RRC 10-Q Quarterly Report Sept. 30, 2024 | Alphaminr

RRC 10-Q Quarter ended Sept. 30, 2024

RANGE RESOURCES CORP
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

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

RANGE RESOURCES CORPORATION

(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, (Par Value $0.01)

RRC

New York Stock Exchange

Registrant’s telephone number, including area code

( 817 ) 870-2601

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No

241,309,647 shares of common stock were outstanding on October 18, 2024


RANGE RESOURCES CORPORATION

FORM 10-Q

Quarter Ended September 30, 2024

Unless the context otherwise indicates, all references in this report to "Range Resources," "Range," "we," "us," or "our" are to Range Resources Corporation and its directly and indirectly owned subsidiaries . For certain industry specific terms used in this Form 10-Q, please see "Glossary of Certain Defined Terms" in our 2023 Annual Report on Form 10-K.

TABLE OF CONTENTS

Page

PART I – FINANCIAL INFORMATION

ITEM 1.

Financial Statements :

3

Consolidated Balance Sheets

3

Consolidated Statements of Income (Unaudited)

4

Consolidated Statements of Comprehensive Income (Unaudited)

5

Consolidated Statements of Cash Flows (Unaudited)

6

Consolidated Statements of Stockholders’ Equity (Unaudited)

7

Notes to Consolidated Financial Statements (Unaudited)

9

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

34

ITEM 4.

Controls and Procedures

36

PART II – OTHER INFORMATION

ITEM 1.

Legal Proceedings

37

ITEM 1A.

Risk Factors

37

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

ITEM 5.

Other Information

37

ITEM 6.

Exhibits

38

SIGNATURES

39

2


PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

RANGE RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

September 30,

December 31,

2024

2023

Assets

(Unaudited)

Current assets:

Cash and cash equivalents

$

277,450

$

211,974

Accounts receivable, less allowance for doubtful accounts of $ 308 in 2024 and 2023

181,143

274,669

Contingent consideration receivable

8,000

Derivative assets

160,321

341,330

Prepaid assets

18,815

18,159

Other current assets

17,812

15,992

Total current assets

655,541

870,124

Derivative assets

37,489

101,641

Natural gas properties, successful efforts method

11,715,018

11,225,482

Accumulated depletion and depreciation

( 5,366,182

)

( 5,107,801

)

6,348,836

6,117,681

Other property and equipment

72,072

72,639

Accumulated depreciation and amortization

( 69,988

)

( 70,943

)

2,084

1,696

Operating lease right-of-use assets

118,988

23,821

Other assets

78,365

88,922

Total assets

$

7,241,303

$

7,203,885

Liabilities

Current liabilities:

Accounts payable

$

96,894

$

110,134

Asset retirement obligations

2,395

2,395

Accrued liabilities

273,317

290,579

Deferred compensation liabilities

24,136

44,149

Accrued interest

27,023

37,261

Derivative liabilities

6,649

222

Operating lease liabilities

91,363

11,584

Divestiture contract obligation

84,744

86,762

Current maturities of long-term debt

617,383

Total current liabilities

1,223,904

583,086

Senior notes

1,089,131

1,774,229

Deferred tax liabilities

571,095

561,288

Derivative liabilities

684

107

Deferred compensation liabilities

62,883

72,976

Operating lease liabilities

30,811

16,064

Asset retirement obligations and other liabilities

123,406

119,896

Divestiture contract obligation

271,302

310,688

Total liabilities

3,373,216

3,438,334

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, 267,423,909 issued at
September 30, 2024 and
265,756,369 shares at December 31, 2023

2,674

2,658

Common stock held in treasury, at cost, 26,116,065 shares at September 30, 2024 and
24,716,065 shares at December 31, 2023

( 492,816

)

( 448,681

)

Additional paid-in capital

5,913,716

5,879,705

Accumulated other comprehensive income

600

647

Retained deficit

( 1,556,087

)

( 1,668,778

)

Total stockholders' equity

3,868,087

3,765,551

Total liabilities and stockholders’ equity

$

7,241,303

$

7,203,885

The accompanying notes are an integral part of these consolidated financial statements.

3


RANGE RESOURCES CORPORATION

CO NSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Revenues and other income:

Natural gas, NGLs and oil sales

$

533,277

$

526,718

$

1,578,728

$

1,731,382

Derivative fair value income

47,124

38,394

110,530

530,095

Brokered natural gas, marketing and other

34,632

44,612

101,187

171,584

Total revenues and other income

615,033

609,724

1,790,445

2,433,061

Costs and expenses:

Direct operating

25,285

22,562

70,198

73,442

Transportation, gathering, processing and compression

306,154

277,207

878,524

830,880

Taxes other than income

5,117

4,756

15,459

19,643

Brokered natural gas and marketing

32,588

46,206

98,287

158,074

Exploration

7,334

6,970

18,511

19,022

Abandonment and impairment of unproved properties

4,723

11,012

8,618

44,308

General and administrative

41,526

38,093

125,608

120,765

Exit costs

7,649

10,684

28,058

71,661

Deferred compensation plan

( 1,930

)

8,997

5,715

29,546

Interest

29,301

30,599

89,490

93,918

Gain on early extinguishment of debt

( 11

)

( 254

)

( 439

)

Depletion, depreciation and amortization

91,137

87,619

265,872

259,197

Gain on the sale of assets

( 69

)

( 109

)

( 222

)

( 353

)

Total costs and expenses

548,804

544,596

1,603,864

1,719,664

Income before income taxes

66,229

65,128

186,581

713,397

Income tax expense:

Current

1,282

601

5,263

3,000

Deferred

14,291

15,097

9,820

149,289

15,573

15,698

15,083

152,289

Net income

$

50,656

$

49,430

$

171,498

$

561,108

Net income per common share:

Basic

$

0.21

$

0.20

$

0.71

$

2.30

Diluted

$

0.21

$

0.20

$

0.70

$

2.27

Dividends declared per share

$

0.08

$

0.08

$

0.24

$

0.24

Weighted average common shares outstanding:

Basic

240,865

241,338

240,832

239,455

Diluted

242,623

243,937

242,802

242,144

The accompanying notes are an integral part of these consolidated financial statements.

4


RANGE RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF COMP REHENSIVE INCOME

(Unaudited, in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Net income

$

50,656

$

49,430

$

171,498

$

561,108

Other comprehensive income:

Postretirement benefits:

Amortization of prior service costs/actuarial gain

( 20

)

12

( 59

)

36

Income tax expense (benefit)

4

( 2

)

12

( 8

)

Total comprehensive income

$

50,640

$

49,440

$

171,451

$

561,136

The accompanying notes are an integral part of these consolidated financial statements.

5


RANGE RESOURCES CORPORATION

CO NSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Nine Months Ended September 30,

2024

2023

Operating activities:

Net income

$

171,498

$

561,108

Adjustments to reconcile net income to net cash provided from operating activities:

Deferred income tax expense

9,820

149,289

Depletion, depreciation and amortization

265,872

259,197

Abandonment and impairment of unproved properties

8,618

44,308

Derivative fair value income

( 110,530

)

( 530,095

)

Cash settlements on derivative financial instruments

362,695

188,496

Divestiture contract obligation, including accretion

27,933

71,380

Amortization of deferred financing costs and other

3,352

3,591

Deferred and stock-based compensation

37,597

60,166

Gain on the sale of assets

( 222

)

( 353

)

Gain on early extinguishment of debt

( 254

)

( 439

)

Changes in working capital:

Accounts receivable

101,530

288,415

Other current assets

( 1,809

)

( 9,520

)

Accounts payable

( 27,052

)

( 84,291

)

Accrued liabilities and other

( 122,424

)

( 249,455

)

Net cash provided from operating activities

726,624

751,797

Investing activities:

Additions to natural gas properties

( 432,264

)

( 421,087

)

Additions to field service assets

( 1,371

)

( 321

)

Acreage purchases

( 44,787

)

( 27,422

)

Proceeds from disposal of assets

273

823

Purchases of marketable securities held by the deferred compensation plan

( 36,681

)

( 39,545

)

Proceeds from the sales of marketable securities held by the deferred
compensation plan

42,225

43,663

Net cash used in investing activities

( 472,605

)

( 443,889

)

Financing activities:

Borrowings on credit facility

185,000

Repayments on credit facility

( 204,000

)

Repayment of senior notes

( 69,846

)

( 60,934

)

Dividends paid

( 58,127

)

( 57,949

)

Treasury stock purchases

( 44,136

)

( 9,663

)

Taxes paid for shares withheld

( 25,201

)

( 39,475

)

Change in cash overdrafts

( 9,070

)

( 18,616

)

Proceeds from the sales of common stock held by the deferred
compensation plan

17,837

60,323

Net cash used in financing activities

( 188,543

)

( 145,314

)

Increase in cash and cash equivalents

65,476

162,594

Cash and cash equivalents at beginning of period

211,974

207

Cash and cash equivalents at end of period

$

277,450

$

162,801

The accompanying notes are an integral part of these consolidated financial statements.

6


RANGE RESOURCES CORPORATION

CONSOLIDATED STATEMENTS O F STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except per share data)

Fiscal Year 2024

Common

Accumulated

stock

Additional

other

Common stock

Treasury

held in

paid-in

comprehensive

Retained

Shares

Par value

shares

treasury

capital

income

deficit

Total

Balance as of December 31, 2023

265,756

$

2,658

( 24,716

)

$

( 448,681

)

$

5,879,705

$

647

$

( 1,668,778

)

$

3,765,551

Issuance of common stock

1,547

15

( 22,428

)

( 22,413

)

Issuance of common stock upon
vesting of PSUs

7

361

( 361

)

Stock-based compensation expense

10,979

10,979

Dividends ($ 0.08 per share)

( 19,473

)

( 19,473

)

Other comprehensive loss

( 15

)

( 15

)

Net income

92,138

92,138

Balance as of March 31, 2024

267,310

$

2,673

( 24,716

)

$

( 448,681

)

$

5,868,617

$

632

$

( 1,596,474

)

$

3,826,767

Issuance of common stock

109

1

25,826

25,827

Stock-based compensation expense

9,560

9,560

Dividends ($ 0.08 per share)

( 19,615

)

( 19,615

)

Treasury stock repurchased

( 305

)

( 10,199

)

( 10,199

)

Other comprehensive loss

( 16

)

( 16

)

Net income

28,704

28,704

Balance as of June 30, 2024

267,419

$

2,674

( 25,021

)

$

( 458,880

)

$

5,904,003

$

616

$

( 1,587,385

)

$

3,861,028

Issuance of common stock

5

( 12

)

( 12

)

Stock-based compensation expense

9,725

9,725

Dividends ($ 0.08 per share)

( 19,358

)

( 19,358

)

Treasury stock repurchased

( 1,095

)

( 33,936

)

( 33,936

)

Other comprehensive loss

( 16

)

( 16

)

Net income

50,656

50,656

Balance as of September 30, 2024

267,424

$

2,674

( 26,116

)

$

( 492,816

)

$

5,913,716

$

600

$

( 1,556,087

)

$

3,868,087

The accompanying notes are an integral part of these consolidated financial statements.

