
Weighted average common shares outstanding – diluted
Year Ended December 31,
2023
2022
2021
236,986
2,851
239,837
240,858
5,521
246,379
242,862
6,452
249,314
F-18
Weighted average common shares outstanding – basic excludes 4.1 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 ended December 31, 2023 compared to 6.1 million shares for the period ended December 31,
2022 and 6.5 million shares for the period ended December 31, 2021. Equity grants of 3,000 for the year ended December 31, 2023 compared to 5,000 shares for the year
ended December 31, 2022 and 18,000 shares for the year ended December 31, 2021 were outstanding but not included in the computation of diluted net income because the
grant prices were greater than the average market price of the common shares and would be anti-dilutive to the computations.
(6) Indebtedness
We had the following debt outstanding as of the dates shown below. The expenses of issuing debt are generally capitalized and included as a reduction to debt in the
accompanying consolidated balance sheets. For December 31, 2023, deferred financing costs for our bank credit facility are included in other assets in the accompanying
consolidated balance sheet. 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 in the three-year period ended December 31, 2023. The components of our
debt outstanding, including the effects of debt issuance costs, is as follows (in thousands):
Bank debt
Senior notes
4.875% senior notes due 2025
8.25% senior notes due 2029
4.75% senior notes due 2030
Total senior notes
Total debt
Unamortized debt issuance costs
Total debt (net of debt issuance costs)
December 31,
2023
2022
— $
19,000
688,388
600,000
500,000
1,788,388
1,788,388
(14,159 )
1,774,229
$
750,000
600,000
500,000
1,850,000
1,869,000
(27,040 )
1,841,960
$
$
Bank Debt
In April 2022, we entered into an amended and restated revolving bank facility, which we refer to as our bank debt or our bank credit facility, and is secured by
substantially all of our assets and has a maturity date of April 14, 2027. The bank credit facility provides for a maximum facility amount of $4.0 billion and an initial
borrowing base of $3.0 billion. The bank credit facility provides for a borrowing base subject to redeterminations and for event-driven unscheduled redeterminations. Our
current bank group is composed of seventeen financial institutions. 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. 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 0.75% to 1.75% or at the secured overnight financing rate ("SOFR", as defined in the bank credit agreement) plus a spread ranging
from 1.75% to 2.75%. 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 SOFR loans to ABR loans or to convert all or any part of our ABR loans to SOFR loans. The weighted average interest rate was 8.4% for the year ended December 31,
2023 compared to 4.1% for the year ended December 31, 2022 and 2.1% for the year ended December 31, 2021. A commitment fee is paid on the undrawn balance based
on an annual rate of 0.375% to 0.50%. At December 31, 2023, the commitment fee was 0.375%, the interest rate margin was 0.75% on our ABR loans and 1.75% on our
SOFR loans.
On December 31, 2023, bank commitments totaled $1.5 billion and we had no outstanding borrowings under our bank credit facility. Additionally, we had $173.4
million of undrawn letters of credit leaving $1.3 billion of committed borrowing capacity available under the facility. As part of our redetermination completed in
September 2023, our borrowing base was reaffirmed for $3.0 billion and our bank commitment was also reaffirmed at $1.5 billion.
Senior Note Redemptions
If we experience a change of control, noteholders may require us to repurchase all or a portion of our senior notes at 101% of the principal amount plus accrued and
unpaid interest, if any. We currently intend to retire our outstanding long-term debt as it matures, is callable or when market conditions are favorable to repurchase in the
open market.
In 2023, we repurchased in the open market $61.6 million principal amount of our 4.875% senior notes due 2025 at a discount. We recognized a gain on early
extinguishment of debt of $438,000, net of the remaining deferred financing costs on the repurchased debt. Although we have no obligation to do so, we may continue,
from time-to-time, to retire our outstanding debt through privately negotiated transactions, open market repurchases, redemptions or otherwise.
F-19
In January 2024, we repurchased in the open market $8.7 million aggregate to principal amount of our 4.875% senior notes due 2025 at a discount.
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 and our bank credit facility are full and unconditional
and joint and several, subject to certain customary release provisions. The assets, liabilities and results of operations of Range and our guarantor subsidiaries are not
materially different than our consolidated financial statements. 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. We are required to maintain a ratio of debt-
to-EBITDAX (as defined in the credit agreement) of less than 3.75x and a minimum current ratio (as defined in the credit agreement) of 1.0x. We were in compliance with
applicable covenants under the bank credit facility at December 31, 2023. The following is the principal maturity schedule for our long-term debt outstanding as of
December 31, 2023 (in thousands):
2024
2025
2026
2027
2028
Thereafter
Year Ended
December 31,
—
688,388
—
—
—
1,100,000
1,788,388
$
$
(7) Asset Retirement Obligations
ARO primarily represents 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, 2023 and 2022 (in thousands):
Beginning of period
Liabilities incurred
Liabilities settled
Accretion expense
Change in estimate
End of period
Less current portion
Long-term asset retirement obligations
Year Ended December 31,
2023
2022
109,851 $
2,047
(3,039 )
6,000
2,570
117,429
(2,395 )
115,034 $
95,836
2,589
(10,650 )
6,569
15,507
109,851
(4,570 )
105,281
$
$
Accretion expense is recognized as an increase to depreciation, depletion and amortization expense in the accompanying consolidated statements of income.
F-20
(8) 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 swaps 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), approximated a net derivative asset
of $424.4 million at December 31, 2023. These contracts expire monthly through December 2026. The following table sets forth the derivative volumes by year as of
December 31, 2023, excluding our basis swaps which are discussed separately below:
Period
Contract Type
Volume Hedged
Weighted Average Hedge Price
Swap
Sold Put
Floor
Ceiling
(a)
Natural Gas
2024
2024
2024
2025
2025
2026
Crude Oil
January-September 2024
January-September 2024
Swaps
Collars
Three-way Collars
Swaps
Three-way Collars
Swaps
304,973 Mmbtu/day
436,694 Mmbtu/day
93,511 Mmbtu/day
400,000 Mmbtu/day
30,000 Mmbtu/day
60,000 Mmbtu/day
Swaps
Collars
4,000 bbls/day
832 bbls/day
$
$
$
$
4.01
$
4.12
$
4.15
80.25
$
2.50 $
3.50 $
3.40 $
2.70 $
4.00 $
5.63
4.15
5.00
$
80.00 $
90.12
(a)
We also sold natural gas swaptions of 40,000 Mmbtu/day for calendar year 2026 at a weighted average price of $4.11/Mmbtu that expire June 2024.
Basis Swap Contracts
In addition to the commodity derivatives described above, at December 31, 2023, 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 2026 and include a total volume of 313,453,000
Mmbtu. The fair value of these contracts was a net derivative asset of $18.3 million on December 31, 2023.
Derivative Assets and Liabilities
The combined fair value of derivatives included in the accompanying consolidated balance sheets as of December 31, 2023 and 2022 is summarized below (in
thousands). As of December 31, 2023, we are conducting derivative activities with fourteen counterparties, of which all but six 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.
Derivative assets:
Natural gas
Crude oil
–swaps
–swaptions
–collars
–three-way collars
–basis swaps
–swaps
–collars
Gross Amounts of
Recognized Assets
December 31, 2023
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
Assets Presented
in the Balance Sheet
$
$
238,465
—
150,456
25,406
26,852
9,115
2,084
452,378
$
$
F-21
—
(1,161 )
—
—
(8,246 )
—
—
(9,407 )
$
$
238,465
(1,161 )
150,456
25,406
18,606
9,115
2,084
442,971
Derivative (liabilities):
Natural gas
–swaptions
–basis swaps
Derivative assets:
Natural gas
–swaps
–collars
–three-way collars
–basis swaps
–collars
Crude oil
Divestiture contingent consideration
Derivative (liabilities):
Natural gas
Crude oil
–swaps
–collars
–three-way collars
–basis swaps
–swaps
Gross Amounts of
Recognized (Liabilities)
December 31, 2023
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
(Liabilities) Presented
in the Balance Sheet
$
$
(1,161 ) $
(8,575 )
(9,736 ) $
1,161 $
8,246
9,407 $
—
(329 )
(329 )
December 31, 2022
Gross Amounts of
Recognized Assets
Gross Amounts Offset
in the Balance Sheet
Net Amounts of
Assets Presented in
the Balance Sheet
$
$
$
$
19,438
54,222
12,424
25,493
1,807
13,080
126,464
$
$
(6,236 ) $
(45,452 )
(12,424 )
(20,437 )
—
—
(84,549 ) $
13,202
8,770
—
5,056
1,807
13,080
41,915
Gross Amounts of
Recognized (Liabilities)
December 31, 2022
Gross Amounts
Offset in the
Balance Sheet
Net Amounts of
(Liabilities) Presented
in the Balance Sheet
(115,374 )
(72,866 )
(24,341 )
(24,972 )
(13,908 )
(251,461 )
$
$
6,236 $
45,452
12,424
20,437
—
84,549 $
(109,138 )
(27,414 )
(11,917 )
(4,535 )
(13,908 )
(166,912 )
The effects of our derivatives on our consolidated statements of income for the last three years are summarized below (in thousands).
Derivative Fair Value Income (Loss)
2023
2022
2021
Year Ended December 31,
Commodity swaps
Swaptions
Collars
Three-way collars
Basis swaps
Calls
Freight swaps
Divestiture contingent consideration
Total
$
$
434,836 $
(1,161 )
260,630
88,096
43,833
—
—
(5,080 )
821,154 $
F-22
(713,122 ) $
11,149
(302,364 )
(235,335 )
41,622
(1,363 )
(33 )
10,940
(1,188,506 ) $
(466,203 )
(1,346 )
(117,612 )
(137,443 )
33,691
(836 )
(647 )
40,180
(650,216 )
(9) 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 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):
Trading securities held in the deferred
compensation plans
Derivatives
–swaps
–collars
–three-way collars
–basis swaps
–swaptions
Fair Value Measurements at December 31, 2023 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,
2023
$
71,989
—
—
—
—
—
$
— $
247,580
152,540
25,406
18,277
—
— $
—
—
—
—
(1,161 )
71,989
247,580
152,540
25,406
18,277
(1,161 )
F-23
Trading securities held in the deferred
compensation plans
Derivatives
–swaps
–collars
–three-way collars
–basis swaps
Divestiture contingent consideration
Fair Value Measurements at December 31, 2022 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,
2022
$
$
57,717
—
—
—
—
—
— $
(109,844 )
(16,837 )
(11,917 )
521
13,080
— $
—
—
—
—
—
57,717
(109,844 )
(16,837 )
(11,917 )
521
13,080
Our trading securities in Level 1 are exchange-traded and measured at fair value with a market approach using December 31, 2023 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.
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 but will also utilize unobservable pricing inputs that are significant to overall value. As of December 31, 2023, a portion of our natural gas instruments
contain swaptions where the counterparty has the right, but not the obligation, to enter into a fixed price swap on a pre-determined date. If exercised, the swaption contract
becomes a swap treated consistently with our fixed-price swaps. At December 31, 2023, we used a weighted average implied volatility of 18% for 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):
Balance at December 31, 2022
Additions
Settlements
Transfers out of Level 3
Balance at December 31, 2023
Year Ended
December 31,
2023
—
(1,161 )
—
—
(1,161 )
$
$
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 or losses are included in deferred compensation plan expense in the accompanying consolidated statements of income. For
the year ended December 31, 2023, interest and dividends were $1.6 million and mark-to-market was a gain of $7.8 million. For the year ended December 31, 2022,
interest and dividends were $1.1 million and mark-to-market was a loss of $14.2 million. For the year ended December 31, 2021, interest and dividends were $951,000 and
mark-to-market was a gain of $3.0 million.
Fair Values-Non-recurring
Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value
adjustments in certain circumstances. Our proved natural gas and oil properties are reviewed for impairment periodically as events or changes in circumstances indicate the
carrying amount may not be recoverable. There were no proved property impairment charges for the three-year period ended December 31, 2023.
F-24
Fair Values-Reported
The following table presents the carrying amounts and the fair values of our financial instruments as of December 31, 2023 and 2022 (in thousands):
Assets:
Commodity swaps, collars and basis swaps
Divestiture contingent consideration
Marketable securities
(a)
(Liabilities):
Commodity swaps, collars and basis swaps
(b)
Bank credit facility
4.875% senior notes due 2025
(b)
8.25% senior notes due 2029
4.75% senior notes due 2030
(c)
Deferred compensation plan
(b)
(b)
December 31, 2023
December 31, 2022
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
$
442,971 $
442,971 $
—
71,989
(329 )
—
(688,388 )
(600,000 )
(500,000 )
(117,125 )
—
71,989
(329 )
—
(679,363 )
(624,816 )
(463,085 )
(117,125 )
28,835 $
13,080
57,717
(166,912 )
(19,000 )
(750,000 )
(600,000 )
(500,000 )
(189,241 )
28,835
13,080
57,717
(166,912 )
(19,000 )
(714,870 )
(618,312 )
(442,350 )
(189,241 )
(a)
(b)
(c)
Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges and are updated based on end of period closing prices which is a
Level 1 input.
The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior notes is based on end of period market quotes which are
Level 2 inputs.
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. Non-financial liabilities initially measured at fair value
include asset retirement obligations, operating lease liabilities and the divestiture contract obligation that we incurred in conjunction with the sale of our North Louisiana
assets.
(10) Stock-Based Compensation Plans
Description of the Plans
We have two active equity-based stock plans, our Amended and Restated 2005 Equity-Based Compensation Plan, which we refer to as the 2005 Plan and the
Amended and Restated 2019 Equity-Based Compensation Plan, which we refer to as the 2019 Plan. Under these plans, the Compensation Committee of the board of
directors may grant, various 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.
Total Stock-Based Compensation Expense
Stock-based compensation represents amortization of restricted stock and performance units. Unlike the other forms of stock-based compensation, the mark-to-
market adjustment of the liability related to the vested restricted stock held in our deferred compensation plan is directly tied to the change in our stock price and not
directly related to the functional expenses and therefore, is not allocated to the financial categories. The following details the allocation of stock-based compensation that is
allocated to functional expense categories for each of the years in the three-year period ended December 31, 2023 (in thousands):
Direct operating expense
Brokered natural gas and marketing expense
Exploration expense
General and administrative expense
Total stock-based compensation
$
$
2023
2022
2021
1,723 $
2,095
1,250
35,850
40,918 $
1,459 $
2,439
1,578
42,023
47,499 $
1,310
1,794
1,507
39,673
44,284
In 2023, we recorded an additional tax benefit of an estimated $10.6 million for the tax effect of financial accounting expense compared to the corporate income tax
deduction for equity compensation that vested during the year compared to additional tax benefit of $7.2 million in 2022 and additional tax benefit of $340,000 in 2021.
F-25
Stock-Based Awards
Restricted Stock Awards. We grant restricted stock units and restricted stock under our equity-based stock compensation plans to our employees, which we refer to
as restricted stock Equity Awards. The restricted stock units generally vest over a three-year period and are contingent on the recipient’s continued employment. Beginning
in 2023, we began granting restricted stock (that was previously placed in our deferred compensation plan) that vests at the end of a three-year period for employee grants
and at the end of a one-year period for non-employee directors. Vesting is also based upon the employee's continued employment with us. Prior to vesting, recipients of
restricted stock typically earn dividends payable in cash upon vesting but they have no voting rights prior to vesting.
The Compensation Committee has granted restricted stock to certain employees and non-employee directors of the board of directors as part of their compensation.
Upon grant of these restricted shares, which we refer to as restricted stock Liability Awards, these shares were placed in our deferred compensation plan and, upon vesting,
withdrawals are allowed in either cash or in stock. Compensation expense is recognized over the balance of the vesting period, which is typically at the end of three years
for employee grants and at the end of a one-year period for non-employee directors. All Liability Awards were 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, Liability Awards recipients have the right to vote such stock and receive
dividends thereon. 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 income.
