e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark one)
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þ |
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Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2005
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o |
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Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934.
For the transition period from _______ to _______ |
Commission
File Number 001-12209
A. |
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Full title of the plan and address of the plan, if
different from the issuer named below |
RANGE RESOURCES CORPORATION
401 (k) PLAN
B. |
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Name of issuer of the securities held pursuant to the plan and address of its principle executive office |
Range Resources Corporation
777 Main Street, Suite 800
Fort Worth, Texas, 76012
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee and Participants of the
Range Resources Corporation 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of the Range
Resources Corporation 401(k) Plan as of December 31, 2005 and 2004, and the related statements of
changes in net assets available for benefits for the years then ended. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects,
the net assets available for benefits of the Range Resources Corporation 401(k) Plan as of December
31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended,
in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held at end of year is presented
for the purposes of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Whitley Penn
Fort Worth, Texas
May 19, 2006
F - 1
RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2005 |
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2004 |
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Assets |
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Investments, at fair value: |
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Shares of registered investment companies: |
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Mutual funds |
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$ |
18,820,143 |
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$ |
5,212,544 |
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Common collective trust |
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4,026,615 |
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1,271,155 |
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Range Resources common stock |
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17,062,600 |
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7,246,181 |
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Participant loans |
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607,208 |
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254,552 |
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Total assets |
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40,516,566 |
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13,984,432 |
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Liabilities |
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Liability for excess contribution |
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66,799 |
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Net assets available for benefits |
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$ |
40,449,767 |
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$ |
13,984,432 |
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See accompanying notes to financial statements.
F- 2
RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended December 31, |
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2005 |
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2004 |
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Additions to net assets |
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Investment income: |
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Net realized and unrealized gains on investments |
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$ |
8,887,690 |
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$ |
4,267,858 |
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Interest and dividends |
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705,965 |
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108,196 |
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Total investment income |
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9,593,655 |
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4,376,054 |
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Transfers from another trust |
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15,080,181 |
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Contributions: |
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Non-cash: |
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Employer stock |
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873,000 |
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770,100 |
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Cash: |
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Participant |
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2,076,364 |
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997,075 |
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Employer match |
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646,538 |
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Rollover |
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54,078 |
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Total contributions |
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3,649,980 |
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1,767,175 |
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Total additions to net assets |
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28,323,816 |
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6,143,229 |
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Deductions from net assets |
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Benefits paid to participants |
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1,858,481 |
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1,112,147 |
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Participant loans terminated due to
withdrawal of participants |
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37,096 |
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Total deductions from net assets |
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1,858,481 |
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1,149,243 |
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Net increase in net assets available for benefits |
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26,465,335 |
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4,993,986 |
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Net assets available for benefits at beginning of year |
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13,984,432 |
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8,990,446 |
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Net assets available for benefits at end of year |
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$ |
40,449,767 |
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$ |
13,984,432 |
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See accompanying notes to financial statements.
F- 3
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
A. Description of the Plan
Plan Description
The following description of the Range Resources Corporation 401(k) Plan (the Plan) provides only
general information. The Plan is sponsored by Range Resources Corporation (the Company or Plan
Sponsor). Participants should refer to the Plan agreement for a more complete description of the
Plans provisions.
General
The Plan was established effective January 1, 1989 as a defined contribution plan covering
employees of the Company who are eighteen years of age or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
On January 1, 2005, the Company merged the net assets of the Great Lakes Energy Partners, LLC
401(k) Plan in the amount of $15.1 million into the Plan. The assets of this plan have been
recorded as Transfers from another trust in the
accompanying statement of changes in net assets available
for benefits for the year ended December 31, 2005.
The purpose of the Plan is to encourage employees to save and invest, systematically, a portion of
their current compensation in order that they may have a source of additional income upon their
retirement, or for their family in the event of death.
Contributions
Participants may contribute up to 50% of pre-tax annual compensation, as defined by the Plan.