7


RANGE RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, in thousands, except per share data)

Fiscal Year 2023

Common

Accumulated

stock

Additional

other

Common stock

Treasury

held in

paid-in

comprehensive

Retained

Shares

Par value

shares

treasury

capital

income

deficit

Total

Balance as of December 31, 2022

262,887

$

2,629

( 24,002

)

$

( 429,659

)

$

5,764,970

$

467

$

( 2,462,401

)

$

2,876,006

Issuance of common stock

2,794

28

( 33,963

)

( 33,935

)

Issuance of common stock
upon vesting of PSUs

6

278

( 278

)

Stock-based compensation expense

9,096

9,096

Dividends ($ 0.08 per share)

( 19,334

)

( 19,334

)

Treasury stock issuance

1

20

( 20

)

Treasury stock repurchased

( 323

)

( 7,737

)

( 7,737

)

Excise tax on stock repurchases

( 97

)

( 97

)

Other comprehensive income

9

9

Net income

481,447

481,447

Balance as of March 31, 2023

265,687

$

2,657

( 24,324

)

$

( 437,473

)

$

5,740,361

$

476

$

( 2,000,566

)

$

3,305,455

Issuance of common stock

65

64,360

64,360

Stock-based compensation expense

8,687

8,687

Dividends ($ 0.08 per share)

( 19,306

)

( 19,306

)

Treasury stock repurchased

( 77

)

( 1,926

)

( 1,926

)

Excise tax on stock repurchases

97

97

Other comprehensive income

9

9

Net income

30,231

30,231

Balance as of June 30, 2023

265,752

$

2,657

( 24,401

)

$

( 439,302

)

$

5,813,408

$

485

$

( 1,989,641

)

$

3,387,607

Issuance of common stock

4

1

20,985

20,986

Stock-based compensation expense

8,856

8,856

Dividends ($ 0.08 per share)

( 19,309

)

( 19,309

)

Other comprehensive income

10

10

Net income

49,430

49,430

Balance as of September 30, 2023

265,756

$

2,658

( 24,401

)

$

( 439,302

)

$

5,843,249

$

495

$

( 1,959,520

)

$

3,447,580

The accompanying notes are an integral part of these consolidated financial statements.

8


RANGE RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANC IAL STATEMENTS (UNAUDITED)

(1) SUMMARY OF ORGANIZATION AND NATURE OF BUSINESS

Range Resources Corporation ("Range") is a Fort Worth, Texas-based independent natural gas, natural gas liquids (NGLs) and oil (predominately condensate referred to herein as "oil") company engaged in the exploration, development and acquisition of natural gas and liquids properties in the Appalachian region of the United States. Our objective is to build stockholder value through returns-focused development of our properties. Range is a Delaware corporation with our common stock listed and traded on the New York Stock Exchange under the symbol "RRC."

(2) BASIS OF PRESENTATION

These consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of the results for the periods reported. All adjustments are of a normal recurring nature unless otherwise disclosed. These consolidated financial statements, including selected notes, have been prepared in accordance with the applicable rules of the Securities Exchange Commission ("SEC") and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statements.

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on February 21, 2024. The results of operations for third quarter and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year. We make certain reclassifications to the prior year statements to conform with the current year presentation. These reclassifications have no impact on previously reported stockholders' equity, net income or cash flows.

(3) NEW ACCOUNTING STANDARDS

Not Yet Adopted

There were no issued or pending accounting standards in third quarter 2024 that are expected to have a material impact on our consolidated financial statements.

(4) REVENUES FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

We have three material revenue streams in our business: natural gas sales, NGLs sales and oil 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. Other marketing revenue for the nine months ended September 30, 2023 includes the receipt of $ 5.1 million in make-whole payments. Accounts receivable attributable to our revenue contracts with customers was $ 177.1 million at September 30, 2024 and $ 263.9 million at December 31, 2023 . Revenue attributable to each of our identified revenue streams is disaggregated below (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Natural gas sales

$

234,139

$

246,976

$

715,266

$

913,915

NGLs sales

266,186

238,211

750,547

695,368

Oil sales

32,952

41,531

112,915

122,099

Total natural gas, NGLs and oil sales

533,277

526,718

1,578,728

1,731,382

Sales of purchased natural gas

28,692

40,267

80,518

154,361

Sales of purchased NGLs

660

937

4,847

1,605

Interest income

3,188

1,279

9,507

4,016

Other marketing revenue

2,092

2,129

6,315

11,602

Total

$

567,909

$

571,330

$

1,679,915

$

1,902,966

9


(5) INCOME TAXES

We evaluate and update our annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. For the three and nine months ended September 30, 2024 and 2023 , our overall effective tax rate was different than the federal statutory rate due primarily to state income taxes, tax credits, equity compensation and the limitation of executive compensation expense. Current income taxes reflect estimated state and federal income taxes due for 2024 which are based on our estimated earnings, taking into account all applicable tax rates and laws.

(6) INCOME PER COMMON SHARE

Basic income or loss per share attributable to common shareholders is computed as (1) income or loss attributable to common shareholders (2) less income allocable to participating securities (3) divided by weighted average basic shares outstanding. Diluted income or loss per share attributable to common shareholders is computed as (1) basic income or loss attributable to common shareholders (2) plus diluted adjustments to income allocable to participating securities (3) divided by weighted average diluted shares outstanding. The following sets forth a reconciliation of income or loss to basic income or loss attributable to common shareholders to diluted income or loss attributable to common shareholders (in thousands, except per share amounts):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Net income, as reported

$

50,656

$

49,430

$

171,498

$

561,108

Participating earnings (a)

( 170

)

( 632

)

( 922

)

( 10,868

)

Basic net income attributed to common shareholders

50,486

48,798

170,576

550,240

Reallocation of participating earnings (a)

1

4

5

106

Diluted net income attributed to common shareholders

$

50,487

$

48,802

$

170,581

$

550,346

Net income per common share:

Basic

$

0.21

$

0.20

$

0.71

$

2.30

Diluted

$

0.21

$

0.20

$

0.70

$

2.27

(a)

Restricted Stock Liability Awards represent participating securities because they participate in non-forfeitable 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 details weighted average common shares outstanding and diluted weighted average common shares outstanding (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Weighted average common shares outstanding – basic

240,865

241,338

240,832

239,455

Effect of dilutive securities:

Director and employee restricted stock and performance based equity awards

1,758

2,599

1,970

2,689

Weighted average common shares outstanding – diluted

242,623

243,937

242,802

242,144

Weighted average common shares outstanding basic for third quarter 2024 excludes 811,000 shares of restricted stock held in our deferred compensation plan compared to 3.1 million shares in third quarter 2023 (although all awards are issued and outstanding upon grant). Weighted average common shares outstanding basic for first nine months 2024 excludes 1.3 million shares of restricted stock held in our deferred compensation plan compared to 4.7 million shares for first nine months 2023. For the three months ended September 30, 2024 , equity grants of 8,000 shares compared to 9,000 shares in the same period of the prior year 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 computation. For the nine months ended September 30, 2024 and in the same period of the prior year, equity grants of 3,000 shares were outstanding but not included in the computation of diluted net income because the shares would be anti-dilutive to the computation.

10


(7) Capitalized Costs and Accumulated Depreciation, Depletion and Amortization (a)

September 30,
2024

December 31,
2023

(in thousands)

Natural gas properties:

Properties subject to depletion

$

10,898,172

$

10,435,611

Unproved properties

816,846

789,871

Total

11,715,018

11,225,482

Accumulated depletion and depreciation

( 5,366,182

)

( 5,107,801

)

Net capitalized costs

$

6,348,836

$

6,117,681

(a)
Includes capitalized asset retirement costs and the associated accumulated amortization.

(8) INDEBTEDNESS

We had the following debt outstanding as of the dates shown below (in thousands):

September 30,
2024

December 31,
2023

Bank debt

$

$

Senior notes:

4.875 % senior notes due 2025

618,140

688,388

8.25 % senior notes due 2029

600,000

600,000

4.75 % senior notes due 2030

500,000

500,000

Total senior notes

1,718,140

1,788,388

Unamortized debt issuance costs

( 11,626

)

( 14,159

)

Total debt, net of deferred financing costs

1,706,514

1,774,229

Less current maturities of long-term debt (a)

( 617,383

)

Total long-term debt

$

1,089,131

$

1,774,229

(a) As of September 30, 2024 , current maturities include $ 618.1 million principal amount of our 4.875 % senior notes due 2025 ( $ 617.4 million net of deferred financing costs).

No interest was capitalized during the nine months ended September 30, 2024 or the year ended December 31, 2023.

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, which 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 also provides for a borrowing base subject to re-determinations, including event-driven unscheduled re-determinations. As of September 30, 2024 , our bank group was 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 credit facility can either be at the alternate base rate (ABR, as defined in the bank credit facility 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 facility 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 base rate loans or to convert all or any part of the base rate loans to SOFR loans. We had no outstanding balance on our bank credit facility during first nine months 2024 . The weighted average interest rate was 8.4 % for first nine months 2023 . A commitment fee is paid on the undrawn balance based on an annual rate of 0.375 % to 0.50 %. At September 30, 2024 , the commitment fee was 0.375 % and the interest rate margin was 0.75 % on our ABR loans and 1.75 % on our SOFR loans.

As part of our re-determination completed in October 2024, our borrowing base was reaffirmed at $ 3.0 billion and our bank commitment was also reaffirmed at $ 1.5 billion . On September 30, 2024 , we had no outstanding borrowings on our bank credit facility. We had $ 169.4 million of undrawn letters of credit, leaving $ 1.3 billion of committed borrowing capacity available under the facility.

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 aggregate 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 through privately negotiated transactions, open market repurchases, redemptions or otherwise.

11


During the nine months ended September 30, 2024 , we repurchased in the open market $ 70.2 million principal amount of our 4.875 % senior notes due 2025 at a discount. We recognized a gain on early extinguishment of debt for these transactions of $ 254,000 , net of remaining deferred financing costs on the repurchased debt. During the nine months ended September 30, 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 $ 439,000 , net of the remaining deferred financing costs on the repurchased debt.

Guarantees

Range is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries. The guarantees by our 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

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 maximum consolidated debt to EBITDAX ratio (as defined in the bank credit facility agreement) of 3.75 x and a minimum current ratio (as defined in the bank credit facility agreement) of 1.0 x. We were in compliance with applicable covenants under the bank credit facility at September 30, 2024 .