Stock-Based Performance Awards - (PSUs). We grant two types of performance share awards: one based on performance conditions measured against internal
performance metrics and one based on market conditions measured based on Range’s performance relative to a predetermined peer group ("TSR Awards").
Each unit granted represents one share of our common stock. These units are settled in stock and the amount of the payout is based on the vesting percentage,
which can range from zero to 200%, and (1) the internal performance metrics achieved, which is determined by the Compensation Committee and (2) for our TSR Awards,
the value of our common stock on the vesting date compared to our peers. Dividend equivalents accrue during the performance period and are paid in stock at the end of
the performance period. The performance period is three years.
Restricted Stock – Equity Awards
In 2023, we granted 1.6 million restricted stock Equity Awards to employees which generally vest over a three-year period compared to 1.4 million in 2022 and 2.3
million in 2021. We recorded compensation expense for these outstanding awards of $31.6 million in the year ended December 31, 2023 compared to $21.0 million in 2022
and $19.6 million in 2021. The vesting date fair value of restricted stock Equity Awards which vested during 2023, 2022 and 2021 was $31.9 million, $20.3 million and
$17.6 million. The weighted average grant date fair value of these Equity Awards was $22.82, $14.44 and $7.39 for awards unvested at December 31, 2023, 2022 and
2021. As of December 31, 2023, there was $31.2 million of unrecognized compensation related to Equity Awards expected to be recognized over a weighted average
period of 1.7 years. These awards are not issued until such time as they are vested and the grantees do not have the option to receive cash.
Restricted Stock – Liability Awards
In 2023, we granted 13,000 shares of restricted stock Liability Awards as compensation to employees at a grant date fair value of $25.61 which generally vest at the
end of a three-year period and 8,000 shares were granted to non-employee directors, at an average grant date fair value of $25.07 with vesting at the end of one year. In
2022, we granted 603,000 shares of restricted stock liability awards as compensation to employees at an average grant date value of $20.44 with vesting generally at the
end of a three-year period and 47,000 shares were granted to non-employee directors at an average grant date fair value of $27.52 with vesting at the end of one year. In
2021, we granted 1.2 million shares of restricted stock liability awards of compensation to employees at an average grant date value of $9.31 with vesting generally at the
end of a three year period and 102,000 shares were granted to non-employee directors at an average grant date fair value $12.49 with vesting at the end of one year. In
2023, the number of shares granted into our deferred compensation plan was reduced in favor of restricted stock Equity Awards. We recorded compensation expense for
these restricted stock Liability Awards of $4.0 million in the year ended December 31, 2023 compared to $13.6 million in 2022 and $11.4 million in 2021. The vesting date
fair value of these Liability Awards vested during 2023, 2022 and 2021 was $4.3 million, $13.2 million and $12.1 million. The weighted average grant date fair value of
these Liability Awards was $19.44, $14.71 and $6.49 for awards unvested at December 31, 2023, 2022 and 2021. As of December 31, 2023, there was $1.0 million of
unrecognized compensation related to restricted stock Liability Awards expected to be recognized over a weighted average period of less than one year. 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 income (see additional discussion below). The proceeds received from the sale of stock held in our
deferred compensation plan were $75.2 million in 2023 compared to $22.2 million in 2022 and $5.9 million in 2021.
F-26
Stock-Based Performance Awards
Internal Performance Metric Awards. These awards vest at the end of the three-year performance period. The performance metrics are set by the Compensation
Committee. If the performance metric for the applicable period is not met, that portion is considered forfeited and there is an adjustment to the expense recorded.
Internal performance metric awards granted in 2023 and 2022 are earned based on:
•
•
Net debt (total debt less cash on hand balance); and
GHG emissions intensity.
Internal performance metric awards granted in 2021 are earned based on:
•
•
Debt/EBITDAX (earnings before interest, taxes, depreciation and amortization and exploration expense); and
GHG emissions intensity.
In 2023, we granted 81,000 units as compensation to employees at a grant date fair value of $24.08 which vest at the end of a three-year period compared to
153,000 units at a grant date fair value of $20.38 in 2022 and 303,000 units at a grant date fair value of $9.81 in 2021. We recorded compensation expense for these awards
of $2.2 million in the year ended December 31, 2023 compared to $6.2 million in the year ended December 31, 2022 and $6.6 million in the year ended December 31,
2021. As of December 31, 2023, there was $1.7 million of unrecognized compensation related to these internal performance metric awards to be recognized over a
weighted average period of 1.9 years.
TSR awards. These awards 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 awards 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 awards granted during the years ended December 31, 2023, 2022 and 2021:
Risk-free interest rate
Expected annual volatility
Grant date fair value per unit
2023
Year Ended December 31,
2022
2021
3.8 %
61 %
30.37 $
1.4 %
68 %
27.90 $
0.2 %
75 %
12.58
$
In 2023, we granted 64,000 units as compensation to employees which vest at the end of a three-year period compared to 112,000 in 2022 and 224,000 in 2021. We
recorded TSR award compensation expense of $1.7 million in the year ended December 31, 2023 compared to $3.2 million in the year ended December 31, 2022 and $2.6
million in the year ended December 31, 2021. As of December 31, 2023, there was $1.7 million of unrecognized compensation related to these TSR awards to be
recognized over a weighted average period of 1.9 years.
The following is a summary of the activity for our restricted stock and performance awards for the year ended December 31, 2023:
Restricted Stock
Equity Awards
Restricted Stock
Liability Awards
Stock-Based
Performance Awards
Shares
$
1,736,688
1,629,816
$
(1,863,153 ) $
(29,546 ) $
1,473,805
$
Weighted
Average Grant
Date Fair Value
14.44
25.11
17.10
17.73
22.82
Shares
379,633 $
21,170 $
(307,687 ) $
— $
93,116 $
Weighted
Average Grant
Date Fair Value
Number
(a)
of Units
Weighted
Average Grant
Date Fair Value
14.71
25.41
14.01
—
19.44
1,950,632 $
145,747 $
(1,158,797 ) $
— $
937,582 $
9.02
26.86
4.80
—
17.01
Outstanding at December 31, 2022
Granted
Vested
Forfeited
Outstanding at December 31, 2023
(a)
Amounts granted reflect performance units initially granted. The actual payout will be between zero and 200% depending on achievement of either total stockholder return ranking
compared to our peers at the vesting date or on the achievement of internal performance targets.
F-27
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 2023, we contributed $5.2 million to the 401(k) Plan compared to $4.8 million in
2022 and $4.6 million in 2021. 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 at the end of 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 income. 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 loss of $26.6 million in 2023 compared to a loss of $61.9 million in 2022 and a loss of $68.4 million in 2021. The Rabbi
Trust held 1.6 million shares (1.5 million of vested shares) of Range stock at December 31, 2023 compared to 5.6 million (5.3 million of vested shares) at December 31,
2022.
(11) 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 2022:
Beginning balance
Restricted stock grants
Restricted stock units vested
Performance stock units vested
Performance stock dividends
Treasury shares
Ending balance
Year Ended December 31,
2023
238,885,730
50,238
1,755,345
1,057,245
6,276
(714,530 )
241,040,304
2022
249,792,908
671,303
1,827,625
590,940
1,843
(13,998,889 )
238,885,730
Common Stock Dividends
In January 2020, we announced that the board of directors had suspended our common stock dividend. The quarterly cash dividend was reinstated by our board of
directors in third quarter 2022. 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 deems
relevant. Our bank credit facility allows for the payment of common dividends, with certain limitations, as described in the facility agreement.
Stock Repurchase Program
In October 2019, the board of directors approved a stock repurchase program which was increased in size in 2022. Under this program, we may repurchase shares
of our common stock in open market transactions, from time to time, in accordance with applicable SEC rules and federal securities laws. In 2023, we repurchased 715,000
shares at an aggregate value of $19.0 million. As of December 31, 2023, we have approximately $1.1 billion of remaining authorization under this program. The following
is a schedule of the change in treasury shares since the beginning of 2022:
Beginning balance
Rabbi trust shares distributed and/or sold
F-28
Year Ended December 31,
2023
24,001,535
(470 )
2022
10,002,646
(1,111 )
Shares repurchased
Ending balance
715,000
24,716,065
14,000,000
24,001,535
(12) Supplemental Cash Flow Information
Net cash provided from operating activities included:
Income taxes paid to taxing authorities
Interest paid
Non-cash investing and financing activities included:
Asset retirement costs capitalized, net
Increase (decrease) in accrued capital expenditures
(13) Commitments and Contingencies
Litigation
2023
Year Ended December 31,
2022
(in thousands)
2021
$
$
(2,200 ) $
(120,631 )
(20,335 ) $
(193,732 )
(7,061 )
(196,750 )
$
4,616
4,403
18,096 $
1,966
18,634
(4,505 )
We are the subject of, or party to, a number of pending or threatened legal actions and administrative proceedings or investigations 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 establish reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes 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,
2023 and 2022, liabilities for remediation were not material. We are not aware of any environmental claims existing as of December 31, 2023 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. We believe that substantially all of our competitors must comply with similar environmental laws and
regulations.
Obligations Following Divestitures
Certain contractual obligations were retained by us after our divestiture of our North Louisiana assets in 2020. These obligations are primarily related to gathering,
processing and transportation agreements including certain minimum volume commitments. For additional information see Note 14.
Lease Commitments
The components of our total lease expense for the two years ended December 31, 2023, the majority of which is included as part of natural gas and oil properties on
our consolidated balance sheets, are as follows (in thousands):
Operating lease cost
Variable lease expense
Short-term lease expense
Sublease income
(1)
(2)
Total lease expense
Short-term lease costs
(3)
Year Ended December 31,
2022
2023
70,781 $
25,529
708
—
97,018 $
37,873
22,082
1,807
(137 )
61,625
14,032 $
17,285
$
$
$
Variable lease payments that are not dependent on an index or rate and are not included in the lease liability or ROU assets.
Short-term lease expense represents expense related to leases with a contract term of one year or less and are not included in our ROU assets or lease liability in our consolidated balance
sheets.
F-29
(1)
(2)
(3)
These short-term lease costs are related to leases with a contract term of one year or less, the majority of which are related to drilling rigs which 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.
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
Year Ended December 31,
2023
2022
$
$
71,669 $
7,421 $
37,457
78,574
Supplemental balance sheet information related to our operating leases is included in the table below (in thousands):
Operating lease ROU assets
Accrued liabilities – current
Operating lease liabilities – long-term
Year Ended December 31,
2023
2022
$
$
$
23,821 $
(11,584 ) $
(16,064 ) $
84,070
(67,493 )
(20,903 )
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
Year Ended December 31,
2023
2.9 years
7%
2022
2.0 years
6%
Our lease liabilities with enforceable contract terms that are greater than one year mature as follows (in thousands):
2024
2025
2026
2027
2028
Total lease payments
Less effects of discounting
Total lease liability
Operating
Leases
13,119
7,921
6,866
2,698
29
30,633
(2,985 )
27,648
$
$
In late 2023, we entered into two-year commitments for drilling and completions equipment with gross lease payments of approximately $152.0 million. These
leases are effective January 1, 2024 and will be recognized on our balance sheet as a lease in 2024.
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. Under these contracts, we are obligated to transport or gather minimum daily natural gas volumes or pay for any
deficiencies at a specified reservation fee rate. Our production committed to these pipelines is currently expected to exceed the minimum daily volumes provided in the
contracts. However, if in the future we fail to deliver the committed volumes, we would recognize a deficiency payment in the period in which the under-delivery takes
place and the related liability has been incurred. As of December 31, 2023, future minimum transportation and gathering fees under our commitments are as follows (in
thousands):
2024
2025
2026
2027
2028
Transportation
and Gathering
(a)
Contracts
801,694
730,907
670,692
616,260
565,707
$
F-30
Thereafter
$
2,504,906
5,890,166
(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 an additional agreement which modifies existing contracts that are included in the table
above but are contingent on additional facility construction. This agreement is expected to begin in 2024 with a twelve-year term and adds to our ability to efficiently flow
production volumes. The revised agreement covers 650,000 mcf per day but declines in the last five years of the contract ending at 300,000 mcf per day.
Not included in the table above is our estimate of accrued contractual obligations retained by us after our divestiture of our North Louisiana assets. These
contractual obligations are related to gathering, processing and transportation agreements including certain minimum volume commitments. There are inherent
uncertainties surrounding the retained obligation and, as a result, the determination of the accrued obligation required significant judgment and estimation. The actual
settlement amount and timing may differ from our estimates. See also Note 14 for more information. As of December 31, 2023, the carrying value of this obligation was
$397.4 million and is included in divestiture contract obligation in our consolidated balance sheets. As of December 31, 2023, our estimated settlement of this retained
obligation based on a discounted value is as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Divestiture
Contract
Obligation
86,762
77,418
61,805
52,622
48,116
70,727
397,450
$
$
Delivery Commitments
We have various volume delivery commitments that are related to our Marcellus Shale properties. 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, 2023, our delivery commitments through 2037 were as follows:
Year Ending December 31,
2024
2025
2026
2027
2028
2029
2030
2031
2032-2037
Natural Gas
(mmbtu per day)
302,404
282,493
200,548
100,000
100,000
100,000
—
—
—
Ethane and Propane
(bbls per day)
70,000
54,932
50,000
46,233
45,000
33,444
30,000
16,575
10,000 (each year)
Other
We 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, 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. We also regularly provide letters of
credit in the normal course of business under certain contracts that may be drawn if we fail to perform under those contracts.
F-31
(14) Exit Costs
Exit Costs
In August 2020, we sold our North Louisiana assets and retained certain gathering, transportation and processing obligations which extend into 2030. These are
contracts where we will not realize any future benefit. The estimated obligations are included in current and long-term divestiture contract obligation in our consolidated
balance sheets. In the twelve months ended December 31, 2023, we recorded accretion expense of $41.9 million compared to $43.6 million in 2022 and $47.9 million in
2021. In second quarter 2023, we recorded a net adjustment of $37.8 million to increase this obligation primarily for higher rates due to inflation. In fourth quarter 2023,
we recorded an additional $18.0 million adjustment to increase the obligation for a change to our forecasted drilling plans of the buyer along with adjusting for the
difference between estimated and actual payments. In 2022, we recorded a net adjustment of $26.2 million to increase this obligation for a change in our forecasted drilling
plans of the buyer along with adjusting the difference between estimated and actual payments. The present value of our estimated obligations related to these assets was
initially recorded in 2020 as an exit cost at a total of $479.8 million. The estimated discounted value for this divestiture contract obligation was $397.4 million at December
31, 2023.
In second quarter 2020, we negotiated capacity releases on certain transportation pipelines in Pennsylvania effective May 31, 2020 and extending through the
remainder of the contract. As a result of these releases, we recorded exit costs of $10.4 million which represented the discounted present value of our remaining obligations
to the third party. The remaining carrying value for these transportation capacity releases as of December 31, 2023 was $2.5 million.
The following summarizes our exit costs for the three years ended December 31, 2023, 2022 and 2021 (in thousands):
Severance costs
Transportation contract capacity releases (including
accretion of discount)
Divestiture contract obligation (including accretion
of discount)
Total exit costs
Year Ended December 31,
2023
2022
2021
$
— $
— $
345
579
$
99,595
99,940 $
69,758
70,337 $
567
754
20,340
21,661
The following details the accrued exit cost liability activity for the years ended December 31, 2023 and 2022 (in thousands):
Balance at December 31, 2021
Accrued contract obligations-changes in estimate
Accretion of discount
Payments
Balance at December 31, 2022
Accrued contract obligations-changes in estimate
Accretion of discount
Payments
Balance at December 31, 2023
Exit Costs
Termination Costs
$
$
423,742 $
26,183
44,154
(98,399 )
395,680
$
57,735
42,205
(95,631 )
399,989 $
10
—
—
(10 )
—
—
—
—
—
F-32
(15) 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)
Natural gas and oil properties:
Properties subject to depletion
Unproved properties
Total
Accumulated depreciation, depletion and amortization
Net capitalized costs
(a)
Includes capitalized asset retirement costs and the associated accumulated amortization.
