10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended March 31, 2013

OR

¨ 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	34-1312571
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
100 Throckmorton Street, Suite 1200 Fort Worth, Texas	76102
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code

(817) 870-2601

Former Name, Former Address and Former Fiscal Year, if changed since last report: Not applicable

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 ¨

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 preceding 12 months (or for shorter period that the registrant was required to submit and post such files).

Yes þ No ¨

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.

Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer ¨ (Do not check if smaller reporting company)

Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

163,072,587 Common Shares were outstanding on April 23, 2013.

RANGE RESOURCES CORPORATION

FORM 10-Q

Quarter Ended March 31, 2013

Unless the context otherwise indicates, all references in this report to “Range,” “we,” “us,” or “our” are to Range Resources Corporation and its wholly-owned subsidiaries and its ownership interests in equity method investees.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
		Page
ITEM 1.	Financial Statements:
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Operations (Unaudited)	4
	Consolidated Statements of Comprehensive Income (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	6
	Selected Notes to Consolidated Financial Statements (Unaudited)	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	40
ITEM 4.	Controls and Procedures	43
PART II – OTHER INFORMATION
ITEM 1.	Legal Proceedings	44
ITEM 1A.	Risk Factors	44
ITEM 6.	Exhibits	45

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PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

RANGE RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	March 31,		December 31,
	2013		2012
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	194		$252
Accounts receivable, less allowance for doubtful accounts of $2,368 and $2,374		152,670		167,495
Assets held for sale		165,478		—
Deferred tax asset		12,646		—
Unrealized derivative gain		23,052		137,552
Inventory and other		16,600		22,315
Total current assets		370,640		327,614
Unrealized derivative gain		4,387		15,715
Equity method investments		129,954		132,449
Natural gas and oil properties, successful efforts method		8,128,200		8,111,775
Accumulated depletion and depreciation		(1,944,252)		(2,015,591)
		6,183,948		6,096,184
Transportation and field assets		116,448		117,717
Accumulated depreciation and amortization		(78,149)		(76,150)
		38,299		41,567
Other assets		139,303		115,206
Total assets	$	6,866,531		$6,728,735
Liabilities
Current liabilities:
Accounts payable	$	363,273		$234,651
Asset retirement obligations		2,366		2,470
Liabilities held for sale		8,346		—
Accrued liabilities		175,338		139,379
Deferred tax liability		—		37,924
Accrued interest		38,678		36,248
Unrealized derivative loss		19,662		4,471
Total current liabilities		607,663		455,143
Bank debt		47,000		739,000
Subordinated notes		2,889,505		2,139,185
Deferred tax liability		683,857		698,302
Unrealized derivative loss		8,370		3,463
Deferred compensation liability		222,700		187,604
Asset retirement obligations and other liabilities		150,044		148,646
Total liabilities		4,609,139		4,371,343
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, 163,068,565 issued
at March 31, 2013 and 162,641,896 issued at December 31, 2012		1,630		1,626
Common stock held in treasury, 101,772 shares at March 31, 2013
and 127,798 shares at December 31, 2012		(3,767)		(4,760)
Additional paid-in capital		1,924,619		1,915,627
Retained earnings		278,859		360,990
Accumulated other comprehensive income		56,051		83,909
Total stockholders’ equity		2,257,392		2,357,392
Total liabilities and stockholders’ equity	$	6,866,531		$6,728,735

See accompanying notes.

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RANGE RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended March 31,
		2013		2012
Revenues and other income:
Natural gas, NGLs and oil sales	$	398,239	$	317,617
Derivative fair value loss		(99,875)		(60,833)
Loss on the sale of assets		(166)		(10,426)
Brokered natural gas, marketing and other		21,041		4,597
Total revenues and other income		319,239		250,955
Costs and expenses:
Direct operating		30,188		29,022
Transportation, gathering and compression		62,416		40,820
Production and ad valorem taxes		11,383		36,634
Brokered natural gas and marketing		22,315		4,062
Exploration		16,780		21,516
Abandonment and impairment of unproved properties		15,218		20,289
General and administrative		84,058		38,729
Deferred compensation plan		42,360		(7,830)
Interest expense		42,210		37,205
Depletion, depreciation and amortization		115,101		100,151
Total costs and expenses		442,029		320,598
Loss from operations before income taxes		(122,790)		(69,643)
Income tax (benefit) expense
Current		25		—
Deferred		(47,205)		(27,843)
		(47,180)		(27,843)
Net loss	$	(75,610)	$	(41,800)
Net loss per common share:
Basic	$	(0.47)	$	(0.26)
Diluted	$	(0.47)	$	(0.26)
Dividends per common share	$	0.04	$	0.04
Weighted average common shares outstanding:
Basic		160,125		158,913
Diluted		160,125		158,913

See accompanying notes.

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RANGE RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited, in thousands)

	Three Months Ended March 31,
		2013		2012
Net loss	$	(75,610)	$	(41,800)
Other comprehensive income:
Realized loss (gain) on hedge derivative contract
settlements reclassified into earnings from
other comprehensive income, net of taxes		(14,840)		(35,442)
Amortization related to de-designated hedges, net of taxes		(7,425)		—
Change in unrealized deferred hedging (losses) gains, net of taxes		(5,593)		78,974
Total comprehensive (loss) income	$	(103,468)	$	1,732

See accompanying notes.

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RANGE RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Three Months Ended March 31,
		2013		2012
Operating activities:
Net loss	$	(75,610)	$	(41,800)
Adjustments to reconcile net loss to net cash provided from operating activities:
Loss from equity method investments, net of distributions		610		251
Deferred income tax benefit		(47,205)		(27,843)
Depletion, depreciation and amortization and impairment		115,101		100,151
Exploration dry hole costs		(159)		709
Mark-to-market on natural gas, NGLs and oil derivatives not designated as hedges		96,802		52,056
Abandonment and impairment of unproved properties		15,218		20,289
Unrealized derivative loss		3,455		948
Amortization of deferred financing costs, loss on extinguishment of debt and other		2,080		1,848
Deferred and stock-based compensation		54,991		2,508
Loss on the sale of assets		166		10,426
Changes in working capital:
Accounts receivable		1,292		11,947
Inventory and other		166		(897)
Accounts payable		5,775		8,962
Accrued liabilities and other		28,567		16,422
Net cash provided from operating activities		201,249		155,977
Investing activities:
Additions to natural gas and oil properties		(259,601)		(376,943)
Additions to field service assets		(1,071)		(1,622)
Acreage purchases		(8,794)		(74,268)
Equity method investments		1,885		—
Proceeds from disposal of assets		38,196		9,852
Purchases of marketable securities held by the deferred compensation plan		(17,936)		(3,061)
Proceeds from the sales of marketable securities held by the deferred
compensation plan		6,316		2,183
Net cash used in investing activities		(241,005)		(443,859)
Financing activities:
Borrowing on credit facilities		368,000		340,000
Repayment on credit facilities		(1,060,000)		(527,000)
Issuance of subordinated notes		750,000		600,000
Dividends paid		(6,521)		(6,473)
Debt issuance costs		(12,098)		(11,242)
Issuance of common stock		343		1,266
Change in cash overdrafts		(12,458)		12,969
Proceeds from the sales of common stock held by the deferred compensation plan		12,432		1,168
Net cash provided from financing activities		39,698		410,688
(Decrease) increase in cash and cash equivalents		(58)		122,806
Cash and cash equivalents at beginning of period		252		92
Cash and cash equivalents at end of period	$	194	$	122,898

See accompanying notes.

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RANGE RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) SUMMARY OF ORGANIZATION AND NATURE OF BUSINESS

Range Resources Corporation (“Range,” “we,” “us,” or “our”) is a Fort Worth, Texas-based independent natural gas, natural gas liquids (“NGLs”) and oil company primarily engaged in the exploration, development and acquisition of natural gas and oil properties in the Appalachian and Southwestern regions of the United States. Our objective is to build stockholder value through consistent growth in reserves and production on a cost-efficient basis. Range is a Delaware corporation with our common stock listed and traded on the New York Stock Exchange under the symbol “RRC.”

(2) BASIS OF PRESENTATION

Presentation

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Range Resources Corporation 2012 Annual Report on Form 10-K filed on February 27, 2013.  The results of operations for the quarter ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year. These consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for fair presentation of the results for the periods presented.  All adjustments are of a normal recurring nature unless otherwise disclosed. These consolidated financial statements, including selected notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Certain reclassifications have been made to prior year’s reported amounts in order to conform with the current year presentation. These reclassifications include gas purchases and other marketing costs which were previously reported in other income and are currently reported as a separate operating expense. These reclassifications have no impact on previously reported net income.

In first quarter 2012, the Pennsylvania legislature passed an “impact fee” on unconventional natural gas and oil production. The impact fee is a per well annual fee imposed for a period of fifteen years on all unconventional wells drilled in Pennsylvania. The fee is based on the average annual price of natural gas and the Consumer Price Index. The annual fee per well declines each year over the fifteen year time period as long as the well is producing. In the first three months of 2012, we recorded a retroactive impact fee of $24.0 million for wells drilled during 2011 and prior. This expense is reflected in our statements of operations category production and ad valorem taxes.

Assets Held for Sale

Any properties held for sale as of the balance sheet date are separately presented on the accompanying balance sheets at the lower of net book value or fair value less the cost to sell. The asset retirement obligations liabilities related to such properties have been reclassified to liabilities held for sale.  On February 26, 2013, we announced we signed a definitive agreement to sell certain of our Permian and Delaware Basin properties for a price of $275.0 million, subject to normal post-closing adjustments.  Refer to Note 4 for additional discussion on these assets.  As of March 31, 2013, the carrying value of these assets held for sale is composed of the following (in thousands).   

	March 31, 2013
Composition of assets held for sale:
Oil and gas properties	$ 161,140
Transportation and field assets	3
Accounts receivable and other	4,117
Inventory	218
	$ 165,478
Composition of liabilities held for sale:
Accounts payable	$ (354)
Asset retirement obligation	(2,816)
Accrued liabilities	(5,176)
	$ (8,346)

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De-designation of commodity derivative contracts

Effective March 1, 2013, we elected to discontinue hedge accounting prospectively. After March 1, 2013, both realized and unrealized gains and losses will be recognized in earnings immediately each quarter as derivative contracts are settled and marked to market. For first quarter 2013, unrealized losses of $81.4 million were included in our statements of operations that, prior to March 1, 2013, would have been deferred in accumulated other comprehensive income (“AOCI”) if we continued using hedge accounting. Refer to Note 11 for additional information.

(3) NEW ACCOUNTING STANDARDS

In December 2011, the FASB issued ASU No. 2011-11, “Disclosures about Offsetting Assets and Liabilities” requiring additional disclosures about offsetting and related arrangements. ASU 2011-11 is effective retrospectively for annual reporting periods beginning on or after January 1, 2013. Also, in January 2013, the FASB issued ASU No. 2013-01, “Balance Sheet (Topic 210). Clarifying the Scope of Disclosures about offsetting Assets and Liabilities.” ASU 2013-01 limited the disclosures required by ASU No. 2011-11. We adopted these new requirements in first quarter 2013 and they did not have a material effect on our consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220):  Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income.”  ASU 2013-02 requires information to be disclosed about the amounts reclassified out of AOCI by component.  We adopted this new requirement in first quarter 2013 and it did not have a material effect on our consolidated financial statements.

The following table details the components of AOCI and related tax effects for the three months ended March 31, 2013 and March 31, 2012 (in thousands).

	2013			2012
	Gross	Tax Effect	Net of Tax	Gross	Tax Effect	Net of Tax
AOCI at beginning of period	$137,555	$(53,646)	$83,909	$254,678	$(98,051)	$156,627
Derivative contract settlements reclassified to natural gas, NGLs and oil sales	(24,328)	9,488	(14,840)	(57,629)	22,187	(35,442)
Amortization related to de-designated hedges	(12,172)	4,747	(7,425)	—	—	—
Change in unrealized deferred hedging gains	(9,169)	3,576	(5,593)	131,081	(52,107)	78,974
AOCI at March 31	$91,886	$(35,835)	$56,051	$328,130	$(127,971)	$200,159

(4) DISPOSITIONS

2013 Dispositions

In December 2012, we announced our plan to offer for sale certain of our Delaware and Permian Basin properties in southeast New Mexico and West Texas. The data room opened in early January 2013, and on February 26, 2013, we announced we signed a definitive agreement to sell these assets for a price of $275.0 million, subject to normal post-closing adjustments. We closed this disposition on April 1 and estimate that we will recognize a gain of approximately $84.0 million in second quarter 2013 related to this sale. In first quarter 2013, we received a deposit of $27.5 million related to this sale, which is reflected as a reduction of assets held for sale. Also in first quarter 2013, we received $10.0 million of proceeds from the sale of miscellaneous oil and gas property in Pennsylvania.

2012 Dispositions

In March 2012, we sold seventy-five percent of a prospect in East Texas which included unproved properties and a suspended exploratory well to a third party for $8.6 million resulting in a pre-tax loss of $10.9 million. As part of this agreement, we retained a carried interest on the first well drilled and an overriding royalty of 2.5% to 5.0% in the prospect.

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(5) INCOME TAXES

Income tax benefit from operations was as follows (in thousands):

	Three Months Ended March 31,
	2013	2012
Income tax benefit	$ (47,180)	$ (27,843)
Effective tax rate	38.4%	40.0%

We compute our quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to our year-to-date income, except for discrete items. Income taxes for discrete items are computed and recorded in the period that the specific transaction occurs. For the first three months ended March 31, 2013 and 2012, our overall effective tax rate on pre-tax loss from operations was different than the federal statutory rate of 35% due primarily to state income taxes, valuation allowances and other permanent differences.

(6) LOSS PER COMMON SHARE

Basic income or loss per share attributable to common shareholders is computed as (1) income or loss attributable to common shareholders (2) less income allocable to participating securities (3) divided by weighted average basic shares outstanding. Diluted income or loss per share attributable to common stockholders is computed as (1) basic income or loss attributable to common shareholders (2) plus diluted adjustments to income allocable to participating securities (3) divided by weighted average diluted shares outstanding. The following tables set forth a reconciliation of income or loss attributable to common shareholders to basic income or loss attributable to common shareholders to diluted income or loss attributable to common shareholders (in thousands except per share amounts):

	Three Months Ended March 31, 2013	Three Months Ended March 31, 2012
Net loss, as reported	$(75,610)	$(41,800)
Participating basic earnings (a)	(109)	(113)
Basic net loss attributed to common shareholders	(75,719)	(41,913)
Reallocation of participating earnings (a)	—	—
Diluted net loss attributed to common shareholders	$(75,719)	$(41,913)
Net loss per common share:
Basic	$(0.47)	$(0.26)
Diluted	$(0.47)	$(0.26)

^(a) Restricted Stock Awards represent participating securities because they participate in nonforfeitable dividends or distributions with common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the participating securities. Participating securities, however, do not participate in undistributed net losses.

The following table provides a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding (in thousands):

	Three Months Ended March 31,
	2013	2012
Denominator:
Weighted average common shares outstanding – basic	160,125	158,913
Effect of dilutive securities:
Director and employee stock options and SARs	—	—
Weighted average common shares outstanding – diluted	160,125	158,913

Weighted average common shares – basic for the three months ended March 31, 2013 excludes 2.7 million shares and the three months ended March 31, 2012 excludes 2.8 million shares of restricted stock held in our

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deferred compensation plans (although all awards are issued and outstanding upon grant). Due to our loss from operations for the three months ended March 31, 2013 and March 31, 2012, we excluded all outstanding stock appreciation rights (“SARs”) and restricted stock from the computations of diluted net loss per share because the effect would have been anti-dilutive to the computations.

(7) SUSPENDED EXPLORATORY WELL COSTS

We capitalize exploratory well costs until a determination is made that the well has either found proved reserves or that it is impaired. Capitalized exploratory well costs are presented in natural gas and oil properties in the accompanying consolidated balance sheets. If an exploratory well is determined to be impaired, the well costs are charged to exploration expense in the accompanying consolidated statements of operations.

The following table reflects the changes in capitalized exploratory well costs for the three months ended March 31, 2013 and the year ended December 31, 2012 (in thousands except for number of projects):

	March 31, 2013	December 31, 2012
Balance at beginning of period	$57,360	$ 93,388
Additions to capitalized exploratory well costs pending the determination of proved reserves	62,640	153,250
Reclassifications to wells, facilities and equipment based on determination of proved reserves	(58,601)	(184,298)
Divested wells	—	(4,980)
Balance at end of period	61,399	57,360
Less exploratory well costs that have been capitalized for a period of one year or less	(39,140)	(45,965)
Capitalized exploratory well costs that have been capitalized for a period greater than one year	$ 22,259	$ 11,395
Number of projects that have exploratory well costs that have been capitalized for a period greater than one year	9	5

As of March 31, 2013, $22.3 million of capitalized exploratory well costs have been capitalized for more than one year with six of the wells waiting on pipelines and three of the wells currently in the completion stage. Five of the wells are not operated by us and eight of the wells are in Pennsylvania. In first quarter 2012, we sold a seventy-five percent interest in an East Texas exploratory well. Refer to Note 4 for additional information.

The following table provides an aging of capitalized exploratory well costs that have been suspended for more than one year as of March 31, 2013 (in thousands):

	Total	2013	2012	2011	2010	2009	2008
Capitalized exploratory well costs that   have been capitalized for more than one year	$ 22,259	$ 5,854	$ 5,961	$ 5,965	$ 72	$ 2,884	$ 1,523

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(8) INDEBTEDNESS

We had the following debt outstanding as of the dates shown below (in thousands) (bank debt interest rate at March 31, 2013 is shown parenthetically). No interest was capitalized during the three months ended March 31, 2013 or 2012.

	March 31, 2013	December 31, 2012
Bank debt (3.7%)	$ 47,000	$ 739,000
Senior subordinated notes:
7.25% senior subordinated notes due 2018	250,000	250,000
8.00% senior subordinated notes due 2019, net of $ 10,495 and $ 10,815 discount, respectively	289,505	289,185
6.75% senior subordinated notes due 2020	500,000	500,000
5.75% senior subordinated notes due 2021	500,000	500,000
5.00% senior subordinated notes due 2022	600,000	600,000
5.00% senior subordinated notes due 2023	750,000	—
Total debt	$ 2,936,505	$ 2,878,185

Bank Debt

In February 2011, we entered into an amended and restated revolving bank facility, which we refer to as our bank debt or our bank credit facility, which is secured by substantially all of our assets. The bank credit facility provides for an initial commitment equal to the lesser of the facility amount or the borrowing base. On March 31, 2013, the facility amount was $1.75 billion and the borrowing base was $2.0 billion. The bank credit facility provides for a borrowing base subject to redeterminations semi-annually and for event-driven unscheduled redeterminations. As part of our semi-annual bank review completed on April 8, 2013, our borrowing base was reaffirmed at $2.0 billion and our facility amount was also reaffirmed at $1.75 billion. Our current bank group is composed of twenty-eight financial institutions, with no one bank holding more than 9% of the total facility. The facility amount may be increased to the borrowing base amount with twenty days notice, subject to the banks agreeing to participate in the facility increase and payment of a mutually acceptable commitment fee to those banks.  As of March 31, 2013, the outstanding balance under our bank credit facility was $47.0 million. Additionally, we had $84.7 million of undrawn letters of credit leaving $1.6 billion of borrowing capacity available under the facility amount. The facility matures on February 18, 2016. Borrowings under the bank facility can either be at the Alternate Base Rate (as defined) plus a spread ranging from 0.50% to 1.5% or LIBOR borrowings at the Adjusted LIBO Rate (as defined) plus a spread ranging from 1.5% to 2.5%. The applicable spread is dependent upon borrowings relative to the borrowing base. We may elect, from time to time, to convert all or any part of our LIBOR loans to base rate loans or to convert all or any of the base rate loans to LIBOR loans. The weighted average interest rate was 2.1% for both the three months ended March 31, 2013 and the three months ended March 31, 2012. A commitment fee is paid on the undrawn balance based on an annual rate of 0.375% to 0.50%. At March 31, 2013, the commitment fee was 0.375% and the interest rate margin was 1.5% on our LIBOR loans and 0.5% on our base rate loans. On March 31, 2013, the borrowings under the credit facility were at the base rate.

Senior Subordinated Notes

In March 2013, we issued $750.0 million aggregate principal amount of 5.00% senior subordinated notes due 2023 (“5.00% Notes due 2023”) for net proceeds of $738.8 million after underwriting discounts and commissions of $11.2 million. The 5.00% Notes due 2023 were issued at par. Interest on the 5.00% Notes due 2023 is payable semi-annually in March and September and is guaranteed by all of our subsidiary guarantors. We may redeem the 5.00% Notes due 2023, in whole or in part, at any time on or after March 15, 2018, at a redemption price of 102.5% of the principal amount as of March 15, 2018, declining to 100% on March 15, 2021 and thereafter. Before March 15, 2016, we may redeem up to 35% of the original aggregate principal amount of the 5.00% Notes due 2023 at a redemption price equal to 105% of the principal amount thereof, plus accrued and unpaid interest, if any, with the proceeds of certain equity offerings, provided that 65% of the aggregate principal amount of 5.00% Notes due 2023 remains outstanding immediately after the occurrence of such redemption and also provided such redemption shall occur within 60 days of the date of the closing of the equity offering. On closing of the 5.00% Notes due 2023, we used the proceeds to pay down our outstanding bank credit facility balance.

If we experience a change of control, bondholders may require us to repurchase all or a portion of all of our senior subordinated notes at 101% of the aggregate principal amount plus accrued and unpaid interest, if any. All of

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the senior subordinated notes and the guarantees by our subsidiary guarantors are general, unsecured obligations and are subordinated to our bank debt and will be subordinated to future senior debt that we or our subsidiary guarantors are permitted to incur under the bank credit facility and the indentures governing the subordinated notes.

Early Extinguishment of Debt

On April 2, 2013, we announced a call for redemption of the $250.0 million of our outstanding 7.25% senior subordinated notes due 2018 at 103.625% of par.  The notes will be redeemed on May 2, 2013.

Guarantees

Range Resources Corporation is a holding company which owns no operating assets and has no significant operations independent of its subsidiaries. The guarantees by our subsidiaries of our senior subordinated notes are full and unconditional and joint and several, subject to certain customary release provisions. A subsidiary guarantor may be released from its obligations under the guarantee:

•   in the event of a sale or other disposition of all or substantially all of the assets of the subsidiary guarantor or a sale or other disposition of all the capital stock of the subsidiary guarantor, to any corporation or other person (including an unrestricted subsidiary of Range) by way of merger, consolidation, or otherwise; or

•   if Range designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the terms of the indenture.