(9) ASSET RETIREMENT OBLIGATIONS

Our asset retirement obligations primarily represent the estimated present value of the 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. A reconciliation of our liability for plugging and abandonment costs for the nine months ended September 30, 2024 and the year ended December 31, 2023 is as follows (in thousands):

Nine Months Ended
September 30, 2024

Year Ended
December 31, 2023

Beginning of period

$

117,429

$

109,851

Liabilities incurred

2,466

2,047

Liabilities settled

( 4,619

)

( 3,039

)

Accretion expense

5,382

6,000

Change in estimate

446

2,570

End of period

121,103

117,429

Less current portion

( 2,395

)

( 2,395

)

Long-term asset retirement obligations

$

118,708

$

115,034

Accretion expense is recognized as a component of depreciation, depletion and amortization expense in the accompanying consolidated statements of income.

12


(10) DERIVATIVE ACTIVITIES

We use commodity-based derivative contracts to manage exposure to commodity price fluctuations. We do not enter into these arrangements for speculative or trading purposes. We utilize commodity swaps, collars, three-way collars or swaptions to (1) reduce the effect of price volatility of the commodities we produce and sell and (2) support our annual capital budget, fixed costs and investment plans. The fair value of our derivative contracts, represented by the estimated amount that would be realized upon termination, based on a comparison of the contract price and a reference price, generally the New York Mercantile Exchange (NYMEX) for natural gas and oil or Mont Belvieu for NGLs, approximated a net unrealized gain of $ 207.4 million at September 30, 2024 . These contracts expire monthly through December 2027. The following table sets forth our commodity-based derivative volumes by year as of September 30, 2024, excluding our basis swaps which are discussed separately below:

Period

Contract Type

Volume Hedged

Weighted Average Hedge Price

Swap

Sold Put

Floor

Ceiling

Natural Gas (a)

2024

Swaps

300,000 Mmbtu/day

$

4.21

2024

Collars

416,848 Mmbtu/day

$

3.49

$

5.63

2024

Three-way Collars

133,152 Mmbtu/day

$

2.61

$

3.36

$

4.34

2025

Swaps

400,000 Mmbtu/day

$

4.12

2025

Three-way Collars

138,959 Mmbtu/day

$

2.52

$

3.33

$

4.93

2026

Swaps

100,000 Mmbtu/day

$

4.11

2027

Swaps

30,000 Mmbtu/day

$

4.10

Oil

2024

Swaps

5,000 bbls/day

$

81.35

NGLs (C3-Propane)

2024

Swaps

7,000 bbls/day

$

33.86

(a)

We also sold natural gas swaptions of 20,000 Mmbtu/day for calendar year 2026 at a weighted average price of $ 4.05 /Mmbtu that expire in October 2024 and 30,000 Mmbtu/day for calendar year 2027 at a weighted price of $ 4.10 /Mmbtu that expire in October 2024 .

Every derivative instrument is required to be recorded on the balance sheet as either an asset or a liability measured at its fair value. We recognize all changes in fair value of these derivatives as earnings in derivative fair value income or loss in the periods in which they occur.

Basis Swap Contracts

In addition to the commodity derivatives described above, at September 30, 2024 , we had natural gas basis swap contracts which lock in the differential between NYMEX Henry Hub and certain of our physical pricing indices. These contracts settle through December 2028 and include a total volume of 257,470,000 Mmbtu. The fair value of these contracts was a loss of $ 16.9 million at September 30, 2024.

Derivative Assets and Liabilities

The combined fair value of derivatives included in the accompanying consolidated balance sheets as of September 30, 2024 and December 31, 2023 is summarized below. 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. The tables below provide additional information relating to our master netting arrangements with our derivative counterparties (in thousands):

September 30,
2024

December 31,
2023

Derivative assets:

Gross amounts of recognized assets

$

215,587

$

452,378

Gross amounts offset in the consolidated balance sheets

( 17,777

)

( 9,407

)

Net amounts of assets presented in the consolidated balance sheets

$

197,810

$

442,971

13


September 30,
2024

December 31,
2023

Derivative (liabilities):

Gross amounts of recognized (liabilities)

$

( 25,110

)

$

( 9,736

)

Gross amounts offset in the consolidated balance sheets

17,777

9,407

Net amounts of (liabilities) presented in the consolidated balance sheets

$

( 7,333

)

$

( 329

)

Derivative Fair Value Income

The effects of our derivatives on our consolidated statements of income are summarized below (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Commodity swaps

$

54,003

$

14,513

$

85,964

$

266,672

Swaptions

2,019

57

1,152

( 2,435

)

Three-way collars

7,059

7,071

15,802

63,285

Collars

19,589

12,566

45,476

184,924

Basis swaps

( 35,546

)

4,977

( 37,864

)

23,379

Divestiture contingent consideration

( 790

)

( 5,730

)

Total derivative fair value income

$

47,124

$

38,394

$

110,530

$

530,095

(11) FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three approaches for measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. These standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows:

Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either 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 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.

14


Fair Values – Recurring

We use a market approach for our recurring fair value measurements and endeavor to use the best information available. The following tables present the fair value hierarchy for assets and liabilities measured at fair value, on a recurring basis (in thousands):

Fair Value Measurements at September 30, 2024 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
September 30, 2024

Trading securities held in the deferred compensation plan

$

63,201

$

$

$

63,201

Derivatives

–swaps

165,885

165,885

–collars

25,701

25,701

–three-way collars

15,792

15,792

–basis swaps

( 16,892

)

( 16,892

)

–swaptions

( 9

)

( 9

)

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

Trading securities held in the deferred compensation plan

$

71,989

$

$

$

71,989

Derivatives

–swaps

247,580

247,580

–collars

152,540

152,540

–three-way collars

25,406

25,406

–basis swaps

18,277

18,277

–swaptions

( 1,161

)

( 1,161

)

Our trading securities in Level 1 are exchange-traded and measured at fair value with a market approach using end of period 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 also 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. However, the subjectivity in the volatility factors utilized can cause a significant change in the fair value measurement and is considered a significant unobservable input. As of September 30, 2024, 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 September 30, 2024 , we used a weighted average implied volatility of 17 % for natural gas 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):

Nine Months Ended
September 30,

Balance at December 31, 2023

$

( 1,161

)

Total gains included in earnings

Additions

( 9

)

Settlements

1,161

Balance at September 30, 2024

$

( 9

)

Trading securities. 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 third quarter 2024 , interest and dividends were $ 261,000 and the mark-to-market adjustment was a gain of $ 3.2 million compared to interest and dividends of $ 331,000 and a mark-to-market loss of $ 3.5 million in third quarter 2023. For first nine months 2024 , interest and dividends were $ 739,000 and the mark-to-market adjustment was a gain of $ 8.1 million compared to interest and dividends of $ 945,000 and a mark-to-market gain of $ 2.2 million in first nine months 2023.

15


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 in third quarter or first nine months 2024 or 2023.

Fair Values – Reported

The following presents the carrying amounts and the fair values of our financial instruments as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024

December 31, 2023

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

Assets:

Commodity derivatives

$

197,810

$

197,810

$

442,971

$

442,971

Marketable securities (a)

63,201

63,201

71,989

71,989

(Liabilities):

Commodity derivatives

( 7,333

)

( 7,333

)

( 329

)

( 329

)

Bank credit facility (b)

4.875 % senior notes due 2025 (b)

( 618,140

)

( 615,383

)

( 688,388

)

( 679,363

)

8.25 % senior notes due 2029 (b)

( 600,000

)

( 621,108

)

( 600,000

)

( 624,816

)

4.75 % senior notes due 2030 (b)

( 500,000

)

( 482,360

)

( 500,000

)

( 463,085

)

Deferred compensation plan (c)

( 87,019

)

( 87,019

)

( 117,125

)

( 117,125

)

(a)
Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges.
(b)
The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior notes is based on end of period market quotes which are Level 2 inputs.
(c)
The fair value of our deferred compensation plan is updated to the closing price on the balance sheet date, which is a Level 1 input.

Our current assets and liabilities include financial instruments, the most significant of which are trade accounts receivable and payable. 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 and expected incurrence 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.

Concentrations of Credit Risk

As of September 30, 2024 , our primary concentrations of credit risk are the risks of not collecting accounts receivable and the risk of a counterparty’s failure to perform under derivative obligations. Most of our receivables are from a diverse group of companies, including major energy companies, pipeline companies, local distribution companies, financial institutions and end-users in various industries. Letters of credit or other appropriate assurances are obtained as deemed necessary to limit our risk of loss. Our allowance for uncollectible receivables was $ 308,000 at September 30, 2024 and $ 308,000 at December 31, 2023. Our derivative exposure to credit risk is diversified primarily among major investment grade financial institutions, where we have master netting agreements which provide for offsetting payables against receivables from separate derivative contracts. To manage counterparty risk associated with our derivatives, we select and monitor our counterparties based on our assessment of their financial strength and/or credit ratings. We may also limit the level of exposure with any single counterparty. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While our counterparties are primarily major investment grade financial institutions, the fair value of our derivative contracts has been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial. At September 30, 2024 , our derivative counterparties include fifteen financial institutions, of which ten are secured lenders in our bank credit facility. At September 30, 2024 , our net derivative position includes an aggregate net payable of $ 5.8 million from the five counterparties not included in our bank credit facility.

Allowance for Expected Credit Losses. Each reporting period, we assess the recoverability of material receivables using historical data, current market conditions and reasonable and supported forecasts of future economic conditions to determine their expected collectability. The loss given default method is used when, based on management’s judgment, an allowance for expected credit losses should be accrued on a material receivable to reflect the net amount to be collected.

16


(12) STOCK-BASED COMPENSATION PLANS

Description of the Plans

We have two active equity-based stock plans: our Amended and Restated 2005 Equity-Based Incentive Compensation Plan and our Amended and Restated 2019 Equity-Based Compensation Plan. Under these plans, various awards may be issued to non-employee directors and employees pursuant to decisions of the Compensation Committee, which is composed of only non-employee, independent directors.

Total Stock-Based Compensation Expense

Stock-based compensation represents amortization of restricted stock and performance units. The following details the allocation of stock-based compensation to functional expense categories (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Direct operating expense

$

486

$

439

$

1,454

$

1,280

Brokered natural gas and marketing expense

571

483

1,862

1,604

Exploration expense

346

312

1,005

935

General and administrative expense

8,639

8,446

27,099

26,461

Total stock-based compensation expense

$

10,042

$

9,680

$

31,420

$

30,280

The mark-to-market adjustment of the liability related to the vested restricted stock Liability Awards 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 functional categories above.

Restricted Stock – Equity 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 Equity Awards generally vest over a three-year period and typically are contingent on the recipient’s continued employment. The grant date fair value of the Equity Awards is based on the fair market value of our common stock on the date of grant. In 2023, we began granting restricted stock (previously placed in our deferred compensation plan) that vests at the end of a three-year period for certain officer grants and at the end of a one-year period for non-employee directors. Vesting is also typically based upon the officer'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 Equity Awards are not issued until such time as they are vested and grantees receive the awards in stock. We recorded compensation expense for these outstanding Equity Awards of $ 26.5 million in first nine months 2024 compared to $ 23.4 million in the same period of 2023.