Costs Incurred for Property Acquisition, Exploration and Development (a)
2023
December 31,
2022
(in thousands)
2021
$
$
10,435,611 $
789,871
11,225,482
(5,107,801 )
6,117,681 $
9,855,287 $
800,592
10,655,879
(4,765,475 )
5,890,404 $
9,338,236
837,334
10,175,570
(4,420,914 )
5,754,656
Acquisitions:
Acreage purchases
Development
Exploration:
Drilling
Expense
Stock-based compensation expense
Gas gathering facilities:
Development
Subtotal
Asset retirement obligations
Total costs incurred
(a)
Includes cost incurred whether capitalized or expensed.
Reserves Audit
2023
December 31,
2022
(in thousands)
2021
$
40,067 $
568,484
28,735 $
460,668
21,942
381,753
—
25,280
1,250
3,123
638,204
4,616
642,820 $
—
25,194
1,578
1,466
517,641
18,096
535,737 $
6,329
22,048
1,507
3,402
436,981
18,634
455,615
$
All reserve information in this report is based on estimates prepared by our petroleum engineering staff. At year-end 2023, Netherland, Sewell & Associates, Inc.,
an independent petroleum consultant, conducted an audit of our 2023 reserves in Appalachia. These engineers were selected for their geographic expertise and their
historical experience in engineering certain properties. At December 31, 2023, our consultant audited approximately 96% of our proved reserves. 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 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 consultant 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 consultant 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 consultant 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
F-33
lease-by-lease, field-by-field or area-by-area, 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 approximately 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 forty 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 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.
F-34
The average realized prices used at December 31, 2023 to estimate reserve information were $68.32 per barrel of oil, $24.91 per barrel of NGLs and $2.20 per mcf
for gas using a benchmark (NYMEX) of $78.10 per barrel and $2.62 per Mmbtu. The average realized prices used at December 31, 2022 to estimate reserve information
were $87.14 per barrel of oil, $38.35 per barrel of NGLs and $6.08 per mcf for gas using a benchmark (NYMEX) of $94.13 per barrel and $6.36 per Mmbtu. The average
realized prices used at December 31, 2021 to estimate reserve information were $59.35 per barrel of oil, $28.41 per barrel of NGLs and $3.30 per mcf for gas using a
benchmark (NYMEX) of $66.34 per barrel and $3.60 per Mmbtu.
Proved developed and undeveloped reserves:
Balance, December 31, 2020
Revisions
Extensions, discoveries and additions
Production
Balance, December 31, 2021
Revisions
Extensions, discoveries and additions
Production
Balance, December 31, 2022
Revisions
Extensions, discoveries and additions
Production
Balance, December 31, 2023
Proved developed reserves:
December 31, 2021
December 31, 2022
December 31, 2023
Proved undeveloped reserves:
December 31, 2021
December 31, 2022
December 31, 2023
Natural Gas
(Mmcf)
NGLs
(Mbbls)
Crude Oil
and
Condensate
(Mbbls)
Natural
Gas
Equivalents
(a)
(Mmcfe)
11,148,560
(311,410 )
1,155,952
(541,021 )
11,452,081
(393,165 )
1,278,499
(539,443 )
11,797,972
326,783
24,078
(538,085 )
11,610,748
6,809,849
7,230,313
7,631,202
4,642,232
4,567,659
3,979,546
951,466
16,845
69,367
(36,373 )
1,001,305
(20,251 )
59,296
(36,392 )
1,003,958
44,515
30,234
(37,940 )
1,040,767
577,506
594,931
629,379
423,798
409,027
411,388
57,626
(7,089 )
5,103
(3,044 )
52,596
(12,885 )
5,661
(2,716 )
42,656
2,485
296
(2,475 )
42,962
23,833
22,213
21,396
28,762
20,443
21,566
17,203,114
(252,876 )
1,602,769
(777,523 )
17,775,484
(591,983 )
1,668,244
(774,089 )
18,077,656
608,784
207,260
(780,575 )
18,113,125
10,417,887
10,933,180
11,535,852
7,357,597
7,144,476
6,577,273
(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 2023, revisions of previous estimates of a positive 608.8 Bcfe include a positive revision of 280.2 Bcfe for previously proved undeveloped properties
reclassified from non-proved properties due to their addition to our five-year development plan and positive performance revisions of 701.4 Bcfe due to improved well
performance and longer lateral lengths partially offset by negative pricing revisions and 370.6 Bcfe reclassified to unproved for previously planned wells not to be drilled
within the original five-year development horizon. We added approximately 207.3 Bcfe of proved reserves from drilling activities and evaluation of proved areas in the
Marcellus Shale.
During 2022, we added approximately 1.7 Tcfe of proved reserves from drilling activities and evaluation of proved areas in the Marcellus Shale. Approximately
77% of the 2022 reserve additions are attributable to natural gas. Revisions of previous estimates of a negative 592.0 Bcfe include a positive revision of 716.2 Bcfe for
previously proved undeveloped properties reclassified from non-proved properties due to their addition to our five-year development plan, positive performance revisions
of 72.8 Bcfe and positive pricing revisions more than offset by 1.4 Tcfe reclassified to unproved for previously planned wells not to be drilled within the original five-year
development horizon. These wells were removed due to the out-performance of existing wells which resulted in a higher utilization of in-field gathering capacity and a
reallocation of capital due to the drilling of longer laterals on existing locations.
During 2021, we added approximately 1.6 Tcfe of proved reserves from drilling activities and evaluation of proved areas in the Marcellus Shale. Approximately
72% of the 2021 reserve additions are attributable to natural gas. Revisions of previous estimates of a negative 252.9 Bcfe include positive performance revisions of 1.0
Tcfe and positive pricing revisions of 22.6 Bcfe more than offset by 1.3 Tcfe reclassified to unproved for previously planned wells not to be drilled within the original five-
year development horizon.
F-35
The following details the changes in proved undeveloped reserves for 2023 (Mmcfe):
Beginning proved undeveloped reserves at December 31, 2022
Undeveloped reserves transferred to developed
Revisions
Extension and discoveries
(a)
Ending proved undeveloped reserves at December 31, 2023
7,144,476
(937,906 )
191,920
178,783
6,577,273
(a)
Includes 280.2 Bcfe positive revision for previously proved undeveloped properties due to their addition back into our five year development plan along with positive revisions for
longer laterals offset by 370.6 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 2023, we spent approximately $495.1 million on 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 $2.6 billion. As of December 31, 2023, we have 90.2 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 completed and are expected to turn to sales in 2024. All
of our recorded proved undeveloped drilling locations are scheduled to be drilled within five years of initial disclosure.
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 2023, 2022 and 2021, 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-36
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)
Future net cash flows before income taxes
Future income tax expense
Total future net cash flows before 10% discount
10% annual discount
As of December 31,
2023
2022
(in thousands)
$
54,389,915 $
113,954,835
(29,663,691 )
(2,978,183 )
21,748,041
(4,176,604 )
17,571,437
(10,732,951 )
6,838,486
$
(31,991,109 )
(3,313,724 )
78,650,002
(16,651,625 )
61,998,377
(37,453,094 )
24,545,283
Standardized measure of discounted future net cash flows
$
(a)
2023 includes $358.7 million of undiscounted future asset retirement costs as of December 31, 2023, 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
Additions to proved reserves from extensions,
discoveries and improved recovery
Natural gas, NGLs and oil sales, net of production costs
Actual development costs incurred during the period
Changes in timing and other
Net change for the year
Beginning of year
End of year
2023
December 31,
2022
(in thousands)
$
$
(23,584,574 ) $
(131,078 )
(123,529 )
3,920,556
2,955,359
103,116
(1,100,908 )
574,646
(320,385 )
(17,706,797 )
24,545,283
6,838,486 $
14,326,997
109,129
(524,847 )
(2,625,699 )
1,486,783
2,842,173
(3,550,632 )
471,877
(475,724 )
12,060,057
12,485,226
24,545,283
$
$
2021
11,600,850
577,737
(53,818 )
(2,248,161 )
298,077
1,423,510
(1,934,254 )
399,681
(424,718 )
9,638,904
2,846,322
12,485,226
F-37
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, 2023 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 three
months ended December 31, 2023 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
During the fourth quarter, no director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as each term
is defined in Items 408(a) and 408 (c) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
59
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 2024 Annual Meeting of Stockholders to be held in May 2024
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 2024 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 2024 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 2024 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 2024 Annual Meeting of Stockholders.
60
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a)
1. and 2. Financial Statements and Financial Statement Schedules - 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 Description
Form
Exhibit
Filing Date
Incorporated by Reference (File No. 001-12209)
Exhibit
Number
3
3.1
3.2
3.3
3.4
4
Articles of Incorporation and Bylaws
Restated Certificate of Incorporation of Range Resources Corporation
First Amendment to the Restated Certificate of Incorporation
Second Amendment to the Restated Certificate of Incorporation
Amended and Restated By-laws of Range Resources Corporation, as amended as of May 15,
2016
Instruments Defining the Rights of Security Holders, Including Indentures, and
Description of Registrant's Securities
4.1*
Description of Registrant's Securities
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Form of 4.875% Senior Notes due 2025
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
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
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
Form of 8.25% Senior Notes due 2029
Indenture dated January 8, 2021 among Range Resources Corporation, as issuer, the Subsidiary
Guarantors (as defined therein) as guarantors and U.S. Bank National Association, as trustee
Form of 4.75% Senior Notes due 2030
Indenture dated February 1, 2022, among Range Resources Corporation, as issuer, the
Subsidiary Guarantors (as defined therein) as guarantors and U.S. Bank Trust Company National
Association, as trustee
10
Material Contracts
10-Q
10-Q
10-Q
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
3.1.1
5/5/2004
3.1
3.1
3.1
4.1
4.1
4.2
4.3
4.1
4.1
4.2
4.1
7/28/2005
7/24/2008
5/19/2016
5/14/2015
5/14/2015
8/25/2016
8/25/2016
1/8/2021
1/8/2021
2/1/2022
2/1/2022
10.01
10.02
Seventh Amended and Restated Credit Agreement, dated April 14, 2022, among Range
Resources Corporation, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and
Letter of Credit Issuer or Lender from time-to-time party thereto
8-K
10.1
4/18/2022
Amended and Restated Range Resources Corporation 2004 Deferred Compensation Plan for
Directors and Select Employees
10-K
10.02
2/27/2023
10.03
Range Resources Corporation Amended and Restated 2005 Equity-Based Compensation Plan
8-K
10.1
6/4/2009
61
Exhibit
Number
10.04
10.05
Exhibit Description (continued)
First Amendment to the Range Resources Corporation Amended and Restated 2005 Equity-
Based Compensation Plan
Second Amendment to the Range Resources Corporation Amended and Restated 2005 Equity-
Based Compensation Plan
Form
8-K
8-K
10.06+
Range Resources Corporation Amended and Restated 2019 Equity – Based Compensation Plan
DEF14A
Exhibit
Filing Date
10.1
10.1
A
5/20/2010
5/19/2011
4/1/2022
Incorporated by Reference (File No. 001-12209)
10.08*
Amended and Restated Range Resources Corporation Executive Change in Control Severance
Benefit Plan
10.10+
Form of Indemnification Agreement
8-K
10.6
2/17/2009
19.1*
Insider Trading Policy
21*
22*
Subsidiaries of Registrant
Subsidiary Guarantors
23.1*
Consent of Independent Registered Public Accounting Firm
23.2*
Consent of Netherland, Sewell & Associates, Inc., independent consulting engineers
31.1*
31.2*
32.1**
32.2**
Certification by the Chairman and Chief Executive Officer of Range Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Certification by the Chief Financial Officer of Range Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
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
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
97*
Policy Relating to Recovery of Erroneously Awarded Compensation
99.1*
Report of Netherland, Sewell & Associates, Inc., independent consulting engineers
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Inline Taxonomy Extension Schema with Embedded Linkbase Document
104*
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
**
+
Filed herewith
Furnished herewith
Management compensatory plan or arrangement
62
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/ DENNIS L. DEGNER
Dennis L. Degner
Chief Executive Officer and President
(principal executive officer)
Dated: February 21, 2024
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
/s/ DENNIS L. DEGNER
Dennis L. Degner
Chief Executive Officer and President
(principal executive officer)
/s/ MARK S. SCUCCHI
Mark S. Scucchi
Executive Vice President and Chief Financial Officer
(principal financial officer)
Date
February 21, 2024
February 21, 2024
/s/ DORI A. GINN
Dori A. Ginn
/s/ GREG G. MAXWELL
Greg G. Maxwell
/s/ BRENDA A. CLINE
Brenda A. Cline
/s/ MARGARET K. DORMAN
Margaret K. Dorman
/s/ JAMES M. FUNK
James M. Funk
/s/ CHARLES G. GRIFFIE
Charles G. Griffie
/s/ STEVEN D. GRAY
Steven D. Gray
/s/ REGINAL W. SPILLER
Reginal W. Spiller
Senior Vice President, Controller and Principal Accounting Officer
February 21, 2024
(principal accounting officer)
Chairman of the Board
Director
Director
Director
Director
Director
Director
63
February 21, 2024
February 21, 2024
February 21, 2024
February 21, 2024
February 21, 2024
February 21, 2024
February 21, 2024
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
EXHIBIT 4.1
As of the date of the Annual Report on Form 10-K of which this exhibit is a part, Range Resources Corporation (the "Company") has one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") which is our common stock.
Description of Common Stock
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our
Annual and Restated Certified of Incorporation, as amended (the "charter") and our Amended and Restated Bylaws (the "bylaws"), each of which are incorporated by
reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read our charter, our bylaws and the applicable provisions
of Delaware General Corporation Law for additional information.
Authorized Capital Stock
At December 31, 2023, our authorized and outstanding capital stock consisted of:
•
•
10,000,000 shares of preferred stock, par value $1.00 per share, of which, no shares are issued and outstanding; and
475,000,000 shares of common stock, par value $0.01 per share, of which 241,040,304 shares were outstanding.
Common Stock
• Dividends. Common stockholders may receive dividends when declared by the board of directors. Dividends may be paid in cash, stock or other form. In certain
cases, common stockholders may not receive dividends until we have satisfied our obligations to any preferred stockholders. Certain of our debt instruments
limit the payment of cash dividends.
•
Voting Rights. Each share of our common stock is entitled to one vote in the election of directors and other matters. Common stockholders are not entitled to
cumulative voting rights.
• Other Rights. Common stockholders are not entitled to preemptive rights. If we liquidate, dissolve or wind-up our business, either voluntarily or not, common
stockholders will share equally in the assets remaining after we pay our creditors and preferred stockholders, if any.
•
Listing. Our outstanding shares of common stock are listed on the NYSE under the symbol "RRC." Any additional common stock we issue will also be listed on
the NYSE.
Business Combination Under of Delaware Law
We are subject to the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested
stockholder, unless:
a)
b)
before that person became an interested stockholder, the corporation’s board of directors approved the transaction in which the interested stockholder or
approved the business combination;
upon completion of the transaction that resulted in the interested stockholder’s becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock outstanding at the time the
transaction commenced (excluding stock held by directors who are also officers of the corporation and by employee stock plans that do not provide employees
with the right to determine confidentially whether share held subject to the plan will be tendered in a tender or exchange offer); or
c)
following the transaction in which that person became an interested stockholder, the business combination is approved by the corporation’s board of directors
and authorized at a meeting of stockholders by the affirmative vote of the holders of at lease two-thirds of the outstanding voting stock that is not owned by the
interested stockholder.