Debt Covenants and Maturity

Our bank credit facility contains negative covenants that limit our ability, among other things, to pay cash dividends, incur additional indebtedness, sell assets, enter into certain hedging contracts, change the nature of our business or operations, merge, consolidate, or make investments. In addition, we are required to maintain a ratio of debt to EBITDAX (as defined in the credit agreement) of no greater than 4.25 to 1.0 and a current ratio (as defined in the credit agreement) of no less than 1.0 to 1.0. We were in compliance with our covenants under the bank credit facility at March 31, 2013.

The indentures governing our senior subordinated notes contain various restrictive covenants that are substantially identical to each other and may limit our ability to, among other things, pay cash dividends, incur additional indebtedness, sell assets, enter into transactions with affiliates, or change the nature of our business. At March 31, 2013, we were in compliance with these covenants.

(9) ASSET RETIREMENT OBLIGATIONS

Our asset retirement obligations primarily represent the estimated present value of the amounts we will incur to plug, abandon and remediate our producing properties at the end of their productive lives. Significant inputs used in determining such obligations include estimates of plugging and abandonment costs, estimated future inflation rates and well life. The inputs are calculated based on historical data as well as current estimated costs. A reconciliation of our liability for plugging and abandonment costs for first quarter 2013 is as follows (in thousands):

	Three Months Ended March 31, 2013
Beginning of period	$ 146,478
Liabilities incurred	1,690
Liabilities settled	(96)
Disposition of wells	(2,816)
Accretion expense	2,717
Change in estimate	—
End of period	147,973
Less current portion	(2,366)
Long-term asset retirement obligations	$ 145,607

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Accretion expense is recognized as a component of depreciation, depletion and amortization expense in the accompanying statements of operations.

(10) CAPITAL STOCK

We have authorized capital stock of 485.0 million shares which includes 475.0 million shares of common stock and 10.0 million shares of preferred stock. We currently have no preferred stock issued or outstanding. The following is a schedule of changes in the number of common shares outstanding since the beginning of 2012:

	Three Months Ended March 31, 2013	Year Ended December 31, 2012
Beginning balance	162,514,098	161,131,547
Stock options/SARs exercised	206,949	926,425
Restricted stock granted	106,969	354,674
Restricted stock units vested	112,751	57,824
Treasury shares issued	26,026	43,628
Ending balance	162,966,793	162,514,098

(11) DERIVATIVE ACTIVITIES

We use commodity-based derivative contracts to manage exposure to commodity price fluctuations. We do not enter into these arrangements for speculative or trading purposes. We do not utilize complex derivatives as we typically utilize commodity swaps or collars to (1) reduce the effect of price volatility of the commodities we produce and sell and (2) support our annual capital budget and expenditure plans. In 2011, we sold NGLs derivative swap contracts (“sold swaps”) for the natural gasoline (or C5) component of natural gas liquids and in 2012, we entered into purchased derivative swaps (“re-purchased swaps”) for C5 volumes. These re-purchased swaps were, in some cases, with the same counterparties as our sold swaps. We entered into these re-purchased swaps to lock in certain natural gasoline derivative gains. In second quarter 2012, we also entered into NGL derivative swap contracts for the propane (or C3) component of NGLs. At March 31, 2013, we had open swap contracts covering 77.7 Bcf of natural gas at prices averaging $3.71 per mcf, 4.5 million barrels of oil at prices averaging $94.62 per barrel, 1.8 million net barrels of NGLs (the C5 component of NGLs) at prices averaging $92.72 per barrel and 2.3 million barrels of NGLs (the C3 component of NGLs) at prices averaging $37.00 per barrel. At March 31, 2013, we also had collars covering 258.6 Bcf of natural gas at weighted average floor and cap prices of $4.08 to $4.64 per mcf and 1.6 million barrels of oil at weighted average floor and cap prices of $88.23 to $100.00 per barrel. The fair value of these contracts, represented by the estimated amount that would be realized upon termination, based on a comparison of the contract price and a reference price, generally the New York Mercantile Exchange (“NYMEX”), approximated a net unrealized pre-tax loss of $593,000 at March 31, 2013. These contracts expire monthly through December 2015. The following table sets forth our derivative volumes by year as of March 31, 2013.

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Period	Contract Type	Volume Hedged	Weighted Average Hedge Price
Natural Gas
2013	Collars	280,000 Mmbtu/day	$ 4.59–$ 5.05
2014	Collars	402,500 Mmbtu/day	$ 3.81–$ 4.47
2015	Collars	95,000 Mmbtu/day	$ 4.06–$ 4.48
2013	Swaps	256,127 Mmbtu/day	$3.67
2014	Swaps	20,000 Mmbtu/day	$4.08
Crude Oil
2013	Collars	3,000 bbls/day	$ 90.60–$ 100.00
2014	Collars	2,000 bbls/day	$ 85.55–$ 100.00
2013	Swaps	5,829 bbls/day	$96.73
2014	Swaps	6,000 bbls/day	$94.54
2015	Swaps	2,000 bbls day	$90.20
NGLs (Natural Gasoline)
2013	Sold Swaps	8,000 bbls/day	$89.64
2013	Re-purchased Swaps	1,500 bbls/day	$76.30
NGLs (Propane)
2013	Swaps	7,000 bbls/day	$36.38
2014	Swaps	1,000 bbls/day	$40.32

Every derivative instrument is required to be recorded on the balance sheet as either an asset or a liability measured at its fair value. Fair value is determined based on the difference between the fixed contract price and the underlying market price at the determination date. Changes in the fair value of our derivatives that qualify for hedge accounting are recorded as a component of AOCI in the stockholders’ equity section of the accompanying consolidated balance sheets, which is later transferred to natural gas, NGLs and oil sales when the underlying physical transaction occurs and the hedging contract is settled. As of March 31, 2013, an unrealized pre-tax derivative gain of $91.9 million was recorded in AOCI. See additional discussion below regarding the discontinuance of hedge accounting. If the derivative does not qualify as a hedge or is not designated as a hedge, changes in fair value of these non-hedge derivatives are recognized in earnings in derivative fair value income or loss.

For those derivative instruments that qualify or are designated for hedge accounting, settled transaction gains and losses are determined monthly, and are included as increases or decreases to natural gas, NGLs and oil sales in the period the hedged production is sold. Through February 28, 2013, we have elected to designate our commodity derivative instruments that qualify for hedge accounting as cash flow hedges. Natural gas, NGLs and oil sales include $36.5 million of gains in first quarter 2013 compared to gains of $57.6 million in the same period of 2012 related to settled hedging transactions. Any ineffectiveness associated with these hedge derivatives is reflected in derivative fair value loss in the accompanying statements of operations. The ineffective portion is generally calculated as the difference between the changes in fair value of the derivative and the estimated change in future cash flows from the item hedged. Derivative fair value loss for the three months ended March 31, 2013 includes ineffective losses (unrealized and realized) of $2.9 million compared to a gain of $237,000 in the three months ended March 31, 2012. During first quarter 2013, we recognized a pre-tax gain of $2.3 million as a result of the discontinuance of hedge accounting where we determined the transaction was probable not to occur due to the sale of our properties in New Mexico.

Discontinuance of Hedge Accounting

Effective March 1, 2013, we elected to de-designate all commodity contracts that were previously designated as cash flow hedges and elected to discontinue hedge accounting prospectively. AOCI included $103.6 million ($63.2 million after tax) of unrealized net gains, representing the marked-to-market value of the effective portion of our cash flow hedges as of February 28, 2013. As a result of discontinuing hedge accounting, the marked-to-market values included in AOCI as of the de-designation date were frozen and will be reclassified into earnings in future periods as the underlying hedged transactions occur. As of March 31, 2013, we expect to reclassify into earnings $80.9 million of unrealized net gains in the remaining months of 2013 and $10.9 million of unrealized net gains in 2014 from AOCI.

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With the election to de-designate hedging instruments, all of our derivative instruments continue to be recorded at fair value with unrealized gains and losses recognized immediately in earnings rather than in AOCI. These marked-to-market adjustments will produce a degree of earnings volatility that can be significant from period to period, but such adjustments will have no cash flow impact relative to changes in market prices. The impact to cash flow occurs upon settlement of the underlying contract.

Derivative fair value loss

The following table presents information about the components of derivative fair value loss for the three months ended March 31, 2013 and 2012 (in thousands):

	Three Months Ended March 31,
	2013	2012
Change in fair value of derivatives that do not qualify or are not designated for hedge accounting (a)	$(96,802)	$ (52,056)
Realized gain on settlement–natural gas (a) (b)	815	—
Realized loss on settlement–oil (a) (b)	(102)	(4,622)
Realized loss on settlement–NGLs (a) (b)	(895)	(4,392)
Hedge ineffectiveness–realized	564	1,185
–unrealized	(3,455)	(948)
Derivative fair value loss	$(99,875)	$ (60,833)

^(a) Derivatives that do not qualify or are not designated for hedge accounting.

^(b)These amounts represent the realized gains and losses on settled derivatives that do not qualify or are not designated for hedge accounting, which before settlement are included in the category in this same table referred to as change in fair value of derivatives that do not qualify or are not designated for hedge accounting.

Derivative assets and liabilities

The combined fair value of derivatives included in the accompanying consolidated balance sheets as of March 31, 2013 and December 31, 2012 is summarized below. As of March 31, 2013, we are conducting derivative activities with fifteen financial institutions, of which all but two are secured lenders in our bank credit facility. We believe all of these institutions are acceptable credit risks. At times, such risks may be concentrated with certain counterparties. The credit worthiness of our counterparties is subject to periodic review. The assets and liabilities are netted where derivatives with both gain and loss positions are held by a single counterparty and we have master netting arrangements (in thousands).

	March 31, 2013	December 31, 2012
Derivative assets:
Natural gas–swaps	$(12,701)	$ 7,504
–collars	33,552	122,255
–basis swaps	—	993
Crude oil–swaps	1,769	9,650
–collars	(59)	2,222
NGLs–C5 swaps	4,844	10,643
–C3 swaps	34	—
	$27,439	$ 153,267
Derivative (liabilities):
Natural gas–swaps	$(19,918)	$ —
–collars	(6,206)	(3,463)
Crude oil – swaps	2,929	—
NGLs–C5 swaps	3,467	2,275
–C3 swaps	(8,204)	(6,746)
	$(28,032)	$(7,934)

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The table below provides data about the fair value of our derivative contracts. Derivative assets and liabilities shown below are presented as gross assets and liabilities, without regard to master netting arrangements, which are considered in the presentation of derivative assets and liabilities in the accompanying consolidated balance sheets (in thousands).

	March 31, 2013			December 31, 2012
	Assets	(Liabilities)		Assets	(Liabilities)
	Carrying Value	Carrying Value	Net Carrying Value	Carrying Value	Carrying Value	Net Carrying Value
Derivatives that qualify for cash flow hedge accounting :
Swaps (a)	$ 15,431	$ (6,640)	$ 8,791	$ 22,236	$ (3,242)	$ 18,994
Collars (a)	91,591	(10,356)	81,235	129,878	(9,721)	120,157
	$ 107,022	$ (16,996)	$ 90,026	$ 152,114	$ (12,963)	$ 139,151
Derivatives that do not qualify for hedge accounting :
Sold swaps (a)	$ 6,702	$ (48,132)	$ (41,430)	$ 7,316	$ (8,904)	$ (1,588)
Re-purchased swaps (a)	4,759	—	4,759	5,920	—	5,920
Collars (a)	162	(54,110)	(53,948)	857	—	857
Basis swaps (a)	—	—	—	993	—	993
	$ 11,623	$ (102,242)	$ (90,619)	$ 15,086	$ (8,904)	$ 6,182

(a) Included in unrealized derivative gain or loss in the accompanying consolidated balance sheets.

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The effects of our cash flow hedges (or those derivatives that qualify for hedge accounting) on accumulated other comprehensive income in the accompanying consolidated balance sheets is summarized below (in thousands):

	Three Months Ended March 31,
	Change in Hedge Derivative Fair Value		Realized Gain (Loss) Reclassified from OCI into Revenue (a)
	2013	2012		2013	2012
Swaps	$ (2,154)	$ 36,172		$ 5,768	$ 19,313
Put options	—	(1,562)		—	—
Collars	(7,015)	96,471		30,732	38,316
Income taxes	3,576	(52,107)		(14,235)	(22,187)
	$ (5,593)	$ 78,974		$ 22,265	$ 35,442

(a) For realized gains upon derivative contract settlement, the reduction in AOCI is offset by an increase in natural gas, NGLs and oil sales. For realized

    losses upon derivative contract settlement, the increase in AOCI is offset by a decrease in natural gas, NGLs and oil sales.

The effects of our non-hedge derivatives (or those derivatives that do not qualify for hedge accounting) and the ineffective portion of our hedge derivatives on our consolidated statements of operations is summarized below (in thousands):

	Three Months Ended March 31,
	Gain (Loss) Recognized in Income (Non-hedge Derivatives)		Gain (Loss) Recognized in Income (Ineffective Portion)		Derivative Fair Value Income (Loss)
	2013	2012	2013	2012	2013	2012
Swaps	$(43,076)	$ (52,985)	$ (1,995)	$ 159	$ (45,071)	$ (52,826)
Re-purchased swaps	1,185	—	—	—	1,185	—
Collars	(55,003)	(2,502)	(896)	78	(55,899)	(2,424)
Call options	(90)	(5,583)	—	—	(90)	(5,583)
Total	$(96,984)	$ (61,070)	$ (2,891)	$ 237	$ (99,875)	$ (60,833)

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Offsetting of Derivative Assets and Derivative Liabilities

The tables below provide additional information related to our master netting arrangements with our derivative counterparties (in thousands):

	March 31, 2013
	Gross Amounts of Recognized Assets	Gross Amounts Offset in the Balance Sheet	Net Amounts of Assets Presented in the Balance Sheet
Derivative assets:
Natural gas – swaps	$ —	$ (12,701)	$ (12,701)
– collars	42,866	(9,314)	33,552
Crude oil   – swaps	2,360	(591)	1,769
– collars	444	(503)	(59)
NGLs        – C5 swaps	5,084	(240)	4,844
– C3 swaps	34	—	34
	$ 50,788	$ (23,349)	$ 27,439
	Gross Amounts of Recognized (Liabilities)	Gross Amounts Offset in the Balance Sheet	Net Amounts of (Liabilities) Presented in the Balance Sheet
Derivative (liabilities):
Natural gas – swaps	$ (19,918)	$ —	$ (19,918)
– collars	(16,475)	10,269	(6,206)
Crude oil   – swaps	(690)	3,520	2,830
NGLs        – C5 swaps	(877)	4,343	3,466
– C3 swaps	(8,204)	—	(8,204)
	$ (46,164)	$ 18,132	$ (28,032)

	December 31, 2012
	Gross Amounts of Recognized Assets	Gross Amounts Offset in the Balance Sheet	Net Amounts of Assets Presented in the Balance Sheet
Derivative assets:
Natural gas – swaps	$ 10,746	$ (3,242)	$ 7,504
– collars	127,991	(5,736)	122,255
– basis swaps	993	—	993
Crude oil  – swaps	9,650	—	9,650
– collars	2,222	—	2,222
NGLs        – C5 swaps	10,674	(31)	10,643
	$ 162,276	$ (9,009)	$ 153,267
	Gross Amounts of Recognized (Liabilities)	Gross Amounts Offset in the Balance Sheet	Net Amounts of (Liabilities) Presented in the Balance Sheet
Derivative (liabilities):
Natural gas – collars	$ (3,883)	$ 420	$ (3,463)
NGLs          – C5 swaps	(106)	2,381	2,275
– C3 swaps	(6,746)	—	(6,746)
	$ (10,735)	$ 2,801	$ (7,934)

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(12) FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three approaches for measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. These standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows:

• Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

• Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

• Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy.

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Fair Values – Recurring

We use a market approach for our recurring fair value measurements and endeavor to use the best information available. Accordingly, valuation techniques that maximize the use of observable impacts are favored. The following tables present the fair value hierarchy table for assets and liabilities measured at fair value, on a recurring basis (in thousands):

	Fair Value Measurements at March 31, 2013 using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total Carrying Value as of March 31, 2013
Trading securities held in the deferred compensation plans	$ 71,440	$ —	$ —	$ 71,440
Derivatives–swaps	—	(27,880)	—	(27,880)
–collars	—	27,287	—	27,287

	Fair Value Measurements at December 31, 2012 using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total Carrying Value as of December 31, 2012
Trading securities held in the deferred compensation plans	$ 57,776	$ —	$ —	$ 57,776
Derivatives–swaps	—	23,326	—	23,326
–collars	—	121,014	—	121,014
–basis swaps	—	993	—	993

Our trading securities in Level 1 are exchange-traded and measured at fair value with a market approach using end of period market values. Derivatives in Level 2 are measured at fair value with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes.

Our trading securities held in the deferred compensation plan are accounted for using the mark-to-market accounting method and are included in other assets in the accompanying consolidated balance sheets. We elected to adopt the fair value option to simplify our accounting for the investments in our deferred compensation plan. Interest, dividends, and mark-to-market gains or losses are included in deferred compensation plan expense in the accompanying statement of operations. For first quarter 2013, interest and dividends were $40,000 and the mark-to-market adjustment was a gain of $1.6 million. For first quarter 2012, interest and dividends were $62,000 and the mark-to-market adjustment was a gain of $4.0 million.

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Fair Values—Reported

The following table presents the carrying amounts and the fair values of our financial instruments as of March 31, 2013 and December 31, 2012 (in thousands):

	March 31, 2013		December 31, 2012
	Carrying Value	Fair Value	Carrying Value	Fair Value
Assets:
Commodity swaps and collars	$ 27,439	$ 27,439	$ 153,267	$ 153,267
Marketable securities(a)	71,440	71,440	57,776	57,776
(Liabilities):
Commodity swaps and collars	(28,032)	(28,032)	(7,934)	(7,934)
Bank credit facility(b)	(47,000)	(47,000)	(739,000)	(739,000)
Deferred compensation plan	(222,700)	(222,700)	(187,604)	(187,604)
7.25% senior subordinated notes due 2018(b)	(250,000)	(260,000)	(250,000)	(262,500)
8.00% senior subordinated notes due 2019(b)	(289,505)	(328,500)	(289,185)	(332,250)
6.75% senior subordinated notes due 2020(b)	(500,000)	(550,000)	(500,000)	(542,500)
5.75% senior subordinated notes due 2021(b)	(500,000)	(536,250)	(500,000)	(535,000)
5.00% senior subordinated notes due 2022(b)	(600,000)	(613,500)	(600,000)	(627,000)
5.00% senior subordinated notes due 2023(b)	(750,000)	(766,875)	—	—

(a) Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges. Refer to Note 13 for additional  

     information.

(b) The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior subordinated notes is based on end of period market quotes which are Level 2 market values.  Refer to Note 8 for additional information.

Our current assets and liabilities contain financial instruments, the most significant of which are trade accounts receivable and payable. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments and (2) our historical incurrence of and expected future insignificance of bad debt expense.

Concentrations of Credit Risk

As of March 31, 2013, our primary concentrations of credit risk are the risks of collecting accounts receivable and the risk of counterparties’ failure to perform under derivative obligations. Most of our receivables are from a diverse group of companies, including major energy companies, pipeline companies, local distribution companies, financial institutions and end-users in various industries. Letters of credit or other appropriate security are obtained as necessary to limit our risk of loss. Our allowance for uncollectible receivables was $2.4 million at March 31, 2013 and December 31, 2012. As of March 31, 2013, our derivative contracts consist of swaps and collars. Our exposure is diversified primarily among major investment grade financial institutions, the majority of which we have master netting agreements which provide for offsetting payables against receivables from separate derivative contracts. To manage counterparty risk associated with our derivatives, we select and monitor our counterparties based on our assessment of their financial strength and/or credit ratings. We may also limit the level of exposure with any single counterparty. At March 31, 2013, our derivative counterparties include fifteen financial institutions, of which all but two are secured lenders in our bank credit facility. At March 31, 2013, our net derivative assets include a receivable from the two counterparties not included in our bank credit facility of $3.4 million. For those counterparties that are not secured lenders in our bank credit facility or for which we do not have master netting arrangements, net derivative asset values are determined, in part, by reviewing credit default swap spreads for the counterparties. Net derivative liabilities are determined, in part, by using our market-based credit spread. None of our derivative contracts have margin requirements or collateral provisions that would require funding prior to the scheduled cash settlement date. We have also entered into the International Swaps and Derivatives Association Master Agreements (“ISDA Agreements”) with our counterparties. The terms of the ISDA Agreements provide us and our counterparties with rights of set off upon the occurrence of defined acts of default by either us or a counterparty to a derivative, whereby the party not in default may set off all derivative liabilities owed to the defaulting party against all derivative asset receivables from the defaulting party.

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(13) STOCK-BASED COMPENSATION PLANS

Stock-Based Awards

Stock options represent the right to purchase shares of stock in the future at the fair value of the stock on the date of grant. Most stock options granted under our stock option plans vest over a three-year period and expire five years from the date they are granted. Beginning in 2005, we began granting SARs to reduce the dilutive impact of our equity plans. Similar to stock options, SARs represent the right to receive a payment equal to the excess of the fair market value of shares of common stock on the date the right is exercised over the value of the stock on the date of grant. All SARs granted under the 2005 Plan will be settled in shares of stock, vest over a three-year period and have a maximum term of five years from the date they are granted. Beginning in first quarter 2011, the Compensation Committee also began granting restricted stock units under our equity-based stock compensation plans. These restricted stock units, which we refer to as restricted stock Equity Awards, vest over a three-year period. All awards granted have been issued at prevailing market prices at the time of grant and the vesting of these shares is based upon an employee’s continued employment with us.

The Compensation Committee also grants restricted stock to certain employees and non-employee directors of the Board of Directors as part of their compensation. Upon grant of these restricted shares, which we refer to as restricted Liability Awards, the shares are placed in our deferred compensation plan and, upon vesting, employees are allowed to take withdrawals either in cash or in stock. Compensation expense is recognized over the balance of the vesting period, which is typically three years for employee grants and immediate vesting for non-employee directors. All restricted stock awards are issued at prevailing market prices at the time of the grant and vesting is based upon an employee’s continued employment with us. Prior to vesting, all restricted stock awards have the right to vote such shares and receive dividends thereon. These Liability Awards are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market adjustment is reported in deferred compensation plan expense in the accompanying consolidated statements of operations.

