RANGE RESOURCES CORP
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
For the fiscal year ended December 31,2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to_____
Commission File Number:001-12209
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 34-1312571 |
|---|---|
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
| 100 Throckmorton Street, Suite 1200, Fort Worth, Texas | 76102 |
| (Address of Principal Executive Offices) | (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 | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 par value | RRC | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Smaller reporting company | ☐ |
|---|---|---|---|
| Accelerated filer | ☐ | Emerging growth company | ☐ |
| Non-accelerated filer | ☐ | ||
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.
DOCUMENTS INCORPORATED BY REFERENCE
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.
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 · Page | ||
|---|---|---|
| ITEMS 1. & 2. | Business and Properties | 1 |
| General | 1 | |
| Executive Summary for 2023 | 1 | |
| Available Information | 2 | |
| Our Business Strategy | 2 | |
| Significant Accomplishments in 2023 | 4 | |
| Segment and Geographical Information | 4 | |
| Outlook for 2024 | 4 | |
| Proved Reserves | 5 | |
| Production, Sales Price and Production Costs | 7 | |
| Property Overview | 8 | |
| Producing Wells | 8 | |
| Drilling Activity | 8 | |
| Gross and Net Acreage | 9 | |
| Undeveloped Acreage Expirations | 9 | |
| Title to Properties | 9 | |
| Delivery Commitments | 10 | |
| Human Capital Management | 10 | |
| Executive Officers of The Registrant | 10 | |
| Competition | 11 | |
| Marketing and Customers | 11 | |
| Seasonal Nature of Business | 12 | |
| Markets | 12 | |
| Governmental Regulation | 12 | |
| Environmental and Occupational Health and Safety Matters | 15 | |
| Glossary of Certain Defined Terms | 20 | |
| ITEM 1A. | Risk Factors | 21 |
| ITEM 1B. | Unresolved Staff Comments | 33 |
| ITEM 1C. | Cybersecurity | 33 |
| ITEM 3. | Legal Proceedings | 33 |
| ITEM 4. | Mine Safety Disclosures | 34 |
| PART II | ||
| ITEM 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 35 |
| Market for Common Stock | 35 | |
| Holders of Record | 35 | |
| Dividends | 35 | |
| Equity Compensation Plan Information | 35 | |
| Purchases of Equity Securities by Issuer and Affiliated Purchases | 35 | |
| Stockholder Return Performance Presentation | 36 | |
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TABLE OF CONTENTS (continued)
| Page | ||
|---|---|---|
| ITEM 6. | [Reserved] | 36 |
| ITEM 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 37 |
| Management's Discussion and Analysis of Results of Operations | 38 | |
| Management's Discussion and Analysis of Financial Condition, Cash Flows, Capital Resources and Liquidity | 47 | |
| Management's Discussion of Critical Accounting Estimates | 52 | |
| ITEM 7A. | Quantitative and Qualitative Disclosures about Market Risk | 56 |
| Market Risk | 56 | |
| Commodity Price Risk | 57 | |
| Other Commodity Risk | 57 | |
| Commodity Sensitivity Analysis | 57 | |
| Counterparty Risk | 58 | |
| Interest Rate Risk | 58 | |
| ITEM 8. | Financial Statements and Supplementary Data | F-1 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 59 |
| ITEM 9A. | Controls and Procedures | 59 |
| ITEM 9B. | Other Information | 59 |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 59 |
| PART III | ||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 60 |
| ITEM 11. | Executive Compensation | 60 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 60 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 60 |
| ITEM 14. | Principal Accountant Fees and Services | 60 |
| PART IV | ||
| ITEM 15. | Exhibits and Financial Statement Schedules | 61 |
| SIGNATURES | 63 | |
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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:
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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Part I
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.