Under Section 203, these restrictions also do not apply to certain business combinations proposed by an interested stockholder following the announcement or
notification of one of certain extraordinary transactions involving the corporation and a person who was not an interested stockholder during the previous three years or
who became an interested stockholder with the approval of a majority of the corporation’s directors, if that extraordinary transaction is approved or not opposed by a
majority of the directors before any person became an interested stockholder in the previous three years or who were recommended for election or elected to succeed such
directors by a majority of such directors then in office. "Business combination" included mergers, assets sales and other transactions resulting in a financial benefit to the
stockholder. "Interested stockholder" is a person who, together with affiliates and associates, owns (or, in some cases within three years prior, did own) 15% or more of the
corporation’s voting stock.
Anti-Takeover Provisions of our Certificate of Incorporation and Bylaws
The provisions of our certificate of incorporation and bylaws we summarize below may have an anti-takeover effect and may delay, defer or prevent a tender offer
or takeover attempt that a shareholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for our
common stock.
Any action by our stockholders must be taken at an annual or special meeting of stockholders. Special meetings of the stockholders may be called at any time by
the Chairman of the Board, the President or the Board, and shall be called by the Chairman of the Board, the President, a Vice President or the Secretary on the written
request stockholders owning at least a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote.
Additionally, our certificate of incorporation and bylaws provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate
candidates for election as directors at a meeting of stockholders must provide timely notice in writing, and also specify requirements as to the form of the stockholder's
notice. Our bylaws further provide that a stockholder, or group of not more than 20 stockholders, who has owned continuously for at least three years shares of common
stock representing an aggregate of at least 3% of the Company's outstanding shares of common stock, may nominate and include in the Company's proxy materials director
nominees not to exceed the greater of (i) two and (ii) 20% of the Company's board of directors in office as of the proxy access notice date, provided that the stockholder(s)
and nominee(s) otherwise satisfy the requirements in the bylaws.
Transfer Agent and Registrar
Computershare Investor Services, L.L.C. is the transfer agent and registrar for our common stock.
Quotation of Common Stock
Our common stock is traded on the NYSE under the symbol "RRC."
EXHIBIT 10.08
AMENDED AND RESTATED RANGE RESOURCES
CORPORATION EXECUTIVE CHANGE IN CONTROL
SEVERANCE BENEFIT PLAN EFFECTIVE AS OF OCTOBER
8, 2023
1
TABLE OF CONTENTS
ARTICLE I DEFINITIONS............................................................................... 1
1.1
Definitions..............................................................................................
ARTICLE II PURPOSE AND HISTORY OF THE PLAN............................ 6
2.1
Purpose and History................................................................................
ARTICLE III SEVERANCE BENEFITS..........................................................
6
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
Severance Benefits...................................................................................
Acceleration of Equity Awards................................................................
Release.....................................................................................................
Voluntary Termination; Termination for Cause, Disability, or Death....
Form and Time of Benefit........................................................................
Section 280G – Eligible Employees Hired Prior to January 1, 2016.......
Section 280G - Eligible Employees Hired on or After January 1, 2016..
Employment By Employer…..................................................................
Termination in Anticipation of Change in Control..................................
1
6
6
7
8
8
8
8
10
11
12
ARTICLE IV CLAIMS PROCEDURE.............................................................
12
4.1
4.2
Claims......................................................................................................
Arbitration................................................................................................
12
13
ARTICLE V FUNDING OF THE PLAN...........................................................
15
5.1
Source of Benefits....................................................................................
15
ARTICLE VI ADMINISTRATION OF THE PLAN.......................................
15
6.1
6.2
6.3
6.4
Plan Administration and Interpretation...................................................
Powers, Duties and Procedures, Etc........................................................
Information..............................................................................................
Indemnification of Plan Administrator....................................................
15
15
15
15
ARTICLE VII AMENDMENT AND TERMINATION OF THE PLAN.......
16
7.1
7.2
7.3
Right to Amend........................................................................................
Plan Term.................................................................................................
Effect of Termination...............................................................................
16
16
17
ARTICLE VIII MISCELLANEOUS PROVISIONS........................................
17
8.1
8.2
8.3
8.4
8.5
8.6
8.7
8.8
8.9
8.10
8.11
Nondisparagement...................................................................................
No Guarantee of Employment.................................................................
Payments to Minors and Incompetents....................................................
No Vested Right to Benefits....................................................................
Non-alienation of Benefits.......................................................................
Jurisdiction...............................................................................................
Severability..............................................................................................
Tax Withholding......................................................................................
Overpayment............................................................................................
Successors................................................................................................
Compliance with 409A............................................................................
17
18
18
18
18
18
18
18
19
19
19
i
AMENDED AND RESTATED RANGE RESOURCES
CORPORATION EXECUTIVE CHANGE IN CONTROL
SEVERANCE BENEFIT PLAN ARTICLE I
DEFINITIONS
1.1 Definitions. Unless otherwise required by context, the capitalized terms used herein shall have the meaning set forth below.
(a)“Base Salary” means the Employee’s annual gross rate of base pay, including vacation and holiday pay, sick leave
compensation, and amounts reduced from the Employee’s base compensation and contributed on the Employee’s behalf
as deferrals under any qualified or non-qualified employee benefit plans sponsored by the Employer (i) in effect
immediately prior to an Involuntary Termination of Employment, or (ii) if greater, in effect immediately prior to a
Change in Control. Base Salary shall not include bonus, incentive pay, overtime pay, auto or travel allowance, or any
other benefits, items of compensation or special allowances (other than amounts specified in the preceding sentence) for
which the Employee is eligible.
(b)“Beneficiary” means the individual or other legal entity designated by the Eligible Employee in the manner and form
approved by the Plan Administrator, or, if there is no such designation the Eligible Employee’s spouse, or, if a
Beneficiary does not survive the Eligible Employee, the Eligible Employee’s estate.
(c)
“Board” means the Board of Directors of the Company.
(d)“Bonus” means the average of the annual bonus awards paid or awarded to the Employee for the three fiscal years (or
fewer, to the extent the Employee was not an Employee or was not eligible to participate in the Employer’s annual
incentive award program in all three fiscal years; however, any bonus paid for less than a full fiscal year shall be
annualized for purposes of this Plan) ending immediately prior to the fiscal year of the Company (i) in which an
Involuntary Termination of Employment occurs or, if greater, (ii) in which a Change in Control occurs or, if annual
bonuses for the most recently ended fiscal year have not been paid or awarded for such fiscal year as of the date of the
Involuntary Termination of Employment or Change in Control, as applicable, the average bonus for the three fiscal years
prior to the most recently ended fiscal year.
(e)“Cause” means (i) an act or acts of dishonesty by an Eligible Employee constituting a felony under applicable law,
and/or (ii) any act resulting or intending to result directly or indirectly in gain to or personal enrichment of the Eligible
Employee at the Employer’s expense. Notwithstanding the foregoing, the Eligible Employee shall not be deemed to have
been terminated for Cause unless and until
there shall have been delivered to the Eligible Employee a copy of a resolution finding that in the good faith opinion of
the Board the Eligible Employee was guilty of conduct constituting Cause as provided in clause (i) or (ii) above, which
resolution shall have been duly adopted by the affirmative vote of not less than a majority of the Board at a meeting of
the Board called and held (after reasonable notice and opportunity for the Eligible Employee, together with counsel, to
be heard before the Board) for the purpose of considering whether Cause exists. If an Employee disagrees with a Board
determination that Cause exists with respect to such Employee, the Employee may file a claim pursuant to Article IV
within 30 days after Employee’s receipt of the resolution of the Board finding that Cause exists.
(f)
“Change in Control” means the occurrence of any of the following events:
(i)Change in Board Composition. Persons who constitute the members of the Board as of the date hereof (the
“Incumbent Directors”), cease for any reason to constitute at least a majority of members of the Board; provided that any
Person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if
such Person’s appointment, election or nomination was approved by a vote of at least 50% of the Incumbent Directors;
but provided, further, that any such Person whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of
proxies or consents by or on behalf of a “person” (within the meaning of Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Board, including by reason of agreement
intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent
Director;
(ii)Business Combination. Consummation of (x) a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or
(y) the acquisition of assets or stock of another entity by the Company (either, a “Business Combination”), excluding,
however, any Business Combination pursuant to which:
(A) Persons who were the beneficial owners, respectively, of the then outstanding
shares of common stock, par value $0.01 per share, of the Company (the “Outstanding Stock”)
and the combined voting power of the then outstanding securities entitled to vote generally in the
election of directors of the Company (the “Outstanding Company Voting Securities”) immediately
prior to such Business Combination beneficially own, upon consummation of such Business
Combination, directly or indirectly, more than 50% of the then outstanding shares of common
stock (or similar securities or interests in the case of an entity other than a corporation) and more
than 50% of the combined voting power of the then outstanding securities (or interests) entitled to
vote generally in the election of directors (or
2
in the selection of any other similar governing body in the case of an entity other than a
corporation) of the Surviving Corporation (as defined below) in substantially the same
proportions as their ownership of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination;
(B) no Person (other than the Company, any Subsidiary, any employee benefit plan of
the Company or any Subsidiary or any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any Subsidiary of the Company) or group (within the
meaning of Rule 13d-5 promulgated under the Exchange Act) (“Group”) becomes the beneficial
owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial
Owner”) of 35% or more of either (x) the then outstanding shares of common stock (or similar
securities or interests in the case of an entity other than a corporation) of the Surviving
Corporation, or (y) the combined voting power of the then outstanding securities (or interests)
entitled to vote generally in the election of directors (or in the selection of any other similar
governing body in the case of an entity other than a corporation) of the Surviving Corporation;
and
(C)
individuals who were Incumbent Directors at the time of the execution of the initial
agreement or of the action of the Board providing for such Business Combination constitute at
least a majority of the members of the board of directors (or of any similar governing body in the
case of an entity other than a corporation) of the Surviving Corporation;
where, for purposes of this clause (ii), the term “Surviving Corporation” means the entity resulting from a Business
Combination or, if such entity is a direct or indirect Subsidiary of another entity, the entity that is the ultimate parent of
the entity resulting from such Business Combination.
(iii)Stock Acquisition. Any Person (other than the Company, any Subsidiary, any employee benefit plan of the
Company or any Subsidiary or any trustee or other fiduciary holding securities under an employee benefit plan of the
Company or any Subsidiary of the Company) or Group becomes the Beneficial Owner of 35% or more of either (x) the
Outstanding Stock or (y) the Outstanding Company Voting Securities; provided, however, that for purposes of this
Section 1.1(f)(iii), no Change in Control shall be deemed to have occurred as a result of the following acquisitions: (A)
any acquisition directly from the Company; or (B) any acquisition by a Person pursuant to a Business Combination
which complies with clauses (A), (B) and (C) of Section 1.1(f)(ii); or
(iv)Liquidation. Approval by the stockholders of the Company of a complete liquidation or dissolution of the
Company (or, if no such approval is
3
required, the consummation of such a liquidation or dissolution).
4
(g)
“Code” means the Internal Revenue Code of 1986, as amended.
(h)“Company” means Range Resources Corporation and any successor thereto, including “Buyer” as defined in Section
3.7.
(i)“Disability” means the Employee either (i) is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than three months under an accident and health
plan covering employees of the Employer.
(j)“Effective Date” with respect to the original adoption of the Plan, means December 31, 2008, and with respect to the
effective date of this amendment and restatement, means October 8, 2023.
(k)“Eligible Employee” means each Employee who is designated by, and in the sole discretion of, the Plan
Administrator as a member of a select group of management or a highly compensated Employee and as eligible to
receive the severance benefits available under the Plan and who executes and returns to the Plan Administrator a
participation agreement setting forth the Eligible Employee’s benefit multiple and pursuant to which the Eligible
Employee agrees to be subject to the terms of the Plan.
(l)“Employee” means any individual who is employed by the Employer. For avoidance of doubt, Employee shall not
include an independent contractor, a leased employee, a consultant or any other individual who is not characterized by
the Company as an employee.
(m)“Employer” means (i) the Company and each (direct and indirect) parent and Subsidiary of the Company (or
successor to the Company), (ii) any successor to the Company by reorganization, merger or other consolidation or by
acquisition of assets of the Company, in any case described in this clause (ii) upon and following a Change in Control
(including a Buyer as defined in Section 3.8), and
(iii) all successors to such Persons described in the foregoing clause (ii).
(n)
as amended.
“ERISA” means the Employee Retirement Income Security Act of 1974,
(o)“Good Reason” means any of the following, without the Employee’s written consent:
-
-
-
A material diminution in the Employee’s duties, authority or responsibilities;
A material reduction (defined to mean a reduction of at least 10%) in the amount of either the Employee’s Base Salary or
Bonus; or
A change by the Employer of 30 or more miles in the location of the Employee’s principal place of employment from the
location where the Employee was principally employed prior to the Change in Control.
5
If the Employee believes that an event constituting Good Reason has occurred, the Employee must notify the Plan
Administrator and the Employer within 90 days of the event (the “Good Reason Notice”). The Employer shall have 30
days after receipt of the Good Reason Notice in which to remedy such event. If the Employer does not remedy such
event within such 30-day period, the Employee may terminate the Employee’s employment for Good Reason at any time
within the following 30-day period by giving written notice to the Employer, which termination will be an Involuntary
Termination of Employment and if the Good Reason Event occurred during the Protection Period, such termination of
employment shall be deemed to have occurred in the Protection Period. If the Employer determines that Good Reason
does not exist, the Employer must provide written notice of such determination, which shall include the reasons for such
determination, to the Employee within 30 days after receipt of the Good Reason Notice. The Employee may file a claim
pursuant to Article IV within 30 days after the Employee’s receipt of the Employer’s written determination.
(p)“Involuntary Termination of Employment” means, with respect to any Eligible Employee, (i) a termination of
employment by such Eligible Employee for Good Reason or (ii) a termination of such Eligible Employee’s employment
by the Employer other than for Cause or Disability.
(q)
company, corporation, association, trust, or other entity or organization.
“Person” means any individual, group, partnership, limited liability
(r)“Plan” means the Amended and Restated Range Resources Corporation Executive Change in Control Severance
Benefit Plan, as amended from time to time.
(s)“Plan Administrator” means the committee or individual appointed by the Board to administer the Plan, which may
include the entire Board. The Compensation Committee of the Board shall serve as the Plan Administrator unless
changed by resolution of the Board of Directors. Notwithstanding the foregoing, from and after a Change in Control, the
Plan Administrator shall be comprised of the members of the Company’s Compensation Committee in effect
immediately prior to the effective date of the Change in Control, or their designees.
(t)“Protection Period” means the period beginning with the occurrence of a Change in Control and ending on the last
day of the 24th full calendar month following the calendar month in which the Change in Control occurred.
(u)“Subsidiary” means each corporation, joint venture, partnership, limited liability company or other Person in which
the Company or a parent of the Company owns, directly or indirectly more than 50% of the total combined voting power
of all equity interests or more than 50% of the profits interest or capital interest of such entity.
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(v)“Target Bonus” means the Employee’s Base Salary multiplied by the Employee’s annual short term incentive bonus
percentage at the time of the Change in Control.
ARTICLE II
PURPOSE AND HISTORY OF THE PLAN
2.1 Purpose and History. The purpose of the Plan is to provide for the payment of severance benefits to Eligible Employees due to an
Involuntary Termination of Employment within the Protection Period. The Plan was originally adopted effective as of March 28, 2005. This
amendment and restatement is effective as of the Effective Date. This amendment and restatement incorporates amendments previously
made to the Plan from the original Effective Date of the Plan to the Effective Date of this amendment and restatement, which previous
amendments were evidenced by Supplement No. 1 and Supplement No. 2.