Total Stock-Based Compensation Expense

Stock-based compensation represents amortization of restricted stock grants and SARs expense. In first quarter 2013, stock-based compensation was allocated to operating expense ($661,000), brokered natural gas and marketing expense ($249,000), exploration expense ($1.1 million) and general and administrative expense ($10.3 million) for a total expense of $12.3 million. In first quarter 2012, stock-based compensation was allocated to operating expense ($357,000), brokered natural gas and marketing expense ($453,000), exploration expense ($928,000) and general and administrative expense ($8.2 million) for a total expense of $9.9 million. Unlike the other forms of stock-based compensation mentioned above, the mark-to-market adjustment of the liability related to the vested restricted stock held in our deferred compensation plans is directly tied to the change in our stock price and not directly related to the functional expenses and therefore, is not allocated to the functional categories.

Stock and Option Plans

We have two active equity-based stock plans, the 2005 Plan and the Director Plan. Under these plans, incentive and non-qualified stock options, SARs, restricted stock units and various other awards may be issued to directors and employees pursuant to decisions of the Compensation Committee, which is made up of non-employee, independent directors from the Board of Directors. All awards granted under these plans have been issued at prevailing market prices at the time of the grant. Of the 2.6 million grants outstanding at March 31, 2013, all are grants relating to SARs. Information with respect to stock option and SARs activities is summarized below.

	Shares	Weighted Average Exercise Price
Outstanding at December 31, 2012	3,433,362	$ 52.52
Granted	116,413	69.23
Exercised	(919,085)	52.52
Expired/forfeited	(36,881)	52.64
Outstanding at March 31, 2013	2,593,809	$ 53.24

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Stock Appreciation Right Awards

During first three months 2013, we granted SARs to officers and non-officer employees. The weighted average grant date fair value of these SARs, based on our Black-Scholes-Merton assumptions, is shown below:

	Three Months Ended March 31, 2013
Weighted average exercise price per share	$ 69.23
Expected annual dividends per share	0.23%
Expected life in years	3.7
Expected volatility	34%
Risk-free interest rate	0.6%
Weighted average grant date fair value	$ 18.41

Restricted Stock Awards

Equity Awards

In first three months 2013, we granted 386,000 restricted stock Equity Awards to employees at an average grant price of $71.02 compared to 356,000 restricted stock Equity Awards granted to employees at an average grant price of $63.37 in the same period of 2012. These awards generally vest over a three-year period. We recorded compensation expense for these Equity Awards of $4.3 million in the first three months 2013 compared to $2.1 million in the same period of 2012. Equity Awards are not issued to employees until they are vested. Employees do not have the option to receive cash.

Liability Awards

In first three months 2013, we granted 125,000 shares of restricted stock Liability Awards as compensation to employees at an average price of $71.40 with vesting generally over a three-year period. In the same period of 2012, we granted 140,000 shares of Liability Awards as compensation to employees at an average price of $63.15 with vesting generally over a three-year period. We recorded compensation expense for Liability Awards of $4.5 million in first three months 2013 compared to $4.2 million in the same period of 2012. Substantially all of these awards are held in our deferred compensation plan, are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market adjustment is reported in the deferred compensation expense in our consolidated statements of operations (see additional discussion below).

A summary of the status of our non-vested restricted stock outstanding at March 31, 2013 is summarized below:

	Equity Awards		Liability Awards
	Shares	Weighted Average Grant Date Fair Value	Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2012	349,156	$ 59.08	423,478	$ 58.91
Granted	385,688	71.02	125,236	71.40
Vested	(50,404)	57.06	(86,161)	57.11
Forfeited	(3,523)	57.99	(14,442)	56.78
Outstanding at March 31, 2013	680,917	$ 66.00	448,111	$ 62.82

Deferred Compensation Plan

Our deferred compensation plan gives directors, officers and key employees the ability to defer all or a portion of their salaries and bonuses and invest in Range common stock or make other investments at the individual’s discretion. Range provides a partial matching contribution which vests over three years. The assets of the plans are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our creditors in the event of bankruptcy or insolvency. Our stock held in the Rabbi Trust is treated as a liability award as employees are allowed to take withdrawals from the Rabbi Trust either in cash or in Range stock. The liability for the vested portion of the stock held in the

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Rabbi Trust is reflected in the deferred compensation liability in the accompanying consolidated balance sheets and is adjusted to fair value each reporting period by a charge or credit to deferred compensation plan expense on our consolidated statements of operations. The assets of the Rabbi Trust, other than our common stock, are invested in marketable securities and reported at their market value in other assets in the accompanying consolidated balance sheets. The deferred compensation liability reflects the vested market value of the marketable securities and Range stock held in the Rabbi Trust. Changes in the market value of the marketable securities and changes in the fair value of the deferred compensation plan liability are charged or credited to deferred compensation plan expense each quarter. We recorded mark-to-market loss of $42.4 million in first quarter 2013 compared to mark-to-market gain of $7.8 million in first quarter 2012. The Rabbi Trust held 2.6 million shares (2.2 million of vested shares) of Range stock at March 31, 2013 compared to 2.7 million shares (2.3 million of vested shares) at December 31, 2012.

(14) SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended March 31,
	2013	2012
	(in thousands)
Net cash provided from operating activities included:
Income taxes (refunded) paid to taxing authorities	$(162)	$ 196
Interest paid	37,541	29,636
Non-cash investing and financing activities included:
Asset retirement costs capitalized, net	1,690	1,194

(15) COMMITMENTS AND CONTINGENCIES

Litigation

James A. Drummond and Chris Parrish v. Range Resources-Midcontinent, LLC et al.; pending in the District Court of Grady County, State of Oklahoma; Case No. CJ-2010-510

Two individuals (one of whom is now deceased), only one of which was a current royalty owner, filed suit against Range Resources Corporation and two of our subsidiaries, including the proper defendant Range Resources-Midcontinent, LLC, in the District Court of Grady County, Oklahoma. This suit is similar to a number of cases filed in Oklahoma asserting claims that royalty owners are entitled to payment of royalties on several different categories of alleged “deductions” applied by third parties who transport and process natural gas production. The alleged deductions include fuel used by the third party in the transportation and processing of gas, condensate removed by the third party after the point of sale, the contractually agreed natural gas liquids recovery percentages, the percentage of proceeds contracts’ contractually agreed pricing percentages and other similar alleged “deductions.” In addition to the claims made with respect to the alleged categories of deductions, the Plaintiffs in this litigation have alleged fraud and the existence of a fiduciary duty to the royalty owners to attempt to support an argument that no statute of limitations applies, and the Plaintiffs also claim that interest accrues on the alleged damages at 12% compounded annually. Thus while we cannot reasonably estimate our potential exposure at this time, the damages claimed by the Plaintiffs have been estimated by the Plaintiffs’ counsel to be in excess of $140 million. We believe Oklahoma is a “first marketable product” rule state and the current case law in Oklahoma (principally Mittelstaedt v. Santa Fe) allows operators to deduct value enhancing costs for treating, compression and other post-production expenses incurred to increase the value of a marketable product; however, whether and when gas is a marketable product and the extent to which the deductions are permitted may be fact questions under Oklahoma law. Further, we do not typically transport and process the gas production from wells we operate in Oklahoma but instead sell the gas production to unaffiliated third parties which, in many cases, do transport and process the gas. Range maintains that the alleged “deductions” made the subject of the Plaintiffs’ claims are not deductions at all but the negotiated terms of the contracts with the third parties who buy, transport and process the gas under terms that allow Range and its royalty owners to share in the enhanced downstream value that establishes the purchase price for the production sold by us, and on which we have paid royalty. Range further believes that its production is marketable under Oklahoma law when sold to such unaffiliated third parties. The terms with respect to payment of royalties vary based on the terms of the various oil and gas leases owned by Range for its Oklahoma wells and wells it has owned and operated in Oklahoma in the past, and our subsidiary believes that it has substantially complied with its royalty payment obligations under its leases and we therefore intend to vigorously

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defend this litigation. As previously disclosed, on February 19, 2013, the District Court entered an order certifying a class of royalty owners as requested by the Plaintiffs. We have appealed the class certification order. In addition, we have received a revised claim of damages by the Plaintiffs which has increased the amount claimed by the Plaintiffs to $160.0 million. We have evaluated the possible financial impact of this litigation, and while we believe we have strong defenses to the claims made in this lawsuit, given our evaluation of the law in Oklahoma, the outcomes in other similar litigation and our assessment of the current status of the litigation, the three months ended March 31, 2013 includes an accrual of $35.0 million which, at this time, we believe is appropriate given the information at this time. We may accrue additional amounts in the future or otherwise adjust this accrual depending upon future developments in the course of this litigation.

We are the subject of, or party to, a number of other pending or threatened legal actions and claims arising in the ordinary course of our business. While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations. We will continue to evaluate our litigation quarterly and will establish and adjust any litigation reserves as appropriate to reflect our assessment of the then current status of litigation.

Transportation and Gathering Contracts and Hydraulic Fracturing Services

In first quarter 2013, we recognized rate adjustments on certain existing transportation and gathering contracts which increased our transportation and gathering commitments approximately $63.0 million over the next 10 years. We also extended our commitments for hydraulic fracturing services by $24.0 million in 2014.

(16) Capitalized Costs and Accumulated Depreciation, Depletion and Amortization ^(a)

	March 31, 2013	December 31, 2012
	(in thousands)
Natural gas and oil properties:
Properties subject to depletion	$ 7,396,037	$ 7,368,308
Unproved properties	732,163	743,467
Total	8,128,200	8,111,775
Accumulated depreciation, depletion and amortization	(1,944,252)	(2,015,591)
Net capitalized costs	$ 6,183,948	$ 6,096,184

^(a) Includes capitalized asset retirement costs and the associated accumulated amortization.

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(17) Costs Incurred for Property Acquisition, Exploration and Development ^(a)

	Three Months Ended March 31, 2013	Year Ended December 31, 2012
	(in thousands)
Acreage purchases	$ 9,394	$ 188,843
Development	309,240	1,049,129
Exploration:
Drilling	70,853	309,816
Expense	15,710	65,758
Stock-based compensation expense	1,070	4,049
Gas gathering facilities:
Development	6,789	41,035
Subtotal	413,056	1,658,630
Asset retirement obligations	1,690	57,982
Total costs incurred	$ 414,746	$ 1,716,612

^(a) Includes cost incurred whether capitalized or expensed.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist you in understanding our business and results of operations together with our present financial condition. Certain sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements concerning trends or events potentially affecting our business. These statements contain words such as “anticipates,” “believes,” “expects,” “targets,” “plans,” “projects,” “could,” “may,” “should,” “would” or similar words indicating that future outcomes are uncertain. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in the forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. For additional risk factors affecting our business, see Item 1A. Risk Factors as filed with our Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the SEC on February 27, 2013.

Overview of Our Business

We are a Fort Worth, Texas-based independent natural gas, natural gas liquids (“NGLs”) and oil company primarily engaged in the exploration, development and acquisition of natural gas and oil properties in the Appalachian and Southwestern regions of the United States. We operate in one segment and have a single company-wide management team that administers all properties as a whole rather than by discrete operating segments.  

Our objective is to build stockholder value through consistent growth in reserves and production on a cost-efficient basis. Our strategy to achieve our objective is to increase reserves and production through internally generated drilling projects occasionally coupled with complementary acquisitions. Our revenues, profitability and future growth depend substantially on prevailing prices for natural gas, NGLs and crude oil and on our ability to economically find, develop, acquire and produce natural gas, NGLs and oil reserves. We include condensate in our crude oil captions below. We use the successful efforts method of accounting for our natural gas, NGLs and oil activities. Our corporate headquarters is located at 100 Throckmorton Street, Fort Worth, Texas.

Recent Developments

On February 26, 2013, we signed a definitive agreement to sell certain of our oil and gas properties in New Mexico and West Texas for a purchase price of $275.0 million, subject to normal post-closing adjustments. We closed this disposition on April 1, 2013 and we expect to recognize a gain of approximately $84.0 million in the second quarter.

Market Conditions

Prices for our products significantly impact our revenue, net income and cash flow. Natural gas, NGLs and oil are commodities and prices for commodities are inherently volatile. The following table lists average New York Mercantile Exchange (“NYMEX”) prices for natural gas and oil for three months ended March 31, 2013 and 2012.

	Three Months Ended March 31,
	2013	2012
Average NYMEX prices (a)
Natural gas (per mcf)	$ 3.35	$ 2.77
Oil (per bbl)	$ 94.25	$ 103.13

^(a) Based on weighted average of bid week prompt month prices.

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Consolidated Results of Operations

Overview of First Quarter 2013 Results

During first quarter 2013, we achieved the following financial and operating results:

• increased revenue from the sale of natural gas, NGLs and oil by 25% from the same period of 2012;

• achieved 32% production growth from the same period of 2012;

• continued expansion of our activities in the Marcellus Shale by growing production, proving up acreage and acquiring additional unproved acreage;

• continued expansion of our activities in the horizontal Mississippian oil play by growing production and acquiring additional unproved acreage;

• reduced direct operating expenses per mcfe 22% from the same period of 2012;

• reduced our depletion, depreciation and amortization (“DD&A”) rate 13%;

•   issued $750.0 million of new 5% senior subordinated notes due 2023;

• entered into additional derivative contracts for 2013, 2014 and 2015; and

• realized $201.2 million of cash flow from operating activities.

Total revenues increased $68.3 million or 27% in first quarter 2013 over the same period of 2012. This increase was due to significantly higher production volumes partially offset by an increase in the mark-to-market loss from derivatives and lower realized prices. Our first quarter 2013 production growth was due to the continued success of our drilling program, particularly in the Marcellus Shale. First quarter 2013 natural gas production increased 33% from the comparable period of 2012 and, as we continue to focus our efforts on the growth of our liquids production, first quarter production for oil and NGLs increased over 29% from the same period of the prior year.

We believe natural gas, NGLs and oil prices will remain volatile and will be affected by, among other things, weather, the U.S. and worldwide economy, new technology and the level of oil and gas production in North America and worldwide. Although we have entered into derivative contracts covering a portion of our production volumes for the remainder of 2013, 2014 and 2015, a sustained lower price environment would result in lower prices for unprotected volumes and reduce the prices that we can enter into derivative contracts for additional volumes in the future. As a result of relatively higher current prices for oil and NGLs than for natural gas, we continue to focus our capital budget expenditures on higher return oil and liquids-rich gas drilling activities.

Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations

Our revenues vary primarily as a result of changes in realized commodity prices, production volumes and the value of certain of our derivative contracts. We generally sell natural gas, NGLs and oil under two types of agreements, which are common in our industry. Revenue from the sale of natural gas, NGLs and oil sales include netback arrangements where we sell natural gas and oil at the wellhead and collect a price, net of transportation incurred by the purchaser. In this instance, we record revenue at the price we receive from the purchaser. Revenues are also realized from sales arrangements where we sell natural gas or oil at a specific delivery point and receive proceeds from the purchaser with no transportation deduction. Third party transportation costs we incur to get our commodity to the delivery point are reported in transportation, gathering and compression expense. Hedges included in natural gas, NGLs and oil sales reflect settlements on those derivatives that qualify for hedge accounting. Cash settlements and changes in the market value of derivative contracts that are not accounted for as hedges are included in derivative fair value income or loss in the statement of operations. For more information on revenues from derivative contracts that are not accounted for as hedges, see Derivative fair value loss discussion below. Effective March 1, 2013, we elected to de-designate all commodity contracts that were previously designated as cash flow hedges and elected to discontinue hedge accounting prospectively. Refer to Note 11  to the consolidated financial statements for more information.

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In first quarter 2013, natural gas, NGLs and oil sales increased 25% from the same period of 2012 with a 32% increase in production partially offset by a 5% decrease in realized prices. The following table illustrates the primary components of natural gas, NGLs and oil sales for the three months ended March 31, 2013 and 2012 (in thousands):

	Three Months Ended March 31,
	2013	2012	Change	%
Natural gas, NGLs and oil sales
Gas wellhead	$ 217,088	$ 128,068	$ 89,020	70%
Gas hedges realized (a)	35,478	57,629	(22,151)	(38%)
Total gas revenue	$ 252,566	$ 185,697	$ 66,869	36%
Total NGLs revenue	$ 67,571	$ 76,498	$ (8,927)	(12%)
Oil wellhead	$ 77,080	$ 55,422	$ 21,658	39%
Oil hedges realized (a)	1,022	—	1,022	—  %
Total oil revenue	$ 78,102	$ 55,422	$ 22,680	41%
Combined wellhead	$ 361,739	$ 259,988	$ 101,751	39%
Combined hedges (a)	36,500	57,629	(21,129)	(37%)
Total natural gas, NGLs and oil sales	$ 398,239	$ 317,617	$ 80,622	25%

(a) Cash settlements related to derivatives that qualify or were designated for hedge accounting.

Our production continues to grow through drilling success as we place new wells on production offset by the natural decline of our natural gas and oil wells and asset sales. For first quarter 2013, our production volumes increased 42% in our Appalachian region and decreased 6% in our Southwestern region when compared to the same period of 2012. Our production for the three months ended March 31, 2013 and 2012 is set forth in the following table:

	Three Months Ended March 31,
	2013	2012	Change	%
Production (a)
Natural gas (mcf)	62,023,956	46,633,207	15,390,749	33%
NGLs (bbls)	1,889,424	1,560,826	328,598	21%
Crude oil (bbls)	912,662	608,077	304,585	50%
Total (mcfe) (b)	78,836,472	59,646,625	19,189,847	32%
Average daily production (a)
Natural gas (mcf)	689,155	512,453	176,702	34%
NGLs (bbls)	20,994	17,152	3,842	22%
Crude oil (bbls)	10,141	6,682	3,459	52%
Total (mcfe) (b)	875,961	655,457	220,504	34%

(a) Represents volumes sold regardless of when produced.

(b) Oil and NGLs are converted to mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to natural gas,

    which is not necessarily indicative of the relationship of oil and natural gas prices.

Our average realized price (including all derivative settlements and third-party transportation costs) received during first quarter 2013 was $4.26 per mcfe compared to $4.51 per mcfe in the same period of 2012. Because we record transportation costs on two separate bases, as required by GAAP, we believe computed final realized prices should include the total impact of transportation, gathering and compression expense. Our average realized price (including all derivative settlements and third-party transportation costs) calculation also includes all cash settlements for derivatives, whether or not they qualify for hedge accounting. Average sales prices (wellhead) do not include derivative settlements or third party

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transportation costs which are reported in transportation, gathering and compression expense on the accompanying statements of operations. Average sales prices (wellhead) do include transportation costs where we receive net revenue proceeds. Average realized price calculations for the three months ended March 31, 2013 and 2012 are shown below:

	Three Months Ended March 31,
	2013	2012
Average Prices
Average sales prices (wellhead):
Natural gas (per mcf)	$ 3.50	$ 2.75
NGLs (per bbl)	35.76	49.01
Crude oil (per bbl)	84.46	91.14
Total (per mcfe) (a)	4.59	4.36
Average realized prices (including derivative settlements that qualify for hedge accounting):
Natural gas (per mcf)	$ 4.07	$ 3.98
NGLs (per bbl)	35.76	49.01
Crude oil (per bbl)	85.58	91.14
Total (per mcfe) (a)	5.05	5.32
Average realized prices (including all derivative settlements):
Natural gas (per mcf)	$ 4.09	$ 4.01
NGLs (per bbl)	35.29	46.20
Crude oil (per bbl)	85.46	83.54
Total (per mcfe) (a)	5.06	5.19
Average realized prices (including all derivative settlements and third party transportation costs paid by Range):
Natural gas (per mcf)	$ 3.14	$ 3.18
NGLs (per bbl)	33.61	44.71
Crude oil (per bbl)	85.46	83.54
Total (per mcfe) (a)	4.26	4.51

(a) Oil and NGLs are converted to mcfe at the rate of one barrel equals six mcf based upon the approximate relative energy content of oil to natural gas,

    which is not indicative of the relationship of oil and natural gas prices.

Derivative fair value loss was $99.9 million in first quarter 2013 compared to a loss of $60.8 million in the same period of 2012. Our derivatives that do not qualify or are not designated for hedge accounting are accounted for using the mark-to-market accounting method whereby all realized and unrealized gains and losses related to these contracts are included in derivative fair value loss in the accompanying consolidated statements of operations. Mark-to-market accounting treatment results in volatility of our revenues as unrealized gains and losses from derivatives are included in total revenue. As commodity prices increase or decrease, such changes will have an opposite effect on the mark-to-market value of our derivatives. Gains on our derivatives generally indicate lower wellhead revenues in the future while losses indicate higher future wellhead revenues. The increase in the mark-to-market loss in the first quarter March 31, 2013 is primarily due to the impact of discontinuing hedge accounting as of March 1, 2013. Hedge ineffectiveness, also included in derivative fair value loss, is associated with contracts that qualify for hedge accounting. The ineffective portion is calculated as the difference between the changes in the fair value of the derivative and the estimated change in future cash flows from the item being hedged. Effective March 1, 2013, we elected to discontinue hedge accounting prospectively. After March 1, 2013, all realized and unrealized gains and losses will be recognized in earnings immediately as derivative contracts are settled or marked-to-market.

The following table presents information about the components of derivative fair value loss for the three months ended March 31, 2013 and 2012 (in thousands):

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	Three Months Ended March 31,
	2013	2012
Change in fair value of derivatives that do not qualify for hedge accounting (a)	$ (96,802)	$ (52,056)
Realized gain on settlements – natural gas (b) (c)	815	—
Realized loss on settlements – oil (b) (c)	(102)	(4,622)
Realized loss on settlements – NGLs (b) (c)	(895)	(4,392)
Hedge ineffectiveness – realized (c)	564	1,185
– unrealized (a)	(3,455)	(948)
Derivative fair value loss	$ (99,875)	$ (60,833)

(a) These amounts are unrealized and are not included in average realized price calculations.

(b) These amounts represent realized gains and losses on settled derivatives that do not qualify or are not designated for hedge accounting.

(c) These settlements are included in average realized price calculations (including all derivative settlements and third party transportation costs paid by

         Range).

Loss on the sale of assets was $166,000 in first quarter 2013 compared to a loss of $10.4 million in the same period of 2012. In the first three months 2012, we sold a seventy-five percent interest in an East Texas prospect which included a suspended exploratory well and unproved properties for proceeds of $8.6 million resulting in a pre-tax loss of $10.9 million.

Brokered natural gas, marketing and other revenue in first quarter 2013 was $21.0 million compared to $4.6 million in the same period of 2012. The first quarter 2013 includes loss from equity method investments of $80,000 and revenue from marketing and the sale of brokered gas of $21.1 million. The first quarter 2012 includes income from equity method investments of $316,000, revenue from marketing and the sale of brokered gas of $3.3 million and an insurance reimbursement.