Contributions are subject to limitations on annual additions and other limitations imposed by the
Internal Revenue Code (the Code) as defined in the Plan agreement. Integrated contributions are
equal to 5.7% of each active participants eligible compensation in excess of the social security
taxable wage base in 2005 and 2004.
Employees who are eligible to make salary deferral contributions under the Plan and who have
attained age 50 before the close of the Plan year, are eligible for catch-up contributions in
accordance with and subject to the limitations imposed by the Code.
Participants must be employed on the last day of the Plan year, and complete 1,000 hours of service
during the Plan year to be eligible to receive profit sharing contributions. Each year the Board
of Directors determines the percentage of employee salaries that the Company will contribute as a
profit sharing contribution. In 2005 and 2004, the Company made profit sharing contributions, in
the form of Company stock, at the rate of 3% and 6% of an eligible participants salary, which
approximated $873,000 and $770,000, respectively.
F- 4
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
A. Description of the Plan continued
Contributions continued
At the discretion of the Board of Directors, the Company may elect to contribute a matching
contribution based on the amounts of salary reduction of the participants. Effective January 1,
2005, the Company began making matching cash contributions to participant accounts. The cash match
during 2005 was $0.50 on the dollar (per pay period) up to the first 6% of participant
contributions, which approximated $647,000.
Participant Accounts
Each participants account is credited with the participants elective contribution, employer
contribution(s), and earnings thereon. Allocations are based on participant earnings or account
balances as defined in the Plan. The benefit to which a participant is entitled is the benefit
that can be provided from the participants vested account.
Vesting
Participants are immediately fully vested in their elective contributions plus actual earnings
thereon. Vesting in the Company contribution portion of accounts plus actual earnings thereon is
as follows:
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Vested |
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Years of Service |
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Percentage |
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Less than One (1) year |
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0 |
% |
One (1) year |
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40 |
% |
Two (2) years |
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80 |
% |
Three (3) or more years |
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100 |
% |
A year of service for vesting purposes is defined as a period in which a participant completes at
least 1,000 hours of service.
Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years
or, in the case of a loan to acquire or construct the primary residence of a participant, a period
not to exceed a repayment period used by commercial lenders for similar loans. The loans are
secured by the balance in the participants account and bear interest at the prime rate plus 2.00%,
as defined by the Participant Loan Program. Interest rates for 2005 and 2004, ranged from 4.0% to
10.5%. Principal and interest are paid ratably through payroll deductions.
F- 5
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
A. Description of the Plan continued
Benefit Payments
Participants withdrawing during the year for reasons of service or disability, retirement, death,
or termination are entitled to their vested account balance. Benefits are distributed in the form
of rollovers, lump sums, installment payments, or through the purchase of an annuity contract. If
withdrawing participants are not entitled to their entire account balance, the amounts not received
are forfeited and reallocated to the remaining participants once it is assured that a break in
service was incurred by the withdrawing participant. Disbursements for benefits are recorded when
paid.
A participant may receive a hardship distribution from salary reduction contributions if the
distribution is: (1) on account of uninsured medical expenses incurred by the participant, their
spouse or dependents; (2) to purchase (excluding mortgage payments) a principal residence of the
participant; (3) for the payment of post-secondary tuition expenses; or, (4) needed to prevent
eviction of the participant from his or her principal residence or foreclosure upon the mortgage of
the participants principal residence.
Forfeitures
Forfeited balances of terminated participants non-vested accounts are reallocated to the account
balances of the remaining participants.
Administrative Expenses
The Plan Sponsor pays administrative expenses of the Plan. During 2005 and 2004, the Plan Sponsor
paid approximately $23,000 and $16,700, respectively, of Plan expenses on behalf of the Plan.
B. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis of accounting in accordance
with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America, requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of additions to and deductions
from net assets available for benefits during the reporting period. Actual results could differ
from these estimates.
