UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

(Mark one)

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

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

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

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 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):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

     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.

 

 

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.

PART IV

Item 15.		Exhibits and Financial Statement Schedules

(a)

The following exhibits are filed as part of this report:

Exhibit
Number		Exhibit Description
23.1		Consent of H. J. Gruy and Associates, Inc, independent consulting engineers
23.2		Consent of DeGoyler and MacNaughton, independent consulting engineers
23.3		Consent of Wright & Company Inc, independent consulting engineers
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 H. J. Gruy and Associates, Inc, independent consulting engineers
99.2		Report of DeGoyler and MacNaughton, independent consulting engineers
99.3		Report of Wright & Company, Inc, independent consulting engineers

     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 March 2, 2011. 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: September 2, 2011

INDEX TO EXHIBITS

Exhibit
Number		Exhibit Description
23.1		Consent of H. J. Gruy and Associates, Inc, independent consulting engineers
23.2		Consent of DeGoyler and MacNaughton, independent consulting engineers
23.3		Consent of Wright & Company, Inc, independent consulting engineers
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 H. J. Gruy and Associates, Inc, independent consulting engineers
99.2		Report of DeGoyler and Machaughton, independent consulting engineers
99.3		Report of Wright & Company, Inc, independent consulting engineers

EXHIBIT 23.1

CONSENT OF H.J. GRUY AND ASSOCIATES, INC.

We hereby consent to the incorporation, by reference in the Registration Statements on Form S-3 (Numbers 333-150474, 333-161314, 333-159112, 333-158930, 333-160169, and 333-168371) and on Form S-4 (Numbers 333-78231, 333-108516, 333-117834, 333-123534, and 333-160170) and on Form S-8 (Numbers 333-151818, 333-125665, 333-90760, 333-63764, 333-40380, 333-30534, 333-88657, 333-69905, 333-62439, 333-44821, 333-10719, 333-105895, 333-116320, 333-135196, 333-135198, 333-143875, 333-159951, and 333-167199) of Range Resources Corporation and in the related prospectuses, of our report dated August 31, 2011, prepared for Range Resources Corporation, and included in the Range Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2010.

August 31, 2011
Houston, Texas

EXHIBIT 23.2

CONSENT OF DEGOLYER AND MACNAUGHTON

August 31, 2011

Range Resources Corporation
100 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102

Ladies and Gentlemen:

     We hereby consent to the incorporation by reference in the Registration Statements on Form S—3 (Numbers 333-150474, 333-161314, 333-159112, 333-158930, 333-160169, and 333-168371) and on Form S—4 (Numbers 333-78231, 333-108516, 333-117834, 333-123534, and 333-160170) and on Form S—8 (Numbers 333-151818, 333-125665, 333-90760, 333-63764, 333-40380, 333-30534, 333-88657, 333-69905, 333-62439, 333-44821, 333-10719, 333-105895, 333-116320, 333-135196, 333-135198, 333-143875, 333-159951, and 333-167199) of Range Resources Corporation and in the related Prospectus (collectively, the “Registration Statement”) of the Range Resources Annual Report on Form 10—K for the year ended December 31, 2010, which uses the name DeGolyer and MacNaughton and refers to DeGolyer and MacNaughton and incorporates information contained in our “Appraisal Report as of December 31, 2010 of Certain Interests owned by Range Resources Corporation,” provided, however, that we are necessarily unable to verify the accuracy of the reserves and discounted present worth values contained therein because our estimates of reserves and discounted present worth have been combined with estimates of reserves and present worth prepared by other petroleum consultants. We further consent to the use of our name in the “Reserves Engineers” section of the Registration Statement.

EXHIBIT 23.3

CONSENT OF WRIGHT & COMPANY, INC.

We hereby consent to the incorporation, by reference in the Registration Statements on Form S-3 (Numbers 333-150474, 333-161314, 333-159112, 333-158930, 333-160169, and 333-168371) and on Form S-4 (Numbers 333-78231, 333-108516, 333-117834, 333-123534, and 333-160170) and on Form S-8 (Numbers 333-151818, 333-125665, 333-90760, 333-63764, 333-40380, 33330534, 333-88657, 333-69905, 333-62439, 333-44821, 333-10719, 333-105895, 333-116320, 333-135196, 333-135198, 333-143875, 333-159951, and 333-167199) of Range Resources Corporation and in the related prospectuses, of our report dated August 31, 2011, prepared for Range Resources Corporation, and included in the Range Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2010.