We believe some of our expense fluctuations are best analyzed on a unit-of-production, or per mcfe, basis. The following presents information about certain of our expenses on a per mcfe basis for the three months ended March 31, 2013 and 2012.

	Three Months Ended March 31,
	(per mcfe)
	2013	2012	Change	% Change
Direct operating expense	$ 0.38	$ 0.49	$ (0.11)	(22%)
Production and ad valorem tax expense	0.14	0.61	(0.47)	(77%)
General and administrative expense	1.07	0.65	0.42	65%
Interest expense	0.54	0.62	(0.08)	(13%)
Depletion, depreciation and amortization expense	1.46	1.68	(0.22)	(13%)

Direct operating expense was $30.2 million in first quarter 2013 compared to $29.0 million in the same period of 2012. We experience increases in operating expenses as we add new wells and manage existing properties. Direct operating expenses include normally recurring expenses to operate and produce our wells, non-recurring well workovers and repair-related expenses. Even though our production volumes increased 32%, on an absolute basis, our spending for direct operating expenses for first quarter 2013 only increased 4% with an increase in the number of producing wells and higher utilities and stock-based compensation. We incurred $1.4 million of workover costs in first quarter 2013 compared to $1.5 million of workover costs in the same period of 2012.

On a per mcfe basis, direct operating expense in first quarter 2013 declined 22% from the same period of 2012, with the decrease consisting of lower water hauling and disposal costs, workover costs, equipment rental and well services. We expect to experience lower costs per mcfe as we increase production from our dry gas Marcellus Shale wells due to their lower operating cost relative to our other operating areas somewhat offset by higher operating costs on our Marcellus Shale liquids-rich wells. Operating costs in the Mississippian play are higher on a per mcfe basis than the Marcellus Shale play. As production increases from the Mississippian play, our direct operating expenses per mcfe is expected to begin to increase.

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	Three Months Ended March 31,
	(per mcfe)
	2013	2012	Change	% Change
Lease operating expense	$ 0.35	$ 0.45	$ (0.10)	(22%)
Workovers	0.02	0.03	(0.01)	(23%)
Stock-based compensation (non-cash)	0.01	0.01	—	—  %
Total direct operating expense	$ 0.38	$ 0.49	$ (0.11)	(22%)

Production and ad valorem taxes are paid based on market prices, not hedged prices. This expense category also includes the Pennsylvania impact fee that was passed in 2012. Production and ad valorem taxes (excluding the impact fee) were $4.2 million in third quarter 2013 compared to $6.4 million in the same period of 2012. On a per mcfe basis, production and ad valorem taxes (excluding the impact fee) decreased to $0.05 in first quarter 2013 compared to $0.11 in the same period of 2012 due to an increase in volumes not subject to production taxes. In February 2012, the Commonwealth of Pennsylvania enacted an “impact fee” on unconventional natural gas and oil production which includes the Marcellus Shale. Included in first quarter 2013 is a $7.1 million impact fee ($0.09 per mcfe) compared to $6.2 million ($0.10 per mcfe) in the same period of the prior year.  First quarter 2012 also includes a $24.0 million retroactive fee ($0.40 per mcfe) which covered all wells drilled prior to 2012.

General and administrative expense was $84.1 million in first quarter 2013 compared to $38.7 million for the same period of 2012. The 2013 increase of $45.3 million when compared to 2012 is primarily due to a legal contingency related to an Oklahoma lawsuit of $35.0 million, higher salary and benefit expenses of $4.1 million, an increase in stock-based compensation of $2.1 million and higher legal and office expenses, including information technology. We continue to incur higher wages which we consider necessary to remain competitive in the industry. Our number of general and administrative (“G&A”) employees increased 6% at March 31, 2013 when compared to March 31, 2012. Stock-based compensation expense represents the amortization of restricted stock grants and stock appreciation rights granted to our G&A employees and directors as part of compensation. On a per mcfe basis, G&A expense increased 65% from first quarter 2012. The following table summarizes general and administrative expenses per mcfe for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	(per mcfe)
	2013	2012	Change	% Change
General and administrative	$ 0.50	$ 0.51	$ (0.01)	(2%)
Oklahoma legal contingency	0.44	—	0.44	—  %
Stock-based compensation (non-cash)	0.13	0.14	(0.01)	(7%)
Total general and administrative expenses	$ 1.07	$ 0.65	$ 0.42	65%

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Interest expense was $42.2 million for first quarter 2013 compared to $37.2 million for first quarter 2012. The following table presents information about interest expense for the three months ended March 31, 2013 and 2012 (in thousands):

	Three Months Ended March 31,
	2013	2012
Bank credit facility	$ 4,904	$ 2,638
Subordinated notes	35,011	32,678
Amortization of deferred financing costs and other	2,295	1,889
Total interest expense	$ 42,210	$ 37,205

The increase in interest expense for first quarter 2013 from the same period of 2012 was primarily due to an increase in outstanding debt balances and higher interest rates. In March 2013, we issued $750.0 million of 5.00% senior subordinated notes due 2023.  We used the proceeds to repay our outstanding bank credit facility. In March 2012, we issued $600.0 million of 5.00% senior subordinated notes due 2022. We used the proceeds to repay $350.0 million of our outstanding credit facility balance and for general corporate purposes. The 2013 and 2012 note issuances were undertaken to better match the maturities of our debt with the life of our properties and to give us greater liquidity for the near term. Average debt outstanding on the bank credit facility for first quarter 2013 was $685.6 million compared to $253.2 million in the same period of 2012 and the weighted average interest rate on the bank credit facility was 2.1% in both first quarter 2013 and 2012.

Depletion, depreciation and amortization (“DD&A”) was $115.1 million in first quarter 2013 compared to $100.2 million in the same period of 2012. The increase in first quarter 2013 when compared to the same period of 2012 is due to a 13% decrease in depletion rates more than offset by a 32% increase in production. Depletion expense, the largest component of DD&A, was $1.38 per mcfe in first quarter 2013 compared to $1.59 per mcfe in the same period of 2012. We have historically adjusted our depletion rates in the fourth quarter of each year based on the year-end reserve report and other times during the year when circumstances indicate there has been a significant change in reserves or costs. The following table summarizes DD&A expense per mcfe for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	(per mcfe)
	2013	2012	Change	% Change
Depletion and amortization	$ 1.38	$ 1.59	$ (0.21)	(13%)
Depreciation	0.05	0.06	(0.01)	(17%)
Accretion and other	0.03	0.03	—	—  %
Total DD&A expense	$ 1.46	$ 1.68	$ (0.22)	(13%)

Other Operating Expenses

Our total operating expenses also include other expenses that generally do not trend with production. These expenses include stock-based compensation, transportation, gathering and compression expense, brokered natural gas and marketing expense, exploration expense, abandonment and impairment of unproved properties and deferred compensation plan expenses. In first quarter 2013, stock-based compensation was a component of direct operating expense ($661,000), brokered natural gas and marketing expense ($249,000), exploration expense ($1.1 million) and general and administrative expense ($10.3 million) for a total of $12.3 million. In first quarter 2012, stock-based compensation was a component of direct operating expense ($357,000), brokered natural gas and marketing expense ($453,000), exploration expense ($928,000) and general and administrative expense ($8.2 million) for a total of $9.9 million. Stock-based compensation includes the amortization of restricted stock grants and SARs grants.

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Transportation, gathering and compression expense was $62.4 million in first quarter 2013 compared to $40.8 million in the same period of 2012. These third party costs are higher than 2012 due to our production growth in the Marcellus Shale where we have third party gathering and compression agreements. We have included these costs in the calculation of average realized prices (including all derivative settlements and third party transportation expenses paid by Range).

Brokered natural gas and marketing was $22.3 million in first quarter 2013 compared to $4.1 million in the same period of 2012. These costs are higher than 2012 primarily due to an increase in brokered volumes.

Exploration expense was $16.8 million in first quarter 2013 compared to $21.5 million in the same period of 2012. Exploration expense was lower in first quarter 2013 when compared to 2012 due to lower seismic costs, lower delay rentals and lower dry hole costs. The following table details our exploration related expenses for the three months ended March 31, 2013 and 2012 (in thousands):

	Three Months Ended March 31,
	2013	2012	Change	% Change
Seismic	$ 7,168	$ 10,672	$ (3,504)	(33%)
Delay rentals and other	5,050	5,703	(653)	(11%)
Personnel expense	3,651	3,504	147	4%
Stock-based compensation expense	1,070	928	142	15%
Dry hole expense	(159)	709	(868)	(122%)
Total exploration expense	$ 16,780	$ 21,516	$ (4,736)	(22%)

Abandonment and impairment of unproved properties was $15.2 million in first quarter 2013 compared to $20.3 million in the same period of 2012. We assess individually significant unproved properties for impairment on a quarterly basis and recognize a loss where circumstances indicate impairment in value. In determining whether a significant unproved property is impaired we consider numerous factors including, but not limited to, current exploration plans, favorable or unfavorable activity on the property being evaluated and/or adjacent properties, our geologists’ evaluation of the property and the remaining months in the lease term for the property. Impairment of individually insignificant unproved properties is assessed and amortized on an aggregate basis based on our average holding period, expected forfeiture rate and anticipated drilling success. As we continue to review our acreage positions and high grade our drilling inventory based on the current price environment, additional leasehold impairments and abandonments will likely be recorded.

Deferred compensation plan expense was $42.4 million in first quarter 2013 compared to income of $7.8 million in the same period of 2012. This non-cash item relates to the increase or decrease in value of the liability associated with our common stock that is vested and held in our deferred compensation plan. The deferred compensation liability is adjusted to fair value by a charge or a credit to deferred compensation plan expense. Our stock price increased from $62.83 at December 31, 2012 to $81.04 at March 31, 2013. In the same quarter of the prior year, our stock price decreased from $61.94 at December 31, 2011 to $58.14 at March 31, 2012.

Income tax benefit was $47.2 million in first quarter 2013 compared to $27.8 million in first quarter 2012. The decrease in income taxes in first quarter 2013 reflects a 76% decrease in income from operations when compared to the same period of 2012. For the first quarter, the effective tax rate was 38.4% in 2013 compared to 40.0% in 2012. The 2013 and 2012 effective tax rates were different than the statutory tax rate due to state income taxes, permanent differences and changes in our valuation allowances related to our deferred tax asset for future deferred compensation plan distributions to senior executives to the extent their estimated future compensation (including these distributions) would exceed the $1.0 million deductible limit provided under section 162 (m) of the Internal Revenue Code. We expect our effective tax rate to be approximately 40% for the remainder of 2013.

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Management’s Discussion and Analysis of Financial Condition, Capital Resources and Liquidity

Cash Flow

Cash flows from operations are primarily affected by production volumes and commodity prices, net of the effects of settlements of our derivatives. Our cash flows from operations are also impacted by changes in working capital. We generally maintain low cash and cash equivalent balances because we use available funds to reduce our bank debt. Short-term liquidity needs are satisfied by borrowings under our bank credit facility. Because of this, and since our principal source of operating cash flows (proved reserves to be produced in the following year) cannot be reported as working capital, we often have low or negative working capital. We sell a large portion of our production at the wellhead under floating market contracts. From time to time, we enter into various derivative contracts to provide an economic hedge of our exposure to commodity price risk associated with anticipated future natural gas, NGLs and oil production. The production we hedge has varied and will continue to vary from year to year depending on, among other things, our expectation of future commodity prices. Any payments due to counterparties under our derivative contracts should ultimately be funded by prices received from the sale of our production. Production receipts, however, often lag payments to the counterparties. Any interim cash needs are funded by borrowings under the bank credit facility. As of March 31, 2013, we have entered into hedging agreements covering 184.3 Bcfe for 2013, 173.9 Bcfe for 2014 and 39.1 Bcfe for 2015.

Net cash provided from operations in first quarter 2013 was $201.2 million compared to $156.0 million in the same period of 2012. Cash provided from continuing operations is largely dependent upon commodity prices and production, net of the effects of settlement of our derivative contracts. The increase in cash provided from operating activities from 2012 to 2013 reflects a 32% increase in production partially offset by lower realized prices (a decline of 6%) and higher operating costs. As of March 31, 2013, we have hedged approximately 73% of our projected production for the remainder of 2013, with approximately 75% of our projected natural gas production hedged. Net cash provided from continuing operations is also affected by working capital changes or the timing of cash receipts and disbursements. Changes in working capital (as reflected in our consolidated statements of cash flows) for first three months 2013 was a positive $35.8 million compared to positive $36.4 million for the same period of 2012.

Net cash used in investing activities from operations in first quarter 2013 was $241.0 million compared to $443.9 million in the same period of 2012.

During first quarter 2013, we:

• spent $259.6 million on natural gas and oil property additions;

• spent $8.8 million on acreage primarily in the Marcellus Shale; and

• received proceeds from asset sales of $38.2 million.

During first quarter 2012, we:

• spent $376.9 million on natural gas and oil property additions;

• spent $74.3 million on acreage primarily in the Marcellus Shale; and

• received proceeds from asset sales of $9.9 million.

Net cash provided from financing activities in first quarter 2013 was $39.7 million compared to $410.7 million in the same period of 2012. Historically, sources of financing have been primarily bank borrowings and capital raised through equity and debt offerings.

During first quarter 2013, we:

• borrowed $368.0 million and repaid $1.1 billion under our bank credit facility; ending the quarter with a $47.0 million outstanding balance on our bank debt;

• issued $750.0 million aggregate principal amount of 5.00% senior subordinated notes due 2023, at par, with net proceeds of approximately $738.8 million; and

• spent $12.1 million related to debt issuance costs; and

•   recorded a decrease of $12.5 million in cash overdrafts.

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During first quarter 2012, we:

• borrowed $340.0 million and repaid $527.0 million under our bank credit facility, ending the period with no outstanding borrowings under our bank credit facility;

• issued $600.0 million principal amount of 5.00% senior subordinated notes due 2022, at par, with net proceeds of approximately $589.5 million; and

• spent $11.2 million related to debt issuance costs; and

recorded a increase of $13.0 million in cash overdrafts.

Liquidity and Capital Resources

Our main sources of liquidity and capital resources are internally generated cash flow from operations, a bank credit facility with uncommitted and committed availability, access to the debt and equity capital markets and asset sales. We continue to take steps to ensure adequate capital resources and liquidity to fund our capital expenditure program. In first quarter 2013, we entered into additional commodity derivative contracts for 2013, 2014 and 2015 to protect future cash flows. In March 2013, we issued $750.0 million of new 5.00% ten-year senior subordinated notes due 2023. On April 2, 2013, we called the $250.0 million outstanding principal amount of our 7.25% senior subordinated notes due 2018 which will be redeemed in May 2013.

During first three months 2013, our net cash provided from continuing operations of $201.2 million, proceeds from the sale of assets of $38.2 million, proceeds from the issuance of our 5.00% senior subordinated notes due 2023 and borrowings under our bank credit facility were used to fund $269.5 million of capital expenditures (including acreage acquisitions). At March 31, 2013, we had $194,000 in cash and total assets of $6.9 billion.

Long-term debt at March 31, 2013 totaled $2.9 billion, including $47.0 million outstanding on our bank credit facility and $2.9 billion of senior subordinated notes. Our available committed borrowing capacity at March 31, 2013 was $1.6 billion. Cash is required to fund capital expenditures necessary to offset inherent declines in production and reserves that are typical in the oil and natural gas industry. Future success in growing reserves and production will be highly dependent on capital resources available and the success of finding or acquiring additional reserves. We currently believe that net cash generated from operating activities, unused committed borrowing capacity under the bank credit facility and proceeds from asset sales combined with our natural gas, NGLs and oil derivatives currently in place will be adequate to satisfy near-term financial obligations and liquidity needs. To the extent our capital requirements exceed our internally generated cash flow and proceeds from asset sales, debt or equity securities may be issued to fund these requirements. Long-term cash flows are subject to a number of variables including the level of production and prices as well as various economic conditions that have historically affected the oil and natural gas business. A material drop in natural gas, NGLs and oil prices or a reduction in production and reserves would reduce our ability to fund capital expenditures, meet financial obligations and remain profitable. We operate in an environment with numerous financial and operating risks, including, but not limited to, the inherent risks of the search for, development and production of natural gas, NGLs and oil, the ability to buy properties and sell production at prices which provide an attractive return and the highly competitive nature of the industry. Our ability to expand our reserve base is, in part, dependent on obtaining sufficient capital through internal cash flow, bank borrowings, asset sales or the issuance of debt or equity securities. There can be no assurance that internal cash flow and other capital sources will provide sufficient funds to maintain capital expenditures that we believe are necessary to offset inherent declines in production and proven reserves.

Our opinions concerning liquidity and our ability to avail ourselves in the future of the financing options mentioned in the above forward-looking statements are based on currently available information. If this information proves to be inaccurate, future availability of financing may be adversely affected. Factors that affect the availability of financing include our performance, the state of the worldwide debt and equity markets, investor perceptions and expectations of past and future performance, the global financial climate and, in particular, with respect to borrowings, the level of our working capital or outstanding debt and credit ratings by rating agencies.

Credit Arrangements

As of March 31, 2013, we maintained a $2.0 billion revolving credit facility, which we refer to as our bank credit facility. The bank credit facility is secured by substantially all of our assets and has a maturity date of February 18, 2016.

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Availability under the bank credit facility is subject to a borrowing base set by the lenders semi-annually with an option to set more often in certain circumstances. The borrowing base is dependent on a number of factors but primarily on the lenders’ assessment of future cash flows. Redeterminations of the borrowing base require approval of two thirds of the lenders; increases to the borrowing base require 97% lender approval. On April 8, 2013, the facility amount on our bank credit facility was reaffirmed at $1.75 billion and our borrowing base was reaffirmed at $2.0 billion. Our current bank group is currently composed of twenty-eight financial institutions.

Our bank debt and our subordinated notes impose limitations on the payment of dividends and other restricted payments (as defined under the debt agreements for our bank debt and our subordinated notes). The debt agreements also contain customary covenants relating to debt incurrence, working capital, dividends and financial ratios. We were in compliance with all covenants at March 31, 2013.

Capital Requirements

Our primary capital requirements are for exploration, development and acquisition of natural gas and oil properties, repayment of principal and interest on outstanding debt and payment of dividends. During first quarter 2013, $396.9 million of capital was expended on drilling projects. Also in first quarter 2013, $9.4 million was expended on acquisitions of unproved acreage, primarily in the Marcellus Shale and in the horizontal Mississippian oil play. Our 2013 capital program, excluding acquisitions, is expected to be funded by net cash flow from operations, a debt offering, proceeds from asset sales and borrowings under our bank credit facility. Our capital expenditure budget for 2013 is currently set at $1.3 billion, excluding proved property acquisitions. To the extent capital requirements exceed internally generated cash flow, proceeds from asset sales and our committed capacity under our bank credit facility, then debt or equity may be issued in capital market transactions to fund these requirements. On February 26, 2013, we signed a definitive agreement to sell certain of our oil and gas properties in New Mexico and West Texas for a purchase price of $275.0 million. We closed on this divestiture on April 1, 2013. We monitor our capital expenditures on an ongoing basis, adjusting the amount up or down and also between our operating regions, depending on commodity prices, cash flow and projected returns. Also, our obligations may change due to acquisitions, divestitures and continued growth. We may issue additional shares of stock, subordinated notes or other debt securities to fund capital expenditures, acquisitions, extend maturities or to repay debt.

The forward-looking statements about our capital budget are based on current expectations, estimates and projections and are not guarantees of future performance. Actual results may differ materially from these expectations, estimates and projections and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Some factors that could cause actual results to differ materially include prices of and demand for natural gas and oil, actions of competitors, disruptions or interruptions of our production and unforeseen hazards such as weather conditions, acts of war or terrorists acts and the government or military response, and other operating and economic considerations.

Cash Dividend Payments

The amount of future dividends is subject to declaration by the Board of Directors and primarily depends on earnings, capital expenditures and various other factors. On March 1, 2013, the Board of Directors declared a dividend of four cents per share ($6.5 million) on our common stock, which was paid on March 29, 2013 to stockholders of record at the close of business on March 15, 2013.

Cash Contractual Obligations

Our contractual obligations include long-term debt, operating leases, drilling commitments, derivative obligations, asset retirement obligations and transportation and gathering commitments. As of March 31, 2013, we do not have any capital leases. As of March 31, 2013, we do not have any significant off-balance sheet debt or other such unrecorded obligations and we have not guaranteed any debt of any unrelated party. As of March 31, 2013, we had a total of $84.7 million of undrawn letters of credit under our bank credit facility.

Since December 31, 2012, there have been no material changes to our contractual obligations other than a $692.0 million reduction to our outstanding bank credit facility balance, an issuance of $750.0 million of new 5.00% senior subordinated notes due 2023, adjustments to certain transportation and gathering contracts which increased these commitments $63.0 million over the next 10 years and an extension of hydraulic fracturing service commitments to take advantage of lower rates into 2014 for $24.0 million.

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Hedging – Oil and Gas Prices

We use commodity-based derivative contracts to manage our exposure to commodity price fluctuations. We do not enter into these arrangements for speculative or trading purposes. We do not utilize complex derivatives, as we typically utilize commodity swap and collar contracts to (1) reduce the effect of price volatility on the commodities we produce and sell and (2) support our annual capital budget and expenditure plans. In 2011, we also entered into “sold” NGL derivative swap contracts for the natural gasoline component of NGLs and in 2012 we entered into “re-purchased” derivative swaps for the natural gasoline component of NGLs. In addition, in second quarter 2012, we entered into NGL derivative swap contracts for propane. While there is a risk that the financial benefit of rising natural gas, NGLs and oil prices may not be captured, we believe the benefits of stable and predictable cash flow are more important. Among these benefits are a more efficient utilization of existing personnel and planning for future staff additions, the flexibility to enter into long-term projects requiring substantial committed capital, smoother and more efficient execution of our ongoing development drilling and production enhancement programs, more consistent returns on invested capital, and better access to bank and other credit markets.

At March 31, 2013, we had open swap contracts covering 77.7 Bcf of natural gas at prices averaging $3.71 per mcf, 4.5 million barrels of oil at prices averaging $94.62 per barrel, 1.8 million net barrels of NGLs (the C5 component of NGLs) at prices averaging $92.72 per barrel and 2.3 million barrels of NGLs (the C3 component of NGLs) at prices averaging $37.00 per barrel. We had collars covering 258.6 Bcf of natural gas at weighted average floor and cap prices of $4.08 to $4.64 per mcf and 1.6 million barrels of oil at weighted average floor and cap prices of $88.23 to $100.00 per barrel. The fair value of these contracts, represented by the estimated amount that would be realized or payable on termination, based on a comparison of the contract price and a reference price, generally NYMEX, approximated a pretax loss of $593,000 at March 31, 2013. The contracts expire monthly through December 2015.

