UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
May 4, 2011 (April 29, 2011)

RANGE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-12209		34-1312571
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Throckmorton, Suite 1200 Ft. Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 870-2601

(Former name or former address, if changed since last report): Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Range Resources Corporation

     On April 29, 2011, we completed the previously announced sale of substantially all of our oil and gas leases, wells and related assets in the Barnett Shale play located in North Central Texas (Dallas, Denton, Ellis, Hill, Hood, Johnson, Parker, Tarrant and Wise Counties) for cash proceeds of $900.0 million, including the assumption of certain derivative contracts and before normal closing adjustments. See Item 9.01(b) for pro forma financial information regarding the sale of the Barnett assets.

(b)

Pro Forma Financial information

Unaudited pro forma information of Range Resources Corporation to give effect to the disposition of our Barnett assets is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference:

-

Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2011

-

Unaudited Pro Forma Consolidated Statements of Operations for the Years Ended December 31, 2010, December 31, 2009 and December 31, 2008

(c)

Exhibits

2.1

Purchase and Sale Agreement between Range Texas Production, LLC, Energy Assets Operating Company, LLC and Range Resources Corporation as Seller and Legend Natural Gas IV, LP as Buyer dated February 28, 2011 (incorporated by reference to Exhibit 10.1 to the Range Resources Corporation Quarterly Report on Form 10-Q for the three months ended March 31, 2011, File No. 001-12209)

99.1

Unaudited pro forma balance sheet and statements of operations and accompanying notes of Range Resources Corporation.

SIGNATURES

     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 hereunto duly authorized.

Date: May 4, 2011

Exhibit 99.1

Range Resources Corporation
Unaudited Consolidated Pro Forma Financial Statements

     The following unaudited consolidated pro forma financial information is presented to illustrate the effect of Range Resources Corporation’s April 29, 2011 sale of substantially all of its Barnett Shale assets on its historical financial position and operating results. The accompanying unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations have been prepared to assist in analysis of the financial effects of the divestiture, including the reclassification of operations of such assets as discontinued operations. This information is based on the historical financial statements of Range and should be read in conjunction with the financial statements included in the Range Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2010, filed with the United States Securities and Exchange Commission (“SEC”) on March 1, 2011 and Quarterly Report on Form 10-Q for the three months ended March 31, 2011, filed with the SEC on April 27, 2011.

     The accompanying unaudited pro forma consolidated balance sheet as of March 31, 2011 has been prepared to give effect to the divestiture as if it had occurred on March 31, 2011. The unaudited pro forma consolidated statements of operations for the years ended December 31, 2010, 2009 and 2008 have been prepared to give effect to the divestiture as if it had occurred on January 1, 2008. An unaudited pro forma consolidated statement of operations for the three months ended March 31, 2011 is not provided since the results of the Barnett Shale operations were reported as discontinued operations in the Quarterly Report on Form 10-Q for the three months ended March 31, 2011 filed with the SEC on April 27, 2011.

     The unaudited pro forma consolidated balance sheet and statement of operations included herein is not necessarily indicative of the results that might have occurred had the divestiture taken place on the respective dates assumed.

RANGE RESOURCES CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(In thousands, except per share data)
March 31, 2011

						Pro Forma
		As Reported				Adjustments				As Adjusted
Assets
Current assets:
Cash and cash equivalents		$	1,681			$	855,539	(a)		$	857,220
Accounts receivable, less allowance for doubtful accounts of $4,285			75,530				—				75,530
Assets of discontinued operations			856,195				(827,919	) (b)			28,276
Deferred tax asset			1,639				—				1,639
Unrealized derivative gain			62,286				(36,111	) (b)			26,175
Inventory and other			18,605				—				18,605
Total current assets			1,015,936				(8,491	)			1,007,445
Equity method investments			142,353				—				142,353
Natural gas and oil properties, successful efforts method			5,669,791				—				5,669,791
Accumulated depletion and depreciation			(1,373,652	)			—				(1,373,652	)
			4,296,139				—				4,296,139
Transportation and field assets			121,274				—				121,274
Accumulated depreciation and amortization			(61,303	)			—				(61,303	)
			59,971				—				59,971
Other assets			100,848				—				100,848
Total assets		$	5,615,247			$	(8,491	)		$	5,606,756
Liabilities
Current liabilities:
Accounts payable		$	245,446			$	—			$	245,446
Asset retirement obligations			4,020				—				4,020
Accrued liabilities			44,629				—				44,629
Accrued interest			39,496				—				39,496
Unrealized derivative loss			593				—				593
Current liabilities of discontinued operations			16,288				—				16,288
Total current liabilities			350,472				—				350,472
Bank debt			480,000				—				480,000
Subordinated notes			1,686,816				—				1,686,816
Deferred tax liability			646,427				(2,263	) (b)			644,164
Unrealized derivative loss			30,242				—				30,242
Deferred compensation liability			169,278				—				169,278
Long-term liabilities of discontinued operations			2,226				(2,025	) (b)			201
Asset retirement obligations and other liabilities			66,168				—				66,168
Total liabilities			3,431,629				(4,288	)			3,427,341
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, 160,668,296 issued at March 31, 2011			1,607				—				1,607
Common stock held in treasury, 196,016 shares at March 31, 2011			(7,190	)			—				(7,190	)
Additional paid-in capital			1,835,261				—				1,835,261
Retained earnings			310,246				(4,203	) (b)			306,043
Accumulated other comprehensive income			43,694								43,694
Total stockholders’ equity			2,183,618				(4,203	)			2,179,415
Total liabilities and stockholders’ equity		$	5,615,247			$	(8,491	)		$	5,606,756