August 31, 2011
Brentwood, TN

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;
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;

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;
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;

EXHIBIT 99.1

H.J. GRUY AND ASSOCIATES, INC.
333 Clay Street, Suite 3850, Houston, Texas 77002 • TEL. (713) 739-1000 • FAX (713) 739-6112

August 31, 2011

Range Resources Corporation
100 Throckmorton, Suite 1200
Fort Worth, Texas 76102
		Re:		Powell Ranch Area,
				Mid-Continent Business Unit,
				Loving East Area,
				Year-End 2010
				Reserves Audit Letter (R)

Ladies and Gentlemen:

At your request, we have independently audited the estimates of oil, condensate, natural gas liquids, and natural gas proved reserves and future net cash flows effective December 31, 2010, that Range Resources Corporation (Range) attributes to net interests owned by Range. At the direction of Range, we audited 3.2 percent of the total company proved reserves. The audited reserves are located in the Continental United States.

This report, completed on January 31, 2011, has been prepared for Range, and is provided for inclusion in relevant U.S. Securities and Exchange Commission registration statements or other Securities and Exchange Commission filings.

Based on our reserves audit, we consider the Range estimates of net proved reserves and net cash flows to be reasonable in the aggregate. We find that the aggregate difference between the Range proved reserves estimates and those estimates that would result if we performed a completely independent evaluation effective December 31, 2010, is approximately 6.7 percent, with the Range estimates being greater.

The term reserves audit as used herein conforms to the guidelines as stated in Regulation S-K, Item 1202(a)(9). Our work included examination of the evidence supporting the reserves discussed herein, and we find the quality and quantity of available data to be sufficient for reserve estimating. For each property included in the 3.2 percent coverage, we examined the Range estimating methods to the level of detail that we deem appropriate to form the opinions presented herein. In the process of our audit, we used all methods and procedures we deemed necessary under the circumstances to prepare our report.

Reserve estimates are based on extrapolation of established performance trends, material balance calculations, volumetric calculations, analogy with the performance of comparable wells, or a combination of these methods. Reserve estimates from volumetric calculations or from analogies may be less certain than reserve estimates based on well performance obtained over a period during which a substantial portion of the reserve was produced. In our judgment, Range used appropriate engineering, geologic, and evaluation principles that are consistent with practices routinely applied in the petroleum industry.

We find that the audited proved reserves are estimated by Range in compliance with the definitions contained in Securities and Exchange Commission Regulation S-X, Rule 4-10(a).

In our judgment, there are no instances where current local, state, or federal regulations will materially impact the ability of Range to recover the estimated proved reserves.

The primary economic assumptions in the Range reserves estimating process include the application of product prices, operating costs, and future capital expenditures that are not escalated and therefore remain constant for the projected life of each property. Product benchmark prices are based on an average of 2010 first-day-of-the-month prices in accordance with Regulation S-X guidelines. A price differential is applied to the oil, condensate, natural gas and natural gas liquids base prices to adjust for transportation, geographic property location, and quality or energy content. As a reference, the 12-month average benchmark prices for oil and natural gas are $79.81 per barrel and $4.38 per million British thermal units, respectively. The average adjusted prices, for oil, natural gas, and natural gas liquids, used to determine reserves are $76.79 per barrel, $4.09 per thousand standard cubic feet and $35.53 per barrel, respectively, over the projected assets life.

In conducting this audit, we relied on data supplied by Range. The extent and character of ownership, oil and natural gas sales prices, operating costs, future capital expenditures, historical production, accounting, geological, and engineering data were accepted as represented, and we have assumed the authenticity of all documents submitted. No independent well tests, property inspections, or audits of operating statements were conducted by our staff in conjunction with this work. We did not verify or determine the extent, character, status, or liability, if any, of production imbalances, hedging activities, or any current or possible future detrimental environmental site conditions. The above-described audit does not constitute a complete independent reserves study of the oil and gas properties of Range.

In order to audit the reserves and future cash flows estimated by Range, we have relied on geological, engineering, and economic data furnished by our client. Although we instructed our client to provide all pertinent data, and we made a reasonable effort to analyze it carefully with methods accepted by the petroleum industry, there is no guarantee that the volumes of hydrocarbons or the cash flows projected will be realized.