At March 31, 2013, the following commodity derivative contracts were outstanding:

Period	Contract Type	Volume Hedged	Weighted Average Hedge Price
Natural Gas
2013	Collars	280,000 Mmbtu/day	$ 4.59–$ 5.05
2014	Collars	402,500 Mmbtu/day	$ 3.81–$ 4.47
2015	Collars	95,000 Mmbtu/day	$ 4.06–$ 4.48
2013	Swaps	256,127 Mmbtu/day	$3.67
2014	Swaps	20,000 Mmbtu/day	$4.08
Crude Oil
2013	Collars	3,000 bbls/day	$ 90.60–$ 100.00
2014	Collars	2,000 bbls/day	$ 85.55–$ 100.00
2013	Swaps	5,829 bbls/day	$96.73
2014	Swaps	6,000 bbls/day	$94.54
2015	Swaps	2,000 bbls/day	$90.20
NGLs (Natural Gasoline)
2013	Sold Swaps	8,000 bbls/day	$89.64
2013	Re-purchased Swaps	1,500 bbls/day	$76.30
NGLs (Propane)
2013	Swaps	7,000 bbls/day	$36.38
2014	Swaps	1,000 bbls/day	$40.32

Interest Rates

At March 31, 2013, we had approximately $2.9 billion of debt outstanding. Of this amount, $2.9 billion bears interest at fixed rates averaging 5.9%. Bank debt totaling $47.0 million bears interest at floating rates, which averaged 3.7% at March 31, 2013. The 30-day LIBOR rate on March 31, 2013 was 0.2%. A 1% increase in short-term interest rates on the floating-rate debt outstanding on March 31, 2013 would cost us approximately $470,000 in additional annual interest expense.

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Off-Balance Sheet Arrangements

We do not currently utilize any off-balance sheet arrangements with unconsolidated entities to enhance our liquidity or capital resource position, or for any other purpose. However, as is customary in the oil and gas industry, we have various contractual work commitments some of which are described above under cash contractual obligations.

Inflation and Changes in Prices

Our revenues, the value of our assets and our ability to obtain bank loans or additional capital on attractive terms have been and will continue to be affected by changes in natural gas, NGLs and oil prices and the costs to produce our reserves. Natural gas, NGLs and oil prices are subject to significant fluctuations that are beyond our ability to control or predict. Although certain of our costs and expenses are affected by general inflation, inflation does not normally have a significant effect on our business. We expect costs for the remainder of 2013 to continue to be a function of supply and demand.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas, NGLs and oil prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market-risk exposure. All of our market-risk sensitive instruments were entered into for purposes other than trading. All accounts are US dollar denominated.

Market Risk

We are exposed to market risks related to the volatility of natural gas, NGLs and oil prices. We employ various strategies, including the use of commodity derivative instruments, to manage the risks related to these price fluctuations. These derivatives instruments apply to a varying portion of our production and provide only partial price protection. These arrangements limit the benefit to us of increases in prices but offer protection in the event of price declines. Further, if our counterparties defaulted, this protection might be limited as we might not receive the benefits of the derivatives. Realized prices are primarily driven by worldwide prices for oil and spot market prices for North American natural gas production. Natural gas and oil prices have been volatile and unpredictable for many years. Natural gas prices affect us more than oil prices because approximately 74% of our December 31, 2012 proved reserves are natural gas. We are also exposed to market risks related to changes in interest rates. These risks did not change materially from December 31, 2012 to March 31, 2013.

Commodity Price Risk

We use commodity-based derivative contracts to manage exposures to commodity price fluctuations. We do not enter into these arrangements for speculative or trading purposes. We do not utilize complex derivatives such as swaptions, knockouts or extendable swaps. At times, certain of our derivatives are swaps where we receive a fixed price for our production and pay market prices to the counterparty. Our derivatives program also includes collars, which establish a minimum floor price and a predetermined ceiling price. At March 31, 2013, our derivatives program includes swaps (both purchased and sold NGL swaps) and collars. As of March 31, 2013, we had open swap contracts covering 77.7 Bcf of natural gas at prices averaging $3.71 per mcf, 4.5 million barrels of oil at prices averaging $94.62 per barrel, 1.8 million net barrels of NGLs (the C5 component of NGLs) at prices averaging $92.72 per barrel and 2.3 million barrels of NGLs (the C3 component of NGLs) at prices averaging $37.00 per barrel. We had collars covering 258.6 Bcf of natural gas at weighted average floor and cap prices of $4.08 to $4.64 per mcf and 1.6 million barrels of oil at weighted average floor and cap prices of $88.23 to $100.00 per barrel. These contracts expire monthly through December 2015. The fair value of these contracts, represented by the estimated amount that would be realized upon immediate liquidation as of March 31, 2013, approximated a net unrealized pre-tax loss of $593,000.

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At March 31, 2013, the following commodity derivative contracts were outstanding:

Period	Contract Type	Volume Hedged	Weighted Average Hedge Price	Fair Market Value
				(in thousands)
Natural Gas
2013	Collars	280,000 Mmbtu/day	$ 4.59–$ 5.05	$ 42,984
2014	Collars	402,500 Mmbtu/day	$ 3.81–$ 4.47	$(13,459)
2015	Collars	95,000 Mmbtu/day	$ 4.06–$ 4.48	$(2,179)
2013	Swaps	256,127 Mmbtu/day	$ 3.57	$ (31,486)
2014	Swaps	20,000 Mmbtu/day	$4.08	$(1,133)
Crude Oil
2013	Collars	3,000 bbls/day	$ 90.60–$ 100.00	$(413)
2014	Collars	2,000 bbls/day	$ 85.55–$ 100.00	$ 354
2013	Swaps	5,829 bbls/day	$ 96.73	$ 96
2014	Swaps	6,000 bbls/day	$ 94.54	$ 3,872
2015	Swaps	2,000 bbls/day	$90.20	$630
NGLs (Natural Gasoline)
2013	Sold Swaps	8,000 bbls/day	$ 89.64	$ 3,552
2013	Re-purchased Swaps	1,500 bbls/day	$ 76.30	$ 4,759
NGLs (Propane)
2013	Swaps	7,000 bbls/day	$ 36.38	$(8,114)
2014	Swaps	1,000 bbls/day	$40.32	$(56)

We expect our NGL production to continue to increase. In our Marcellus Shale operations, propane is a large product component of our NGL production and we believe NGL prices are somewhat seasonal. Therefore, the percentage of NGL prices to NYMEX WTI (or West Texas Intermediate) will vary due to product components, seasonality and geographic supply and demand. We sell NGLs in several regional markets.

The relationship between the price of oil and the price of natural gas is at an unprecedented spread. Normally, natural gas liquids production is a by-product of natural gas production. Due to the current differences in prices, we and other producers may choose to sell natural gas at or below cost or otherwise dispose of natural gas to allow for the sale of only natural gas liquids.

Currently, because there is little demand, or facilities to supply the existing demand, for ethane in the Appalachian region, for our Appalachian production volumes, ethane remains in the natural gas stream. We currently have waivers from two transmission pipelines that allow us to leave ethane in the residue natural gas. We believe the limits are sufficient to cover our production through 2014. We have announced three ethane agreements where we have contracted to either sell or transport ethane from our Marcellus Shale area, which are expected to begin operations in mid to late 2013, early 2014 and early 2015. We cannot assure you that these facilities will become available. If we are not able to sell ethane, we may be required to curtail production which will adversely affect our revenues.

Other Commodity Risk

We are impacted by basis risk, caused by factors that affect the relationship between commodity futures prices reflected in derivative commodity instruments and the cash market price of the underlying commodity. Natural gas transaction prices are frequently based on industry reference prices that may vary from prices experienced in local markets. If commodity price changes in one region are not reflected in other regions, derivative commodity instruments may no longer provide the expected hedge, resulting in increased basis risk. At times, we have entered into basis swap agreements. The price we receive for our gas production can be more or less than the NYMEX price because of adjustments for delivery location (“basis”), relative quality and other factors; therefore, we have entered into basis swap agreements in the past that effectively

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fix the basis adjustments. We currently have no financial basis swap agreements outstanding.

The following table shows the fair value of our collars and swaps and the hypothetical change in fair value that would result from a 10% and a 25% change in commodity prices at March 31, 2013. We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risks should be mitigated by price changes in the underlying physical commodity (in thousands):

		Hypothetical Change in Fair Value		Hypothetical Change in Fair Value
		Increase of		Decrease of
	Fair Value	10%	25%	10%	25%
Collars	$ 27,287	$ (98,981)	$ (255,214)	$ 98,469	$ 254,770
Swaps	(27,880)	(97,671)	(244,260)	98,731	247,372

Our commodity-based contracts expose us to the credit risk of non-performance by the counterparty to the contracts. Our exposure is diversified among major investment grade financial institutions and we have master netting agreements with the majority of our counterparties that provide for offsetting payables against receivables from separate derivative contracts. Our derivative contracts are with multiple counterparties to minimize our exposure to any individual counterparty. At March 31, 2013, our derivative counterparties include fifteen financial institutions, of which all but two are secured lenders in our bank credit facility. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While counterparties are major investment grade financial institutions, the fair value of our derivative contracts have been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial.

Interest Rate Risk

We are exposed to interest rate risk on our bank debt. We attempt to balance variable rate debt, fixed rate debt and debt maturities to manage interest costs, interest rate volatility and financing risk. This is accomplished through a mix of fixed rate senior subordinated debt and variable rate bank debt. At March 31, 2013, we had $2.9 billion of debt outstanding. Of this amount, $2.9 billion bears interest at fixed rates averaging 5.9%. Bank debt totaling $47.0 million bears interest at floating rates, which was 3.7% on March 31, 2013. On March 31, 2013, the 30-day LIBOR rate was 0.2%. A 1% increase in short-term interest rates on the floating-rate debt outstanding on March 31, 2013, would cost us approximately $470,000 in additional annual interest expense.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2013 at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

James A. Drummond and Chris Parrish v. Range Resources-Midcontinent, LLC et al.; pending in the District Court of Grady County, State of Oklahoma; Case No. CJ-2010-510

Two individuals (one of whom is now deceased), only one of which was a current royalty owner, filed suit against Range Resources Corporation and two of our subsidiaries, including the proper defendant Range Resources-Midcontinent, LLC, in the District Court of Grady County, Oklahoma.  This suit is similar to a number of cases filed in Oklahoma asserting claims that royalty owners are entitled to payment of royalties on several different categories of alleged “deductions” applied by third parties who transport and process natural gas production. The alleged deductions include fuel used by the third party in the transportation and processing of gas, condensate removed by the third party after the point of sale, the contractually agreed natural gas liquids recovery percentages, the percentage of proceeds contracts’ contractually agreed pricing percentages and other similar alleged “deductions.”  In addition to the claims made with respect to the alleged categories of deductions, the Plaintiffs in this litigation have alleged fraud and the existence of a fiduciary duty to the royalty owners to attempt to support an argument that no statute of limitations applies, and the Plaintiffs also claim that interest accrues on the alleged damages at 12% compounded annually. Thus while we cannot reasonably estimate our potential exposure at this time, the damages claimed by the Plaintiffs have been estimated by the Plaintiffs’ counsel to be in excess of $140 million.  We believe Oklahoma is a “first marketable product” rule state and the current case law in Oklahoma (principally Mittelstaedt v. Santa Fe) allows operators to deduct value enhancing costs for treating, compression and other post-production expenses incurred to increase the value of a marketable product; however, whether and when gas is a marketable product and the extent to which the deductions are permitted may be fact questions under Oklahoma law. Further, we do not typically transport and process the gas production from wells we operate in Oklahoma but instead sell the gas production to unaffiliated third parties which, in many cases, do transport and process the gas. Range maintains that the alleged “deductions” made the subject of the Plaintiffs’ claims are not deductions at all but the negotiated terms of the contracts with the third parties who buy, transport and process the gas under terms that allow Range and its royalty owners to share in the enhanced downstream value that establishes the purchase price for the production sold by us, and on which we have paid royalty.  Range further believes that its production is marketable under Oklahoma law when sold to such unaffiliated third parties.  The terms with respect to payment of royalties vary based on the terms of the various oil and gas leases owned by Range for its Oklahoma wells and wells it has owned and operated in Oklahoma in the past, and our subsidiary believes that it has substantially complied with its royalty payment obligations under its leases and we therefore intend to vigorously defend this litigation. As previously disclosed, on February 19, 2013, the District Court entered an order certifying a class of royalty owners as requested by the Plaintiffs. We have appealed the class certification order. In addition, we have received a revised claim of damages by the Plaintiffs which has increased the amount claimed by the Plaintiffs to $160.0 million. We have evaluated the possible financial impact of this litigation, and while we believe we have strong defenses to the claims made in this lawsuit, given our evaluation of the law in Oklahoma, the outcomes in other similar litigation and our assessment of the current status of the litigation, the three months ended March 31, 2013 includes an accrual of $35.0 million which, at this time, we believe is appropriate given the information available at this time.  We may accrue additional amounts in the future or otherwise adjust this accrual depending upon future developments in the course of this litigation.

We are the subject of, or party to, a number of other pending or threatened legal actions and claims arising in the ordinary course of our business.  While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations.  We will continue to evaluate our litigation quarterly and will establish and adjust any litigation reserves as appropriate to reflect our assessment of the then current status of litigation.

ITEM 1A. RISK FACTORS

We are subject to various risks and uncertainties in the course of our business. In addition to the factors discussed elsewhere in this report, you should carefully consider the risks and uncertainties described under Item 1A. Risk Factors filed in our Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes from the risk factors previously disclosed in that Form 10-K.

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ITEM 6. EXHIBITS

(a) EXHIBITS

Exhibit Number	Exhibit Description
3.1	Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to Exhibit 3.1.1 to our Form 10-Q (File No. 001-12209) as filed with the SEC on May 5, 2004, as amended by the Certificate of Second Amendment to Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to Exhibit 3.1 to our Form 10-Q (File No. 001-12209) as filed with the SEC on July 28, 2005) and the Certificate of Second Amendment to the Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to Exhibit 3.1 to our Form 10-Q (File No. 001-12209) as filed with the SEC on July 24, 2008)
3.2	Amended and Restated By-laws of Range (incorporated by reference to Exhibit 3.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on May 20, 2010)
4.1	Form of 5.00% Senior Subordinated Notes due 2023 (incorporated by reference to Exhibit A to Exhibit 4.1 on our Form 8-K (File No. 001-12209) as filed with the SEC on March 19, 2013)
4.2	Indenture dated March 18, 2013 among Range Resources Corporation, as issuer, the Subsidiary Guarantors (as defined therein) as guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 on our Form 8-K (File No. 001-12209) as filed with the SEC on March 19, 2013)
4.3	Registration Rights Agreement dated March 18, 2013 by and among Range Resources Corporation, the Initial Guarantors (as defined therein), and the Representatives (as defined therein) (incorporated by reference to Exhibit 4.2 on our Form 8-K (File No. 001-12209) as filed with the SEC on March 19, 2013)
10.1	Purchase Agreement, dated March 4, 2013, among Range Resources Corporation, the Guarantors (defined therein), JPMorgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on March 6, 2013)
10.2*	Third Amendment to the Fourth Amended and Restated Credit Agreement as of April 8, 2013 among Range (as borrower) and JPMorgan Chase Bank, N.A. and the institutions named (therein) as lenders, JPMorgan as Administrative Agent
31.1*	Certification by the President 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
32.1**	Certification by the President and Chief Executive Officer of Range Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification by the Chief Financial Officer of Range Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101. INS*	XBRL Instance Document
101. SCH*	XBRL Taxonomy Extension Schema
101. CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101. LAB*	XBRL Taxonomy Extension Label Linkbase Document
101. PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* filed herewith

** furnished herewith

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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 thereunto duly authorized.

Date: April 25, 2013

RANGE RESOURCES CORPORATION
By:	/s/    ROGER S. MANNY
	Roger S. Manny
	Executive Vice President and Chief Financial Officer

Date: April 25, 2013

RANGE RESOURCES CORPORATION
By:	/s/    DORI A. GINN
	Dori A. Ginn
	Principal Accounting Officer and Vice President Controller

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Exhibit index

Exhibit Number	Exhibit Description
3.1	Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to Exhibit 3.1.1 to our Form 10-Q (File No. 001-12209) as filed with the SEC on May 5, 2004, as amended by the Certificate of Second Amendment to Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to Exhibit 3.1 to our Form 10-Q (File No. 001-12209) as filed with the SEC on July 28, 2005) and the Certificate of Second Amendment to the Restated Certificate of Incorporation of Range Resources Corporation (incorporated by reference to Exhibit 3.1 to our Form 10-Q (File No. 001-12209) as filed with the SEC on July 24, 2008)
3.2	Amended and Restated By-laws of Range (incorporated by reference to Exhibit 3.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on May 20, 2010)
4.1	Form of 5.00% Senior Subordinated Notes due 2023 (incorporated by reference to Exhibit A to Exhibit 4.1 on our Form 8-K (File No. 001-12209) as filed with the SEC on March 19, 2013)
4.2	Indenture dated March 18, 2013 among Range Resources Corporation, as issuer, the Subsidiary Guarantors (as defined therein) as guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 on our Form 8-K (File No. 001-12209) as filed with the SEC on March 19, 2013)
4.3	Registration Rights Agreement dated March 18, 2013 by and among Range Resources Corporation, the Initial Guarantors (as defined therein), and the Representatives (as defined therein) (incorporated by reference to Exhibit 4.2 on our Form 8-K (File No. 001-12209) as filed with the SEC on March 19, 2013)
10.1	Purchase Agreement, dated March 4, 2013, among Range Resources Corporation, the Guarantors (defined therein), JPMorgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-12209) as filed with the SEC on March 6, 2013)
10.2*	Third Amendment to the Fourth Amended and Restated Credit Agreement as of April 8, 2013 among Range (as borrower) and JPMorgan Chase Bank, N.A. and the institutions named (therein) as lenders, JPMorgan as Administrative Agent
31.1*	Certification by the President 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
32.1**	Certification by the President and Chief Executive Officer of Range Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification by the Chief Financial Officer of Range Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101. INS*	XBRL Instance Document
101. SCH*	XBRL Taxonomy Extension Schema
101. CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101. LAB*	XBRL Taxonomy Extension Label Linkbase Document
101. PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* filed herewith

** furnished herewith

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EX-10

EXHIBIT 10.2

THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED

CREDIT AGREEMENT

THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of April 8, 2013, by and among RANGE RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).  Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

WITNESSETH:

WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Fourth Amended and Restated Credit Agreement, dated as of February 18, 2011 (as the same has been and may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower and the Guarantors have requested that the Administrative Agent and the Lenders amend the Credit Agreement as provided herein, and the Administrative Agent and the Lenders have agreed to do so on and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows:

SECTION 1. Amendments to Credit Agreement.  Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.

1.1 Additional Definitions.  The following definitions shall be and they hereby are added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Eligible Contract Participant” means an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

“Excluded Swap Obligation” means, with respect to any Guarantor individually determined on a Guarantor by Guarantor basis, any Swap

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Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an Eligible Contract Participant at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an Eligible Contract Participant and can cause another person to qualify as an Eligible Contract Participant at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

1.2 Amended Definitions.  The following definitions set forth in Section 1.01 of the Credit Agreement shall be and they hereby are amended and restated in their respective entireties to read as follows:

“Indenture” means, collectively, (i) that certain Indenture dated May 6, 2008, among the Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Trust Company, N.A., as amended or supplemented from time to time as permitted under the terms hereof, (ii) that certain Indenture dated May 14, 2009, among the Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as amended or supplemented from time to time as permitted under the terms hereof, (iii) that certain Indenture dated August 12, 2010, among the Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as amended or supplemented from time to time as permitted under the terms hereof, (iv) that certain Indenture dated May 25, 2011, among the Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as amended or supplemented from time to time as permitted under the terms hereof, (v) that certain Indenture dated March 9, 2012, among the Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as amended or supplemented from time to time as permitted under the terms hereof, and (vi) that certain Indenture dated March 18, 2013, among the Borrower, as issuer, certain

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of its Subsidiaries, as guarantors, and U.S. Bank National Association, as amended or supplemented from time to time as permitted under the terms hereof.

“Net Cash Proceeds” means, (A) with respect to the sale of Borrowing Base Properties by the Borrower or any Restricted Subsidiary, the excess, if any, of (a) the sum of cash and cash equivalents received in connection with such sale, but only as and when so received, over (b) the sum of (i) the principal amount of any Indebtedness that is secured by such asset and that is required to be repaid in connection with the sale thereof (other than the Loans), (ii) the out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such sale, (iii) all legal, title and recording tax expense and all federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP as a consequence of such sale, (iv) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such sale, (v) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such sale and retained by the Borrower or any Restricted Subsidiary after such sale, (vi) cash payments made to satisfy obligations resulting from early termination of Swap Agreements in connection with or as a result of any such sale, and (vii) any portion of the purchase price from such sale placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such sale or otherwise in connection with such sale; provided however, that upon the termination of that escrow, Net Cash Proceeds will be increased by any portion of funds in the escrow that are released to the Borrower or any Restricted Subsidiary and (B) with respect to any Permitted Refinancing or issuance of Senior Notes, the cash proceeds received from such Permitted Refinancing or issuance of Senior Notes, as the case may be, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal and accounting fees and expenses.

“Obligations” means (a) all obligations of every nature, contingent or otherwise, whether now existing or hereafter arising, of any Credit Party from time to time owed to the Administrative Agent, the Issuing Bank, the Lenders or any of them under any Loan Document, whether for principal, interest, reimbursement of amounts drawn under any Letter of Credit, funding indemnification amounts, fees, expenses, indemnification or otherwise, (b) Lender Hedging Obligations and (c) Cash Management Obligations; provided; however, that Obligations of a Credit Party shall not include any Excluded Swap Obligations of such Credit Party.

