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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K/A
Amendment No. 1
(Mark one)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
     
o   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
(State or Other Jurisdiction of Incorporation or Organization)
  34-1312571
(IRS Employer Identification No.)
     
100 Throckmorton Street, Suite 1200, Fort Worth, Texas
(Address of Principal Executive Offices)
  76102
(Zip Code)
Registrant’s telephone number, including area code
(817) 870-2601
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of Each Exchange on Which Registered
Common Stock, $.01 par value   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 Noo
     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):
Large accelerated filer þ Accelerated filer o 
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
     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, 2009 was $6,361,198,000. This amount is based on the closing price of registrant’s common stock on the New York Stock Exchange on that date. Shares of common stock held by executive officers and directors of the registrant are not included in the computation. However, the registrant has made no determination that such individuals are “affiliates” within the meaning of Rule 405 of the Securities Act of 1933.
     As of February 19, 2010, there were 159,142,506 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 2010 Annual Meeting of Stockholders are incorporated by reference in Part III, Items 10-14 of this report.
 
 

 


TABLE OF CONTENTS

EXPLANATORY NOTE
PART IV
Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
RANGE RESOURCES CORPORATION
INDEX TO EXHIBITS
EX-23.2
EX-31.1
EX-31.2
EX-99.1


Table of Contents

EXPLANATORY NOTE
     We filed our Annual Report on Form 10-K for the year ended December 31, 2009 on February 24, 2010 (the “Original Report”). We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) solely to revise Exhibit 99.3 to the Original Report as follows:
     In the Original Report, the exhibit did not contain a statement including a specific reference to compliance with 1202(a)(9) of Regulation S-X. The exhibit in the Amendment includes such reference.
     In the Original Report, the exhibit did not contain a statement indicating that Wright and Company used all methods and procedures they considered necessary under the circumstances to prepare the report. The exhibit in the Amendment includes such a reference.
     The exhibit omitted relevant weighted average adjusted prices in the Original Report. The exhibit in this Amendment includes the requisite pricing information.
     In the Original Report, Exhibit 99.3 omitted a statement that the third party engineer’s estimates and our estimates are within 1% of each other. The exhibit in this Amendment includes such a statement.
     Exhibit 99.3 included a reference to “generally accepted petroleum engineering and evaluation principles” in the Original Report. This exhibit has been modified to delete this reference.
     In the Original Report, the exhibit contained a statement limiting its use to Range Resources Corporation. The exhibit in the Amendment does not include any such limitation.
     No other changes to the Original Report are included in this Amendment other than to provide currently dated consents of the engineering firm 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.

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PART IV
Item 15. Exhibits and Financial Statement Schedules
     (a) The following exhibits are filed as part of this report:
     
Exhibit    
Number   Exhibit Description
 
   
23.2
  Consent of Wright and Company
 
   
31.1
  Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
99.1
  Report of Wright and Company
     The interactive data files of our financial statements and accompanying notes were provided as exhibits to our Annual Report on Form 10-K that was filed on February 24, 2010. Because no amendments have been made to such financial information, the interactive data files are not provided in the Form 10-K/A.
SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
Date: November 19, 2010
         
  RANGE RESOURCES CORPORATION
 
 
  By:   /s/ John H. Pinkerton    
    John H. Pinkerton   
    Chairman of the Board and
Chief Executive Officer
 
 

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Table of Contents

         
RANGE RESOURCES CORPORATION
INDEX TO EXHIBITS
     
Exhibit    
Number   Exhibit Description
 
   
23.2
  Consent of Wright and Company
 
   
31.1
  Certification by the Chairman and Chief Executive Officer of Range Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Certification by the Chief Financial Officer of Range Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
99.1
  Report of Wright and Company, independent consulting engineers

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exv23w2
EXHIBIT 23.2
CONSENT OF WRIGHT & COMPANY, INC.
     We hereby consent to the use of the name Wright & Company, Inc. and to the incorporation by reference of our name in the Annual Report on Form 10-K of Range Resources Corporation (the “Company”) for the fiscal year ended December 31, 2009 and our report attached as Exhibit 99.1 to Amendment No. 1 to the Annual Report on Form 10-K of Range Resources Corporation for the year ended December 31, 2009, filed on Form 10-K/A.
         