Hydrocarbon reserves estimates contain inherent uncertainties. Estimation of reserves is based on the application of a variety of technologies and the subjective interpretation of collected data; therefore, the reserves discussed herein are considered estimates only and should not be construed as exact quantities. Future economic or operating conditions may affect recovery of estimated reserves and cash flows, and reserves of all categories may be subject to revision as more performance data become available or as alternative estimating methods become applicable.

H.J. Gruy and Associates, Inc. is a privately owned, independent consultancy, and compensation for our efforts is not contingent upon the outcome of our work. H.J. Gruy and Associates, Inc. and its employees have no direct financial interest in Range Resources Corporation or the properties audited nor do we contemplate any future direct financial interest. Any distribution or publication of this work or any part thereof must include this letter in its entirety.

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CERTIFICATE OF QUALIFICATION

I, Sylvia Castilleja, of 333 Clay Street, Suite 3850, Houston, Texas 77002, hereby certify:

1.

I am a Senior Vice President with H.J. Gruy and Associates, Inc, and was the engineer primarily responsible for the reserve audit conducted by H.J. Gruy and Associates, Inc. and preparation of the report for Range Resources Corporation effective December 31, 2010 and dated August 31, 2011, contained herein.

2.

I earned a Bachelor of Science degree in Petroleum Engineering from the University of Texas at Austin in 1984 and I am a Registered Professional Engineer in the State of Texas, P.E. License Number 88809. I am also a member of the Society of Petroleum Engineers and have 22 years of experience in the evaluation of oil and gas reserves.

EXHIBIT 99.2

DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244

August 31, 2011

Range Resources Corporation
100 Throckmorton Street
Suite 1200
Fort Worth, Texas 76102

Gentlemen:

     Pursuant to your request, we have conducted a reserves audit of the net proved crude oil, condensate, natural gas liquids (NGL), and natural gas reserves, as of December 31, 2010, of certain properties owned by Range Resources Corporation (Range). These properties consist of certain productive lease hold interests located in New Mexico and Texas. This evaluation was completed on August 31, 2011. This report was prepared in accordance with guidelines specified in Item 1202 (a)(8) of Regulation S-K and is to be used for inclusion in certain United States Securities and Exchange Commission filings by Range. Range has represented that these properties account for 28 percent on a net equivalent barrel basis of Range’s net proved reserves as of December 31, 2010, and that the net proved reserves estimates have been prepared in accordance with the reserves definitions of Rules 4—10(a) (1)—(32) of Regulation S—X of the Securities and Exchange Commission (SEC) of the United States. We have reviewed information provided to us by Range that it represents to be Range’s estimates of the net reserves, as of December 31, 2010, for the same properties as those which we evaluated.

     Reserves included herein are expressed as net reserves as represented by Range. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31, 2010. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Range after deducting all interests owned by others.

Estimates of oil, condensate, NGL, and natural gas should be regarded only as estimates that may change as further production history and additional

DeGolyer and MacNaughton

information become available. Not only are such reserves estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

     Data used in this audit were obtained from reviews with Range personnel, Range files, from records on file with the appropriate regulatory agencies, and from public sources. Additionally, this information includes data supplied by Petroleum Information/Dwights LLC; Copyright 2010 Petroleum Information/Dwights LLC. In the preparation of this report we have relied, without independent verification, upon such information furnished by Range with respect to property interests, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this report.

Methodology and Procedures

     Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principals and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

     For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production or to the limit of the production licenses as appropriate.

Definition of Reserves

     Petroleum reserves estimated by Range and by us included in this report are classified as proved. Only proved reserves have been evaluated for this report.

DeGolyer and MacNaughton

Reserves classifications used by Range and by us in this report are in accordance with the reserves definitions of Rules 4—10(a) (1)—(32) of Regulation S—X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves — Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

DeGolyer and MacNaughton

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Developed oil and gas reserves — Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

DeGolyer and MacNaughton

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves — Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4—10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

Primary Economic Assumptions

     The following economic assumptions were used for estimating existing and future prices and costs:

Oil, Condensate, and NGL Prices

Range has represented that the oil, condensate, and NGL prices were based on a 12-month average price (reference price), calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless

DeGolyer and MacNaughton

prices are defined by contractual arrangements. Range supplied differentials by field to a West Texas Intermediate reference price of $79.81 per barrel and the prices were held constant thereafter. The volume-weighted average price was $76.64 per barrel for oil and condensate and $39.60 per barrel for natural gas liquids.