Restricted Stock – Liability Awards

The Compensation Committee also grants 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 are placed in our deferred compensation plan (see further discussion below) and, upon vesting, withdrawals are allowed in cash or in stock. Compensation expense is recognized over 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. In 2023, the number of shares granted into our deferred compensation plan was reduced in favor of restricted stock Equity Awards. All Liability Awards are issued at prevailing market prices at the time of the grant and the vesting is typically based upon an employee’s continued employment with us. Prior to vesting, Liability Award recipients typically earn dividends payable in cash upon vesting but they have no individual voting rights prior to vesting. These Liability Awards are classified as a liability and are re-measured 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. We recorded compensation expense for these Liability Awards of $ 955,000 in first nine months 2024 compared to $ 3.3 million in first nine months 2023.

Stock-Based Performance Awards - (PSUs)

We have granted 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). In first nine months 2024, only TSR Awards were granted.

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 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 .

17


Internal Performance Metric Awards. These awards are expensed ratably over the service period and 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 performance period is not met, that portion is considered forfeited and there is an adjustment to the expense recorded. We recorded compensation expense associated with the prior year grants of $ 921,000 in first nine months 2024 compared to expense of $ 1.8 million in first nine months 2023.

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. We recorded compensation expense of $ 2.9 million in first nine months 2024 compared to $ 1.3 million in the same period of 2023 . Fair value is amortized over the performance period with no adjustment to the expense recorded for actual targets achieved. The following assumptions were used to estimate the fair value of the TSR Awards granted during first nine months 2024 and 2023:

Nine Months Ended
September 30,

2024

2023

Risk-free interest rate

4.1

%

3.8

%

Expected annual volatility

56

%

61

%

Grant date fair value per unit

$

31.84

$

30.37

Equity and Liability Award Summary

The following is a summary of the activity for our restricted stock and performance awards for the nine months ended September 30, 2024 and 2023:

Restricted Stock
Equity Awards

Restricted Stock
Liability Awards

Stock-Based
Performance Awards

Shares

Weighted
Average Grant
Date Fair Value

Shares

Weighted
Average Grant
Date Fair Value

Number
of Units
(a)

Weighted
Average Grant
Date Fair Value

Outstanding at December 31, 2023

1,473,805

$

22.82

93,116

$

19.44

937,582

$

17.01

Granted

1,282,971

30.45

15,609

32.74

254,195

31.84

Vested

( 1,088,006

)

24.45

( 73,678

)

19.88

( 526,918

)

10.99

Forfeited

( 13,424

)

27.24

Outstanding at September 30, 2024

1,655,346

$

27.63

35,047

$

24.42

664,859

$

27.45

Outstanding at December 31, 2022

1,736,688

$

14.44

379,633

$

14.71

1,950,632

$

9.02

Granted

1,626,670

25.09

21,170

25.41

145,747

26.86

Vested

( 1,408,676

)

16.88

( 251,063

)

14.11

( 1,158,797

)

4.80

Forfeited

( 29,546

)

17.73

Outstanding at September 30, 2023

1,925,136

$

21.60

149,740

$

17.22

937,582

$

17.01

(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 over the performance period or on the achievement of internal performance targets.

Deferred Compensation Plan

Our deferred compensation plan gives non-employee directors and officers the ability to defer all or a portion of their salaries, bonuses or director fees and invest in Range common stock or make other investments at the individual’s discretion. Range provides a partial matching contribution to participating officers which generally vests at the end of three years . The assets of the plan are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our general creditors in the event of bankruptcy or insolvency. Our common 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 as 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 as 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

18


of the deferred compensation plan liability are charged or credited to deferred compensation plan expense each quarter. We recorded a mark-to-market gain of $ 1.9 million in third quarter 2024 compared to a mark-to-market loss of $ 9.0 million in third quarter 2023 . We recorded a mark-to-market loss of $ 5.7 million in first nine months 2024 compared to a mark-to-market loss of $ 29.5 million in first nine months 2023 . The Rabbi Trust held 813,000 shares ( 778,000 vested shares) of Range common stock at September 30, 2024 compared to 1.6 million shares ( 1.5 million vested shares) at December 31, 2023 .

(13) CAPITAL STOCK

We have authorized capital stock of 485.0 million shares, which includes 475.0 million shares of common stock and 10.0 million shares of preferred stock. We currently have no preferred stock issued or outstanding. The following is a schedule of changes in the number of common shares outstanding since the beginning of 2023:

Nine Months Ended
September 30, 2024

Year Ended
December 31, 2023

Beginning balance

241,040,304

238,885,730

Restricted stock grants

15,609

50,238

Restricted stock units vested

1,189,700

1,755,345

Performance stock units issued

455,317

1,057,245

Performance stock dividends

6,914

6,276

Treasury shares

( 1,400,000

)

( 714,530

)

Ending balance

241,307,844

241,040,304

Stock Repurchase Program

In 2019, the board of directors approved a stock repurchase program which was increased in size in 2022. At September 30, 2024 , we had a remaining authorization to repurchase up to approximately $ 1.0 billion of our common stock. Under this program, we may repurchase shares in open market transactions, from time to time, in accordance with applicable SEC rules and federal securities laws. Purchases under the program are made at our discretion and may change based upon market conditions. In third quarter 2024, we repurchased 1.1 million shares at an aggregate cost of $ 33.9 million, which includes the repurchase of $ 9.9 million ( 295,129 shares) traded in June, but settled in July. The following is a schedule of the change in treasury shares based on settlement date for the three and nine months ended September 30, 2024:

Three Months Ended
September 30, 2024

Nine Months Ended September 30, 2024

Beginning balance

25,020,936

24,716,065

Rabbi trust shares distributed/sold

Shares repurchased

1,095,129

1,400,000

Ending balance

26,116,065

26,116,065

(14) EXIT COSTS

In third quarter 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 first nine months 2024, we recorded accretion expense of $ 30.0 million compared to $ 31.6 million in the same period of the prior year. In first nine months 2024, we also recorded a net adjustment of $ 2.1 million to decrease the obligation mainly due to a decrease in forecasted electricity costs. In first nine months 2023, we also recorded a net adjustment of $ 39.8 million to increase the obligation for an increase in forecasted rates due to inflation. The estimated discounted divestiture contract obligation was $ 356.1 million at September 30, 2024.

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. The estimated remaining discounted obligation for these transportation capacity releases as of September 30, 2024 was $ 495,000 .

The following summarizes our exit costs (including accretion of discount and any adjustments) for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Transportation contract capacity releases

45

$

79

124

$

281

Divestiture contract obligation

7,604

10,605

27,934

71,380

$

7,649

$

10,684

$

28,058

$

71,661

19


The following details the accrued exit cost liability activity for the nine months ended September 30, 2024 (in thousands):

Exit Costs (a)

Balance at December 31, 2023

$

399,989

Accretion of discount

30,155

Changes in estimate

( 2,097

)

Payments

( 71,506

)

Balance at September 30, 2024

$

356,541

(a) Includes the divestiture contract obligation and the transportation contract capacity release obligation.

(15) SUPPLEMENTAL CASH FLOW INFORMATION

Nine Months Ended
September 30,

2024

2023

(in thousands)

Net cash provided from operating activities included:

Income taxes refunded from or (paid to) taxing authorities

$

861

$

( 2,200

)

Interest paid

( 95,684

)

( 100,151

)

Non-cash investing activities included:

Increase in asset retirement costs capitalized

2,912

2,377

Increase in accrued capital expenditures

22,830

27,818

(16) COMMITMENTS AND CONTINGENCIES

Litigation

We are the subject of, or party to, various 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 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 September 30, 2024, liabilities for remediation were not material. We are not aware of any environmental claims existing as of September 30, 2024 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.

Transportation, Gathering and Processing Contracts

In first quarter 2024, our transportation and gathering commitments over the next twelve years increased by approximately $ 580.0 million from December 31, 2023, primarily due to contract extensions and certain agreements that were contingent on facility construction as of the end of 2023 and are now in service. There were no significant changes to firm transportation, gathering and processing minimum commitments in the second or third quarter 2024.

In addition to the above, we entered into amendments of existing contracts that will expand gathering and processing capacity by 300,000 Mmcf/day and transportation capacity by 250,000 Mmbtu/day, contingent on the completion of construction of the relevant facilities and expected to be in service in 2026. We have a related contingent minimum commitment for the de-ethanization capacity associated with this processing expansion. Beginning on the in-service date this capacity will total 40,000 bbls/day, increasing by 5,000 bbls/day after one year of service, and continues through the end of the agreement. We also entered into a new contract for propane export terminal capacity that is contingent on the completion of construction of the relevant facilities and is expected to be in service in 2026. This capacity will be 10,000 bbls/day for the first year and increases to 20,000 bbls/day for the remainder of the term.

20


( 17) SUSPENDED EXPLORATORY WELL COSTS

We capitalize exploratory well costs until a determination is made that the well has either found proved reserves or that it is impaired. Capitalized exploratory well costs are presented in natural gas and oil properties in the accompanying consolidated balance sheets. If an exploratory well is determined to be impaired, the well costs are charged to exploration expense in the accompanying consolidated statements of income. There were no capitalized exploratory well costs in 2023. The following table reflects the changes in capitalized exploratory well costs for the nine months ended September 30, 2024 (in thousands):

Nine Months Ended
September 30, 2024

Balance at beginning of period

$

Additions to capitalized exploratory well costs pending the determination of proved reserves

14,680

Reclassifications to wells, facilities and equipment based on determination of proved reserves

Capitalized exploratory well costs, charged to expense

Balance at end of period

$

14,680

Less exploratory well costs that have been capitalized for a period of one year or less

$

14,680

Capitalized exploratory well costs that have been capitalized for a period greater than one year

$

(18) Costs Incurred for Property Acquisition, Exploration and Development (a)

Nine Months Ended
September 30, 2024

Year Ended
December 31, 2023

(in thousands)

Acquisitions:

Acreage purchases

$

37,743

$

40,067

Development

444,637

568,484

Exploration:

Drilling

14,680

Expense

17,506

25,280

Stock-based compensation expense

1,005

1,250

Gas gathering facilities:

Development

2,425

3,123

Subtotal

517,996

638,204

Asset retirement obligations

2,912

4,616

Total costs incurred

$

520,908

$

642,820

(a) Includes costs incurred whether capitalized or expensed.

21


ITE M 2. MANAGEMENT’S DISCUSSION AND ANA LYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview of Our Business

We are an independent natural gas, natural gas liquids and oil company engaged in the exploration, development and acquisition of natural gas and liquids properties 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 a geographical or an area-by-area basis.

Our overarching business objective is to build stockholder value through returns-focused development of 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. Currently, our investment portfolio is focused on high-quality natural gas assets in the Commonwealth of Pennsylvania. Our revenues, profitability and future growth depend substantially on prevailing prices for natural gas, NGLs and oil and on our ability to economically find, develop, acquire and produce these reserves.

Commodity prices have been and are expected to remain volatile. We believe we are well-positioned to manage 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 and oil 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, if needed.