  Wright & Company, Inc.
 
 
  -S- D.RANDALL WRIGHT    
  by: D. Randall Wright   
         President   
 
Brentwood, Tennessee
November 19, 2010

 

exv31w1
EXHIBIT 31.1
CERTIFICATION
I, John H. Pinkerton, certify that:
  1.   I have reviewed this report on Form 10-K/A of Range Resources Corporation; and
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
         
     
Date: November 19, 2010  /s/ JOHN H. PINKERTON    
  John H. Pinkerton   
  Chairman of the Board and
Chief Executive Officer
 
 

 

exv31w2
         
EXHIBIT 31.2
CERTIFICATION
I, Roger S. Manny, certify that:
  1.   I have reviewed this report on Form 10-K/A of Range Resources Corporation; and
 
  2.   Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
         
     
Date: November 19, 2010  /s/ ROGER S. MANNY    
  Roger S. Manny   
  Executive Vice President and
Chief Financial Officer
 
 

 

exv99w1
Exhibit 99.1
November 19, 2010
Range Resources Corporation
100 Throckmorton Street
Suite 1200
Fort Worth, TX 76102
ATTENTION: Mr. Alan W. Farquharson
         
    SUBJECT:   Amended Report Letter
 
      Reserves Audit of Internally Assigned
Oil and Gas Reserves to the Interests of
 
      Range Resources Corporation
 
      In Certain Selected Properties
 
      Pursuant to the Requirements of the
 
      Securities and Exchange Commission
 
      Effective December 31, 2009
 
      Job 10.1163
     At the request of Range Resources Corporation (Range), Wright & Company, Inc. (Wright) has performed a reserves audit pursuant to 1209(a)(9) of Regulation S-K to estimate proved oil & gas reserves and associated cash flow and economics from certain properties to the subject interests. This evaluation was authorized by Mr. Alan W. Farquharson of Range. Projections of the reserves and cash flow to the evaluated interests were based on specified economic parameters, operating conditions, and government regulations considered applicable at the effective date and are pursuant to the financial reporting requirements of the Securities and Exchange Commission (SEC). Wright was requested to compare its results to the internal estimates made by Range as of December 31, 2009. It is the understanding of Wright that the purpose of this reserves audit was to opine as to the reasonableness of Range’s internal projections, in the aggregate, of the selected properties.
     The properties evaluated in this report are located in the states of Ohio, Pennsylvania and Virginia. According to Range the total proved reserves subject to this evaluation and reasonableness opinion represent approximately 52 percent of Range’s reported Total Proved reserves.
     Range provided to Wright their internal total summaries for the certain evaluated properties by reserves categories. Range internally estimated net reserves, future net cash flows, and discounted net cash flows as of December 31, 2009, the results of which are summarized in the following table:

 


 

Mr. Alan W. Farquharson
Range Resources Corporation
November 19, 2010
Page 2
                                         
                    Total   Total    
Range Resources   Proved Developed   Proved   Proved   Total
Corporation   Producing   Nonproducing   Developed   Undeveloped   Proved
SEC Parameters   (PDP)   (PNP)   (PDP & PNP)   (PUD)   (PDP, PNP & PUD)
Net Reserves to the
Evaluated Interests
                                       
