UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark one)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
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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)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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34-1312571
(IRS Employer Identification No.) |
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100 Throckmorton Street, Suite 1200, Fort Worth, Texas
(Address of Principal Executive Offices)
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76102
(Zip Code) |
Registrant’s
telephone number, including area code (817) 870-2601
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class
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Name of Each Exchange on Which Registered |
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| Common Stock, $.01 par value
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the proceedings 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act (check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the
Act). Yes o No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates
as of June 30, 2010 was $6,999,629,000. This amount is based on the closing price of registrant’s
common stock on the New York Stock Exchange on that date. Shares of common stock held by executive
officers and directors of the registrant are not included in the computation. However, the
registrant has made no determination that such individuals are “affiliates” within the meaning of
Rule 405 of the Securities Act of 1933.
As of February 25, 2011, there were 160,491,399 shares of Range Resources Corporation Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be furnished to stockholders in connection
with its 2011 Annual Meeting of Stockholders are incorporated by reference in Part III, Items 10-14
of this report.
TABLE OF CONTENTS
EXPLANATORY NOTE
We filed our Annual Report
on Form 10-K for the year ended December 31, 2010 on March 1, 2011
(the “Original Report”). We are filing this Amendment
No. 2 on Form 10-K/A (this “Amendment”)
solely to revise Exhibits 23.1, 23.2, 23.3, 99.1, 99.2 and 99.3 to the Original Report as follows:
In the Original Report, Exhibits 23.1, 23.2 and 23.2 did not correctly reference that the
consents were for the report to be incorporated by reference into filings under the Securities Act
of 1933. The exhibits in this Amendment include such reference.
In the Original Report, the exhibits 99.1 and 99.3 omitted the specific qualifications of the
technical person responsible for overseeing the reserve audit. The exhibits in this Amendment
include such information.
In the Original Report, Exhibit 99.2 omitted the purpose for the report and the location of
the properties. The exhibit in this Amendment includes such
statements.
No other changes to the Original Report are included in this Amendment other than to provide
currently dated consents of the engineering firms and certifications of our principal executive
officer and principal financial officer.
This Amendment is being filed in response to comments we received from the staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) in connection
with the staff’s review of the Original Report. We have made no attempt in this Amendment to
modify or update the disclosures presented in the Original Report other than as noted above. Also,
this Amendment does not reflect events occurring after the filing of the Original Report.
Accordingly, this Amendment should be read in conjunction with the Original Report and our other
filings with the SEC subsequent to the filing of the Original Report.