See accompanying notes.

RANGE RESOURCES CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
(In thousands, except per share data)

						Pro Forma
		As Reported				Adjustments(c)				As Adjusted
Revenues and other income:
Natural gas, NGL and oil sales		$	909,607			$	(149,154	)		$	760,453
Transportation and gathering			1,068				(35	)			1,033
Derivative fair value income			51,634				—				51,634
Gain on the sale of assets			77,597				(955	)			76,642
Other			(931	)			(32	)			(963	)
Total revenues and other income			1,038,975				(150,176	)			888,799
Costs and expenses:
Direct operating			131,602				(35,328	)			96,274
Production and ad valorem taxes			33,652				(7,545	)			26,107
Exploration			61,087				(581	)			60,506
Abandonment and impairment of unproved properties			69,971				(20,233	)			49,738
General and administrative			140,571				—				140,571
Termination costs			8,452				—				8,452
Deferred compensation plan			(10,216	)			—				(10,216	)
Interest expense			131,192				(40,527	)			90,665
Loss on early extinguishment of debt			5,351				—				5,351
Depletion, depreciation and amortization			363,507				(88,269	)			275,238
Impairment of proved properties			469,749				(463,244	)			6,505
Total costs and expenses			1,404,918				(655,727	)			749,191
(Loss) income from continuing operations before income taxes			(365,943	)			505,551				139,608
Income tax (benefit) expense
Current			(836	)			—				(836	)
Deferred			(125,851	)			177,597				51,746
			(126,687	)			177,597				50,910
(Loss) income from continuing operations		$	(239,256	)		$	327,954			$	88,698
(Loss) income per common share from continuing operations:
Basic		$	(1.53	)						$	0.56
Diluted		$	(1.53	)						$	0.55
Weighted average common shares outstanding:
Basic			156,874								156,874
Diluted			156,874								158,428

See accompanying notes.

RANGE RESOURCES CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2009
(In thousands, except per share data)

						Pro Forma
		As Reported				Adjustments(c)				As Adjusted
Revenues and other income:
Natural gas, NGL and oil sales		$	839,921			$	(125,357	)		$	714,564
Transportation and gathering			486				—				486
Derivative fair value income			66,446				—				66,446
Gain on the sale of assets			10,413				—				10,413
Other			(9,925	)			(3	)			(9,928	)
Total revenues and other income			907,341				(125,360	)			781,981
Costs and expenses:
Direct operating			133,211				(34,960	)			98,251
Production and ad valorem taxes			32,169				(6,633	)			25,536
Exploration			46,485				(2,209	)			44,276
Abandonment and impairment of unproved properties			113,538				(76,603	)			36,935
General and administrative			115,319				—				115,319
Termination costs			2,479				—				2,479
Deferred compensation plan			31,073				—				31,073
Interest expense			117,367				(42,106	)			75,261
Depletion, depreciation and amortization			373,502				(106,354	)			267,148
Impairment of proved properties			930				—				930
Total costs and expenses			966,073				(268,865	)			697,208
(Loss) income from continuing operations before income taxes			(58,732	)			143,505				84,773
Income tax (benefit) expense
Current			(636	)			—				(636	)
Deferred			(4,226	)			50,655				46,429
			(4,862	)			50,655				45,793
(Loss) income from continuing operations		$	(53,870	)		$	92,850			$	38,980
(Loss) income per common share from continuing operations:
Basic		$	(0.35	)						$	0.25
Diluted		$	(0.35	)						$	0.24
Weighted average common shares outstanding:
Basic			154,514								154,514
Diluted			154,514								158,778

See accompanying notes.