Oil, Mbbl:
    5,050.524       15.330       5,065.854       6,232.877       11,298.731  
Gas, MMcf:
    607,905.126       23,901.088       631,806.214       737,355.923       1,369,162.137  
Plant, Mbbl:
    9,547.481       193.566       9,741.047       19,441.828       29,182.875  
Gas Equivalent, MMcfe
(6 Mcf = 1 bbl)
    695,493.156       25,154.464       720,647.620       891,404.153       1,612,051.773  
Cash Flow (BTAX), M$
Undiscounted:
    1,854,928.367       56,603.823       1,911,532.190       1,757,615.787       3,669,147.977  
Discounted at 10%
Per Annum:
    880,823.278       18,838.927       899,662.205       339,977.323       1,239,639.528  
     Wright’s projections of the net reserves and cash flow to the evaluated interests in the certain selected properties are summarized in the following table by reserves category, effective December 31, 2009.
                                         
                    Total   Total    
    Proved Developed   Proved   Proved   Total
Wright & Company, Inc.   Producing   Nonproducing   Developed   Undeveloped   Proved
SEC Parameters   (PDP)   (PNP)   (PDP & PNP)   (PUD)   (PDP, PNP & PUD)
Net Reserves to the
Evaluated Interests
                                       
Oil, Mbbl:
    4,788.367       14.411       4,802.778       5,667.440       10,470.218  
Gas, MMcf:
    592,211.186       27,139.702       619,350.888       736,041.014       1,355,391.902  
Plant, Mbbl:
    9,778.374       187.204       9,965.578       20,552.344       30,517.922  
Gas Equivalent, MMcfe
(6 Mcf = 1 bbl)
    679,611.632       28,349.392       707,961.024       893,359.718       1,601,320.742  
Cash Flow (BTAX), M$
Undiscounted:
    1,825,750.035       65,804.905       1,891,554.940       1,742,007.009       3,633,561.949  
Discounted at 10%
Per Annum:
    882,398.207       21,523.653       903,921.860       314,623.883       1,218,545.743  
     Comparing the results found in the previous tables of Range’s and Wright’s independent evaluations, the aggregate percentage difference between the reserves estimates is approximately one (1) percent based on gas equivalent volumes. Based upon the results of Wright’s evaluation, it is Wright’s conclusion that Range’s estimates of proved reserves are, in the aggregate, reasonable.
     Proved oil and gas reserves are those quantities of oil and gas which can be estimated with reasonable certainty to be economically producible under existing economic conditions, operating

 


 

Mr. Alan W. Farquharson
Range Resources Corporation
November 19, 2010
Page 3
methods, and government regulations. As specified by the SEC regulations, when calculating economic producibility, the base product price must be the 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the prior 12-month period. The benchmark base prices used for this evaluation were $3.87 per Million British Thermal Units (MMBtu) for natural gas at Henry Hub, LA, and $60.85 per barrel for West Texas Intermediate oil at Cushing, OK. These benchmark prices were adjusted for energy content, quality and basis differential, as appropriate. With the appropriate adjustments applied, the average adjusted product prices used to estimate proved reserves are $3.33 per Mcf and $50.51 per barrel. Prices for oil and gas were held constant for the life of the properties.
     Oil and other liquid hydrocarbons are expressed in thousands of United States (U.S.) barrels (Mbbl), one barrel equaling 42 U.S. gallons. Gas volumes are expressed in millions of standard cubic feet (MMcf) at 60 degrees Fahrenheit and at the legal pressure base that prevails in the state in which the reserves are located. No adjustment of the individual gas volumes to a common pressure base has been made.
     The estimates of reserves contained in this report were determined by accepted industry methods and the procedures used in this evaluation are appropriate for the purpose served by the report. Where sufficient production history and other data were available, reserves for producing properties were determined by extrapolation of historical production or sales trends. Analogy to similar producing properties was used for development projects and for those properties that lacked sufficient production history to yield a definitive estimate of reserves. When appropriate, Wright may have also utilized volumetric calculations and log correlations in the determination of estimated ultimate recovery (EUR). These calculations are often based upon limited log and/or core analysis data and incomplete reservoir fluid and rock formation data. Since these limited data must frequently be extrapolated over an assumed drainage area, subsequent production performance trends or material balance calculations may cause the need for significant revisions to the estimates of reserves. Wright has used all methods and procedures as it considered necessary under the circumstances to prepare this report.
     Net income to the evaluated interests is the cash flow after consideration of royalty revenue payable to others, standard state and country taxes, operating expenses, and investments as as applicable. The cash flow is before federal income tax (BTAX) and excludes consideration of any encumbrances against the properties if such exist. The cash flow (BTAX) was discounted at an annual rate of 10.00 percent (PCT) in accordance with the reporting requirements of the SEC.
     Oil and gas reserves were evaluated for the proved developed producing (PDP), proved developed non-producing (PNP) and proved undeveloped (PUD) reserves categories. The summary classification of total proved reserves combines the PDP, PNP and PUD categories. In preparing this evaluation, no attempt has been made to quantify the element of uncertainty associated with any category. Reserves were assigned to each category as warranted. Wright is not aware of any local, state, or federal regulations that would preclude Range from continuing to produce from currently active wells or to fully develop those properties included in this report.
     There are significant uncertainties inherent in estimating reserves, future rates of production, and the timing and amount of future costs. Oil and gas reserves estimates must be recognized as a subjective process that cannot be measured in an exact way and estimates of others might differ