We prepare our financial statements in conformity with U.S. GAAP which requires us to make estimates and assumptions that affect our reported results of operations and the amount of our reported assets, liabilities and proved reserves. We use the successful efforts method of accounting for our natural gas, NGLs and oil activities. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the preceding consolidated financial statements and notes in Item 1.

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 hydrocarbon producing nations, the Russia-Ukraine conflict, hostilities in the Middle East, global inventories of oil and gas, future monetary and fiscal policy and governmental policies aimed at transitioning towards lower carbon energy, and we expect prices for the commodities we produce to remain volatile given the complex dynamics of supply and demand that exist in the global energy markets. In first quarter 2024, natural gas prices declined primarily due to mild winter weather, but prices partially recovered in third quarter 2024 based on signs of lower industry well completion activity and supply declines, along with growth in demand for natural gas fired electricity generation. Longer term natural gas futures prices remain 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, moderated reinvestment rates and core inventory exhaustion. In addition, the global energy crisis experienced in recent years 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 changes in global monetary policy may impact the demand for natural gas, NGLs and oil. We continue to assess and monitor the impact and consequences of these factors on our operations.

Commodity prices have remained volatile. Benchmarks for natural gas and NGLs decreased in third quarter 2024 and first nine months 2024 compared to the same periods of 2023. As a result, we experienced decreases in our price realizations for the quarter and nine months ended September 30, 2024. Despite overall year-to-date lower prices, we continue to focus on creating long-term value for our stockholders along with positioning ourselves to be a responsible and reliable supplier of natural gas and NGLs.

22


The following table lists related benchmarks for natural gas, oil and NGLs composite prices for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Benchmarks:

Average NYMEX prices (a)

Natural gas (per mcf)

$

2.16

$

2.55

$

2.09

$

2.71

Oil (per bbl)

75.58

82.12

77.75

77.27

Mont Belvieu NGLs composite (per gallon) (b)

0.52

0.57

0.55

0.56

(a)

Based on weighted average of bid week prompt month prices on the New York Mercantile Exchange ("NYMEX").

(b)

Based on our estimated NGLs product composition per barrel.

Prices for natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows. Our price realizations (not including the impact of our derivatives) may differ from these benchmarks for many reasons, including quality, location or production being sold at different indices.

Consolidated Results of Operations

Overview of Third Quarter 2024 Results

During third quarter 2024, we recognized net income of $50.7 million, or $0.21 per diluted common share compared to net income of $49.4 million, or $0.20 per diluted common share during third quarter 2023. The higher net income in third quarter 2024 compared to third quarter 2023 is primarily due to higher production slightly offset by lower realized prices.

In third quarter 2024, we experienced an increase in revenue from the sale of natural gas, NGLs and oil due to a 4% increase in production. Net realized prices (average prices including all derivative settlements and third-party transportation costs paid by us) when compared to the same quarter of 2023 remained flat. Daily production averaged 2.2 Bcfe in third quarter 2024 and 2.1 Bcfe in the same period of 2023.

Our third quarter 2024 financial and operating performance included the following results:

revenue from the sale of natural gas, NGLs and oil increased 1% from the same period of 2023 due to a 4% increase in production volumes, partially offset by a 3% decrease in average realized prices (before cash settlements on our derivatives);
revenue from the sale of natural gas, NGLs and oil (including cash settlements on our derivatives) increased 7% from the same period of 2023;
direct operating expense per mcfe was $0.12 in third quarter 2024 compared to $0.12 in the same period of 2023;
transportation, gathering, processing and compression per mcfe was $1.51 in third quarter 2024 compared to $1.42 in the same period of 2023, primarily due to an increase in NGLs volumes and prices;
general and administrative expense per mcfe was $0.20 in third quarter 2024 compared to $0.20 in the same period of 2023; and
interest expense decreased 4% from the same period of 2023 due to lower debt balances.

Third quarter 2024 also included the following highlights to enhance our balance sheet, return capital to investors and preserve liquidity:

paid $19.3 million of dividends, or $0.08 per share;
repurchased $24.0 million of our common stock and settled $9.9 million of our common stock that was traded in June 2024 ;
repurchased in the open market $3.0 million face value of our 4.875% senior notes due 2025 at a discount; and
maintained substantial liquidity with the accumulation of cash on hand of $277.5 million along with $1.3 billion available under our credit facility.

We generated $245.9 million of cash from operating activities in third quarter 2024, an increase of $95.7 million from third quarter 2023, which reflects the impact of higher working capital.

23


Overview of First Nine Months 2024 Results

During first nine months 2024, we recognized net income of $171.5 million, or $0.70 per diluted common share compared to net income of $561.1 million, or $2.27 per diluted common share during the same period of 2023. The lower net income in first nine months 2024 compared to the same period of 2023 is primarily due to lower derivative fair value income (non-cash fair value adjustment related to our derivatives) combined with lower realized prices slightly offset by higher production.

For first nine months 2024, we experienced a decrease in revenue from the sale of natural gas, NGLs and oil due to a 5% decrease in net realized prices (average prices including all derivative settlements and third-party transportation costs paid by us) when compared to the same period of 2023. Daily production averaged 2.2 Bcfe in the nine months ended September 30, 2024 compared to 2.1 Bcfe in the same period of the prior year.

Our first nine months 2024 financial and operating performance included the following results:

revenue from the sale of natural gas, NGLs and oil decreased 9% from the same period of 2023 with an 11% decrease in average realized prices (before cash settlements on our derivatives) slightly offset by higher production volumes;
revenue from the sale of natural gas, NGLs and oil (including cash settlements on our derivatives) increased 1% from the same period of 2023;
direct operating expense per mcfe was $0.12 in first nine months 2024 compared to $0.13 in the same period of 2023 primarily due to lower workover costs along with lower water hauling costs;
transportation, gathering, processing and compression per mcfe was $1.48 in first nine months 2024 compared to $1.44 in the same period of 2023 primarily due to an increase in NGLs volumes and prices;
general and administrative expense per mcfe was $0.21 in first nine months 2024 compared to $0.21 in the same period of 2023; and
interest expense decreased 5% from the same period of 2023 due to lower debt balances.

First nine months 2024 also included the following highlights to enhance our balance sheet, return capital to investors and preserve liquidity:

paid $58.1 million of dividends, or $0.24 per share;
repurchased $44.1 million of our common stock;
repurchased in the open market $70.2 million face value of our 4.875% senior notes due 2025 at a discount; and
maintained substantial liquidity with the accumulation of cash on hand of $277.5 million along with $1.3 billion available under our credit facility.

We generated $726.6 million of cash from operating activities in first nine months 2024, a decrease of $25.2 million from first nine months 2023, which reflects the impact of lower realized prices.

Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations

Our revenues vary primarily as a result of changes in realized commodity prices and production volumes. Our revenues are generally recognized when control of the product is transferred to the customer and collectability is reasonably assured. The following table illustrates the primary components of natural gas, NGLs and oil sales for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Natural gas, NGLs and oil sales

Natural gas

$

234,139

$

246,976

$

(12,837

)

(5)%

$

715,266

$

913,915

$

(198,649

)

(22)%

NGLs

266,186

238,211

27,975

12%

750,547

695,368

55,179

8%

Oil

32,952

41,531

(8,579

)

(21)%

112,915

122,099

(9,184

)

(8)%

Total natural gas, NGLs and oil sales

$

533,277

$

526,718

$

6,559

1%

$

1,578,728

$

1,731,382

$

(152,654

)

(9)%

24


Production is maintained through drilling success as new wells are placed in production, which is partially offset by the natural decline in production through existing wells. Our production for the three and nine months ended September 30, 2024 and 2023 is set forth in the following table:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Production (a)

Natural gas (mcf)

138,193,783

133,305,469

4,888,314

4%

406,943,086

396,367,927

10,575,159

3%

NGLs (bbls)

10,254,759

9,748,012

506,747

5%

29,392,292

28,368,181

1,024,111

4%

Oil (bbls)

514,659

587,488

(72,829

)

(12)%

1,717,958

1,818,773

(100,815

)

(6)%

Total (mcfe) (b)

202,810,291

195,318,469

7,491,822

4%

593,604,586

577,489,651

16,114,935

3%

Average daily production (a)

Natural gas (mcf)

1,502,106

1,448,972

53,134

4%

1,485,194

1,451,897

33,297

2%

NGLs (bbls)

111,465

105,957

5,508

5%

107,271

103,913

3,358

3%

Oil (bbls)

5,594

6,386

(792

)

(12)%

6,270

6,662

(392

)

(6)%

Total (mcfe) (b)

2,204,460

2,123,027

81,433

4%

2,166,440

2,115,347

51,093

2%

(a)

Represents volumes sold regardless of when produced.

(b)

Oil and NGLs volumes are converted to mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to natural gas, which is not indicative of the relationship between oil and natural gas prices.

Our average realized price received (including all derivative settlements and third-party transportation costs) during third quarter 2024 was $1.67 per mcfe compared to $1.67 per mcfe in third quarter 2023. Our average realized price received (including all derivative settlements and third-party transportation costs) during first nine months 2024 was $1.79 per mcfe compared to $1.89 per mcfe in first nine months 2023. We believe computed final realized prices should include the total impact of transportation, gathering, processing and compression expense. Our average realized prices (including all derivative settlements and third-party transportation costs) calculation also includes all cash settlements for derivatives. Our average realized prices (excluding derivative settlements) do not include derivative settlements or third-party transportation costs which are reported in transportation, gathering, processing and compression expense in the accompanying consolidated statements of income. Our average realized prices (including derivative settlements) do include transportation costs where we receive net revenue proceeds from purchasers. Our average realized price calculations for three and nine months ended September 30, 2024 and 2023 are shown below:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Average Prices

Average realized prices (excluding derivative settlements):

Natural gas (per mcf)

$

1.69

$

1.85

$

(0.16

)

(9)%

$

1.76

$

2.31

$

(0.55

)

(24)%

NGLs (per bbl)

25.96

24.44

1.52

6%

25.54

24.51

1.03

4%

Oil (per bbl)

64.03

70.69

(6.66

)

(9)%

65.73

67.13

(1.40

)

(2)%

Total (per mcfe) (a)

2.63

2.70

(0.07

)

(3)%

2.66

3.00

(0.34

)

(11)%

Average realized prices (including all derivative settlements):

Natural gas (per mcf)

$

2.48

$

2.47

$

0.01

0%

$

2.63

$

2.80

$

(0.17

)

(6)%

NGLs (per bbl)

26.09

24.44

1.65

7%

25.65

24.51

1.14

5%

Oil (per bbl)

69.73

62.13

7.60

12%

68.26

62.54

5.72

9%

Total (per mcfe) (a)

3.18

3.09

0.09

3%

3.27

3.32

(0.05

)

(2)%

Average realized prices (including all derivative settlements
and third-party transportation costs paid by Range):

Natural gas (per mcf)

$

1.37

$

1.40

$

(0.03

)

(2)%

$

1.51

$

1.70

$

(0.19

)

(11)%

NGLs (per bbl)

11.21

10.61

0.60

6%

11.33

10.65

0.68

6%

Oil (per bbl)

68.82

61.70

7.12

12%

67.49

62.16

5.33

9%

Total (per mcfe) (a)

1.67

1.67

—%

1.79

1.89

(0.10

)

(5)%

(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.