RANGE RESOURCES CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008
(In thousands, except per share data)

						Pro Forma
		As Reported				Adjustments(c)				As Adjusted
Revenues and other income:
Natural gas, NGL and oil sales		$	1,226,560			$	(237,253	)		$	989,307
Transportation and gathering			4,577				—				4,577
Derivative fair value income			71,861				—				71,861
Gain on the sale of assets			20,166				—				20,166
Other			1,509				—				1,509
Total revenues and other income			1,324,673				(237,253	)			1,087,420
Costs and expenses:
Direct operating			142,387				(29,404	)			112,983
Production and ad valorem taxes			55,172				(5,801	)			49,371
Exploration			67,690				(10,734	)			56,956
Abandonment and impairment of unproved properties			47,355				(32,063	)			15,292
General and administrative			92,308				—				92,308
Deferred compensation plan			(24,689	)			—				(24,689	)
Interest expense			99,748				(35,785	)			63,963
Depletion, depreciation and amortization			299,831				(88,868	)			210,963
Total costs and expenses			779,802				(202,655	)			577,147
Income from continuing operations before income taxes			544,871				(34,598	)			510,273
Income tax expense
Current			4,268				—				4,268
Deferred			189,563				(12,651	)			176,912
			193,831				(12,651	)			181,180
Income from continuing operations		$	351,040			$	(21,947	)		$	329,093
Income per common share from continuing operations:
Basic		$	2.32							$	2.18
Diluted		$	2.25							$	2.11
Weighted average common shares outstanding:
Basic			151,116								151,116
Diluted			155,943								155,943

See accompanying notes.

RANGE RESOURCES CORPORATION

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

     On April 29, 2011, Range Resources Corporation sold substantially all of its Barnett Shale assets and certain derivative contracts subject to the terms of a purchase and sale agreement dated February 28, 2011. The sale had an effective date of February 1, 2011 and consequently operating net revenues after that date is a downward adjustment to the selling price through the normal post closing provisions of the agreement.

     The accompanying unaudited consolidated pro forma balance sheet and unaudited pro forma consolidated statements of operations have been prepared to give effect to the divestiture as if it had occurred on March 31, 2011 for the pro forma consolidated balance sheet and on January 1, 2008 for the pro forma consolidated statements of operations. In accordance with SEC pro forma presentation rules, an unaudited pro forma consolidated statement of operations for the three months ended March 31, 2011 is not provided since the results of the Barnett Shale operations were reported as discontinued operations for that time period. For the three months ended March 31, 2011, we recognized income from discontinued operations, net of tax, of $8.4 million.

     The following are descriptions of the individual columns included in the accompanying unaudited pro forma consolidated balance sheet, the accompanying pro forma consolidated statements of operations and notes to the unaudited consolidated financial statements.

(2) PRO FORMA ADJUSTMENTS

     The unaudited pro forma consolidated financial statements reflect the following adjustments:

Balance Sheet

     “As reported” — represents the historical consolidated balance sheet of Range Resources Corporation as of March 31, 2011.

a)

To adjust for the proceeds, related estimated transaction costs and other estimated closing and post-closing adjustments associated with the divestiture and the sale of certain derivative contracts. The following is a table of the estimated proceeds (in thousands):

Gross proceeds		$	900,000
Less transaction costs			(2,700	)
Less estimated closing and post-closing adjustments			(41,761	)
Estimated net proceeds		$	855,539

b)

To remove these assets sold as part of the purchase and sale agreement dated February 28, 2011. The following is a summarization of the application of proceeds and the estimated loss on the divestiture (in thousands):

Net proceeds		$	855,539
Unrealized derivative assets			(36,111	)
Net investment in properties			(827,919	)
Asset retirement obligation			2,025
Loss on disposition of assets			(6,466	)
Tax effect			2,263
Net loss on disposition of assets		$	(4,203	)

Statements of Operations

     “As reported” — represents the historical consolidated statements of operations of Range Resources for the years ended December 31, 2010, 2009 and 2008.

c)

All adjustments are to eliminate revenues and costs and expenses (including the income tax effect) of our Barnett Shale assets from continuing operations. Interest expense is allocated to discontinued operations based on the ratio of net assets of discontinued operations to our consolidated net assets plus long-term debt.