3.1 Severance Benefits. Any Eligible Employee who incurs an Involuntary Termination of Employment during the Protection Period shall
receive, subject to Section 3.3(b) and Section3.4, the following severance benefits, subject to the limitations contained in this Plan.
ARTICLE III SEVERANCE BENEFITS
(a)Severance Payment. A cash severance payment in an amount equal to: (i) the product of (A) the benefit multiple set
forth in the participation agreement delivered to the participant by the Plan Administrator, multiplied by (B) the sum of
the Eligible Employee’s (1) Base Salary and (2) Bonus or Target Bonus, whichever is greater, plus (ii) a prorated Bonus
payment for the year of the Involuntary Termination calculated on the basis of the greater of the target level Bonus for
such year, or the Bonus which would be payable based on the actual performance metrics for such year as of the date of
the Involuntary Termination, less applicable withholding taxes.
(b)Welfare Benefit Insurance Continuation. For a period equal to the product of one year multiplied by the benefit
multiple set forth in the participation agreement delivered to the Eligible Employee by the Plan Administrator from the
date of the Eligible Employee’s Involuntary Termination of Employment, but not after the end of the second calendar
year following the year in which the Involuntary Termination of Employment occurred, the Eligible Employee (and, if
applicable, the Eligible Employee’s spouse and dependents ) shall continue to be
7
eligible to participate in any medical, dental, life and disability insurance, and any other Company-sponsored welfare
plan arrangement in which such person(s) were participating immediately prior to (i) the date of the Involuntary
Termination of Employment or (ii) if greater, the Change in Control, provided, that, the continued participation of such
person(s) is possible under the terms and provisions of such plans and arrangements. If such continued participation is
barred or such plans or arrangements are terminated or discontinued, then the Employer shall arrange to provide such
person(s) with coverage substantially similar to that which such person(s) would otherwise have been entitled to receive
under such plans and arrangements. Such continuing health and welfare coverage shall not impact any other health and
welfare coverage for which an Eligible Employee may be eligible under any retiree health and welfare plans, policies or
arrangements of the Employer. To be eligible for the continuing health and welfare coverage provided for in this Section
3.1(b), the Eligible Employee shall be required to pay to the Employer an amount equal to the premiums, or portion
thereof, that the Eligible Employee was required to pay to maintain such coverages for such person(s) prior to the
Involuntary Termination of Employment. Any coverage provided pursuant to this Section 3.1(b) shall run concurrently
with statutorily required health coverage (COBRA) for which the Eligible Employee and his/her dependents may be
eligible, and may be terminated if the same coverage is provided by (or available from or under) any other employer of
the Eligible Employee or the Eligible Employee’s spouse, or Social Security, Medicare, Medicaid, but only if
participation in such other arrangement results in no greater out-of-pocket cost to the Eligible Employee than the cost of
coverage under the Employer’s arrangements pursuant to this Section 3.1(b). Notwithstanding anything herein to the
contrary, the Employer shall take all actions necessary such that neither the coverage nor the benefits provided to the
Eligible Employee pursuant to this Section 3.1(b) subject the Eligible Employee to tax thereon under Section 105 or 106
of the Code.
3.2
Acceleration of Equity Awards.
(a) Notwithstanding anything to the contrary in any applicable equity award agreement or other plan or arrangement maintained or
sponsored by the Employer and regardless of whether an Involuntary Termination of Employment occurs, upon the occurrence of
a Change in Control, any outstanding equity-based compensation awards granted to the Eligible Employee by the Employer and
outstanding as of the effective time of the Change in Control shall become immediately fully vested and/or exercisable and shall
no longer be subject to a substantial risk of forfeiture or restrictions on transferability, other than those imposed by applicable
legislative or regulatory requirements; provided, however, with respect to any such compensation that is subject to Section 409A
of the Code, the payment of such award shall be accelerated only upon a “change of control event,” as defined in Section 409A
and the Treasury regulations thereunder.
(b) Any equity-based award that vests pursuant to Section 3.2(a) and that provides for exercise by the Eligible Employee will be
exercisable following an Involuntary Termination of Employment or any termination with the Employer due to death or Disability
on or after a Change in Control for the lesser of (i) the remaining term of the award or (ii) one year
8
following the latest to occur of (A) such termination of employment, (B) in the event of a termination of employment in
anticipation of a Change in Control pursuant to Section 3.8, the actual occurrence of or consummation of such Change in Control,
or (C) in the event of a Change in Control pursuant to clause (iii) of Section 1.1(f) as a result of stockholder approval of a Business
Combination, the consummation of such Business Combination, after which time the award will terminate and no longer be
exercisable. Following a termination of employment that is not an Involuntary Termination of Employment or a termination due to
death or Disability, other than a termination by the Employer for Cause, any outstanding equity-based award that vests pursuant to
Section 3.2(a) and that provides for exercise by the Eligible Employer will be exercisable for the lesser of (1) the remaining term
of the award or (2) 30 days following such termination of employment after which time the award will terminate and no longer be
exercisable. Upon a termination of employment by the Employer for Cause, any such awards will terminate and no longer be
exercisable at the time of a determination that Cause exists; provided, however, that if, following the review of a Cause
determination submitted to the Plan Administrator pursuant to Article IV (including the arbitration provisions thereof) it is
determined that Cause did not exist, such award will be exercisable for the lesser of (a) the remaining term of the award or (b) one
year following the determination that Cause did not exist. Notwithstanding the foregoing, nothing shall override the equity plan’s
committee or the Board’s ability to cancel or substitute awards in connection with a Change in Control as provided in such equity
plan, nor shall any extension of the exercise period be more than 10 years from the original grant date of the award.
3.3 Release. Each Eligible Employee shall as a precondition to the delivery of any payments or benefits otherwise due hereunder execute
and deliver to the Employer, and not revoke, a general release of all employment related claims of every kind in the form attached hereto as
Attachment
A. Unless such release becomes irrevocable within 60 days of the date of the Eligible Employee’s date of Involuntary Termination of
Employment, the Eligible Employee shall not be entitled to any payments or benefits otherwise due hereunder.
3.4 Voluntary Termination; Termination for Cause, Disability, or Death. Notwithstanding any other provision in the Plan to the
contrary, any Eligible Employee (i) who voluntarily terminates or resigns from employment with the Employer, other than for Good
Reason, (ii) whose employment is terminated by the Employer for Cause, or (iii) whose employment terminates on account of Disability or
death shall receive no severance benefits under the Plan, except as provided in Section 3.2(b).
3.5 Form and Time of Benefit. The severance payment that becomes payable under Section 3.1(a), if any, shall be paid in a lump sum in
cash as soon as administratively practicable following the date the Eligible Employee’s release becomes irrevocable as provided in Section
3.3 and in all events not later than the March 15 of the year following the year in which the Eligible Employee’s Involuntary Termination of
Employment occurs; provided, however, with respect to an Eligible Employee who is, on the date of his Involuntary Termination of
Employment, a “specified employee,” as defined in the Treasury Regulations under Section 409A of the Code, such payment shall be paid
on the first day that is six months from the Eligible Employee’s Involuntary Termination of Employment (or, if earlier, such Eligible
Employee’s death) if such payment does not qualify as an exempt “short-term deferral” or “separation payment” under Section 409A of the
Code and, if not so delayed, would be subject to the additional tax under Section 409A of the Code.
3.6 Code Section 280G – For Eligible Employees Hired or Promoted Prior to November
9
2014. The provisions of this Section 3.6 shall apply only to Eligible Employees who were hired or promoted to eligible position prior
to November 1, 2014. In the event that any payments to an Eligible Employee pursuant to this Plan or otherwise shall result in the Eligible
Employee becoming liable for the payment of any excise taxes pursuant to Section 4999 of the Code (“Excise Tax”), the Eligible Employee
shall be entitled to an additional payment equal to the amount of any such Excise Taxes payable by the Eligible Employee pursuant to
Section 4999 plus all taxes applicable to the additional payment of such Excise Taxes, including any additional taxes due under Section
4999 of the Code with respect to payments made pursuant to this provision. Calculations for these purposes shall assume the highest
marginal rate applicable at the time of calculation. The intent of this Section is to provide that the Employer shall pay the Eligible Employee
an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Eligible Employee after deduction i. of any Excise
Tax imposed on the payments and ii. of any Excise Tax and all other taxes imposed on the Gross-Up Payment shall equal the payments.
Such Gross-Up Payment shall be made not later than the time such taxes are remitted to the applicable taxing authority, and in no event later
than the Eligible Employee’s tax year following the year of remittance.
If the Eligible Employee determines that the Eligible Employee is liable for an Excise Tax with respect to a payment or other benefit, the
Eligible Employee must promptly so notify the Employer in writing. Upon receipt of such notice from the Eligible Employee, the Employer
must, within 20 days thereafter, either 1. notify the Eligible Employee, in writing, that the Employer agrees with the Eligible Employee’s
determination of Excise Tax liability, in which case the Employer shall become obligated to immediately pay to the Eligible Employee the
Gross-Up Payment, or 2. submit to the Eligible Employee an opinion, prepared by counsel of the Employer’s choice which counsel is
reasonably satisfactory to the Eligible Employee, that the Eligible Employee is not liable for the Excise Tax (the “Tax Opinion”).
If the Tax Opinion is provided to the Eligible Employee and the Eligible Employee chooses not to contest the assessment, at any later time,
by the Internal Revenue Service (“IRS”) of the Excise Tax, the Employer shall be relieved of its obligation to make the Gross-Up Payment
specified hereunder. If the Eligible Employee chooses to contest the assessment, at any later time, by the IRS of the Excise Tax after receipt
of the Tax Opinion, the Eligible Employee may do so with counsel of the Eligible Employee’s choice that is reasonably satisfactory to the
Employer and the reasonable legal fees and expenses of such contest shall be paid by the Employer, on a monthly basis, subject to the
Employer’s receipt of proper documentation therefore. If the Excise Tax is contested, with counsel reasonably satisfactory to the Employer,
then the Employer shall pay to the Eligible Employee the Gross-Up Payment upon the earlier of ten (10) days after a. the entry of a final
judgment, decree, or other order by a court of competent jurisdiction that the Eligible Employee is liable for the Excise Tax, or b. a mutual
determination of the Eligible Employee and the Employer not to proceed further with the contest; provided, however, such payment will not
be paid prior to the date that is six (6) months after the Employee’s Involuntary Termination of Employment if such payment will violate
section 409A of the Code. The Employer also shall reimburse the Eligible Employee at that time for any penalties and interest attributable
to any delay in payment of the Excise Tax that results from a decision
10
by the Eligible Employee not to pay the Excise Tax liability based upon the Tax Opinion or a decision by the Employer not to pay
the Excise Tax due to the Tax Opinion.
If the IRS notifies the Eligible Employee in writing that the Excise Tax will or may be assessed against the Eligible Employee, if
the Employer provides the Eligible Employee with the Tax Opinion specified herein, and if the Eligible Employee chooses to
contest the assertion of the Excise Tax, then the Employer shall, provided counsel for the Employer determines such action does
not violate applicable law, obtain and deliver to the Eligible Employee an irrevocable standby letter of credit (the “Letter of
Credit”) (provided such Letter of Credit does not jeopardize the “unfunded” status of the Plan or violate the limitations of section
409A of the Code) issued by a bank acceptable to the Eligible Employee and the Employer in an amount equal to the amount of
the Employer’s potential payment obligation herein including penalties and interest, computed as if the Excise Tax were paid to
the IRS on the date the Letter of Credit was obtained. Immediately upon the earlier of i. a determination letter (within the meaning
of section 1313 of the Code) that the Eligible Employee is not liable for the Excise Tax, or ii. the Employer’s payment to the
Eligible Employee of the full amount of its obligation herein, the Eligible Employee shall mark the Letter of Credit “canceled” and
return it to the Employer. In lieu of such a Letter of Credit, the Employer may choose to secure its obligations hereunder by
establishing an appropriate escrow account with terms reasonably satisfactory to the Eligible Employee, provided counsel for the
Employer determines such action does not violate applicable law, and by depositing therein the same amount as would be required
for the Letter of Credit. The obligations contained in this Section shall survive the termination or expiration of the Eligible
Employee’s employment with the Employer and shall be fully enforceable thereafter.
Code Section 280G – For Eligible Employees Hired or Promoted On or After November 1, 2014. The provisions of this
Section 3.7 shall apply to all Eligible Employees who are not covered by the provisions of Section 3.6 above. Notwithstanding
anything to the contrary in the Company’s Executive Change in Control Plan, if a Covered Executive is a “disqualified
individual” (as defined in section 280G(c) of the Code), and the payments and benefits provided for in the Executive CIC Plan,
together with any other payments and benefits which the Covered Executive has the right to receive from the Company or any of
its affiliates, would constitute a “parachute payment” (as defined in section 280G(b)(2) of the Code) and such individual is not
entitled to the benefit under the Executive CIC Plan which provides for payment of any excise tax imposed on such parachute
payment by the Company due such benefit having been frozen, then the payments and benefits provided for in the Executive CIC
Plan shall be either reduced (but not below zero) so that the present value of such total amounts and benefits received by the
Covered Executive from the Company and its affiliates will be either (1) one dollar ($1.00) less than three (3) times the Covered
Executive’s “base amount” (as defined in section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits
received by the Covered Executive shall be subject to the excise tax imposed by section 4999 of the Code, or (2) paid in full;
whichever produces the better net after-tax position to the Covered Executive (taking into account any applicable excise tax under
section 4999 of the Code and any other applicable taxes, including any federal, state, municipal, and local income or employment
taxes, and taking into account the phase out of itemized deductions and personal exemptions).
11
3.7
The reduction of payments and benefits under subsection (1) in the previous paragraph, if applicable, shall be made by reducing,
first, payments or benefits to be paid in cash in the order in which such payment or benefit would be paid or provided (beginning
with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or
benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order, in all
instances in accordance with Section 409A.
The determination as to whether any such reduction in the amount of the payments and benefits is necessary to reduce or eliminate
the excise tax imposed under section 4999 of the Code shall be made by the Company in good faith; provided, however, that no
portion of the Covered Executive’s payments or benefits the receipt or enjoyment of which the Covered Executive shall have
waived at such time and in such manner as not to constitute a “payment” within the meaning of section 280G(b) of the Code will
be taken into account; no portion of the Covered Executive’s payments or benefits will be taken into account which does not
constitute a parachute payment (including by reason of section 280G(b)(4)(A) of the Code); in calculating the applicable excise
tax under section 4999 of the Code, no portion of the Covered Executive’s payments or benefits will be taken into account which
constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in
excess of the base amount that is allocable to such reasonable compensation; and the value of any non-cash benefit or any deferred
payment or benefit will be determined in accordance with the principles of sections 280G(d)(3) and (4) of the Code.
If a reduced payment or benefit is made and through error or otherwise that payment or benefit, when aggregated with all other
payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar
($1.00) less than three (3) times Covered Executive’s base amount, then the Covered Executive shall immediately repay such
excess to the Company upon notification that an overpayment has been made. The fact that a Covered Executive’s right to
payments or benefits may be reduced by reason of the limitations contained in this Section will not limit or otherwise affect any
other rights of the Covered Executive under the Executive CIC Plan or otherwise. All determinations required by this Supplement
will be made at the expense of the Employer or the Company. Nothing in this Supplement shall require the Employer or the
Company to be responsible for, or have any liability or obligation with respect to, the Covered Executive’s excise tax liabilities
under section 4999 of the Code.