“Senior Subordinated Notes” means (i) the 7  ¹/₄% Senior Subordinated Notes due 2018, issued pursuant to the Indenture, (ii) the 8.0 % Senior Subordinated Notes due 2019, issued pursuant to the Indenture, (iii) the 6  ³/₄% Senior Subordinated Notes due 2020, issued pursuant to the Indenture, (iv) the 5  ³/₄% Senior Subordinated Notes due 2021 issued pursuant to the Indenture, (v) the 5.0% Senior Subordinated Notes due 2022 issued pursuant to the Indenture, (vi)

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the 5.0% Senior Subordinated Notes due 2023 issued pursuant to the Indenture and (vii) additional senior unsecured subordinated notes issued by the Borrower; provided that (a) the terms of such Senior Subordinated Notes do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six months after the Maturity Date, (b) the covenant, default and remedy provisions of such Senior Subordinated Notes are substantially on the same terms and conditions as the Indenture or are not materially more restrictive, taken as a whole, than those set forth in this Agreement, (c) the mandatory prepayment, repurchase and redemption provisions of such Senior Subordinated Notes are substantially on the same terms and conditions as the Indenture or are not materially more onerous or expansive in scope, taken as a whole, than those set forth in this Agreement, and (d) the subordination provisions set forth in such Senior Subordinated Notes are at least as favorable to the Secured Parties as the subordination provisions set forth in the Indenture.

“Senior Unsecured Notes” means senior unsecured notes issued by the Borrower; provided that (i) the terms of such Senior Unsecured Notes do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six months after the Maturity Date, (ii) the covenant, default and remedy provisions of such Senior Unsecured Notes are substantially on the same terms and conditions as the Indenture  (without giving effect to the subordination provisions) or are not materially more restrictive, taken as a whole, than those set forth in this Agreement and (iii) the mandatory prepayment, repurchase and redemption provisions of such Senior Unsecured Notes are substantially on the same terms and conditions as the Indenture (without giving effect to the subordination provisions) or are not materially more onerous or expansive in scope, taken as a whole, than those set forth in this Agreement.

1.3 Letters of Credit.  The last sentence of Section 2.07(b) of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $250,000,000 and (ii) the Aggregate Credit Exposure shall not exceed the lesser of (1) the Borrowing Base then in effect and (2) the Aggregate Commitment.

1.4 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.  Section 2.19(b) of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

(b)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest, fees and other Obligations then due hereunder, such

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funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties; provided that in the event such funds are received by and available to the Administrative Agent as a result of the exercise of any rights and remedies with respect to any Collateral under the Security Instruments, the parties entitled to a ratable share of such funds pursuant to the foregoing clause (ii) and the determination of each parties’ ratable share shall include, on a pari passu basis, (x) the Lender Counterparties with respect to Lender Hedging Obligations then due and owing to each Lender Counterparty by any Credit Party as a result of the early termination of any transactions under any Swap Agreements (after giving effect to any netting agreements) and (y) any Lender or any of its Affiliates with respect to Cash Management Obligations then due and owing to such Lender or any of its Affiliates by any Credit Party.  Notwithstanding the foregoing, amounts received from any Credit Party that is not an Eligible Contract Participant shall not be applied to any Excluded Swap Obligations owing to a Lender Counterparty (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to the foregoing clause (ii) from amounts received from Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in the foregoing clause (ii) above by Lender Counterparties that are the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to the foregoing clause (ii) above).

1.5 Indebtedness.  Section 7.01(h) of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

(h)unsecured Indebtedness under the Senior Notes (and any Permitted Refinancing thereof), including any Indebtedness constituting Guarantees thereof by any Credit Party; provided that at the time of and immediately after giving effect to each issuance of Senior Notes (and any Permitted Refinancing thereof), (i) no Default shall have occurred and be continuing or would be caused thereby and (ii) the Borrower is in pro forma compliance with the Consolidated Leverage Ratio set forth in Section 7.11(b) as of the end of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01, calculated as if such Senior Notes (and any Permitted Refinancing) were issued as of the last day of the trailing four fiscal quarter period ending on the date of such financial statements; and

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1.6 Restricted Payments.  Section 7.06 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

Section 7.06Restricted Payments.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (a) the Borrower may declare and pay dividends and make distributions with respect to its Equity Interests payable solely in additional Equity Interests of the Borrower, other than Disqualified Stock, (b) so long as no Default shall have occurred and be continuing or would be caused thereby, the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Restricted Subsidiaries; provided that any such Restricted Payments that are required to be made by the issuance of additional Equity Interests of the Borrower may be made regardless of whether a Default shall have occurred and is continuing, (c) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Guarantor, (d) so long as no Default shall have occurred and be continuing or would be caused thereby, the Borrower may make Restricted Payments in an aggregate amount not to exceed $20,000,000, plus (i) 50% of cumulative Consolidated Net Income after December 31, 2001 (taken as one accounting period, but excluding any non-cash gains or losses associated with the application of FASB Statement 121 and Accounting Standards Codification Section 815-10), plus (ii) 66-2/3% of the aggregate net cash proceeds received by the Borrower from the issuance of its Equity Interests (other than Disqualified Stock) at any time after December 31, 2001, minus (iii) Restricted Payments made pursuant to Section 7.06(d) of the Original Credit Agreement (or pursuant to any equivalent section of any of its predecessor agreements) prior to the Effective Date, and (e) so long as no Default shall have occurred and be continuing or would be caused thereby, the Credit Parties may make Restricted Payments with respect to the Senior Notes (i) with the proceeds of any Permitted Refinancing permitted pursuant to Section 7.01(h) and (ii) at any other time that the Senior Notes are, by their terms, permitted or required to be retired, redeemed, defeased, repurchased, prepaid or repaid; provided that in the case of this clause (ii), (x) the Borrower issues (or has issued) Senior Notes within the ninety (90) day period following (or preceding) the date of such Restricted Payments (it being understood that if any such Restricted Payments are made prior to the issuance of such Senior Notes, such Restricted Payments shall otherwise be permitted under clause (d) of this Section 7.06 until such time as all conditions set forth in this clause (e)(ii) are satisfied, at which time such Restricted Payments shall be deemed to have been made as permitted by this clause (e), without any utilization of the clause (d) basket amount except as otherwise provided in clause (z) below), (y) all of the Net Cash Proceeds received by the Borrower from the issuance of the Senior Notes referred to in clause (x) above are used to prepay the Loans then outstanding, if any, and (z) without duplication, such Restricted Payments do not exceed the amount of the Net Cash Proceeds received by the Borrower from the issuance of the Senior Notes referred to in clause (x) above (unless the excess

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amount of such Restricted Payments are otherwise permitted under clause (d) of this Section 7.06).  

1.7 Guarantee of Obligations.  Article VIII of the Credit Agreement shall be and it hereby is amended by adding a new Section 8.11 to the end thereof to read as follows:

Section 8.11Keepwell.  

(a)Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.11, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 8.11 shall remain in full force and effect until this Agreement is terminated, all Obligations are paid in full (other than contingent obligations for which no claim has been made) and all of the Lenders’ Commitments are terminated.  Each Qualified ECP Guarantor intends that this Section 8.11 constitute, and this Section 8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(b)Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations of such Guarantor.

SECTION 2. Redetermined Borrowing Base.  This Amendment shall constitute notice of a Scheduled Redetermination of the Borrowing Base pursuant to Section 3.04 of the Credit Agreement, and the Administrative Agent, the Required Lenders, the Borrower and the Guarantors hereby acknowledge that effective as of the date hereof, the Borrowing Base shall be reaffirmed at $2,000,000,000 and such redetermined Borrowing Base shall remain in effect until the earlier of (a) the next Redetermination of the Borrowing Base or (b) the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement.

SECTION 3. Senior Notes Acknowledgment.  The Administrative Agent and the Lenders (or at least the required percentage hereof) hereby acknowledge and agree that the Borrower’s redemption on or about December 28, 2012 of all of its outstanding $250.0 million 7.5% Senior Subordinated Notes due 2017 shall constitute a Restricted Payment permitted under Section 7.06(e)(ii) of the Credit Agreement (as amended by this Amendment) so long as (a) the Borrower issues Senior Notes on or prior to March 28, 2013 in an aggregate principal amount of at least $250,000,000 and (b) all of the Net Cash Proceeds received by the Borrower from the issuance of such Senior Notes are used to prepay the Loans then outstanding, if any.

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SECTION 4. Conditions.  The amendments to the Credit Agreement contained in Section 1 of this Amendment and the reaffirmation of the Borrowing Base contained in Section 2 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 4.

4.1 Execution and Delivery.  Each Credit Party, the Required Lenders, and the Administrative Agent shall have executed and delivered this Amendment and each other required document, all in form and substance satisfactory to the Administrative Agent.

4.2 No Default.  No Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.

4.3 Other Documents.  The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

SECTION 5. Representations and Warranties of Credit Parties.  To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:

5.1 Reaffirmation of Representations and Warranties/Further Assurances.  After giving effect to the amendments contained herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects on the date hereof (except to the extent such representations and warranties relate solely to an earlier date, in which case they shall be true and correct as of such earlier date).

5.2 Corporate Authority; No Conflicts.  The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein (a) are within such Credit Party’s corporate or other organizational powers, (b) have been duly authorized by all necessary action, (c) require no consent or approval of, or registration or filing with, or further action by, any Governmental Authority except such as have been obtained or made and are in full force and effect and, after the effective date of this Amendment, any required filings with the Securities and Exchange Commission, (d) do not violate any applicable law or regulation or the charter, by-laws or other Organizational Documents of such Credit Party or any order of any Governmental Authority, (e) do not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon such Credit Party and (f) do not result in the creation or imposition of any Lien upon any of the assets of such Credit Party not otherwise permitted under Section 7.02 of the Credit Agreement.

5.3 Enforceability.  This Amendment has been duly executed and delivered by each Credit Party and constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor’s rights generally,

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and (ii) the availability of equitable remedies may be limited by equitable principles of general application.

5.4 No Default.  As of the date of this Amendment, both before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 6. Miscellaneous.

6.1 Reaffirmation of Loan Documents and Liens.  Except as amended and modified hereby, any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party.  Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

6.2 Parties in Interest.  All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

6.3 Counterparts.  This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  Delivery of an executed counterpart to this Amendment by facsimile or other electronic means shall be effective as delivery of manually executed counterparts of this Amendment.

6.4 Legal Expenses.  Each Credit Party hereby agrees to pay all reasonable fees and expenses of counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and all related documents.

6.5 Complete Agreement.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

6.6 Headings.  The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

6.7 Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of Texas.

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6.8 Severability.  Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

6.9 Reference to and Effect on the Loan Documents.

(a)This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects.  Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement as amended by this Amendment.  

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

[Remainder of Page Intentionally Blank.  Signature Pages Follow.]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

BORROWER:

RANGE RESOURCES CORPORATION

By: ______________________________________ Name:  Roger S. Manny

Title:  Executive Vice President and Chief Financial Officer  

GUARANTORS:

AMERICAN ENERGY SYSTEMS, LLC

ENERGY ASSETS OPERATING COMPANY, LLC

RANGE ENERGY SERVICES COMPANY, LLC

RANGE OPERATING NEW MEXICO, LLC

RANGE PRODUCTION COMPANY

RANGE RESOURCES – APPALACHIA, LLC

RANGE RESOURCES – MIDCONTINENT, LLC

RANGE RESOURCES – PINE MOUNTAIN, INC.

RANGE TEXAS PRODUCTION, LLC

By: ____________________________________ Name: Roger S. Manny

Title: Executive Vice President of all of the foregoing Guarantors

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JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and as a Lender

By: /s/ David Morris

Name:  David Morris

Title:  Authorized Officer

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ROYAL BANK OF CANADA, as a  Co-Syndication Agent and as a Lender

By: /s/ Kristan Spivay

Name: Kristan Spivay

Title:  Authorized Signatory

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BANK OF AMERICA, N.A., as a  Co-Documentation Agent and as a Lender

By: /s/ Jeffrey H. Rathkamp

Name: Jeffrey H. Rathkamp

Title: Managing Director

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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Co-Syndication Agent and as a Lender

By: /s/ Sharada Manne

Name: Sharada Manne

Title: Managing Director

By: /s/ Darrell Stanley

Name: Darrell Stanley

Title:   Managing Director

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Documentation Agent and as a Lender

By: /s/ Tom Martin

Name:  Tom K. Martin

Title:  Director

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BANK OF MONTREAL, as a Co-Agent and as a Lender

By: /s/ James V. Ducote

Name: James V. Ducote

Title:  Director

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BARCLAYS BANK PLC, as a Co-Agent and as a Lender

By: /s/ Vanessa A. Kurbatskiy

Name: Vanessa A. Kurbatskiy

Title:  Vice President

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CITIBANK, N.A., as a Co-Agent and as a Lender

By: /s/ Eamon Baqui

Name: Eamon Baqui

Title:  Vice President

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COMPASS BANK, as a Co-Agent and as a Lender

By: /s/ Umar Hassan

Name: Umar Hassan

Title:  Vice President

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DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Co-Agent and as a Lender

By: /s/ Marcus M. Tarkington

Name: Marcus M. Tarkington

Title: Director

By: /s/ Michael Getz

Name: Michael Getz

Title: Vice President

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NATIXIS, as a Co-Agent and as a Lender

By: /s/ Louis P. Laville, III

Name: Louis P. Laville, III

Title: Managing Director

By: /s/ Stuart Murray

Name: Stuart Murray

Title: Managing Director

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THE BANK OF NOVA SCOTIA, as a Co-Agent and as a Lender

By: /s/ Terry Donovan

Name:  Terry Donovan

Title:  Managing Director

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SUNTRUST BANK, as a Co-Agent and as a Lender

By: /s/ Shannon Juhan

Name:  Shannon Juhan

Title:  Vice President

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UNION BANK, N.A., as a Co-Agent and as a Lender

By: /s/ David Carter

Name: David Carter

Title: Investment Banking Officer

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CAPITAL ONE, N.A., as a Lender

By: /s/ Nancy M. Mak

Name:  Nancy M. Mak

Title:  Senior Vice President

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COMERICA BANK, as a Lender

By: /s/ Katya Evseev

Name: Katya Evseev

Title:  Assistant Vice President

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CREDIT SUISSE AG, Cayman Islands Branch, as a Lender

By: /s/ Vipul Dhadda

Name: Vipul Dhadda

Title: Vice President

By: /s/ Wei-Jen Yuan

Name:  Wei-Jen Yuan

Title:  Associate

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KEYBANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Paul J. Paco

Name:  Paul J. Paco

 Title:  Senior Vice President

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SOCIÉTÉ GÉNÉRALE, as a Lender

By: /s/ David M. Bornstein

Name:  David M. Bornstein

Title:  Director

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UBS LOAN FINANCE LLC, as a Lender

By: /s/ Lana Gifas

Name: Lana Gifas

Title:  Director

By: /s/ Joselin Fernandes

Name: Joselin Fernandes

Title:   Associate Director

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U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Daria Mahoney

Name:  Daria Mahoney

Title:  Vice President

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SOVEREIGN BANK, N.A., as a Lender

By: /s/ David O’Driscoll

Name: David O’Driscoll

Title:  Senior Vice President

By: /s/ Mark Connelly

Name: Mark Connelly

Title:  Senior Vice President

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BOKF, NA dba BANK OF TEXAS, as a Lender

By: /s/ Colin Watson

Name: Colin Watson

Title:   Banking Officer

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AMEGY BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Kevin A. James

Name: Kevin A. James

Title:  Vice President

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THE FROST NATIONAL BANK, as a Lender

By: /s/ Alex Zemkoski

Name: Alex Zemkoski

Title:  Vice President

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PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ M. Colin Warman

Name: M. Colin Warman

Title:  Vice President

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BRANCH BANKING AND TRUST COMPANY, as a Lender

By: /s/ James Giordano

Name: James Giordano

Title:  Vice President

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CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as a Lender

By: /s/ Trudy W. Nelson

Name: Trudy W. Nelson

Title:  Managing Director

By: /s/ Richard Antl

Name: Richard Antl

Title:  Director

Range Resources Third Amendment

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EX-31

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jeff L. Ventura, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Range Resources Corporation (the “registrant”);

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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 25, 2013	/s/    JEFF L. VENTURA
		Jeff L. Ventura
		President and Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Roger S. Manny, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Range Resources Corporation (the “registrant”);

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;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	April 25, 2013	/s/    ROGER S. MANNY
		Roger S. Manny
		Executive Vice President and Chief Financial Officer

EX-32

EXHIBIT 32.1

CERTIFICATION OF

PRESIDENT AND CHIEF EXECUTIVE OFFICER

OF RANGE RESOURCES CORPORATION

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ending March 31, 2013 and filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jeff L. Ventura, President and Chief Executive Officer of Range Resources Corporation (the “Company”), hereby certify that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By:	/s/    JEFF L. VENTURA
	Jeff L. Ventura
	April 25, 2013

EX-32

EXHIBIT 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF RANGE RESOURCES CORPORATION

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ending March 31, 2013 and filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Roger S. Manny, Chief Financial Officer of Range Resources Corporation (the “Company”), hereby certify that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By:	/s/    ROGER S. MANNY
	Roger S. Manny
	April 25, 2013

XML

Basis of Presentation - (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Composition of assets held for sale:
Assets held for sale	$ 165,478
Composition of liabilities held for sale:
Liabilities held for sale	(8,346)
Oil and Gas Properties
Composition of assets held for sale:
Assets held for sale	161,140
Transportation And Field
Composition of assets held for sale:
Assets held for sale	3
Accounts Receivable
Composition of assets held for sale:
Assets held for sale	4,117
Oil Inventory
Composition of assets held for sale:
Assets held for sale	218
Accounts Payable
Composition of liabilities held for sale:
Liabilities held for sale	(354)
Asset Retirement Obligation Costs
Composition of liabilities held for sale:
Liabilities held for sale	(2,816)
Accrued Liabilities
Composition of liabilities held for sale:
Liabilities held for sale	$ (5,176)

XML

Capital Stock - Capital Stock (Detail)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Equity [Line Items]
Beginning balance	162,514,098	161,131,547
Stock options/SARs exercised	206,949	926,425
Restricted stock granted	106,969	354,674
Restricted stock units vested	112,751	57,824
Treasury shares issued	26,026	43,628
Ending balance	162,966,793	162,514,098

XML

Suspended Exploratory Well Costs - Suspended Exploratory Well Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013 Project	Dec. 31, 2012 Project
Exploratory Wells Drilled [Line Items]
Balance at beginning of period	$ 57,360	$ 93,388
Additions to capitalized exploratory well costs pending the determination of proved reserves	62,640	153,250
Reclassifications to wells, facilities and equipment based on determination of proved reserves	(58,601)	(184,298)
Divested wells		(4,980)
Balance at end of period	61,399	57,360
Less exploratory well costs that have been capitalized for a period of one year or less	(39,140)	(45,965)
Capitalized exploratory well costs that have been capitalized for more than one year	$ 22,259	$ 11,395
Number of projects that have exploratory well costs that have been capitalized for a period greater than one year	9	5

XML

Stock-Based Compensation Plans - Weighted Average Grant Date Fair Value of SARs (Detail) (Stock Appreciation Rights (SARs), USD $)	3 Months Ended
	Mar. 31, 2013
Stock Appreciation Rights (SARs)
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items]
Weighted average exercise price per share	$ 69.23
Expected annual dividends per share	0.23%
Expected life in years	3 years 8 months 12 days
Expected volatility	34.00%
Risk-free interest rate	0.60%
Granted	$ 18.41

XML

Capital Stock - Additional Information (Detail)	Mar. 31, 2013	Dec. 31, 2012
Equity [Line Items]
Authorized capital stock	485,000,000	485,000,000
Common stock, shares authorized	475,000,000	475,000,000
Preferred stock, shares authorized	10,000,000	10,000,000

XML

Income (Loss) Per Common Share - Basic Weighted Average Common Shares Outstanding to Diluted Weighted Average Common Shares Outstanding (Detail) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Denominator:
Weighted average common shares outstanding – basic	160,125	158,913
Effect of dilutive securities:
Director and employee stock options and SARs
Weighted average common shares outstanding – diluted	160,125	158,913

XML

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Hierarchy Table for Assets and Liabilities Measured at Fair Value

	Fair Value Measurements at March31, 2013 using:
	QuotedPrices in Active Markets for IdenticalAssets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total Carrying Valueasof March31, 2013
Trading securities held in the deferred compensation plans	$71,440	$ —	$—	$71,440
Derivatives–swaps	—	(27,880)	—	(27,880)
–collars	—	27,287	—	27,287

	Fair Value Measurements at December31, 2012 using:
	Quoted Prices in Active Markets for IdenticalAssets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total Carrying Value as of December31, 2012
Trading securities held in the deferred compensation plans	$57,776	$ —	$—	$57,776
Derivatives–swaps	—	23,326	—	23,326
–collars	—	121,014	—	121,014
–basis swaps	—	993	—	993

Carrying Amounts and Fair Values of Financial Instruments

Fair Values—Reported

The following table presents the carrying amounts and the fair values of our financial instruments as of March31, 2013 and December31, 2012 (in thousands):

	March31, 2013		December31, 2012
	Carrying Value	Fair Value	Carrying Value	Fair Value
Assets:
Commodity swaps and collars	$27,439	$27,439	$153,267	$153,267
Marketable securities(a)	71,440	71,440	57,776	57,776
(Liabilities):
Commodity swaps and collars	(28,032)	(28,032)	(7,934)	(7,934)
Bank credit facility(b)	(47,000)	(47,000)	(739,000)	(739,000)
Deferred compensation plan	(222,700)	(222,700)	(187,604)	(187,604)
7.25% senior subordinated notes due 2018(b)	(250,000)	(260,000)	(250,000)	(262,500)
8.00% senior subordinated notes due 2019(b)	(289,505)	(328,500)	(289,185)	(332,250)
6.75% senior subordinated notes due 2020(b)	(500,000)	(550,000)	(500,000)	(542,500)
5.75% senior subordinated notes due 2021(b)	(500,000)	(536,250)	(500,000)	(535,000)
5.00% senior subordinated notes due 2022(b)	(600,000)	(613,500)	(600,000)	(627,000)
5.00% senior subordinated notes due 2023(b)	(750,000)	(766,875)	—	—

(a)Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges. Refer to Note 13 for additional

information.

(b)The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior subordinated notes is basedon end of period market quotes which are Level 2 market values. Refer to Note 8 for additional information.