 


 

Mr. Alan W. Farquharson
Range Resources Corporation
November 19, 2010
Page 4
materially from those of Wright. The accuracy of any reserves estimate is a function of quantity and quality of available data and of subjective interpretations and judgments. It should be emphasized that production data subsequent to the date of these estimates, or changes in the analogous properties, may warrant revisions of such estimates. Accordingly, reserves estimates are often different from the quantities of oil and gas that ultimately are recovered.
     All data utilized in the preparation of this report were provided by Range. No inspection of the properties was made as this was not considered to be within the scope of this evaluation. Wright has not independently verified the accuracy and completeness of information and data furnished by Range with respect to ownership interests, oil and gas production or sales, historical costs of operation and development, product prices, or agreements relating to current and future operations and sales of production. Wright requested and received detailed information allowing Wright to check and confirm any calculations provided by Range with regard to product pricing, appropriate adjustments, lease operating expenses, and capital investments for drilling the undeveloped locations. Furthermore, if in the course of Wright’s examination something came to our attention that brought into question the validity or sufficiency of any information or data, we did not rely on such information or data until we had satisfactorily resolved our questions relating thereto or independently verified such information or data. In accordance with the requirements of the SEC, all operating costs were held constant for the life of the properties.
     It should be noted that neither salvage values nor abandonment costs were included in the economic parameters in accordance with the instructions of Range. It was assumed that any salvage value would be directly offset by the cost to abandon the property. Wright has not performed a detailed study of the abandonment costs or the salvage values and offers no opinion as to Range’s assumptions.
     No consideration was given in this report to potential environmental liabilities that may exist concerning the properties evaluated. There are no costs included in this evaluation for potential liability for restoration and to clean up damages, if any, caused by past or future operating practices.
     Wright is an independent petroleum consulting firm founded in 1988 and does not own any interests in the oil and gas properties covered by this report. No employee, officer, or director of Wright is an employee, officer, or director of Range; nor does Wright or any of its employees have direct financial interest in Range. Neither the employment of nor the compensation received by Wright is contingent upon the values assigned or the opinions rendered regarding the properties covered by this report.
     This report was prepared for the information of Range and for the information and assistance of its independent public accountants in connection with their review of and report upon the financial statements of Range This report is also intended for public disclosure and for use in filings made by Range with the SEC.
     The professional qualifications of the petroleum consultants responsible for the evaluation of the reserves and economics information discussed in this report meet the standards of Reserves

 


 

Mr. Alan W. Farquharson
Range Resources Corporation
November 19, 2010
Page 5
Auditor as defined in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information as promulgated by the Society of Petroleum Engineers.
     It has been a pleasure to serve you by preparing this evaluation. All related data will be retained in our files and are available for your review.
         
  Very truly yours,

Wright & Company, Inc.
 
 
  By:   /s/ D. RANDALL WRIGHT   
    D. Randall Wright   
    President