3.8 Employment by Buyer. Notwithstanding the foregoing provisions of this Article III, if there shall be a Change in Control in which the
Company is not a surviving corporation, and the Eligible Employee is offered or continues employment, as the case may be, (on terms that
would not give rise to Good Reason if such employment was with the Employer) with the purchaser or Person into which the Company is
merged or consolidated, as applicable, or any of its affiliates (“Buyer”) upon consummation of such transaction, then the Eligible Employee
shall not be entitled to the severance compensation as provided in Section 3.1 solely as a result of such transaction. In any such event,
however, the Eligible Employee shall be entitled to such severance compensation
12
as provided in Section 3.1 if an Involuntary Termination of Employment occurs within the Protection Period.
3.9 Termination in Anticipation of Change in Control. If an Eligible Employee’s employment is terminated pursuant to an Involuntary
Termination of Employment within the six- month period prior to a Change in Control and such Eligible Employee reasonably demonstrates
that such termination, or act or event giving rise to Good Reason, iii. was at the request of a Person who had indicated an intention or taken
steps reasonably calculated to effect such Change in Control and who thereafter effectuates a Change in Control or iv. otherwise occurred in
connection with, or in anticipation of, a Change in Control event, and the Change in Control actually occurs, then for all purposes hereof,
the Eligible Employee’s Involuntary Termination of Employment shall be deemed to have occurred on the date of a Change in Control. Any
claim by an Eligible Employee that an Involuntary Termination of Employment occurred in connection with or in anticipation of a Change
in Control shall be submitted to the Plan Administrator pursuant to Article IV within 90 days following the Change in Control. Within 30
days following such claim the Plan Administrator shall determine whether or not an Involuntary Termination of Employment occurred in
connection with or in anticipation of the Change in Control.
4.1 Claims. This Section 4.1 sets forth the procedures governing claims for benefits under the Plan. Claims for benefits by an Eligible
Employee or a Beneficiary (a “Claimant”) must be in writing and mailed or delivered to the Plan Administrator.
ARTICLE IV CLAIMS PROCEDURE
(a)Notice of Benefit Determination. Within a reasonable period of time, but not more than 10 days after receipt of a
claim, a decision will be made thereon, unless special circumstances require an extension of time for processing the
claim. If such extension is required, written notice shall be furnished to the Claimant within 10 days of the date the claim
was filed stating the specific circumstances requiring an extension of time and the date by which a decision on the claim
can be expected, which shall be no more than 40 days from the date the claim was filed. If no notice of denial is provided
as described herein, the Claimant may appeal as though the claim had been denied.
If the Plan Administrator denies a claim for benefits under the Plan in whole or in part, he or she will give written notice
thereof to the Claimant, setting forth in a manner calculated to be understood by the Claimant (i) the specific reason or
reasons for the denial, (ii) specific reference to the pertinent Plan provisions on which the denial is based, (iii) a
description of any additional materials or information necessary for the Claimant to perfect the claim, (iv) an explanation
of why such material or information is necessary, (v) how and when to appeal the decision, and (vi) the right of the
Claimant to submit a claim to binding arbitration, pursuant to Section 4.2, after completing the appeal process described
below.
13
Such notice also will explain that, upon written request mailed or delivered to the Plan Administrator within 60 days
after such denial, Claimant may have a full and fair review by the Plan Administrator of the decision denying the claim.
(b)Full and Fair Review of Adverse Benefit Determination. Such review will be conducted by the Plan Administrator
in a hearing at his or her office at such time as he or she designates. The Plan Administrator will give written notice of
such place and time to the Claimant a reasonable time before the hearing. At the hearing, the Claimant may present
evidence, examine the evidence against the Claimant, review pertinent documents, submit issues, comments, documents,
records or other information to support the Claimant’s rights to benefits (without regard to whether such information was
submitted or considered in the initial claim), and make arguments, all in person, in writing, by counsel or any
combination thereof. The Claimant will be provided, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the Claimant’s claim. The Plan Administrator may apply
such reasonable rules of evidence as he or she deems appropriate.
(c)Notice of Benefit Determination on Review. Within a reasonable time after the hearing, not later than 10 days after
the Plan Administrator receives the request for review (unless, due to unusual circumstances this period is extended by
up to 30 additional days if the Claimant is given notice of the extension before the initial 10 days has expired), the Plan
Administrator will make a decision and give the Claimant written notice thereof, setting forth (i) the specific reasons for
the decision, written in a manner calculated to be understood by the Claimant,
(ii) specific references to the pertinent Plan provisions on which the decision is based, (iii) a statement that the Claimant
is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and
other information relevant to the claim, and (iv) a statement about the Claimant’s right to submit a claim to arbitration
pursuant to Section 4.2 below. The Plan Administrator has discretion to make the decision; therefore the decision of the
Plan Administrator shall be final and binding.
4.2 Arbitration. In the event any claim, demand, cause of action, dispute, controversy or other matter in question (“Claim”) arises out of
this Plan (or its termination), whether arising in contract, tort or otherwise and whether provided by statute, equity or common law, that the
Employer may have against an Employee or that an Employee may have against the Employer, or any of the Employer’s affiliates, or any of
the foregoing entities’ respective officers, directors, employees or agents in their capacity as such or otherwise, and is not resolved by the
mutual written agreement between the Employee and the Employer, or otherwise, within 10 days after notice of determination on review is
provided pursuant to Section 4.1, then, upon the written request of the Employee or the Employer, such dispute or controversy shall be
submitted to binding arbitration following the exhaustion of the claims procedures described in Section 4.1 above. Any arbitration shall be
conducted in accordance with the Federal Arbitration Act (“FAA”) and, to the extent an issue is not addressed by the FAA or the FAA does
not apply, with the then-current National Rules for the Resolution of Employment Disputes of the American Arbitration Association
(“AAA”) or other rules of the AAA as applicable to the claims asserted. If a party refuses to honor its obligations under this Section, the
other party may compel arbitration in either federal or state
14
court. The arbitrators shall apply the substantive law of Texas (excluding Texas choice-of-law principles that might call for the application
of some other state’s law) or federal law, or both as applicable to the claims asserted. The arbitrators shall have exclusive authority to
resolve any dispute relating to the interpretation, applicability or enforceability of this Section, including any claim that all or part of the
Plan is void or voidable and any claim that an issue is not subject to arbitration. The results of arbitration will be binding and conclusive on
the parties hereto. Any arbitrators’ award or finding or any judgment or verdict thereon will be final and unappealable. All parties agree that
venue for arbitration will be in Tarrant County, Texas, and that any arbitration commenced in any other venue will be transferred to Tarrant
County, Texas, upon the written request of a party to the arbitration. The prevailing party will be entitled to reimbursement for reasonable
attorneys fees, reasonable costs and other reasonable expenses pertaining to the arbitration and the enforcement thereof and such attorneys
fees, costs and other expenses shall become a part of any award, judgment or verdict. All arbitrations will have three individuals acting as
arbitrators: one arbitrator will be selected by the Employee, one arbitrator will be selected by the Employer, and the two arbitrators so
selected will select a third arbitrator; provided that (d) the Employee or the Employer shall use reasonably diligent efforts to select their
respective arbitrator within 60 days after a matter is submitted to arbitration and (e) the parties (including arbitrators) shall not be limited to
selecting arbitrators from only the AAA’s lists of arbitrators. Any arbitrator selected by a party will not be affiliated, associated or related to
the party selecting that arbitrator in any matter whatsoever. The arbitrators may use the AAA rules, but are encouraged to adopt rules the
arbitrators deem appropriate to accomplish the arbitration quickly and inexpensively. Accordingly, the arbitrators may (i) dispense with any
formal rules of evidence and allow hearsay testimony so as to limit the number of witnesses required, (ii) act upon their understanding or
interpretation of the law on any issue without the obligation to research the issue or accept or act upon briefs on the issue prepared by any
party, (iii) limit the time for presentation of any party’s case as well as the amount of information or number of witnesses to be presented in
connection with any hearing (provided that each party shall have the right to call at least three witnesses), and
(iv) impose any other rules which the arbitrators believe appropriate to effect a resolution of the claims quickly and inexpensively. The types
and amount of discovery shall be conducted in accordance with the Federal Rules of Civil Procedure. The arbitration hearing shall be
conducted within 60 days after the selection of the arbitrators. All privileges under state and federal law, including attorney-client, work
product and party communication privileges, shall be preserved and protected. The decision of the majority of the arbitrators will be binding
on all parties. Arbitrations will be conducted in a manner so that the final decision of the arbitrators will be made and provided to the
Employee and the Employer no later than 120 days after a matter is submitted to arbitration. All proceedings conducted pursuant to this
Section, including any order, decision or award of the arbitrators, shall be kept confidential by all parties. THE EMPLOYEE
ACKNOWLEDGES THAT BY PARTICIPATING IN THE PLAN, THE EMPLOYEE IS WAIVING ANY RIGHT THAT THE
ELIGIBLE EMPLOYEE MAY HAVE TO A JURY TRIAL OR A COURT TRIAL IN CONNECTION WITH, OR RELATING
TO, A CLAIM BROUGHT UNDER SECTION 4.1 HEREOF.
15
5.1 Source of Benefits. Benefits under the Plan shall be unfunded and shall be provided from the general assets of the Employer.
ARTICLE V FUNDING OF THE PLAN
ARTICLE VI ADMINISTRATION OF THE PLAN
6.1 Plan Administration and Interpretation. The Plan Administrator shall oversee the administration of the Plan. The Plan
Administrator shall have complete control and authority to determine the rights and benefits of all claims, demands and actions arising out
of the provisions of the Plan of any Employee, Beneficiary, deceased Employee, or other person having or claiming to have any interest
under the Plan. The Plan Administrator shall have complete discretion to interpret the Plan and to decide all matters under the Plan. Such
interpretation and decision shall be final, conclusive and binding on all Employees and any person claiming under or through any
Employee, in the absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and capriciously. Any individual(s)
serving as Plan Administrator who is an Eligible Employee will not vote or act on any matter pertaining solely to himself or herself. When
making a determination or calculation, the Plan Administrator shall be entitled to rely on information furnished by an Employee, a
Beneficiary, or the Employer. The Plan Administrator shall have the responsibility for complying with any reporting and disclosure
requirements of ERISA.
6.2 Powers, Duties and Procedures, Etc. The Plan Administrator shall have such powers and duties, may adopt such rules, may act in
accordance with such procedures, may appoint such officers or agents, and may delegate such powers and duties, as it shall determine in its
sole discretion.
6.3 Information. To enable the Plan Administrator to perform its functions, the Employer shall supply full and timely information to the
Plan Administrator on all matters relating to the Base Salary, and/or Bonus of Eligible Employees, their employment, death, termination of
employment, and such other pertinent facts as the Plan Administrator may require.
6.4 Indemnification of Plan Administrator. The Employer agrees to indemnify and to defend to the fullest extent permitted by law any
director(s), officer(s), or employee(s) who serve as Plan Administrator (including any such individual who formerly served as Plan
Administrator), or to whom any administrative duties with respect to the Plan have been delegated, against all liabilities, damages, costs and
expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Employer) occasioned by any act or
omission to act in connection with the Plan, if such act or omission was performed in good faith.
16
ARTICLE VII
AMENDMENT AND TERMINATION OF THE PLAN
7.1 Right to Amend. Notwithstanding any provision of any other communication, either oral or written, made by the Employer, by the
Plan Administrator, or by any other individual or entity to employees, to any service provider, or to any other individual or entity, the Plan
Administrator reserves the absolute and unconditional right to amend the Plan from time to time on behalf of the Employer, including the
right to reduce or eliminate benefits provided pursuant to the provisions of the Plan as such provisions currently exist or may hereafter exist,
and the right to amend prospectively or retroactively; provided, however, no amendment made effective during the Protection Period may
decrease or diminish in any manner any rights or benefits of any person who was an Eligible Employee under this Plan on the Change in
Control without such Eligible Employee’s prior written consent. All amendments to the Plan shall be in writing and executed by a duly
authorized representative of the Plan Administrator, and any oral statements or representations made by the Employer, by the Plan
Administrator, or any other individual or entity that alter, modify, amend, or are inconsistent with the written terms of the Plan shall be
invalid and unenforceable and may not be relied upon by any Employee, Beneficiary, service provider, or other individual or entity.
7.2 Plan Term. This Plan was effective as of its adoption by the Board and has been continued through the Effective Date of this
Amendment and Restatement, subject to following:
(a)As of December 31, 2008, and on each December 31 thereafter, the term of the Plan automatically shall be extended
for one additional year unless, not later than the preceding November 30, the Employer shall by resolution of the Board
provide that the Plan’s term shall not be extended; provided, however, if prior to any such resolution the Company shall
have entered into an agreement (as described below) with a Person that would, if consummated, constitute a Change in
Control, then the term of this Plan automatically shall be extended until the date such agreement is abandoned or, if the
agreement is consummated, the end of the Protection Period with respect to such Change in Control, whichever is
applicable. For purposes of this Section 7.2(a), the term “agreement” shall mean the Company’s receipt, or distribution to
a third party, of a written, credible offer, which, if consummated, would result in a Change in Control, and such
“agreement” shall continue to apply for purposes of this Section 7.2(a) until the earlier of the date that the Change in
Control is consummated, or the date that the Company makes an affirmative determination to no longer pursue the
agreement.
(b)If a Change in Control shall have occurred during the term of the Plan (as it may be extended from time to time), the
term of the Plan shall continue until the expiration of the Protection Period.
(c)Expiration of the term of the Plan shall not affect the ability of Eligible Employees or the Employer to enforce their
rights under the terms of this Plan with respect to benefits to which they become entitled prior to the expiration of the
term of this Plan.
17
7.3 Effect of Termination. If the Plan is terminated, each Eligible Employee shall have no further rights hereunder, and the Employer
shall have no further obligations hereunder, except as otherwise specifically provided under the terms of the Plan; provided, however, that
no termination shall diminish any vested accrued benefits arising from incurred but unpaid claims of Eligible Employee or Beneficiaries
existing prior to the effective date of such termination. For avoidance of doubt, the effectiveness of a termination of the Plan shall be subject
to the Plan term provisions of Section 7.2.
ARTICLE VIII MISCELLANEOUS
PROVISIONS
8.1 Nondisparagement. In return for consideration due to an Eligible Employee under the Plan, each Employee agrees that he shall be
prohibited from making any untrue or defamatory statement, either with knowledge of such statement’s falsity or reckless disregard for such
statement’s truth or falsity, oral or written, about the Employer, the Board, the Employer’s executives, its employees and its products or
services during his period of employment and thereafter. In particular, each Employee agrees not to make any untrue public or private
statement, either with knowledge of such statement’s falsity or reckless disregard for the statement’s truth or falsity, including, but not
limited to, social media postings, press releases, statements to journalists, employees and prospective employers, interviews, editorials,
commentaries, speeches or conversations, that disparage or may disparage the Employer, the Board, the Employer’s executives, its
employees and its products or services. Similarly, the Employer is prohibited from making any untrue or defamatory statements regarding
the Employee during his period of employment and thereafter; provided that the non-disparagement obligation of the Company shall be
limited to the Employer’s [executive leadership team]. Nothing in this Agreement prohibits (a) compliance with legal process or subpoenas
to the extent only truthful statements are rendered in such compliance attempt, (b) statements in response to an inquiry from a court or
regulatory body,
(c) statements or comments in rebuttal of media stories or alleged media stories, or (d) engaging in rights protected by Section 7 of the
National Labor Relations Act, including but not limited to discussing wages with current or former Company employees, providing
assistance to current or former Company employees regarding workplace issues, or from communicating with the National Labor Relations
Board or other applicable legal forums. The violation of this Section shall entitle the Employer or Employee, as applicable, to complete
relief from such violation including, but not limited to, injunctive relief, damages as determined by an arbitrator, a termination of payments
pursuant to the Plan and a return of all payments paid pursuant to the Plan.
