UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
Amendment No. 1
(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, 2009
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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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Name of Each Exchange on Which Registered |
| 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 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
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:
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Exhibit Description |
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23.2
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Consent of Wright and Company |
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31.1
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Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2
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Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.1
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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
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RANGE RESOURCES CORPORATION
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By: |
/s/ John H. Pinkerton
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John H. Pinkerton |
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Chairman of the Board and
Chief Executive Officer |
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