25


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:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Average natural gas differentials below NYMEX

$

(0.47

)

$

(0.70

)

$

(0.33

)

$

(0.40

)

Realized (losses) gains on basis hedging

$

(0.03

)

$

0.14

$

(0.01

)

$

0.02

The following tables reflect our production and average sales prices (excluding derivative settlements and third-party transportation costs paid by Range) (in thousands, except prices):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2023

Price
Variance

Volume
Variance

2024

2023

Price
Variance

Volume
Variance

2024

Natural gas

Price (per mcf)

$

1.85

$

(0.16

)

$

$

1.69

$

2.31

$

(0.55

)

$

$

1.76

Production (Mmcf)

133,305

4,889

138,194

396,368

10,575

406,943

Natural gas sales

$

246,976

$

(21,893

)

$

9,056

$

234,139

$

913,915

$

(223,032

)

$

24,383

$

715,266

Three Months Ended
September 30,

Nine Months Ended
September 30,

2023

Price
Variance

Volume
Variance

2024

2023

Price
Variance

Volume
Variance

2024

NGLs

Price (per bbl)

$

24.44

$

1.52

$

$

25.96

$

24.51

$

1.03

$

$

25.54

Production (Mbbls)

9,748

507

10,255

28,368

1,024

29,392

NGLs sales

$

238,211

$

15,592

$

12,383

$

266,186

$

695,368

$

30,076

$

25,103

$

750,547

Three Months Ended
September 30,

Nine Months Ended
September 30,

2023

Price
Variance

Volume
Variance

2024

2023

Price
Variance

Volume
Variance

2024

Oil

Price (per bbl)

$

70.69

$

(6.66

)

$

$

64.03

$

67.13

$

(1.40

)

$

$

65.73

Production (Mbbls)

587

(72

)

515

1,819

(101

)

1,718

Oil sales

$

41,531

$

(3,431

)

$

(5,148

)

$

32,952

$

122,099

$

(2,416

)

$

(6,768

)

$

112,915

Three Months Ended
September 30,

Nine Months Ended
September 30,

2023

Price
Variance

Volume
Variance

2024

2023

Price
Variance

Volume
Variance

2024

Consolidated

Price (per mcfe)

$

2.70

$

(0.07

)

$

$

2.63

$

3.00

$

(0.34

)

$

$

2.66

Production (Mmcfe)

195,318

7,492

202,810

577,490

16,115

593,605

Total natural gas,
NGLs and oil sales

$

526,718

$

(13,644

)

$

20,203

$

533,277

$

1,731,382

$

(200,969

)

$

48,315

$

1,578,728

26


Transportation, gathering, processing and compression expense was $306.2 million in third quarter 2024 compared to $277.2 million in third quarter 2023. These third-party costs are higher in third quarter 2024 when compared to third quarter 2023 primarily due to an increase in NGLs volumes and prices.

Transportation, gathering, processing and compression expense was $878.5 million in first nine months 2024 compared to $830.9 million in the same period of the prior year. These third-party costs are higher in first nine months 2024 when compared to the same period of 2023 due to an increase in NGLs volumes and prices. 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 three and nine months ended September 30, 2024 and 2023 on a per mcf and per barrel basis (in thousands, except for costs per unit):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Transportation, gathering
processing and compression

Natural gas

$

153,063

$

142,202

$

10,861

8%

$

456,215

$

436,912

$

19,303

4%

NGLs

152,624

134,754

17,870

13%

420,975

393,281

27,694

7%

Oil

467

251

216

86%

1,334

687

647

94%

Total

$

306,154

$

277,207

$

28,947

10%

$

878,524

$

830,880

$

47,644

6%

Natural gas (per mcf)

$

1.11

$

1.07

$

0.04

4%

$

1.12

$

1.10

$

0.02

2%

NGLs (per bbl)

$

14.88

$

13.83

$

1.05

8%

$

14.32

$

13.86

$

0.46

3%

Oil (per bbl)

$

0.91

$

0.43

$

0.48

112%

$

0.78

$

0.38

$

0.40

105%

Derivative fair value income was $47.1 million in third quarter 2024 compared to $38.4 million in third quarter 2023. Derivative fair value income was $110.5 million in first nine months 2024 compared to $530.1 million in the same period of the prior year. All of our derivatives are accounted for using the mark-to-market accounting method. Mark-to-market accounting treatment can result in more volatility of our revenues as the change in the fair value of our commodity derivative positions is included in total revenue. 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 potentially lower wellhead revenues in the future while losses indicate potentially higher future wellhead revenues. The following table summarizes the impact of our commodity derivatives for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Derivative fair value income per consolidated statements of income

$

47,124

$

38,394

$

110,530

$

530,095

Non-cash fair value (loss) income: ⁽ᵃ⁾

Natural gas derivatives

$

(75,011

)

$

(26,222

)

$

(248,826

)

$

343,779

NGLs derivatives

4,282

1,666

Oil derivatives

5,588

(12,036

)

(5,005

)

3,550

Divestiture contingent consideration

(790

)

(5,730

)

Total non-cash fair value (loss) income ⁽ᵃ⁾

$

(65,141

)

$

(39,048

)

$

(252,165

)

$

341,599

Net cash receipt (payment) on derivative settlements:

Natural gas derivatives

$

107,923

$

82,472

$

355,031

$

196,847

NGLs derivatives

1,409

3,309

Oil derivatives

2,933

(5,030

)

4,355

(8,351

)

Total net cash receipt

$

112,265

$

77,442

$

362,695

$

188,496

(a)

Non-cash fair value adjustments on commodity derivatives is a non-U.S. 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 U.S. GAAP, nor should it be considered a substitute for derivative fair value income or loss as reported in our consolidated statements of income. This also includes the change in fair value of our divestiture contingent consideration.

27


Brokered natural gas, marketing and other revenue in third quarter 2024 was $34.6 million compared to $44.6 million in third quarter 2023, which is the result of lower broker sales volumes (volumes not related to our production) combined with lower broker sales prices. We continue to optimize our transportation portfolio using these volumes. Other revenue in third quarter 2024 also includes $3.2 million of interest income compared to $1.3 million in the same period of the prior year.

Brokered natural gas, marketing and other revenue was $101.2 million in first nine months 2024 compared to $171.6 million in first nine months 2023, which is the result of lower broker sales volumes combined with lower broker sales prices. Other revenue in first nine months 2024 also includes $9.5 million of interest income compared to $4.0 million in the same period of the prior year. The nine months ended September 30, 2023 also includes $5.1 million in make-whole payments. See also Brokered natural gas and marketing expense below for more information on our net brokered margin.

Operating Costs per Mcfe

We believe some of our expense fluctuations are best analyzed on a unit-of-production or per mcfe basis. The following table presents information about certain of our expenses on a per mcfe basis for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Direct operating expense

$

0.12

$

0.12

$

—%

$

0.12

$

0.13

$

(0.01

)

(8)%

Taxes other than income

0.03

0.02

0.01

50%

0.03

0.03

—%

General and administrative expense

0.20

0.20

—%

0.21

0.21

—%

Interest expense

0.14

0.16

(0.02

)

(13)%

0.15

0.16

(0.01

)

(6)%

Depletion, depreciation and amortization expense

0.45

0.45

—%

0.45

0.45

—%

Direct operating expense was $25.3 million in third quarter 2024 compared to $22.6 million in third quarter 2023. Direct operating expenses include normally recurring expenses to operate and produce our wells, non-recurring workover costs and repair-related expenses. Our direct operating costs increased in third quarter 2024 primarily due to higher water hauling costs, pumping expenses and contract labor and service expenses. We incurred $690,000 of workover costs in third quarter 2024 compared to $603,000 in third quarter 2023.

Direct operating expense was $70.2 million in first nine months 2024 compared to $73.4 million in the same period of the prior year. Our direct operating costs decreased in first nine months 2024 when compared to the same period of the prior year due to lower workover costs and lower water hauling costs. We incurred $2.2 million of workover costs in first nine months 2024 compared to $4.3 million of workover costs in first nine months 2023. These costs are expected to enhance production from existing wells. The following table summarizes direct operating expense per mcfe for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Direct operating

Lease operating expense

$

0.12

$

0.11

$

0.01

9%

$

0.12

$

0.12

$

—%

Workovers

—%

0.01

(0.01

)

(100)%

Stock-based compensation

0.01

(0.01

)

(100)%

—%

Total direct operating expense

$

0.12

$

0.12

$

—%

$

0.12

$

0.13

$

(0.01

)

(8)%

Taxes other than income expense is predominately comprised of the Pennsylvania impact fee which is paid based on market commodity prices. In 2012, the Commonwealth of Pennsylvania enacted an "impact fee" which functions as a tax on unconventional natural gas and oil production from the Marcellus Shale in Pennsylvania. This impact fee was $4.9 million in third quarter 2024 compared to $4.5 million in third quarter 2023. This impact fee was $15.3 million in first nine months 2024 compared to $18.0 million in first nine months 2023, which reflects lower natural gas prices. The impact fee is based on drilling activities and is adjusted based on prevailing natural gas prices. This category also includes franchise, real estate and other applicable taxes. The following table summarizes taxes other than income per mcfe for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Taxes other than income

Impact fee

$

0.03

$

0.02

$

0.01

50%

$

0.03

$

0.03

$

—%

Other

—%

—%

Total taxes other than income

$

0.03

$

0.02

$

0.01

50%

$

0.03

$

0.03

$

—%

28


General and administrative (G&A) expense was $41.5 million in third quarter 2024 compared to $38.1 million in third quarter 2023. The third quarter 2024 increase of $3.4 million when compared to the same period of 2023 is primarily due to aggregate impacts of cost inflation.

G&A expense for first nine months 2024 was $125.6 million compared to $120.8 million in the same period of 2023. The increase of $4.8 million is primarily due to aggregate impacts of cost inflation. The following table summarizes G&A expenses on a per mcfe basis for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

General and administrative

General and administrative

$

0.16

$

0.15

$

0.01

7%

$

0.16

$

0.16

$

—%

Stock-based compensation

0.04

0.05

(0.01

)

(20)%

0.05

0.05

—%

Total general and administrative
expense

$

0.20

$

0.20

$

—%

$

0.21

$

0.21

$

—%

Interest expense was $29.3 million in third quarter 2024 compared to $30.6 million in third quarter 2023. Interest expense was $89.5 million in first nine months 2024 compared to $93.9 million in first nine months 2023. The following table presents information about interest expense per mcfe for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Bank credit facility (a)

$

0.01

$

0.01

$

—%

$

0.01

$

0.01

$

—%

Senior notes

0.13

0.14

(0.01

)

(7)%

0.13

0.14

(0.01

)

(7)%

Amortization of deferred financing
costs and other

0.01

(0.01

)

(100)%

0.01

0.01

—%

Total interest expense

$

0.14

$

0.16

$

(0.02

)

(13)%

$

0.15

$

0.16

$

(0.01

)

(6)%

Average debt outstanding ($000s)

$

1,718,644

$

1,788,388

$

(69,744

)

(4)%

$

1,750,394

$

1,833,125

$

(82,731

)

(5)%

Average interest rate (b)

6.5

%

6.5

%

%

—%

6.5

%

6.5

%

%

—%

(a)

(b)

Includes commitment fees.