     Natural Gas Prices

Range has represented that the natural gas prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. The gas prices were calculated for each property using differentials to the Henry Hub reference price of $4.38 per Mcf furnished by Range and held constant thereafter. The volume-weighted average price was $3.53 per Mcf.

     Operating Expenses and Capital Costs

Operating expenses and capital costs, based on information provided by Range, were used in estimating future costs required to operate the properties. In certain cases, future costs, either higher or lower than existing costs, may have been used because of anticipated changes in operating conditions. These costs were not escalated for inflation.

     While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2010, estimated oil and gas volumes. The reserves estimated in this report can be produced under current regulatory guidelines.

     Range has represented that estimated net proved reserves attributable to the reviewed properties are based on the definitions of proved reserves of the SEC. Range represents that its estimates of the net proved reserves attributable to these properties which represent 28 percent of Range’s reserves on a net equivalent basis

DeGolyer and MacNaughton

are as follows, expressed in thousands of barrels (Mbbl), millions of cubic feet (MMcf), and millions of cubic feet equivalent (MMcfe) of gas.

     Our estimates of Range’s net proved reserves attributable to the reviewed properties are based on the definitions of proved reserves of the SEC. Estimates of proved reserves by DeGolyer and MacNaughton are as follows, expressed in thousands of barrels (Mbbl), millions of cubic feet (MMcf), and millions of cubic feet of gas equivalent (MMcfe):

		Net Proved				Net Proved
		Reserves				Reserves
		Estimated by				Estimated by
		DeGolyer and				Range
		MacNaughton				Resources
		as of				as of
		December 31, 2010				December 31, 2010
Proved Net Reserves
Oil and Condensate, Mbbl			10,411				10,476
Natural Gas Liquids, Mbbl			31,951				33,495
Sales Gas, MMcf			921,662				962,893
Net Equivalent, MMcfe			1,175,829				1,226,724
Future Gross Revenue, M$			5,316,816				5,522,292
Production and Ad Valorem Taxes, M$			389,983				409,415
Operating Expenses, M$			1,084,172				1,107,021
Capital Costs, M$			572,306				544,735
Future Net Revenue, M$			3,270,355				3,461,120
Present Worth at 10 Percent, M$			1,355,582				1,398,319

Notes:

     In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present worth of estimated gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4, 932-235-50-6, 932-235-50-7, 932-235-50-9, 932-235-50-30, and 932-235-50-31(a), (b), and (e) of the Accounting Standards Update 932-235-50, Extractive Industries — Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and

DeGolyer and MacNaughton

Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4—10(a) (1)—(32) of Regulation S—X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8), and 1203(a) of Regulation S—K of the Securities and Exchange Commission; provided, however, future income tax expenses have not been taken into account in estimating the future net revenue and present worth values set forth herein.

     To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

     In comparing the detailed net proved reserves estimates prepared by us and by Range, we have found differences, both positive and negative, resulting in an aggregate difference of 4.1 percent when compared on the basis of net equivalent gas. It is our opinion that the net proved reserves estimates prepared by Range on the properties reviewed by us and referred to above, when compared on the basis of net equivalent barrels, in aggregate, do not differ materially from those prepared by us.

     DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in Range. Our fees were not contingent on the results of our evaluation. This letter report has been prepared at the request of Range. DeGolyer and MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare this report.

CERTIFICATE of QUALIFICATION

I, Paul J. Szatkowski, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A., hereby certify:

1.

That I am a Senior Vice President with DeGolyer and MacNaughton, which company did prepare the letter report addressed to Range dated August 31, 2011, and that I, as Senior Vice President, was responsible for the preparation of this report.

2.

That I attended Texas A&M University, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in 1974; that I am a Registered Professional Engineer in the St.ate of Texas; that I am a member of the International Society of Petroleum Engineers and the American Association of Petroleum Geologists; and that I have in excess of 37 years of experience in oil and gas reservoir studies and reserves evaluations.

EXHIBIT 99.3

August 31, 2011

Range Resources Corporation
100 Throckmorton Street
Suite 1200
Fort Worth, TX 76102

Attention: Mr. Alan W. Farquharson

	SUBJECT:		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, 2010 Job 10.1239

     At the request of Range Resources Corporation (Range), Wright & Company, Inc. (Wright) has performed a reserves audit 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. This reserves audit is pursuant to the financial reporting requirements of the Securities and Exchange Commission (SEC) as specified in Regulation S-X, Rule 4-10(a) and Regulation S-K, Rule 1202(a)(8) and (a)(9). Wright was requested to compare its results to the internal estimates made by Range as of December 31, 2010. 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 effective date of this report is December 31, 2010. The report was completed January 18, 2011.