8.2 No Guarantee of Employment. Nothing herein shall alter the presumption of employment at will. Nothing herein shall be construed
to be a contract between the Employer and an Employee, or to be consideration for or an inducement of the employment of any individual
by the Employer. Nothing herein shall grant any Employee the right to be retained in the service of the Employer or limit in any way the
right of the Employer to discharge or terminate the service of any Employee at any time, without regard to the effect such discharge or
termination may have on any rights under the Plan.
18
8.3 Payments to Minors and Incompetents. If an Eligible Employee or beneficiary entitled to receive any benefits under the Plan is a
minor, is determined by the Plan Administrator to be incompetent, or is adjudged by a court of competent jurisdiction to be legally
incapable of giving valid receipt and discharge for benefits provided under the Plan, the Plan Administrator may pay such benefits to the
duly appointed guardian or conservator of such person or to any third party who is authorized (as determined by the Plan Administrator) to
receive any benefit under the Plan for the Eligible Employee or Beneficiary. Such payment shall fully discharge all liabilities and
obligations of the Plan Administrator under the Plan with respect to such benefits.
8.4 No Vested Right to Benefits. No Eligible Employee, nor anyone claiming a benefit through such Eligible Employee, shall have any
right to or interest in any benefits hereunder, except as specifically provided herein.
8.5 Non-alienation of Benefits. Except as the Plan Administrator may otherwise permit by rule or regulation, no interest in or benefit
payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
and any attempt by an Employee to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void and of no
effect; nor shall any interest in or benefit payable under the Plan be in any way subject to any legal or equitable process, including
garnishment, attachment, levy, seizure, or lien. This provision shall be construed to provide each Employee, or other person claiming any
interest or benefit in the Plan through an Employee, with the maximum protection afforded such Employee’s interest in the Plan (and
benefits thereunder) by law against alienation or encumbrance and against any legal and equitable process, including garnishment,
attachment, levy, seizure, or lien.
8.6 Jurisdiction. Except to the extent ERISA or any other federal law applies to the Plan and preempts state law, the Plan shall be
construed, enforced, and administered according to the laws of the State of Texas without regard to its choice of law principles.
8.7 Severability. If any provision of the Plan is held illegal, invalid, or unenforceable for any reason, that holding shall not affect the
remaining provisions of the Plan. Instead, the Plan shall be construed and enforced as if the illegal, invalid, or unenforceable provision had
not been included herein.
8.8 Tax Withholding. The Employer may withhold from any amounts payable under this Plan such taxes as shall be required to be
withheld pursuant to any applicable law or regulation. The Employer may also withhold from such amounts any loans or other amounts due
to the Employer by the Employee.
8.9 Overpayment. If, due to mistake or for any other reason, a Person receives benefits under the Plan in excess of what the Plan
provides, that Person shall repay the overpayment to the Employer in a lump sum within thirty (30) days of notice of the amount of
overpayment. If that Person fails to repay the overpayment, then without limiting any other remedies available to the Employer, the
Employer may deduct the amount, to the extent allowable by law, of the overpayment from any other amounts payable to the Person. No
benefit shall be payable under both the Plan and any other change in control plan or arrangement in effect prior to the adoption of the Plan.
It is intended that the Plan will supersede any change in control plans or arrangements in effect prior to the adoption of the Plan.
19
8.10
Successors.
(a)This Plan shall be binding upon, and inure to the benefit of, the Employer, Employees, and their respective
successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and
legatees, as applicable.
(b)The Employer will require any successor (whether direct or indirect, by purchase of securities, merger, consolidation,
sale of assets, or otherwise), to all or substantially all of the business or assets of the Employer, to expressly assume the
Plan and to agree to perform under this Plan in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place. Failure of the Employer to obtain such agreement prior to
the effectiveness of any such succession shall entitle Eligible Employees to compensation from the Employer in the same
amount and on the same terms as they would be entitled to hereunder if they incurred an Involuntarily Termination of
Employment immediately following a Change in Control.
8.11 Compliance with 409A. This Plan is intended to comply in form with Section 409A of the Code. Any provision of Section 409A that
is required to be in the Plan is hereby incorporated by reference and if any provision herein is in conflict with Section 409A, the terms of
Section 409A shall govern.
Executed on the 13th day of November, 2023, to be effective as of the Effective Date.
RANGE RESOURCES CORPORATION
By: /s/ STEVEN D. GRAY
Title: Chairman – Compensation Committee
Range Board of Directors
20
Exhibit 19.1
Insider Trading Policy
The purpose of this insider trading policy is to promote compliance with all applicable federal and state securities laws by Range Resources Corporation, its
subsidiaries and their respective board members, officers and employees. This policy replaces all previous policies of Range concerning insider trading.
Applicability
This policy is applicable to all board members, officers and employees of Range Resources Corporation and its subsidiaries (which, although separate legal persons
are, for convenience, collectively referred to as “Range”) as well as agents and advisors of Range who are provided a copy or placed on notice of this policy.
Questions regarding this policy, or its application to any proposed transaction, should be directed to Range's General Counsel, who has the authority to interpret this
policy and its application. Ultimately, however, the responsibility for adhering to this policy and avoiding unlawful transactions rests with the individual board
member, officer, employee, agent or advisor.
Policy
If any member of the board of directors, officer or employee of Range, or any agent or advisor of Range, has material nonpublic information relating to Range, it is
Range’s policy that neither that person nor any Related Person may buy or sell securities of Range or engage in any other action to take advantage of, or pass on to
others, that material nonpublic information. This policy also applies to all material nonpublic information relating to any other Company with publicly traded
securities, including our competitors, customers or suppliers, obtained in the course of employment by, or association with Range.
To avoid even the appearance of impropriety, additional requirements for trading Range securities apply to members of the board of directors of Range Resources
Corporation and senior officers of Range.
Definitions/Explanations
To properly understand and adhere to this policy, it is important that you familiarize yourself with the definitions below.
A. Who is an “Insider”?
Any person who possesses material nonpublic information is considered an “insider” as to that information. Insiders can include Range board members,
officers, employees, independent contractors and those persons in a special relationship with Range (including, for example, auditors, oil field service
providers, consultants or attorneys). The definition of insider is specific to each transaction. In other words, an individual is an insider with respect to each
item of material nonpublic information of which he or she is aware.
B. What is “Material” Information?
The materiality of information depends upon the circumstances. Information is considered "material" if there is a substantial likelihood that a reasonable
investor would consider it important in making an investment decision whether to buy, sell or hold a security or if the information is likely to have a
significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a Company’s
business or to any type of security, whether debt (such as publicly traded bonds) or equity (including common stock or rights to acquire stock).
Some examples of material information include:
•
•
•
•
•
•
Unpublished financial results,
Unpublished operational results, including drilling, logging, testing or oil and gas production results,
Information about a pending or proposed Company transaction,
Significant changes in corporate objectives,
Information about a significant sale or purchase of assets,
Resignation of or potential resignation of the Company’s independent auditor,
1
•
•
•
•
Significant changes in management,
Changes or potential changes in dividend policies,
Financial liquidity issues; and
Credit rating actions.
The above list is only illustrative; many other types of information may be considered "material," depending on the circumstances. The materiality of
particular information is subject to reassessment on a constant basis.
C. What is “Nonpublic” Information?
Information is "nonpublic" if it is not available to the general public. For information to be considered public, it must be disseminated in a manner
making it generally available to investors through press releases, the Company’s website, SEC filings or media like Dow Jones, Reuters, The Wall Street
Journal, Associated Press, or United Press International. The circulation of rumors, even if accurate and reported in the media, does not constitute effective
public dissemination, unless and until publicly confirmed or denied by Range.
D. Who is a “Related Person”?
For purposes of this policy, a “Related Person” includes:
•
•
•
•
•
Restrictions
A spouse, children and anyone else living in your household;
Partnerships in which you are a general partner;
Business entities in which you are the majority owner or that you otherwise control;
Trusts of which you are a trustee; and
Estates of which you are an executor or executrix.
A. Non-disclosure of Material Nonpublic Information
Material nonpublic information must not be disclosed to anyone, except the persons within Range or third party agents of Range (such as consultants,
service providers, the Company’s independent auditors, investment banking advisors or outside legal counsel) whose positions require them to know it,
until this information has been publicly released by Range.
B.
Prohibited Trading in Range Securities
Range board members, officers, employees, independent contractors and those persons in a special relationship with Range (including, for example, its
auditors, consultants or attorneys) may not place a purchase or sell order or recommend that another person place a purchase or sell order in Range
securities (including initial elections, changes in elections or reallocation of Range stock in your Range 401(k) plan account or other benefit plan) when
you have knowledge of material information concerning Range that has not been disclosed to the public.
This rule does not apply to the purchase of stock under any other Range sponsored plan resulting from your periodic contributions to the plan under an
election made at the time of enrollment in the plan. However, the trading restrictions do apply to an election to participate in the plan, any modifications to
your periodic contributions and to your sales of Range stock purchased under the plan.
This rule does not apply to the exercise of stock options or SARs, however stock that is acquired upon exercise of a stock option or SAR or distributed
from a deferred compensation plan is subject to this policy and may not be sold while the person who exercised the stock option or SAR is in possession
of material nonpublic information or while the trading window is closed.
2
C.
Prohibition of Trading for One Full Trading Day Following Earnings Releases and Other Material Announcements
All persons subject to this policy must allow at least 1 full trading day following publication of earnings releases and other material announcements before
trading in Range securities. This period permits a reasonable amount of time to elapse for the market to react to the information contained in the
announcement.
For example, if Range makes an announcement before the commencement of trading on a Monday, a person subject to this policy may trade in Range
securities starting on Tuesday of that week, because one full trading day would have elapsed by then (all of Monday). If the announcement is made on
Monday after trading begins, trading in Range securities cannot occur until Wednesday. If the announcement is made on Friday after trading begins,
trading made not occur until Tuesday of the following week.
D.
Prohibition on “Tipping” Information to Others
Federal law prohibits insiders from communicating or “tipping” material nonpublic information to Related Persons and any other third party (a "tippee").
Further, insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading,
including tippees who trade on material nonpublic information tipped to them and individuals who trade on material nonpublic information which has
been misappropriated.
Tippees inherit an insider's duties and are liable for trading on material nonpublic information illegally tipped to them by an insider. Just as insiders are
liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee's liability for
insider trading is no different from that of an insider. Tippees can obtain material nonpublic information by receiving overt tips from others or through,
among other things, conversations at social, business or other gatherings. If you became aware of material nonpublic information regarding Range being
tipped you should immediately report such facts to Range’s General Counsel.
E. Avoid Speculation
Board members, officers and employees, and their Related Persons, may not trade in options, warrants, puts and calls or similar instruments on Range
securities or sell Range securities "short." Trading by directors, officers and employees in puts, calls, straddles, equity swaps or other derivative securities
that are directly linked to Range securities is also prohibited without the prior approval of the Board of Directors. In addition, board members, senior
officers and their Related Persons shall notify Range’s General Counsel if they hold Range securities in margin accounts.
F.
Trading in Other Securities
No Range board member, officer, employee or Related Person may place a purchase or sell order, or recommend that another person place a purchase or
sell order, in the securities of another corporation if the person learns of material nonpublic information about the other corporation in the course of his/her
employment with Range.
G. Close of Trading Window
As a public Company Range regularly reports quarterly and annual earnings on Form 10-Q and Form 10-K. Given the attention by the investment
community to such quarterly and annual financial results, the Company has a policy such that no trading by any insider is permitted during the 7-day
period before and until the day after each quarterly earning conference call (or if the Company does not conduct a quarterly earnings conference call, the
filing of Form 10-Q or Form 10-K with the Securities and Exchange Commission (SEC)). Notice of such trading blackout period will typically be
provided by email reminder, but regardless of the timing or transmittal of any such email reminder to employees, the quarterly trading blackout period
shall apply. In addition, Range may issue other potentially material information by means of a press release, SEC filing on Form 8-K or other means
designed to achieve widespread dissemination of the information. These events may dictate that the trading window will be closed while Range is in the
process of assembling the information to be released and until the information has been released and fully absorbed by the market and notice of such
trading blackouts will be provided as promptly as reasonable under the circumstances. The trading window may also be closed by the Company for other
purposes for short periods including insuring an accurate outstanding share count for shareholder voting purposes.
Members of the board of directors and senior officers may also be subject to event-specific blackouts pursuant to the SEC's Regulation Blackout Trading
Restriction, which prohibits certain sales and other transfers by insiders during certain pension plan blackout periods.
3
RANGE RESOURCES CORPORATION
Subsidiaries of Registrant
EXHIBIT 21
Name
Range Resources—Appalachia, LLC
Range Resources—Pine Mountain, LLC
Range Production Company, LLC
Range Resources—Midcontinent, LLC
Range Resources—Louisiana, Inc.
Jurisdiction of
Incorporation
Delaware
Delaware
Delaware
Delaware
Delaware
Percentage of Voting
Securities Owned by
Immediate Parent
100%
100%
100%
100%
100%
List of Subsidiary Guarantors
EXHIBIT 22
The following sets forth the subsidiary guarantors of our 4.875% senior notes due 2025, our 8.25% senior notes due 2029 and our 4.75% senior notes due 2030 as of
December 31, 2023.
Name of Guarantor Subsidiary
Range Resources—Pine Mountain, LLC
Range Resources—Louisiana, Inc.
Range Resources—Appalachia, LLC
Range Production Company, LLC
Range Resources—Midcontinent, LLC
Jurisdiction of
Incorporation
Delaware
Delaware
Delaware
Delaware
Delaware
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-256101) of Range Resources Corporation,
(2) Registration Statements (Form S-8 Nos. 333-266336, 333-256098 and 333-251268) pertaining to the Amended and Restated 2019 Equity-Based Compensation
Plan of Range Resources Corporation,
(3) Registration Statement (Form S-8 No. 333-231834) pertaining to the 2019 Equity-Based Compensation Plan of Range Resources Corporation,
(4) Registration Statements (Form S-8 Nos. 333-159951, 333-167199 and 333-175098) pertaining to the Range Resources Corporation Amended and Restated
2005 Equity-Based Compensation Plan of Range Resources Corporation, and
(5) Registration Statements (Form S-8 Nos. 333-251267, 333-209830 and 333-233391) pertaining to the Amended and Restated Range Resources Corporation
2004 Deferred Compensation Plan for Directors and Select Employees of Range Resources Corporation;
of our reports dated February 21, 2024, with respect to the consolidated financial statements of Range Resources Corporation and the effectiveness of internal control over
financial reporting of Range Resources Corporation included in this Annual Report (Form 10-K) of Range Resources Corporation for the year ended December 31, 2023.
/s/ Ernst & Young LLP
Fort Worth, Texas
February 21, 2024
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation, by reference, in the Registration Statements on Form S-3 (No. 333-256101) of Range Resources Corporation, on Form S-8 (Nos.
333-266336, 333-256098, and 333-251268) pertaining to the Amended and Restated 2019 Equity-Based Compensation Plan of Range Resources Corporation, on Form S-8
(No. 333-231834) pertaining to the 2019 Equity-Based Compensation Plan of Range Resources Corporation, on Form S-8 (Nos. 333-159951, 333-167199, and 333-
175098) pertaining to the Range Resources Corporation Amended and Restated Range Resources Corporation 2005 Equity-Based Compensation Plan, and on Form S-8
(Nos. 333-251267, 333-209830, and 333-233391) pertaining to the Range Resources Corporation 2004 Deferred Compensation Plan for Directors and Select Employees,
of our report dated January 18, 2024, with respect to our audit of estimates of proved reserves and future net revenue to the Range Resources Corporation interest, prepared
for Range Resources Corporation and included in the Range Resources Corporation Annual Report (Form 10-K) for the year ended December 31, 2023.