Excludes deferred financing costs.

The decrease in interest expense for third quarter 2024 from the same period of 2023 was primarily due to lower average outstanding debt balances. We had no debt outstanding on the bank credit facility for third quarter 2024 or the same period of 2023.

The decrease in interest expense for first nine months 2024 from the same period of 2023 was primarily due to lower average outstanding debt balances. We had no debt outstanding on the bank credit facility for first nine months 2024 compared to a $10.7 million average debt balance for first nine months 2023 and the weighted average interest rate on the credit facility was 8.4% in first nine months 2023.

Depletion, depreciation and amortization (DD&A) expense was $91.1 million in third quarter 2024 compared to $87.6 million in third quarter 2023. This increase is due to slightly higher production volumes. Depletion expense, the largest component of DD&A expense, was $0.44 per mcfe in third quarter 2024 compared to $0.44 per mcfe in third quarter 2023.

DD&A expense was $265.9 million in first nine months 2024 compared to $259.2 million in the same period of 2023. This increase is due to a slight increase in production volumes. Depletion expense was $0.44 per mcfe in first nine months 2024 compared to $0.44 in the same period of 2023. We have historically 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. The following table summarizes DD&A expense per mcfe for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

DD&A

Depletion and amortization

$

0.44

$

0.44

$

—%

$

0.44

$

0.44

$

—%

Depreciation

—%

—%

Accretion and other

0.01

0.01

—%

0.01

0.01

—%

Total DD&A expense

$

0.45

$

0.45

$

—%

$

0.45

$

0.45

$

—%

29


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 expense, exploration expense, abandonment and impairment of unproved properties, exit costs, deferred compensation plan expense and gain on early extinguishment of debt. Stock-based compensation includes the amortization of restricted stock grants and performance units. The following table details the allocation of stock-based compensation to functional expense categories for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Direct operating expense

$

486

$

439

$

1,454

$

1,280

Brokered natural gas and marketing expense

571

483

1,862

1,604

Exploration expense

346

312

1,005

935

General and administrative expense

8,639

8,446

27,099

26,461

Total stock-based compensation expense

$

10,042

$

9,680

$

31,420

$

30,280

Brokered natural gas and marketing expense was $32.6 million in third quarter 2024 compared to $46.2 million in third quarter 2023 due to lower broker purchase volumes (volumes not related to our production) and lower commodity prices. Brokered natural gas and marketing expense was $98.3 million in first nine months 2024 compared to $158.1 million in first nine months 2023 due to lower commodity prices and lower broker purchase volumes. The following table details our brokered natural gas, marketing and other net margin for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Brokered natural gas, marketing and other

Brokered natural gas sales

$

28,692

$

40,267

$

80,518

$

154,361

Brokered NGLs sales

660

937

4,847

1,605

Interest income

3,188

1,279

9,507

4,016

Other marketing revenue and other income

2,092

2,129

6,315

11,602

Brokered natural gas purchases and transportation

(28,990

)

(43,218

)

(85,092

)

(149,565

)

Brokered NGLs purchases

(494

)

(787

)

(4,415

)

(1,389

)

Other marketing expense

(3,104

)

(2,201

)

(8,780

)

(7,120

)

Net brokered natural gas, marketing and other net margin

$

2,044

$

(1,594

)

$

2,900

$

13,510

Exploration expense was $7.3 million in third quarter 2024 compared to $7.0 million in third quarter 2023 due to higher delay rental costs slightly offset by lower seismic costs. Exploration expense was $18.5 million in first nine months 2024 compared to $19.0 million in first nine months 2023 due to lower seismic costs slightly offset by higher delay rentals. The following table details our exploration expense for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2024

2023

Change

%

2024

2023

Change

%

Exploration

Seismic

$

54

$

331

$

(277

)

(84)%

$

79

$

1,662

$

(1,583

)

(95)%

Delay rentals and other

5,679

5,177

502

10%

13,313

12,328

985

8%

Personnel expense

1,255

1,150

105

9%

4,114

4,097

17

—%

Stock-based compensation expense

346

312

34

11%

1,005

935

70

7%

Total exploration expense

$

7,334

$

6,970

$

364

5%

$

18,511

$

19,022

$

(511

)

(3)%

Abandonment and impairment of unproved properties expense was $4.7 million in third quarter 2024 compared to $11.0 million in third quarter 2023. Abandonment and impairment of unproved properties was $8.6 million in first nine months 2024 compared to $44.3 million in the same period of 2023. Abandonment and impairment of unproved properties for third quarter 2024 and first nine months 2024 decreased when compared to the same periods of 2023 due to lower expected lease expirations in Pennsylvania. When we do not intend to drill on a property prior to expiration, we have allowed acreage to expire and we expect to allow acreage to expire in the future. However, we also believe acreage needed for our future development plans can be leased again.

30


Exit costs were $7.6 million in third quarter 2024 compared to $10.7 million in third quarter 2023. In third quarter 2024, we recorded $9.7 million accretion expense primarily related to retained liabilities for certain gathering, transportation and processing obligations extending through 2030 compared to accretion expense of $10.7 million in the same quarter of the prior year. Third quarter 2024 includes an adjustment of $2.1 million to decrease this obligation mainly due to a decrease in forecasted electricity costs.

Exit costs were $28.1 million in first nine months 2024 compared to $71.7 million in first nine months 2023. We recorded accretion expense of $30.2 million in first nine months 2024 compared to accretion expense of $31.9 million in the same period of 2023. First nine months 2024 includes an adjustment of $2.1 million to decrease this obligation mainly due to a decrease in forecasted electricity costs compared to adjustments of $39.8 million in first nine months 2023 to increase this obligation primarily for an increase in forecasted rates due to inflation.

Deferred compensation plan was a gain of $1.9 million in third quarter 2024 compared to a loss of $9.0 million in third quarter 2023. 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 based on the number of vested shares in the plan at the time. Our stock price decreased from $33.53 at June 30, 2024 to $30.76 at September 30, 2024. In the same period of the prior year our stock price increased from $29.40 at June 30, 2023 to $32.41 at September 30, 2023.

During first nine months 2024, deferred compensation plan expense was a loss of $5.7 million compared to a loss of $29.5 million in the same period of 2023. Our stock price increased from $30.44 at December 31, 2023 to $30.76 at September 30, 2024. In the same period of the prior year, our stock price increased from $25.02 at December 31, 2022 to $32.41 at September 30, 2023.

Income tax expense was $15.6 million in third quarter 2024 compared to $15.7 million in third quarter 2023. Income tax expense was $15.1 million in first nine months 2024 compared to an $152.3 million in the same period of 2023. The 2024 and 2023 effective tax rates were different than the statutory tax rates due to state income taxes, tax credits, equity compensation and the limitation of our executive compensation expense.

Management’s Discussion and Analysis of Financial Condition, 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 or debt 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. We continue to manage the duration and level of our drilling and completion commitments in order to maintain flexibility with regard to our activity level and capital expenditures.

Cash Flows

The following table presents sources and uses of cash and cash equivalents for the nine months ended September 30, 2024 and 2023 (in thousands):

Nine Months Ended
September 30,

2024

2023

Sources of cash and cash equivalents

Operating activities

$

726,624

$

751,797

Disposal of assets

273

823

Borrowing on credit facility

185,000

Other

60,062

103,986

Total sources of cash and cash equivalents

$

786,959

$

1,041,606

Uses of cash and cash equivalent

Additions to natural gas properties

$

(432,264

)

$

(421,087

)

Repayments on credit facility

(204,000

)

Acreage purchases

(44,787

)

(27,422

)

Additions to field service assets

(1,371

)

(321

)

Repayment of senior notes

(69,846

)

(60,934

)

Treasury stock purchases

(44,136

)

(9,663

)

Dividends paid

(58,127

)

(57,949

)

Other

(70,952

)

(97,636

)

Total uses of cash and cash equivalents

$

(721,483

)

$

(879,012

)

31


Sources of Cash and Cash Equivalents

Cash flows provided from operating activities in first nine months 2024 were $726.6 million compared to $751.8 million in first nine months 2023. 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 from first nine months 2023 to first nine months 2024 reflects lower realized prices. As of September 30, 2024, we have hedged more than 50% of our projected natural gas production for the remainder of 2024. Changes in working capital (as reflected in our consolidated statements of cash flows) for first nine months 2024 was a negative $49.8 million compared to a negative $54.9 million for first nine months 2023.

Uses of Cash and Cash Equivalents

Additions to natural gas properties for first nine months 2024 were consistent with expectations relative to our announced 2024 capital budget.

Repayment of senior notes for first nine months 2024 includes the repurchase and settlement of $70.2 million principal amount of our 4.875% senior notes due 2025 at a discount.

Treasury stock purchases for first nine months 2024 include the repurchase and settlement of 1.4 million shares for a total of $44.1 million as part of our previously announced stock repurchase program.

Liquidity and Capital Resources

Our main sources of liquidity are cash on hand, internally generated cash flow from operations, capital market transactions and our bank credit facility. At September 30, 2024, we had approximately $1.6 billion of liquidity consisting of $277.5 million of cash on hand and $1.3 billion of availability under our bank credit facility. Our borrowing base can be adjusted as a result of changes in commodity prices, acquisitions or divestitures of proved properties or financing activities. We may draw on our bank credit facility to meet short-term cash requirements.

We expect our 2024 capital program to be funded by cash flows from operations. During the nine months ended September 30, 2024, we generated $726.6 million of cash flows from operating activities.

Bank Credit Facility

Our bank credit facility is secured by substantially all of our assets. As of September 30, 2024, we had no outstanding borrowings under our bank credit facility and we maintained a borrowing base of $3.0 billion and aggregate lender commitments of $1.5 billion. We have undrawn letters of credit of $169.4 million as of September 30, 2024, which reduce our borrowing capacity under our bank credit facility.

The borrowing base is subject to regular, semi-annual re-determinations and is dependent on a number of factors but primarily the lenders' assessment of our future cash flows. Our scheduled borrowing base re-determination was completed in October 2024 with our borrowing base and lender commitments reaffirmed. 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 facility agreement). We were in compliance with all such covenants at September 30, 2024.