     The properties evaluated in this report are located in the states of Pennsylvania and Virginia. According to Range the total proved reserves subject to this evaluation and reasonableness opinion represent approximately 60 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 estimated net reserves, future net cash flows, and discounted net cash flows as of December 31, 2010, the results of which are summarized in the following table:

										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:			1,550.187				17.827				1,568.014				2,917.770				4,485.784
Gas, MMcf:			786,208.583				64,623.280				850,831.863				1,271,758.470				2,122,590.333
Plant, Mbbl:			19,545.287				38.186				19,583.473				53,288.188				72,871.661
Gas Equivalent, MMcfe (1 bbl = 6 Mcfe)			912,781.427				64,959.358				977,740.785				1,608,994.218				2,586,735.003
Cash Flow (BTAX), M$ Undiscounted:			2,984,963.967				182,336.376				3,167,300.343				4,136,237.418				7,303,537.761
Discounted at 10% Per Annum:			1,353,797.837				86,416.257				1,440,214.094				1,037,224.500				2,477,438.594

     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, 2010.

										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:			1,157.929				5.305				1,163.234				5,190.295				6,353.529
Gas, MMcf:			766,800.183				65,153.477				831,953.660				1,341,143.323				2,173,096.983
Plant, Mbbl:			18,907.175				38.186				18,945.361				58,111.541				77,056.902
Gas Equivalent, MMcfe (1 bbl = 6 Mcfe)			887,190.807				65,414.423				952,605.230				1,720,954.339				2,673,559.569
Cash Flow (BTAX), M$ Undiscounted:			2,898,527.257				155,543.160				3,054,070.417				4,686,743.298				7,740,813.715
Discounted at 10% Per Annum:			1,342,474.114				58,487.243				1,400,961.357				1,288,065.509				2,689,026.866

     Comparing the results found in the previous tables, the differences between Range’s total proved reserves estimates and Wright’s independent audit is 3.36 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 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 $4.376 per Million British Thermal Units (MMBtu) for natural gas at Henry Hub, LA, and $79.81 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 $3.70 per Mcf and $55.84 per barrel. Prices for oil and gas were held constant for the life of the properties. The plant product prices were estimated to be 50.52 percent of the base oil price, resulting in an average adjusted price of $40.32 per barrel.

     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.

     Net income to the evaluated interests is the cash flow after consideration of royalty revenue payable to others, standard state and county taxes, operating expenses, and investments, 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.

     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 formation fluid and rock 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.

     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 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, Wright 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 owns no 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, its shareholders, 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 and for reporting disclosures as required by the SEC. This report is also intended for public disclosure as an exhibit in filings made by Range with the SEC.

     In compliance with the definitions of reserves audit referenced in item 1202(a)(9) of Regulation S-K, Wright has reviewed the pertinent facts interpreted and assumptions underlying the reserves estimates prepared by Range. It is Wright’s opinion that the methodologies employed, the adequacy and quality of the data relied upon, the depth and thoroughness of the reserves estimation process, the classification of reserves based on the relevant definitions used, and the reasonableness of the estimated reserves quantities are appropriate for the purpose served by the report and are in accordance with the guidelines set forth by the SEC.

     The professional qualifications of the petroleum consultants responsible for the evaluation of the reserves and economics information presented in this report meet the standards of Reserves 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.

Professional Qualifications
D. Randall Wright
President

I, D. Randall Wright, am the primary technical person in charge of the estimates of reserves and associated cash flow and economics on behalf of Wright & Company, Inc. (Wright) for the results presented in this report to Range Resources Corporation. I have a Master of Science degree in Mechanical Engineering from Tennessee Technological University.

I am a qualified Reserves Estimator as set forth in the “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers. This qualification is based on more than 37 years of practical experience in the estimation and evaluation of petroleum reserves with Texaco, Inc., First City National Bank of Houston, Sipes, Williamson & Associates, Inc., Williamson Petroleum Consultants, Inc., and Wright which I founded in 1988.

I am a registered Professional Engineer in the state of Texas (TBPE #43291), granted in 1978, a member of the Society of Petroleum Engineers (SPE) and a member of the Order of the Engineer.