XML

Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Commitments And Contingencies Disclosure [Line Items]
Interest accrues on alleged damages	12.00%
Estimated damage claimed by plaintiff	$ 140
Revised Loss Contingency Damages Sought	160
Loss contingency accruaed	35.0
Transportation commitments future minimum transportation fees due first quarter change	63.0
Hydraulic fracturing commitment first quarter change	$ 24.0
Number of years transportation commitments future minimum transportation fees due first quarter change	10 years

XML

Derivative Activities - Combined Fair Value of Derivatives by Consolidated Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivatives Fair Value [Line Items]
Derivative assets	$ 27,439	$ 153,267
Derivative liabilities	(28,032)	(7,934)
Natural gas | Swap
Derivatives Fair Value [Line Items]
Derivative assets	(12,701)	7,504
Derivative liabilities	(19,918)
Natural gas | Collars
Derivatives Fair Value [Line Items]
Derivative assets	33,552	122,255
Derivative liabilities	(6,206)	(3,463)
Natural gas | Basis Swaps
Derivatives Fair Value [Line Items]
Derivative assets		993
Crude oil | Swap
Derivatives Fair Value [Line Items]
Derivative assets	1,769	9,650
Derivative liabilities	2,929
Crude oil | Collars
Derivatives Fair Value [Line Items]
Derivative assets	(59)	2,222
Swap NGLs (Natural Gasoline) | C5 swaps
Derivatives Fair Value [Line Items]
Derivative assets	4,844	10,643
Derivative liabilities	3,467	2,275
Swap NGLs (Natural Gasoline) | C3 swaps
Derivatives Fair Value [Line Items]
Derivative assets	34
Derivative liabilities	$ (8,204)	$ (6,746)

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Stock-Based Compensation Plans - Additional Information (Detail) (USD $)	3 Months Ended			12 Months Ended
	Mar. 31, 2013 Plans		Mar. 31, 2012	Dec. 31, 2012
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	3 years
Expiration term of stock options	5 years
Operating expense	$ 30,188,000		$ 29,022,000
Brokered natural gas and marketing expense	22,315,000		4,062,000
Exploration expense	16,780,000		21,516,000
General and administrative	84,058,000		38,729,000
Stock-based compensation expense	1,070,000	[1]		4,049,000	[1]
Active equity-based stock plans	2
Non-cash, Mark-to-market income (loss) related to deferred compensation plan	(42,400,000)		7,800,000
Shares held in rabbi trust total	2,600,000			2,700,000
Vested shares held in rabbi trust	2,200,000			2,300,000
Equity Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	4,300,000		2,100,000
Shares granted to employees	386,000		356,000
Restricted Stock granted average price	$ 71.02		$ 63.37
Vesting period of shares granted to employees	Three-year
Liability Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	4,500,000		4,200,000
Vesting period of shares granted to employees	Three-year		Three-year
Shares granted to employees and directors	125,000		140,000
Restricted stock granted average price	$ 71.40		$ 63.15
Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of stock option outstanding	2,593,809
Share Based Compensation Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Operating expense	661,000		357,000
Brokered natural gas and marketing expense	249,000		453,000
Exploration expense	1,100,000		928,000
General and administrative	10,300,000		8,200,000
Stock-based compensation expense	$ 12,300,000		$ 9,900,000

[1] Includes cost incurred whether capitalized or expensed.

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NEW ACCOUNTING STANDARDS (Table)

3 Months Ended

Mar. 31, 2013

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table details the components of AOCI and related tax effects for the three months ended March 31, 2013 and March 31, 2012 (in thousands).

	2013				2012
	Gross	Tax Effect	Net of Tax	Gross		Tax Effect	Net of Tax
AOCI at beginning of period	$  137,555	$  (53,646)	$  83,909	$  254,678		$  (98,051)	$ 156,627
Derivative contract settlements reclassified to natural gas, NGLs and oil sales	(24,328)	9,488	(14,840)	(57,629)		22,187	(35,442)
Amortization related to de-designated hedges	(12,172)	4,747	(7,425)	—		—	—
Change in unrealized deferred hedging gains	(9,169)	3,576	(5,593)	131,081		(52,107)	78,974
AOCI at March 31	$91,886	$  (35,835)	$56,051	$  328,130		$ (127,971)	$ 200,159

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Indebtedness - Debt Outstanding (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Bank debt	$ 47,000	$ 739,000
Subordinated debt	2,889,505	2,139,185
Total debt	2,936,505	2,878,185
7.25% Senior Subordinated notes due 2018
Debt Instrument [Line Items]
Subordinated debt	250,000	250,000
8.00% Senior Subordinated notes due 2019
Debt Instrument [Line Items]
Subordinated debt	289,505	289,185
6.75% Senior Subordinated notes due 2020
Debt Instrument [Line Items]
Subordinated debt	500,000	500,000
5.75% Senior Subordinated notes due 2021
Debt Instrument [Line Items]
Subordinated debt	500,000	500,000
5.00% Senior Subordinated notes due 2022
Debt Instrument [Line Items]
Subordinated debt	600,000	600,000
5.00% Senior Subordinated notes due 2023
Debt Instrument [Line Items]
Subordinated debt	$ 750,000

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Income Taxes - Income Tax (Benefit) Expense From Continuing Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Tax Expense Benefit [Line Items]
Income tax benefit	$ (47,180)	$ (27,843)
Effective tax rate	38.40%	40.00%

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Costs Incurred for Property Acquisition, Exploration and Development - Costs Incurred for Property Acquisition, Exploration and Development (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013		Dec. 31, 2012
Costs Incurred Oil And Gas Property Acquisition Exploration And Development Activities [Line Items]
Acreage purchases	$ 9,394	[1]	$ 188,843	[1]
Development	309,240	[1]	1,049,129	[1]
Exploration:
Drilling	70,853	[1]	309,816	[1]
Expense	15,710	[1]	65,758	[1]
Stock-based compensation expense	1,070	[1]	4,049	[1]
Gas gathering facilities:
Development	6,789	[1]	41,035	[1]
Subtotal	413,056	[1]	1,658,630	[1]
Asset retirement obligations	1,690	[1]	57,982	[1]
Total costs incurred	$ 414,746	[1]	$ 1,716,612	[1]

[1] Includes cost incurred whether capitalized or expensed.

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Costs Incurred for Property Acquisition, Exploration and Development (Tables)

3 Months Ended

Mar. 31, 2013

Costs Incurred for Property Acquisition, Exploration and Development

	Three MonthsEnded March31, 2013	Year Ended December31, 2012
	(in thousands)
Acreage purchases	$9,394	$188,843
Development	309,240	1,049,129
Exploration:
Drilling	70,853	309,816
Expense	15,710	65,758
Stock-based compensation expense	1,070	4,049
Gas gathering facilities:
Development	6,789	41,035
Subtotal	413,056	1,658,630
Asset retirement obligations	1,690	57,982
Total costs incurred	$414,746	$1,716,612

(a)Includes cost incurred whether capitalized or expensed.

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Indebtedness - Additional Information (Detail) (USD $)	3 Months Ended				3 Months Ended		1 Months Ended					3 Months Ended
	Mar. 31, 2013 CommercialBank	Mar. 31, 2012	Apr. 08, 2013	Dec. 31, 2012	Mar. 31, 2013 5.00% Senior Subordinated notes due 2023	Dec. 31, 2012 5.00% Senior Subordinated notes due 2023	Apr. 30, 2013 7.25% Senior Subordinated notes due 2018	Mar. 31, 2013 7.25% Senior Subordinated notes due 2018	Dec. 31, 2012 7.25% Senior Subordinated notes due 2018	Mar. 31, 2013 Senior note redeemed in March 15, 2018 5.00% Senior Subordinated notes due 2023	Mar. 31, 2013 Senior note redeemed in March 15, 2021 5.00% Senior Subordinated notes due 2023	Mar. 31, 2013 Senior note redeemed in March 15, 2016 5.00% Senior Subordinated notes due 2023	Mar. 31, 2013 Minimum Ratio	Mar. 31, 2013 Maximum Ratio
Debt Instrument [Line Items]
Interest capitalized during the period	$ 0	$ 0
Bank Credit facility, Facility amount	1,750,000,000		1,750,000,000
Bank Credit facility, Borrowing base	2,000,000,000		2,000,000,000
Percentage holding of commercial banks, Maximum	9.00%
Number of commercial banks included in current bank group	28
Notice period for increase in facility amount	20 days
Bank debt	47,000,000			739,000,000
Undrawn letters of credit	84,700,000
Borrowing capacity available under the facility amount	1,600,000,000
Maturity date of loan	Feb. 18, 2016
Spread for Alternate Base Rate													0.50%	1.50%
Spread for LIBOR Rate													1.50%	2.50%
Weighted average interest rate on the bank credit facility	2.10%	2.10%
Annual rate of commitment fee paid on the undrawn balance													0.375%	0.50%
Commitment fee	0.375%
Interest rate margin on LIBOR loans	1.50%
Interest rate margin on base rate loans	0.50%
Aggregate principal amount of senior subordinated notes					750,000,000
Interest rate on senior subordinated notes					5.00%	5.00%		7.25%	7.25%
Issuance of subordinated notes	750,000,000	600,000,000			738,800,000
Discount on Senior Subordinated notes					11,200,000
Maximum redemption price of notes as percentage of principal amount										102.50%	100.00%	105.00%
Maximum percentage of original aggregate amount of notes that can be redeemed												35.00%
Minimum percentage of original aggregate principal amount of notes to remain outstanding immediately after redemption												65.00%
Maximum number of days after the date of the closing of the equity offering that the redemption should occur												60 days
Purchase price of senior subordinate notes as a percentage of principal	101.00%
Announced call for redemption amount of debt							$ 250,000,000
Debt redemption price percent of par							103.625%
Ratio of debt to EBITDAX													1.0	4.25
Current ratio													1.0	1.0

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Fair Value Measurements - Fair Value Hierarchy Table for Assets and Liabilities Measured at Fair Value (Detail) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative assets liabilities at fair value net	$ (593,000)
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Trading securities held in the deferred compensation plans	71,440,000	57,776,000
Fair Value, Measurements, Recurring | Swap
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative assets liabilities at fair value net	(27,880,000)	23,326,000
Fair Value, Measurements, Recurring | Collars
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative assets liabilities at fair value net	27,287,000	121,014,000
Fair Value, Measurements, Recurring | Basis Swap
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative assets liabilities at fair value net		993,000
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Trading securities held in the deferred compensation plans	71,440,000	57,776,000
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Swap
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative assets liabilities at fair value net	(27,880,000)	23,326,000
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Collars
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative assets liabilities at fair value net	27,287,000	121,014,000
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Basis Swap
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative assets liabilities at fair value net		$ 993,000

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Derivative Activities - Derivative Volumes Hedged and Average Hedge Prices (Detail)	Mar. 31, 2013 MMBTU
Collars | Natural Gas 2013
Derivative [Line Items]
Volume Hedged	280,000
Average floor price	4.59
Average cap price	5.05
Collars | Natural Gas 2014
Derivative [Line Items]
Volume Hedged	402,500
Average floor price	3.81
Average cap price	4.47
Collars | Natural Gas 2015
Derivative [Line Items]
Volume Hedged	95,000
Average floor price	4.06
Average cap price	4.48
Collars | Crude Oil 2013
Derivative [Line Items]
Volume Hedged	3,000
Average floor price	90.60
Average cap price	100.00
Collars | Crude Oil 2014
Derivative [Line Items]
Volume Hedged	2,000
Average floor price	85.55
Average cap price	100.00
Swaps | Natural Gas 2013
Derivative [Line Items]
Volume Hedged	256,127
Average hedge price	3.67
Swaps | Natural Gas 2014
Derivative [Line Items]
Volume Hedged	20,000
Average hedge price	4.08
Swaps | Crude Oil 2013
Derivative [Line Items]
Volume Hedged	5,829
Average hedge price	96.73
Swaps | Crude Oil 2014
Derivative [Line Items]
Volume Hedged	6,000
Average hedge price	94.54
Swaps | Crude Oil 2015
Derivative [Line Items]
Volume Hedged	2,000
Average hedge price	90.20
Swaps | NGLs Propane 2013
Derivative [Line Items]
Volume Hedged	7,000
Average hedge price	36.38
Swaps | NGLs Propane 2014
Derivative [Line Items]
Volume Hedged	1,000
Average hedge price	40.32
Sold Swap | NGLs Natural Gasoline 2013
Derivative [Line Items]
Volume Hedged	8,000
Average hedge price	89.64
Re-purchased Swaps | NGLs Natural Gasoline 2013
Derivative [Line Items]
Volume Hedged	1,500
Average hedge price	76.30

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Suspended Exploratory Well Costs - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified			3 Months Ended
	Mar. 31, 2013 Well	Dec. 31, 2012	Mar. 31, 2013 Pennsylvania Well	Mar. 31, 2012 East Texas
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Capitalized exploratory well costs that have been capitalized for more than one year	$ 22,259	$ 11,395
Number of wells waiting on pipeline	6
Number of wells in completion stage	3
Number of wells not operated	5
Number of wells in marcellus shale area			8
Sale of oil and gas properties				75.00%

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DISPOSITIONS

3 Months Ended

Mar. 31, 2013

DISPOSITIONS

(4) DISPOSITIONS

2013 Dispositions

In December 2012, we announced our plan to offer for sale certain of our Delaware and Permian Basin properties in southeast New Mexico and West Texas. The data room opened in early January 2013, and on February26, 2013, we announced we signed a definitive agreement to sell these assets for a price of $275.0 million, subject to normal post-closing adjustments. We closed this disposition on April 1 and estimate that we will recognize a gain of approximately $84.0million in second quarter 2013 related to this sale. In first quarter 2013, we received a deposit of $27.5 million related to this sale, which is reflected as a reduction of assets held for sale.Also in first quarter 2013, we received $10.0 million of proceeds from the sale of miscellaneous oil and gas property in Pennsylvania.

2012 Dispositions

In March 2012, we sold seventy-five percent of a prospect in East Texas which included unproved properties and a suspended exploratory well to a third party for $8.6 million resulting in a pre-tax loss of $10.9 million. As part of this agreement, we retained a carried interest on the first well drilled and an overriding royalty of 2.5% to 5.0% in the prospect.

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Derivative Activities - Schedule of Additional Information Related to Master Netting Arrangements with Derivative Counterparties (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivative Financial Instruments, Liabilities
Derivative [Line Items]
Gross Amounts Offset in the Balance Sheet	$ 18,132	$ 2,801
Gross Amounts of Recognized (Liabilities)	(46,164)	(10,735)
Net Amounts of (Liabilities) Presented in the Balance Sheet	(28,032)	(7,934)
Natural gas | Swap | Derivative Financial Instruments, Liabilities
Derivative [Line Items]
Gross Amounts of Recognized (Liabilities)	(19,918)
Net Amounts of (Liabilities) Presented in the Balance Sheet	(19,918)
Natural gas | Collars | Derivative Financial Instruments, Liabilities
Derivative [Line Items]
Gross Amounts Offset in the Balance Sheet	10,269	420
Gross Amounts of Recognized (Liabilities)	(16,475)	(3,883)
Net Amounts of (Liabilities) Presented in the Balance Sheet	(6,206)	(3,463)
Crude oil | Swap | Derivative Financial Instruments, Liabilities
Derivative [Line Items]
Gross Amounts Offset in the Balance Sheet	3,520
Gross Amounts of Recognized (Liabilities)	(690)
Net Amounts of (Liabilities) Presented in the Balance Sheet	2,830
Swap NGLs (Natural Gasoline) | C5 swaps | Derivative Financial Instruments, Liabilities
Derivative [Line Items]
Gross Amounts Offset in the Balance Sheet	4,343	2,381
Gross Amounts of Recognized (Liabilities)	(877)	(106)
Net Amounts of (Liabilities) Presented in the Balance Sheet	3,466	2,275
Swap NGLs (Natural Gasoline) | C3 swaps | Derivative Financial Instruments, Liabilities
Derivative [Line Items]
Gross Amounts of Recognized (Liabilities)	(8,204)	(6,746)
Net Amounts of (Liabilities) Presented in the Balance Sheet	(8,204)	(6,746)
Derivative Financial Instruments, Assets
Derivative [Line Items]
Gross Amounts of Recognized Assets	50,788	162,276
Gross Amounts Offset in the Balance Sheet	(23,349)	(9,009)
Net Amounts of Assets Presented in theBalance Sheet	27,439	153,267
Derivative Financial Instruments, Assets | Natural gas | Swap
Derivative [Line Items]
Gross Amounts of Recognized Assets		10,746
Gross Amounts Offset in the Balance Sheet	(12,701)	(3,242)
Net Amounts of Assets Presented in theBalance Sheet	(12,701)	7,504
Derivative Financial Instruments, Assets | Natural gas | Collars
Derivative [Line Items]
Gross Amounts of Recognized Assets	42,866	127,991
Gross Amounts Offset in the Balance Sheet	(9,314)	(5,736)
Net Amounts of Assets Presented in theBalance Sheet	33,552	122,255
Derivative Financial Instruments, Assets | Natural gas | Basis Swap
Derivative [Line Items]
Gross Amounts of Recognized Assets		993
Net Amounts of Assets Presented in theBalance Sheet		993
Derivative Financial Instruments, Assets | Crude oil | Swap
Derivative [Line Items]
Gross Amounts of Recognized Assets	2,360	9,650
Gross Amounts Offset in the Balance Sheet	(591)
Net Amounts of Assets Presented in theBalance Sheet	1,769	9,650
Derivative Financial Instruments, Assets | Crude oil | Collars
Derivative [Line Items]
Gross Amounts of Recognized Assets	444	2,222
Gross Amounts Offset in the Balance Sheet	(503)
Net Amounts of Assets Presented in theBalance Sheet	(59)	2,222
Derivative Financial Instruments, Assets | Swap NGLs (Natural Gasoline) | C5 swaps
Derivative [Line Items]
Gross Amounts of Recognized Assets	5,084	10,674
Gross Amounts Offset in the Balance Sheet	(240)	(31)
Net Amounts of Assets Presented in theBalance Sheet	4,844	10,643
Derivative Financial Instruments, Assets | Swap NGLs (Natural Gasoline) | C3 swaps
Derivative [Line Items]
Gross Amounts of Recognized Assets	34
Net Amounts of Assets Presented in theBalance Sheet	$ 34

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Income Taxes - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Taxes [Line Items]
Statutory Tax Rate	35.00%	35.00%

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INDEBTEDNESS (Tables)

3 Months Ended

Mar. 31, 2013

Debt Outstanding

We had the following debt outstanding as of the dates shown below (in thousands) (bank debt interest rate at March31, 2013 is shown parenthetically). No interest was capitalized during the three months ended March31, 2013 or 2012.

	March31, 2013	December31, 2012
Bank debt (3.7%)	$47,000	$739,000
Senior subordinated notes:
7.25% senior subordinated notes due 2018	250,000	250,000
8.00% senior subordinated notes due 2019, net of $10,495 and $10,815 discount, respectively	289,505	289,185
6.75% senior subordinated notes due 2020	500,000	500,000
5.75% senior subordinated notes due 2021	500,000	500,000
5.00% senior subordinated notes due 2022	600,000	600,000
5.00% senior subordinated notes due 2023	750,000	—
Total debt	$2,936,505	$2,878,185

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SUSPENDED EXPLORATORY WELL COSTS (Tables)

3 Months Ended

Mar. 31, 2013

Suspended Exploratory Well Costs

The following table reflects the changes in capitalized exploratory well costs for the three months ended March31, 2013 and the year ended December31, 2012 (in thousands except for number of projects):

	March31, 2013	December31, 2012
Balance at beginning of period	$  57,360	$   93,388
Additions to capitalized exploratory well costs pending the determination of proved reserves	62,640	153,250
Reclassifications to wells, facilities and equipment based on determination of proved reserves	(58,601)	(184,298)
Divested wells	—	(4,980)
Balance at end of period	61,399	57,360
Less exploratory well costs that have been capitalized for a period of one year or less	(39,140)	(45,965)
Capitalized exploratory well costs that have been capitalized for a period greater than one year	$  22,259	$   11,395
Number of projects that have exploratory well costs that have been capitalized for a period greater than one year	9	5

Aging of Capitalized Exploratory Well Costs Suspended more than One Year

The following table provides an aging of capitalized exploratory well costs that have been suspended for more than one year as of March31, 2013 (in thousands):

	Total	2013	2012	2011	2010	2009	2008
Capitalized exploratory well costs that   have been capitalized for more than one year	$ 22,259	$5,854	$ 5,961	$ 5,965	$72	$ 2,884	$ 1,523

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Derivative Activities - Derivative Fair Value (Loss) Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Derivatives Fair Value [Line Items]
Change in fair value of derivatives that do not qualify for hedge accounting	$ (96,802)	[1]	$ (52,056)	[1]
Realized gain (loss) on settlement–natural gas	815	[1],[2]
Realized gain (loss) on settlement–oil	(102)	[1],[2]	(4,622)	[1],[2]
Realized gain (loss) on settlement–NGLs	(895)	[1],[2]	(4,392)	[1],[2]
Hedge ineffectiveness–realized	564		1,185
Hedge ineffectiveness-unrealized	(3,455)		(948)
Derivative fair value loss	$ (99,875)		$ (60,833)

[1] Derivatives that do not qualify or are not designated for hedge accounting.

[2] These amounts represent the realized gains and losses on settled derivatives that do not qualify or are not designated for hedge accounting, which before settlement are included in the category in this same table referred to as change in fair value of derivatives that do not qualify or are not designated for hedge accounting.

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Income (Loss) Per Common Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Stock appreciation rights excluded from earning per share calculation	2.7	2.8

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ASSET RETIREMENT OBLIGATIONS (Tables)

3 Months Ended

Mar. 31, 2013

Asset Retirement Obligations

	ThreeMonths Ended March31, 2013
Beginning of period	$  146,478
Liabilities incurred	1,690
Liabilities settled	(96)
Disposition of wells	(2,816)
Accretion expense	2,717
Change in estimate	-
End of period	147,973
Less current portion	(2,366)
Long-term asset retirement obligations	$145,607

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CAPITAL STOCK (Tables)

3 Months Ended

Mar. 31, 2013

Capital Stock

	Three Months Ended March31, 2013	Year Ended December31, 2012
Beginning balance	162,514,098	161,131,547
Stock options/SARs exercised	206,949	926,425
Restricted stock granted	106,969	354,674
Restricted stock units vested	112,751	57,824
Treasury shares issued	26,026	43,628
Ending balance	162,966,793	162,514,098

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NEW ACCOUNTING STANDARDS

3 Months Ended

Mar. 31, 2013

NEW ACCOUNTING STANDARDS

(3) NEW ACCOUNTING STANDARDS

In December 2011, the FASB issued ASU No.2011-11, “Disclosures about Offsetting Assets and Liabilities” requiring additional disclosures about offsetting and related arrangements. ASU 2011-11 is effective retrospectively for annual reporting periods beginning on or after January1, 2013. Also, in January 2013, the FASB issued ASU No. 2013-01, “Balance Sheet (Topic 210). Clarifying the Scope of Disclosures about offsetting Assets and Liabilities.” ASU 2013-01 limited the disclosures required by ASU No. 2011-11. We adopted these new requirements in first quarter 2013 and they did not have a material effect on our consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220):  Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income.”  ASU 2013-02 requires information to be disclosed about the amounts reclassified out ofAOCI by component.  We adopted this new requirement in first quarter 2013 and it did not have a material effect on our consolidated financial statements.