Capital Requirements

We use cash for the development, exploration and acquisition of natural gas properties and for the payment of gathering, transportation and processing costs, operating, general and administrative costs, taxes and debt obligations, including interest, dividends and share repurchases. Expenditures for the development, exploration and acquisition of natural gas properties are the primary use of our capital resources. During first nine months 2024, we used operating cash flows to fund $478.4 million of capital expenditures as reported in our consolidated statement of cash flows within investing activities. The amount of our future capital expenditures will depend upon a number of factors including our cash flows from operating, investing and financing activities, infrastructure availability, supply and demand fundamentals and our ability to execute our development program. In addition, the impact of commodity prices on investment opportunities, the availability of capital and the timing and results of our development activities may lead to changes in funding requirements for future development. We periodically review our budget to assess changes in current and projected cash flows, debt requirements and other factors.

We may from time to time repurchase or redeem all or portions of our outstanding debt securities for cash, through exchanges for other securities or a combination of both. Such repurchases or redemptions may be made in open market transactions and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Our next significant long-term debt maturity is in the principal amount of $618.1 million due 2025 and is therefore classified as current on the balance sheet.

32


Cash Dividend Payments

On August 30, 2024, our board of directors approved a dividend of $0.08 per share payable on September 27, 2024 to stockholders of record at the close of business on September 13, 2024. 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 primarily depends on cash flow, capital expenditures, debt covenants and various other factors.

Stock Repurchase Program

Our total remaining share repurchase authorization was approximately $1.0 billion at September 30, 2024.

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 future 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, processing and gathering commitments including the divestiture contractual commitment. See Note 16 to our unaudited consolidated financial statements entitled "Commitments and Contingencies" for more information on commitments.

Interest Rates

At September 30, 2024, we had approximately $1.7 billion of debt outstanding which bore interest at fixed rates averaging 6.0%. We had no variable rate debt outstanding at September 30, 2024.

Off-Balance Sheet Arrangements

We do not currently utilize any significant off-balance sheet arrangements with unconsolidated entities to enhance our liquidity or capital resource position, or for any other purpose. However, as is customary in the oil and gas industry, we have various contractual work commitments, some of which are described above under Cash Contractual Obligations.

Inflation and Changes in Prices

Our revenues, the value of our assets and our ability to obtain bank loans or additional capital on attractive terms have been and will continue to be affected by changes in natural gas, NGLs and oil prices and the costs to produce our reserves. Natural gas, NGLs and oil prices are subject to significant fluctuations that are beyond our ability to control or predict. Certain of our costs and expenses are affected by general inflation and we expect costs for the remainder of 2024 to continue to be a function of supply and demand.

Forward-Looking Statements

Certain sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements concerning trends or events potentially affecting our business. These statements typically contain words such as "anticipates," "believes," "expects," "targets," "plans," "estimates," "predicts," "may," "should," "would" or similar words indicating that future outcomes are uncertain. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in the forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our current forecasts for our existing operations and do not include the potential impact of any future events. 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. For additional risk factors affecting our business, see Item 1A. Risk Factors as set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 21, 2024.

33


ITEM 3. QUANTITATIVE AND QUALITAT I VE 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. We employ various strategies, including the use of commodity derivative instruments, to manage the risks related to these price fluctuations. These derivative instruments apply to a varying portion of our production and provide partial price protection. These arrangements can 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. Realized prices are primarily driven by worldwide prices for oil and regional index prices for North American natural gas production. However, natural gas and NGLs prices are becoming global commodities similar to oil. Natural gas and oil prices have been volatile and unpredictable for many years. Changes in natural gas prices affect us more than changes in oil prices because approximately 64% of our December 31, 2023 proved reserves are natural gas and 2% of proved reserves are 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, 2023 to September 30, 2024.

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 can 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. 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 September 30, 2024, our derivative program includes swaps, collars, three-way collars and swaptions. The fair value of these contracts, represented by the estimated amount that would be realized upon immediate liquidation based on a comparison of the contract price and a reference price, generally NYMEX for natural gas and oil or Mont Belvieu for NGLs, approximated a net unrealized gain of $207.4 million as of September 30, 2024. These contracts expire monthly through December 2027. At September 30, 2024, the following commodity derivative contracts were outstanding, excluding our basis swaps which are separately discussed below:

Period

Contract Type

Volume Hedged

Weighted Average Hedge Price

Swap

Sold Put

Floor

Ceiling

Fair Market Value
(in thousands)

Natural Gas (a)

2024

Swaps

300,000 Mmbtu/day

$

4.21

$

34,562

2024

Collars

416,848 Mmbtu/day

$

3.49

$

5.63

$

25,701

2024

Three-way Collars

133,152 Mmbtu/day

$

2.61

$

3.36

$

4.34

$

4,772

2025

Swaps

400,000 Mmbtu/day

$

4.12

$

103,398

2025

Three-way Collars

138,959 Mmbtu/day

$

2.52

$

3.33

$

4.93

$

11,020

2026

Swaps

100,000 Mmbtu/day

$

4.11

$

15,779

2027

Swaps

30,000 Mmbtu/day

$

4.10

$

4,285

Oil

2024

Swaps

5,000 bbls/day

$

81.35

$

6,195

NGLs (C3-Propane)

2024

Swaps

7,000 bbls/day

$

33.86

$

1,666

(a)

We also sold natural gas swaptions of 20,000 Mmbtu/day for calendar year 2026 at a weighted average price of $4.05/Mmbtu that expire in October 2024 and 30,000 MMbtu/day for 2027 at a weighted average price of $4.10 Mmbtu/day that expire in October 2024. The fair value of these swaptions at September 30, 2024 was a net derivative liability of $9,000.

34


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 where 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 these 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.

Other Commodity Risk

We are impacted by basis risk, caused by factors that affect the relationship between commodity futures prices reflected in derivative commodity instruments and the cash market price of the underlying commodity. 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. Therefore, in addition to the swaps, collars, three-way collars and swaptions discussed above, we have entered into natural gas basis swap agreements. The price we receive for our gas production can be more or less than the NYMEX Henry Hub price because of basis adjustments, relative quality and other factors. Basis swap agreements effectively fix the basis adjustments. The fair value of the natural gas basis swaps was a loss of $16.9 million at September 30, 2024, and they settle through December 2028.

Commodity Sensitivity Analysis

The following table shows the fair value of our derivatives and the hypothetical changes in fair value that would result from a 10% and a 25% change in commodity prices at September 30, 2024. We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risks should be mitigated by price changes in the underlying physical commodity (in thousands):

Hypothetical Change in Fair Value

Increase in Commodity
Price of

Decrease in Commodity
Price of

Fair Value

10%

25%

10%

25%

Swaps

$

165,885

$

(77,034

)

$

(192,584

)

$

77,034

$

192,584

Collars

25,701

(8,219

)

(17,822

)

9,115

24,301

Three-way collars

15,792

(9,932

)

(25,312

)

9,225

20,620

Basis swaps

(16,892

)

17,113

42,783

(17,113

)

(42,783

)

Swaptions

(9

)

(842

)

(9,024

)

9

9

Our commodity-based derivative contracts expose us to the credit risk of non-performance by the counterparty to the contracts. Our exposure is diversified primarily among major investment grade financial institutions and we have master netting agreements with 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 September 30, 2024, our derivative counterparties include fifteen financial institutions, of which ten are secured lenders in our bank credit facility. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While our counterparties are primarily major investment grade financial institutions, the fair value of our derivative contracts has been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial.

Interest Rate Risk

At September 30, 2024, we had total debt of approximately $1.7 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. Our bank credit facility provides for variable interest rate borrowings; however, we did not have any borrowings outstanding as of September 30, 2024.

35


IT EM 4. CONTROLS A ND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (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 Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the 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 have concluded that our disclosure controls and procedures were effective as of September 30, 2024 at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

36


P ART II – OTHER INFORMATION

See Note 16 to our unaudited consolidated financial statements entitled "Commitments and Contingencies" included in Part I Item 1 above for a summary of our legal proceedings, such information being incorporated herein by reference.

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.

IT EM 1A. RISK FACTORS

We are subject to various risks and uncertainties in the course of our business. In addition to the factors discussed elsewhere in this report, you should carefully consider the risks and uncertainties described under Item 1A. Risk Factors filed in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In 2019, our board of directors authorized a common stock repurchase program. In 2022, our board of directors increased the authorization under the program. Shares repurchased as of September 30, 2024 were held as treasury stock and we have approximately $1.0 billion of remaining authorization under the program. These repurchases are based on trade date, although certain purchases may not have settled until the following month.

Purchases of our common stock during third quarter 2024 are as follows:

Period

Total Number
of Shares
Purchased

Average Price
Paid Per Share
(a)

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

July 2024

325,000

$

31.62

325,000

$

1,051,027,787

August 2024

285,000

$

29.39

285,000

$

1,042,651,591

September 2024

190,000

$

28.57

190,000

$

1,037,223,625

800,000

800,000

(a) Includes any fees, commissions, or other expenses associated with the share repurchases

ITEM 5. OTHER INFORMATION

During third quarter 2024 , no director or officer adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as such terms are defined in Item 408 of Regulation S-K.

37


IT EM 6. EXHIBITS

Exhibit index

Incorporated by Reference (File No. 001-12209)

Exhibit

Number

Exhibit Description

Form

Exhibit

Filing

Date

3.1

Restated Certificate of Incorporation of Range Resources Corporation

10-Q

3.1.1

05/05/2004

3.1.1

First Amendment to Restated Certificate of Incorporation of Range Resources Corporation

10-Q

3.1

07/28/2005

3.1.2

Second Amendment to Restated Certificate of Incorporation of Range Resources Corporation

10-Q

3.1

07/24/2008

3.1.3

Third Amendment to Restated Certificate of Incorporation of Range Resources Corporation

8-K

3.1

05/08/2024

3.2

Amended and Restated By-laws of Range Resources Corporation

8-K

3.1

05/19/2016

31.1*

Certification of Chief Executive Officer of Range Resources Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of the Chief Financial Officer of Range Resources Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification of Chief Executive Officer and President 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

32.2**

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

101. INS*

Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

101. SCH*

Inline XBRL 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

38


SI GNATURES

Pursuant to the requirements 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.

Date: October 22, 2024

RANGE RESOURCES CORPORATION

By:

/s/ MARK S. SCUCCHI

Mark S. Scucchi

Executive Vice President and
Chief Financial Officer

Date: October 22, 2024

RANGE RESOURCES CORPORATION

By:

/s/ ASHLEY S. KAVANAUGH

Ashley S. Kavanaugh

Vice President – Controller and
Principal Accounting Officer

39


TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 3. Quantitative and QualitatItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1. LegalItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits

Exhibits

3.1.1 First Amendment to Restated Certificate of Incorporation of Range Resources Corporation 10-Q 3.1 07/28/2005 3.1.2 Second Amendment to Restated Certificate of Incorporation of Range Resources Corporation 10-Q 3.1 07/24/2008 3.1.3 Third Amendment to Restated Certificate of Incorporation of Range Resources Corporation 8-K 3.1 05/08/2024 3.2 Amended and Restated By-laws of Range Resources Corporation 8-K 3.1 05/19/2016 31.1* Certification of Chief Executive Officer of Range Resources Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer of Range Resources Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer and President 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 32.2** 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