EXHIBIT 23.2
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Eric J. Stevens
Eric J. Stevens, P.E.
President and Chief Operating Officer
Dallas, Texas
February 19, 2024
I, Dennis L. Degner, certify that:
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
EXHIBIT 31.1
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Range Resources Corporation (the "registrant");
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date:
February 21, 2024
/s/ DENNIS L. DEGNER
Dennis L. Degner
Chief Executive Officer and President
I, Mark S. Scucchi, certify that:
CERTIFICATION OF CHIEF FINANCIAL OFFICER
EXHIBIT 31.2
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Range Resources Corporation (the "registrant");
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date:
February 21, 2024
/s/ MARK S. SCUCCHI
Mark S. Scucchi
Executive Vice President and Chief Financial Officer
CERTIFICATION OF
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF RANGE RESOURCES CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report on Form 10-K for the period ending December 31, 2023 and filed with the Securities and Exchange Commission on the date
hereof (the "Report") and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Dennis L. Degner, Chief Executive
Officer and President of Range Resources Corporation (the "Company"), hereby certify that, to my knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
By:
/s/ DENNIS L. DEGNER
Dennis L. Degner
February 21, 2024
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF RANGE RESOURCES CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the Annual Report on Form 10-K for the period ending December 31, 2023 and filed with the Securities and Exchange Commission on the date
hereof (the "Report") and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Mark S. Scucchi, Chief Financial
Officer of Range Resources Corporation (the "Company"), hereby certify that, to my knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
By:
/s/ MARK S. SCUCCHI
Mark S. Scucchi
February 21, 2024
RANGE RESOURCES CORPORATION
Clawback Policy
Effective October 8, 2023
Exhibit 97
Purpose
As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Range Resources Corporation (the “Company”) has
adopted this Clawback Policy (the “Policy”) to require the Company, as directed by the Board or the Compensation Committee of the Board (the “Committee”), to recover
Covered Compensation (as defined below) erroneously awarded to a Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below).
Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation and operation in accordance with the final
rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the final listing standards adopted by the Stock Exchange, and any
applicable SEC or Stock Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery requirements (collectively, the
“Final Guidance”). Questions regarding this Policy or the Final Guidance should be directed to the Company’s General Counsel. As of and after the effective date noted
above, this Policy supersedes any other current policy of the Company directly relating to this subject matter.
Policy Statement
Unless a Clawback Exception (as defined below) applies, the Company will recover reasonably promptly from each Covered Officer the Covered
Compensation that was Received (as defined below) by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the
material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an
error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were
corrected in the current period or left uncorrected in the current period (each, an “Accounting Restatement”). If a Clawback Exception applies with respect to one or more
Covered Officers, the Company may forgo such recovery under this Policy from any such Covered Officer(s). The Committee shall be responsible for determining, in its
reasonable discretion, the amount of Covered Compensation to be recovered from each Covered Officer.
Covered Officers
For purposes of this Policy, “Covered Officer” is defined as any current or former “Section 16 officer” of the Company within the meaning of Rule 16a-1(f)
under the Exchange Act, as determined by the Board or the Committee, who served at any time during an applicable Recovery Period (as defined below). Covered
Officers include, at a minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K. Without
limiting the foregoing, the “executive officers” of the Company shall include at all times the Chief Executive Officer, President, any Executive Vice President and any
Senior Vice President, and may include any other Company Vice President determined by the Committee to be a Covered Officer and to have Received any Covered
Compensation.
Covered Compensation
For purposes of this Policy:
•
“Covered Compensation” is defined as the entire amount (without any reduction) of Incentive-Based Compensation (as defined below) Received during
the applicable Recovery Period that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received during such
Recovery Period had it been determined based on the relevant restated amounts, and computed on the “gross” amount(s) Received without regard to any
taxes paid, whether paid by the Company or the Covered Officer.
Incentive-Based Compensation that is Received by a Covered Officer will only qualify as Covered Compensation if: (i) it is Received after such Covered
Officer begins service as a Covered Officer; (ii) such Covered Officer served as a Covered Officer at any time during the performance period for such
Incentive-Based Compensation; and (iii) it is Received while the Company has a class of securities listed on a national securities exchange or a national
securities association.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Covered Compensation is
not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of such Incentive-Based Compensation
that is deemed to be Covered Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total
shareholder return upon which the Incentive-Based Compensation was Received, and the Company will maintain and provide to the Stock Exchange
documentation of the determination of such reasonable estimate.
“Incentive-Based Compensation” is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a
Financial Reporting Measure (as defined below). For purposes of clarity, Incentive-Based Compensation includes compensation that is in any plan, other
than tax-qualified retirement plans (such as the Company’s 401(k) plan), including long term disability, life insurance, and supplemental executive
retirement plans, and any other compensation that is based on such Incentive-Based Compensation, such as earnings accrued on notional amounts of
Incentive-Based Compensation contributed to such plans.
“Financial Reporting Measure” is defined as a measure that is determined and presented in accordance with the accounting principles used in preparing
the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Non-GAAP financial measures, stock price
and total shareholder return are also Financial Reporting Measures.
Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the
Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
•
•
•
Recovery Period
For purposes of this Policy, the applicable “Recovery Period” is defined as the three completed fiscal years immediately preceding the Trigger Date (as defined
below) and, if applicable, any transition period resulting from a change in the Company’s fiscal year within or immediately following those three completed fiscal years
(provided, however, that if a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year comprises a period of
nine to 12 months, such period would be deemed to be a completed fiscal year).
For purposes of this Policy, the “Trigger Date” as of which the Company is required to prepare an Accounting Restatement is the earlier to occur of: (i) the
date that the Board, the Committee or other applicable Board committee, or officers authorized to take action if Board action is not required, concludes, or reasonably
should have concluded, that the Company is required to prepare the Accounting Restatement or (ii) the date a court, regulator, or other legally authorized body directs the
Company to prepare the Accounting Restatement.
Clawback Exceptions
The Company is required to recover all Covered Compensation that was Received by a Covered Officer in the event of an Accounting Restatement unless (i)
one of the following conditions are met and (ii) the Committee has made a determination that recovery would be impracticable in accordance with Rule 10D-1 under the
Exchange Act (under such circumstances, a “Clawback Exception” applies):
•
•
•
the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (and the Company has already made a
reasonable attempt to recover such erroneously awarded Covered Compensation from such Covered Officer, has documented such reasonable attempt(s)
to recover, and has provided such documentation to the Stock Exchange);
recovery would violate a Covered Officer’s home country law that was adopted prior to November 28, 2022 (and the Company has already obtained an
opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and provided such opinion to the
Stock Exchange); or
recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail
to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code and regulations thereunder. For purposes of clarity, this
Clawback Exception only applies to tax-qualified retirement plans and does not apply to other plans, including long term disability, life insurance, and
supplemental executive retirement plans, or any other compensation that is based on
Incentive-Based Compensation in such plans, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans.
Prohibitions
The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of erroneously awarded
Covered Compensation.
Administration and Interpretation
The Committee will administer this Policy in accordance with the Final Guidance, and will have full and exclusive authority and discretion to supplement,
amend, repeal, interpret, terminate, construe, modify, replace and/or enforce (in whole or in part) this Policy, including the authority to correct any defect, supply any
omission or reconcile any ambiguity, inconsistency or conflict in the Policy, subject to the Final Guidance. To the extent this Policy conflicts with any provision in an
existing or future written agreement between the Company and the Covered Officer, the provisions of this Policy shall control. This Policy is in addition to and, unless
expressly provided otherwise in this Policy, is not intended to change or interpret any federal or state law or regulation, including the Delaware General Corporation Law,
the Restated Certificate of Incorporation, as amended, of the Company, or the Amended and Restated Bylaws of the Company. The Committee will review the Policy
from time to time and will have full and exclusive authority to take any action it deems appropriate. The Committee shall be permitted to engage, in its sole discretion,
any professional advisor(s) or consultant(s) to assist the Committee in fulfilling its obligations under this Policy.
The Committee will have the authority to offset any compensation or benefit amounts that become due to the applicable Covered Officers to the extent
permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and as it deems necessary or desirable to recover any Covered Compensation.
Further, the Committee shall have the right to recover any Covered Compensation from a Covered Officer by any lawful means including, without limitation, the right to
cancel future compensation awards to the Covered Officer or by means of offset by cancelling prior grants of Incentive-Based Compensation, whether vested or unvested,
restricted or deferred, or paid or unpaid, and/or the forfeiture of previously vested equity awards. The Committee shall maintain the relevant documentation that it utilized
in reasonably determining the amount of the Covered Compensation to be recovered from each Covered Officer.
Each Covered Officer, upon being so designated by, or assuming such position with, the Company (i) acknowledges and consents to this Policy, and to being
bound by the terms of this Policy, (ii) agrees to fully cooperate with the Company in connection with any of such Covered Officer’s obligations to the Company pursuant
to this Policy, and (iii) agrees that the Company may enforce its rights under this Policy through any and all reasonable means permitted under applicable law as it deems
necessary or desirable under this Policy.
Disclosure
This Policy, and any recovery of Covered Compensation by the Company pursuant to this Policy that is required to be disclosed in the Company’s filings with
the SEC, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related rules and regulations, including the Final Guidance. It is
the Company’s intention to initially file this Policy as an exhibit to its 2023 Annual Report on Form 10-K (to be filed with the SEC in February 2024).
Exhibit 99.1
January 18, 2024
Mr. Alan Farquharson
Range Resources Corporation
100 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
Dear Mr. Farquharson:
In accordance with your request, we have audited the estimates prepared by Range Resources Corporation (Range), as of December 31, 2023, of the
proved reserves and future revenue to the Range interest in certain oil and gas properties located in Pennsylvania. It is our understanding that the proved
reserves estimates shown herein constitute approximately 96 percent of all proved reserves owned by Range. We have examined the estimates with
respect to reserves quantities, reserves categorization, future producing rates, future net revenue, and the present value of such future net revenue, using
the definitions set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Rule 4-10(a). The estimates of reserves and future revenue
have been prepared in accordance with the definitions and regulations of the SEC and conform to the FASB Accounting Standards Codification Topic 932,
Extractive Activities—Oil and Gas, except that per-well overhead expenses and future income taxes are excluded. We completed our audit on or about the
date of this letter. This report has been prepared for Range's use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures
used in the preparation of this report are appropriate for such purpose.
The following table sets forth Range's estimates of the net reserves and future net revenue, as of December 31, 2023, for the audited properties:
Category
Proved Developed Producing
Proved Developed Non-Producing
Proved Undeveloped
Total Proved
Totals may not add because of rounding.
Oil
(MBBL)
Net Reserves
NGL
(MBBL)
Gas
(MMCF)
Future Net Revenue (M$)
Total
Present Worth
at 10%
19,778.3
1,581.5
21,566.5
582,853.5
46,525.0
411,388.0
6,576,787.5
526,580.7
3,785,674.8
13,533,561.9
1,006,354.3
6,921,112.1
5,529,489.4
448,892.0
1,848,616.1
42,926.2
1,040,766.5
10,889,041.9
21,461,028.9
7,826,997.2
The oil volumes shown include crude oil and condensate. Oil and natural gas liquids (NGL) volumes are expressed in thousands of barrels (MBBL); a
barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.
When compared on an area-by-area basis, some of the estimates of Range are greater and some are less than the estimates of Netherland, Sewell &
Associates, Inc. (NSAI). However, in our opinion the estimates shown herein of Range's reserves and future revenue are reasonable when aggregated at
the proved level and have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information
promulgated by the Society of Petroleum Engineers (SPE Standards). Additionally, the estimates shown herein of Range's proved reserves and present
worth are within approximately 5 percent of the estimates of NSAI, which is within the recommended 10 percent tolerance threshold set forth in the SPE
Standards. We are satisfied with the methods and procedures used by Range in preparing the December 31, 2023, estimates of reserves and future
revenue, and we saw nothing of an unusual nature that would cause us to take exception with the estimates, in the aggregate, as prepared by Range.
Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The
estimates of reserves and future revenue included herein have not been adjusted for risk. Range's estimates do not include probable or possible reserves
that may exist for these properties, nor do they include any value for undeveloped acreage beyond those tracts for which undeveloped reserves have been
estimated.
Prices used by Range are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January
through December 2023. For oil volumes and a portion of NGL volumes, the average NYMEX West Texas Intermediate price of $78.10 per barrel is
adjusted for quality, transportation fees, and market differentials. For gas volumes and the remaining portion of the NGL volumes, the average Henry Hub
price of $2.62 per MMBTU is adjusted for energy content, transportation fees, and market differentials. For ethane volumes and NGL volumes associated
with ethane, historical realized prices used in the calculation of adjustments are based on formulas specified by contractual agreements. All prices are held
constant throughout the lives of the properties. The average adjusted product prices weighted by production over the remaining lives of the properties are
$68.31 per barrel of oil, $24.91 per barrel of NGL, and $2.23 per MCF of gas.
Operating costs used by Range are based on historical operating expense records. Operating costs have been divided into per-well costs and per-unit-of-
production costs. Headquarters general and administrative overhead expenses of Range are not included. Capital costs used by Range are based on
authorizations for expenditure and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, and
production equipment. Abandonment costs used are Range's estimates of the costs to abandon the wells and production facilities, net of any salvage
value. Operating, capital, and abandonment costs are not escalated for inflation.
The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas
which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible
reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or
decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic
assumptions discussed herein, estimates of Range and NSAI are based on certain assumptions including, but not limited to, that the properties will be
developed consistent with current development plans as provided to us by Range, that the properties will be operated in a prudent manner, that no
governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that projections of
future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could
be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received
for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing these estimates.
It should be understood that our audit does not constitute a complete reserves study of the audited oil and gas properties. Our audit consisted primarily of
substantive testing, wherein we conducted a detailed review of all properties. In the conduct of our audit, we have not independently verified the accuracy
and completeness of information and data furnished by Range with respect to ownership interests, oil and gas production, well test data, historical costs of
operation and development, product prices, or any agreements relating to current and future operations of the properties and sales of production. However,
if in the course of our examination something came to our attention that brought into question the validity or sufficiency of any such information or data, we
did not rely on such information or data until we had satisfactorily resolved our questions relating thereto or had independently verified such information or
data. Our audit did not include a review of Range's overall reserves management processes and practices.
We used standard engineering and geoscience methods, or a combination of methods, including performance analysis and analogy, that we considered to
be appropriate and necessary to establish the conclusions set forth herein. As in all aspects of oil and gas evaluation, there are uncertainties inherent in
the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.
Supporting data documenting this audit, along with data provided by Range, are on file in our office. The technical persons primarily responsible for
conducting this audit meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. Philip S.
(Scott) Frost, a Licensed Professional Engineer in the State of Texas, has been practicing consulting petroleum engineering at NSAI since 1984 and has
over 4 years of prior industry experience. William J. Knights, a Licensed Professional Geoscientist in the State of Texas, has been practicing consulting
petroleum geoscience at NSAI since 1991 and has over 10 years of prior industry experience. We are independent petroleum engineers, geologists,
geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.
Sincerely,
NETHERLAND, SEWELL & ASSOCIATES, INC.
Texas Registered Engineering Firm F-2699
/s/ Richard B. Talley, Jr.
By:
Richard B. Talley, Jr., P.E.
Chief Executive Officer
/s/ William J. Knights
By:
William J. Knights, P.G. 1532
Vice President
/s/ Philip S. (Scott) Frost
By:
Philip S. (Scott) Frost, P.E. 88738
Senior Vice President
Date Signed: January 18, 2024
Date Signed: January 18, 2024
PSF: CEV