F- 6
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
B. Summary of Significant Accounting Policies continued
Investment Valuation and Income Recognition
Investments are valued at fair market value as of December 31, 2005 and 2004. The common stock of
the Company is valued at the last reported sales price on the last business day of the Plan year.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date. Net realized gains or
losses on investments is the difference between the proceeds received upon the sale of investments
and the market value of investments as of the end of the preceding year or the average cost of
those assets if acquired during the current year.
Unrealized appreciation or depreciation of investments represents the increase or decrease in
market value during the year.
These investments are subject to market or credit risks customarily associated with equity
investments. Participant loans are recorded at the unpaid principal balance, which approximates
fair value.
Contributions
Contributions from participants and the Company are accrued in the period in which they are
deducted in accordance with salary deferral agreements and as they become obligations of the
Company, as determined by the Plans administrator.
Payment of Benefits
Benefits are recorded when paid.
Plan Expenses
Employees of the Company perform certain administrative functions with no compensation from the
Plan. Administrative costs of the Plan are paid by the Company and are not reflected in the
accompanying financial statements.
C. Investments
Participants may direct their 401(k) salary deferrals to be invested into any of the nineteen
investment funds offered by the Plan as well as common stock of the Company.
F- 7
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
C. Investments continued
Non-cash profit sharing contributions made in the form of the Companys common stock, by the
Company, can be redirected by participants into any of the nineteen investment options offered by
the Plan.
The following table presents the individual investments that exceeded 5% of the Plans net assets
available for benefits at December 31:
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Description |
|
2005 |
|
Range Resources common stock |
|
$ |
17,062,600 |
|
American Growth Fund of America R3 |
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|
4,785,515 |
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DWS Stable Value Trust-Institutional Shares |
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|
4,026,615 |
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DWS Dreman High Return Equity A |
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|
2,887,749 |
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Description |
|
2004 |
|
Range Resources common stock |
|
$ |
7,246,181 |
|
American Growth Fund of America R3 |
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|
1,410,876 |
|
Scudder Stable Value Fund |
|
|
1,271,155 |
|
Scudder Dreman High Return Equity A |
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|
929,015 |
|
Common stock of the Company represented approximately 42% and 52% of total net assets available for
benefits at December 31, 2005 and 2004, respectively.
During 2005 and 2004, the Composition of the Plans net realized and unrealized gains on
investments was as follows:
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2005 |
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2004 |
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Mutual Funds |
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$ |
1,060,198 |
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$ |
470,673 |
|
Range
Resources common stock |
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|
7,827,492 |
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3,797,185 |
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Common Collective Trust |
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$ |
8,887,690 |
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$ |
4,267,858 |
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D. Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated August
20, 2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the
related trust is exempt from federal income taxation. The Plan has been amended since receiving
the determination letter. The Company has adopted the Scudder Trust Company Prototype Defined
Contribution Plan, which has been approved by the IRS for use by employers as a qualified plan.
Once qualified, the Plan is required to operate in conformity with the Code to maintain its
qualification. The Company believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and the related trust
is tax exempt.
F- 8
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
E. Forfeitures
At December 31, 2005 and 2004, the balance in the forfeiture account approximated $60,000 and
$36,000, respectively. In 2005, there was approximately $36,000 of forfeitures reallocated to
participants. In 2004, there was approximately $6,000 of forfeitures reallocated to participants.
F. Transactions with Parties-in-Interest
Participants have the option to invest their salary deferrals into the common stock of the Company
or shares of mutual funds managed by Scudder. Scudder acts as trustee for these investments as
defined by the Plan. Transactions in such investments qualify as parties-in-interest transactions,
which are exempt from the prohibited transaction rules.
G. Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan
at any time, subject to the provisions of ERISA. In the event of such termination of the Plan,
participants would become fully vested and the net assets of the Plan would be distributed among
the participants in accordance with ERISA.
H. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as of December 31, 2005 and
2004, per the financial statements to the Form 5500:
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2005 |
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2004 |
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Net assets available for benefits per the financial statements |
|
$ |
40,449,767 |
|
|
$ |
13,984,432 |
|
Liability for excess contributions |
|
|
66,799 |
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
40,516,566 |
|
|
$ |
13,984,432 |
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The reconciling items noted above are due to the difference in the method of accounting used in
preparing the Form 5500 as compared to the Plans financial statements. The modified cash basis of
accounting was used in preparing the Form 5500, whereas the Plans financial statements have been
prepared on the accrual basis of accounting as required by accounting principles generally accepted
in the United States of America.
F- 9
RANGE RESOURCES CORPORATION 401(k) PLAN
FORM 5500, SCHEDULE H, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
EIN: 34-1312571
Plan: 002
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(c) |
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(e) |
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(b) |
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Description |
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(d) |
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Current |
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(a) |
|
Identity of Issuer |
|
of Investments |
|
Cost |
|
Value |
|
* |
|
Range Resources Corp. |
|
Common Stock |
|
** |
|
$ |
17,062,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Funds |
|
The Growth Fund of America Class R3 |
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|
|
|
4,785,515 |
|
|
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|
|
|
|
|
|
|
|
|
* |
|
DWS |
|
Stable Value Trust Institutional Shares |
|
** |
|
|
4,026,615 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS |
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Dreman High Return Equity A |
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** |
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|
2,887,749 |
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Oppenheimer |
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Global Fund Class N |
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** |
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|
1,830,139 |
|
|
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|
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|
* |
|
DWS |
|
Core Fixed Income Fund Class A |
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** |
|
|
1,595,363 |
|
|
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|
|
|
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|
* |
|
DWS |
|
Mid Cap Growth Fund Class A |
|
** |
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|
1,573,420 |
|
|
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|
|
|
|
|
|
* |
|
DWS |
|
Moderate Allocation Fund Class A |
|
** |
|
|
1,451,480 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS |
|
Equity 500 Index Fund Investment Class |
|
** |
|
|
1,296,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allianz |
|
NFJ Small Cap Value A |
|
** |
|
|
741,021 |
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|
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|
|
|
|
|
* |
|
DWS |
|
Value Builder Fund Class A |
|
** |
|
|
673,949 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS |
|
RREEF Real Estate Securities Fund Class A |
|
** |
|
|
472,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lord Abbett |
|
Mid-Cap Value Fund Class P |
|
** |
|
|
460,992 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS |
|
International Select Equity Fund Class A |
|
|
|
|
427,688 |
|
|
|
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|
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|
Pimco |
|
Real Return Fund Class R |
|
** |
|
|
259,588 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS |
|
Micro Cap Fund Class A |
|
|
|
|
222,922 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS |
|
Growth Allocation Fund Class A |
|
** |
|
|
72,768 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS |
|
Conservative Allocation Fund Class A |
|
** |
|
|
68,489 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS |
|
Growth Plus Allocation Fund Class A |
|
** |
|
|
267 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans |
|
4.0 % 10.5 %; 1 5 years |
|
-0- |
|
|
607,208 |
|
|
|
|
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$ |
40,516,566 |
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* |
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A party in interest as defined by ERISA |
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** |
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Cost not necessary due to partipant-directed investments in mutual funds, common collective trust and common stock |
F- 11
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee has
duly caused this annual report to be signed on their behalf by the undersigned hereunto duly
authorized.
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RANGE RESOURCES CORPORATION
401(k) PLAN |
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Date: June 27, 2006 |
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/s/ Roger S. Manny |
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Roger S. Manny, Trustee |
F- 12
Exhibit Index
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NUMBER |
|
Exhibit |
23*
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|
Consent of independent accountants |
|
|
|
99.1*
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Certification of the December 31, 2005 Annual Report on Form 11-K, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Principal Executive Officer and Principal Financial Officer of the Plan. |
F- 13