The following table details the components of AOCI and related tax effects for the three months ended March 31, 2013 and March 31, 2012 (in thousands).

	2013				2012
	Gross	Tax Effect	Net of Tax	Gross		Tax Effect	Net of Tax
AOCI at beginning of period	$  137,555	$  (53,646)	$  83,909	$  254,678		$  (98,051)	$ 156,627
Derivative contract settlements reclassified to natural gas, NGLs and oil sales	(24,328)	9,488	(14,840)	(57,629)		22,187	(35,442)
Amortization related to de-designated hedges	(12,172)	4,747	(7,425)	—		—	—
Change in unrealized deferred hedging gains	(9,169)	3,576	(5,593)	131,081		(52,107)	78,974
AOCI at March 31	$91,886	$  (35,835)	$56,051	$  328,130		$ (127,971)	$ 200,159

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DERIVATIVE ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2013

Derivative Volumes Hedged and Average Hedge Prices

Period	Contract Type	Volume Hedged	Weighted Average Hedge Price
Natural Gas
2013	Collars	280,000 Mmbtu/day	$4.59–$ 5.05
2014	Collars	402,500 Mmbtu/day	$3.81–$ 4.47
2015	Collars	95,000 Mmbtu/day	$4.06–$ 4.48
2013	Swaps	256,127 Mmbtu/day	$3.67
2014	Swaps	20,000 Mmbtu/day	$4.08
Crude Oil
2013	Collars	3,000 bbls/day	$90.60–$ 100.00
2014	Collars	2,000 bbls/day	$85.55–$ 100.00
2013	Swaps	5,829 bbls/day	$96.73
2014	Swaps	6,000 bbls/day	$94.54
2015	Swaps	2,000 bbls day	$90.20
NGLs (Natural Gasoline)
2013	Sold Swaps	8,000 bbls/day	$89.64
2013	Re-purchased Swaps	1,500 bbls/day	$76.30
NGLs (Propane)
2013	Swaps	7,000 bbls/day	$ 36.38
2014	Swaps	1,000 bbls/day	$40.32

Derivative Fair Value (Loss) Income

The following table presents information about the components of derivative fair value loss for the three months ended March31, 2013 and 2012 (in thousands):

	Three Months Ended March31,
	2013	2012
Change in fair value of derivatives that do not qualify or are not designated for hedge accounting (a)	$  (96,802)	$(52,056)
Realized gain on settlement–natural gas (a)(b)	815	—
Realized loss on settlement–oil (a) (b)	(102)	(4,622)
Realized loss on settlement–NGLs (a) (b)	(895)	(4,392)
Hedge ineffectiveness–realized	564	1,185
–unrealized	(3,455)	(948)
Derivative fair value loss	$  (99,875)	$(60,833)

(a)Derivatives that do not qualify or are not designated for hedge accounting.

(b)These amounts represent the realized gains and losses on settled derivatives that do not qualify or are not designated for hedge accounting, which before settlement are included in the category in this same table referred to as change in fair value of derivatives that do not qualify or are not designated for hedge accounting.

Combined Fair Value of Derivatives, by Consolidated Balance Sheets

	March31, 2013	December31, 2012
Derivative assets:
Natural gas–swaps	$(12,701)	$     7,504
–collars	33,552	122,255
–basis swaps	—	993
Crude oil–swaps	1,769	9,650
–collars	(59)	2,222
NGLs–C5 swaps	4,844	10,643
–C3 swaps	34	—
	$  27,439	$ 153,267
Derivative (liabilities):
Natural gas–swaps	$ (19,918)	$—
–collars	(6,206)	(3,463)
Crude oil – swaps	2,929	—
NGLs–C5 swaps	3,467	2,275
–C3 swaps	(8,204)	(6,746)
	$ (28,032)	$   (7,934)

Fair Value of Derivative Contracts by Consolidated Balance Sheets

The table below provides data about the fair value of our derivative contracts. Derivative assets and liabilities shown below are presented as gross assets and liabilities, without regard to master netting arrangements, which are considered in the presentation of derivative assets and liabilities in the accompanying consolidated balance sheets (in thousands).

	March31, 2013			December31, 2012
	Assets	(Liabilities)			Assets	(Liabilities)
	Carrying Value	Carrying Value	Net Carrying Value		Carrying Value	Carrying Value	Net Carrying Value
Derivatives that qualify for cash flow hedge accounting :
Swaps (a)	$15,431	$(6,640)	$8,791		$22,236	$(3,242)	$18,994
Collars (a)	91,591	(10,356)	81,235		129,878	(9,721)	120,157
	$107,022	$(16,996)	$90,026		$152,114	$(12,963)	$139,151
Derivatives that do not qualify for hedge accounting :
Sold swaps (a)	$6,702	$(48,132)	$(41,430)		$7,316	$(8,904)	$(1,588)
Re-purchased swaps (a)	4,759	—	4,759		5,920	—	5,920
Collars (a)	162	(54,110)	(53,948)		857	—	857
Basis swaps (a)	—	—	—		993	—	993
	$11,623	$(102,242)	$(90,619)		$15,086	$(8,904)	$6,182

(a)Included in unrealized derivative gain or loss in the accompanying consolidated balance sheets.

Effects of Cash Flow Hedges and Other Hedges on Accumulated Other Comprehensive Income

The effects of our cash flow hedges (or those derivatives that qualify for hedge accounting) on accumulated other comprehensive income in the accompanying consolidated balance sheets is summarized below (in thousands):

	Three Months Ended March31,
	Change in Hedge DerivativeFairValue		RealizedGain(Loss) ReclassifiedfromOCI into Revenue (a)
	2013	2012		2013	2012
Swaps	$(2,154)	$36,172		$5,768	$19,313
Put options	—	(1,562)		—	—
Collars	(7,015)	96,471		30,732	38,316
Income taxes	3,576	(52,107)		(14,235)	(22,187)
	$(5,593)	$78,974		$22,265	$35,442

(a)For realized gains upon derivative contract settlement, the reduction in AOCI is offset by an increase in natural gas, NGLs and oil sales. For realized

losses upon derivative contract settlement, the increase in AOCI is offset by a decrease in natural gas, NGLs and oil sales.

Effects of Non-Hedge Derivatives on Consolidated Statements of Operations

The effects of our non-hedge derivatives (or those derivatives that do not qualify for hedge accounting) and the ineffective portion of our hedge derivatives on our consolidated statements of operations is summarized below (in thousands):

	Three Months Ended March31,
	Gain (Loss) Recognized in Income (Non-hedge Derivatives)		Gain (Loss) Recognized in Income (Ineffective Portion)		Derivative Fair Value Income (Loss)
	2013	2012	2013	2012	2013	2012
Swaps	$  (43,076)	$(52,985)	$(1,995)	$159	$(45,071)	$(52,826)
Re-purchased swaps	1,185	—	—	—	1,185	—
Collars	(55,003)	(2,502)	(896)	78	(55,899)	(2,424)
Call options	(90)	(5,583)	—	—	(90)	(5,583)
Total	$  (96,984)	$(61,070)	$(2,891)	$237	$(99,875)	$(60,833)

Schedule Of Derivative Off setting Assets and Liabilities Table Text Block

The tables below provide additional information related to our master netting arrangements with our derivative counterparties (in thousands):

	March31, 2013
	Gross Amounts of RecognizedAssets	Gross Amounts Offset in the Balance Sheet	Net Amounts of AssetsPresentedinthe Balance Sheet
Derivative assets:
Natural gas – swaps	$—	$(12,701)	$(12,701)
– collars	42,866	(9,314)	33,552
Crude oil   –swaps	2,360	(591)	1,769
– collars	444	(503)	(59)
NGLs        – C5 swaps	5,084	(240)	4,844
– C3 swaps	34	—	34
	$50,788	$(23,349)	$27,439
	Gross Amounts of Recognized(Liabilities)	Gross Amounts Offset in the Balance Sheet	Net Amounts of (Liabilities)Presentedinthe Balance Sheet
Derivative (liabilities):
Natural gas –swaps	$(19,918)	$—	$(19,918)
– collars	(16,475)	10,269	(6,206)
Crude oil – swaps	(690)	3,520	2,830
NGLs– C5 swaps	(877)	4,343	3,466
– C3 swaps	(8,204)	—	(8,204)
	$(46,164)	$18,132	$(28,032)

	December 31, 2012
	Gross Amounts of RecognizedAssets	Gross Amounts Offset in the Balance Sheet	Net Amounts of AssetsPresentedinthe Balance Sheet
Derivative assets:
Natural gas – swaps	$10,746	$(3,242)	$7,504
– collars	127,991	(5,736)	122,255
– basis swaps	993	—	993
Crude oil– swaps	9,650	—	9,650
– collars	2,222	—	2,222
NGLs   – C5 swaps	10,674	(31)	10,643
	$162,276	$(9,009)	$153,267
	Gross Amounts of Recognized(Liabilities)	Gross Amounts Offset in the Balance Sheet	Net Amounts of (Liabilities)Presentedinthe Balance Sheet
Derivative (liabilities):
Natural gas – collars	$(3,883)	$420	$(3,463)
NGLs       – C5 swaps	(106)	2,381	2,275
– C3 swaps	(6,746)	—	(6,746)
	$(10,735)	$2,801	$(7,934)

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New Accounting Standards - Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated Other Comprehensive Income [Line Items]
AOCI at beginning of period, gross	$ 137,555	$ 254,678
Derivative contract settlements reclassified to natural gas, NGLs and oil sales, gross	(24,328)	(57,629)
Amortization related to de-designated hedges, gross	(12,172)
Change in unrealized deferred hedging gains, gross	(9,169)	131,081
AOCI at March 31, gross	91,886	328,130
AOCI at beginning of period, tax effect	(53,646)	(98,051)
Derivative contract settlements reclassified to natural gas, NGLs and oil sales, tax effect	9,488	22,187
Amortization related to de-designated hedges, tax effect	4,747
Change in unrealized deferred hedging gains, tax	3,576	(52,107)
AOCI at March 31, tax effect	(35,835)	(127,971)
AOCI at beginning of period, net of tax	83,909	156,627
Derivative contract settlements reclassified to natural gas, NGLs and oil sales, net of tax	(14,840)	(35,442)
Amortization related to de-designated hedges, net of tax	(7,425)
Change in unrealized deferred hedging gains, net of tax	(5,593)	78,974
AOCI at March 31, net of tax	$ 56,051	$ 200,159

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Asset Retirement Obligations - Asset Retirement Obligations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Asset Retirement Obligations [Line Items]
Beginning of period	$ 146,478
Liabilities incurred	1,690
Liabilities settled	(96)
Disposition of wells	(2,816)
Accretion expense	2,717
Change in estimate	0
End of period	147,973
Less current portion	(2,366)	(2,470)
Long-term asset retirement obligations	$ 145,607

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Supplemental Cash Flow Information - Supplemental Cash Flow Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net cash provided from operating activities included:
Income taxes (refunded) paid to taxing authorities	$ (162)	$ 196
Interest paid	37,541	29,636
Non-cash investing and financing activities included:
Asset retirement costs capitalized, net	$ 1,690	$ 1,194

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 194	$ 252
Accounts receivable, less allowance for doubtful accounts of $2,368 and $2,374	152,670	167,495
Assets held for sale	165,478
Deferred tax asset	12,646
Unrealized derivative gain	23,052	137,552
Inventory and other	16,600	22,315
Total current assets	370,640	327,614
Unrealized derivative gain	4,387	15,715
Equity method investments	129,954	132,449
Natural gas and oil properties, successful efforts method	8,128,200	8,111,775
Accumulated depletion and depreciation	(1,944,252)	(2,015,591)
Natural gas and oil properties, successful efforts method, net	6,183,948	6,096,184
Transportation and field assets	116,448	117,717
Accumulated depreciation and amortization	(78,149)	(76,150)
Transportation and field assets, net	38,299	41,567
Other assets	139,303	115,206
Total assets	6,866,531	6,728,735
Current liabilities:
Accounts payable	363,273	234,651
Asset retirement obligations	2,366	2,470
Liabilities held for sale	8,346
Accrued liabilities	175,338	139,379
Deferred tax liability		37,924
Accrued interest	38,678	36,248
Unrealized derivative loss	19,662	4,471
Total current liabilities	607,663	455,143
Bank debt	47,000	739,000
Subordinated notes	2,889,505	2,139,185
Deferred tax liability	683,857	698,302
Unrealized derivative loss	8,370	3,463
Deferred compensation liability	222,700	187,604
Asset retirement obligations and other liabilities	150,044	148,646
Total liabilities	4,609,139	4,371,343
Commitments and contingencies
Preferred stock, $1 par, 10,000,000 shares authorized, none issued and outstanding
Common stock, $0.01 par, 475,000,000 shares authorized, issued at March 31, 2013 and 162,641,896 issued at December 31, 2012	1,630	1,626
Common stock held in treasury, shares at March 31, 2013 and 127,798 shares at December 31, 2012	(3,767)	(4,760)
Additional paid-in capital	1,924,619	1,915,627
Retained earnings	278,859	360,990
Accumulated other comprehensive income	56,051	83,909
Total stockholders' equity	2,257,392	2,357,392
Total liabilities and stockholders' equity	$ 6,866,531	$ 6,728,735

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Income (Loss) Per Common Share - Computations of Basic and Diluted (Loss) Income Per Common Share (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Net loss, as reported	$ (75,610)		$ (41,800)
Participating basic earnings	(109)	[1]	(113)	[1]
Basic net loss attributed to common shareholders	(75,719)		(41,913)
Reallocation of participating earnings	0	[1]	0	[1]
Diluted net loss attributed to common shareholders	$ (75,719)		$ (41,913)
Net loss per common share:
Basic	$ (0.47)		$ (0.26)
Diluted	$ (0.47)		$ (0.26)

[1] Restricted Stock Awards represent participating securities because they participate in nonforfeitable dividends or distributions with common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the participating securities. Participating securities, however, do not participate in undistributed net losses.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating activities:
Net loss	$ (75,610)	$ (41,800)
Adjustments to reconcile net loss to net cash provided from operating activities:
Loss from equity method investments, net of distributions	610	251
Deferred income tax benefit	(47,205)	(27,843)
Depletion, depreciation and amortization and impairment	115,101	100,151
Exploration dry hole costs	(159)	709
Mark-to-market on natural gas, NGLs and oil derivatives not designated as hedges	96,802	52,056
Abandonment and impairment of unproved properties	15,218	20,289
Unrealized derivative loss	3,455	948
Amortization of deferred financing costs, loss on extinguishment of debt and other	2,080	1,848
Deferred and stock-based compensation	54,991	2,508
Loss on the sale of assets	166	10,426
Changes in working capital:
Accounts receivable	1,292	11,947
Inventory and other	166	(897)
Accounts payable	5,775	8,962
Accrued liabilities and other	28,567	16,422
Net cash provided from operating activities	201,249	155,977
Investing activities:
Additions to natural gas and oil properties	(259,601)	(376,943)
Additions to field service assets	(1,071)	(1,622)
Acreage purchases	(8,794)	(74,268)
Equity method investments	1,885
Proceeds from disposal of assets	38,196	9,852
Purchases of marketable securities held by the deferred compensation plan	(17,936)	(3,061)
Proceeds from the sales of marketable securities held by the deferred compensation plan	6,316	2,183
Net cash used in investing activities	(241,005)	(443,859)
Financing activities:
Borrowing on credit facilities	368,000	340,000
Repayment on credit facilities	(1,060,000)	(527,000)
Issuance of subordinated notes	750,000	600,000
Dividends paid	(6,521)	(6,473)
Debt issuance costs	(12,098)	(11,242)
Issuance of common stock	343	1,266
Change in cash overdrafts	(12,458)	12,969
Proceeds from the sales of common stock held by the deferred compensation plan	12,432	1,168
Net cash provided from financing activities	39,698	410,688
(Decrease) increase in cash and cash equivalents	(58)	122,806
Cash and cash equivalents at beginning of period	252	92
Cash and cash equivalents at end of period	$ 194	$ 122,898

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Derivative Activities - Effects of Cash Flow Hedges and Other Hedges on Accumulated Other Comprehensive Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Derivative Instruments Gain Loss [Line Items]
Change in Hedge Derivative Fair Value	$ (9,169)	$ 131,081
Change in unrealized deferred hedging gains, tax effect	3,576	(52,107)
Realized Gain Reclassified from AOCI into Revenue, Income taxes	(14,235)	(22,187)
Change in unrealized deferred hedging (losses) gains, net of taxes	(5,593)	78,974
Realized gain on hedge derivative contract settlements reclassified into earnings from other comprehensive income, net of taxes	22,265	35,442
Swap
Derivative Instruments Gain Loss [Line Items]
Change in Hedge Derivative Fair Value	(2,154)	36,172
Realized Gain (Loss) Reclassified from OCI into Revenue	5,768	19,313
Put Option
Derivative Instruments Gain Loss [Line Items]
Change in Hedge Derivative Fair Value		(1,562)
Collars
Derivative Instruments Gain Loss [Line Items]
Change in Hedge Derivative Fair Value	(7,015)	96,471
Realized Gain (Loss) Reclassified from OCI into Revenue	$ 30,732	$ 38,316

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

3 Months Ended

Mar. 31, 2013

Supplemental Cash Flow Information

	ThreeMonthsEnded March 31,
	2013	2012
	(in thousands)
Net cash provided from operating activities included:
Income taxes (refunded) paid to taxing authorities	$        (162)	$196
Interest paid	37,541	29,636
Non-cash investing and financing activities included:
Asset retirement costs capitalized, net	1,690	1,194

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Fair Value Measurements - Carrying Amounts and Fair Values of Financial Instruments (Parenthetical) (Detail)	Mar. 31, 2013	Dec. 31, 2012
7.25% Senior Subordinated notes due 2018
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest rate on senior subordinated notes	7.25%	7.25%
8.00% Senior Subordinated notes due 2019
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest rate on senior subordinated notes	8.00%	8.00%
6.75% Senior Subordinated notes due 2020
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest rate on senior subordinated notes	6.75%	6.75%
5.75% Senior Subordinated Notes due 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest rate on senior subordinated notes	5.75%	5.75%
5.00% Senior Subordinated notes due 2022
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest rate on senior subordinated notes	5.00%	5.00%
5.00% senior subordinated notes due 2023
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest rate on senior subordinated notes	5.00%

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Costs Incurred for Property Acquisition, Exploration and Development

3 Months Ended

Mar. 31, 2013

Costs Incurred for Property Acquisition, Exploration and Development

(17) Costs Incurred for Property Acquisition, Exploration and Development (a)

	Three MonthsEnded March31, 2013	Year Ended December31, 2012
	(in thousands)
Acreage purchases	$9,394	$188,843
Development	309,240	1,049,129
Exploration:
Drilling	70,853	309,816
Expense	15,710	65,758
Stock-based compensation expense	1,070	4,049
Gas gathering facilities:
Development	6,789	41,035
Subtotal	413,056	1,658,630
Asset retirement obligations	1,690	57,982
Total costs incurred	$414,746	$1,716,612

(a)Includes cost incurred whether capitalized or expensed.

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Capitalized Costs and Accumulated Depreciation, Depletion and Amortization (Tables)

3 Months Ended

Mar. 31, 2013

Capitalized Costs and Accumulated Depreciation, Depletion and Amortization

	March31, 2013	December31, 2012
	(in thousands)
Natural gas and oil properties:
Properties subject to depletion	$7,396,037	$7,368,308
Unproved properties	732,163	743,467
Total	8,128,200	8,111,775
Accumulated depreciation, depletion and amortization	(1,944,252)	(2,015,591)
Net capitalized costs	$6,183,948	$6,096,184

(a)Includes capitalized asset retirement costs and the associated accumulated amortization.

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BASIS OF PRESENTATION (Tables)

3 Months Ended

Mar. 31, 2013

Long Lived Assets Held-for-sale

	March 31, 2013
Composition of assets held for sale:
Oil and gas properties	$161,140
Transportation and field assets	3
Accounts receivable and other	4,117
Inventory	218
	$165,478
Composition of liabilities held for sale:
Accounts payable	$(354)
Asset retirement obligation	(2,816)
Accrued liabilities	(5,176)
	$(8,346)

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Stock-Based Compensation Plans - Stock Option And SARs Activities (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013
Schedule Of Stock Option Activity [Line Items]
Beginning Balance, Shares	3,433,362
Granted, Shares	116,413
Exercised, Shares	(919,085)
Expired/forfeited, Shares	(36,881)
Ending Balance, Shares	2,593,809
Beginning Balance, Weighted Average Exercise Price	$ 52.52
Granted, Weighted Average Exercise Price	$ 69.23
Exercised, Weighted Average Exercise Price	$ 52.52
Expired/forfeited, Weighted Average Exercise Price	$ 52.64
Ending Balance, Weighted Average Exercise Price	$ 53.24

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2013

SUMMARY OF ORGANIZATION AND NATURE OF BUSINESS

(1) SUMMARY OF ORGANIZATION AND NATURE OF BUSINESS

Range Resources Corporation (“Range,” “we,” “us,” or “our”) is a Fort Worth, Texas-based independent natural gas, natural gas liquids (“NGLs”) and oil company primarily engaged in the exploration, development and acquisition of natural gas and oil properties in the Appalachian and Southwestern regions of the United States. Our objective is to build stockholder value through consistent growth in reserves and production on a cost-efficient basis. Range is a Delaware corporation with our common stock listed and traded on the New York Stock Exchange under the symbol “RRC.”

BASIS OF PRESENTATION

(2) BASIS OF PRESENTATION

Presentation

These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Range Resources Corporation 2012 Annual Report on Form 10-K filed on February27, 2013. The results of operations for the quarter ended March31, 2013 are not necessarily indicative of the results to be expected for the full year. These consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for fair presentation of the results for the periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed. These consolidated financial statements, including selected notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Certain reclassifications have been made to prior year’s reported amounts in order to conform with the current year presentation. These reclassifications include gas purchases and other marketing costs which were previously reported in other income and are currently reported as a separate operating expense. These reclassifications have no impact on previously reported net income.

In first quarter 2012, the Pennsylvania legislature passed an “impact fee” on unconventional natural gas and oil production.The impact fee is a per well annual fee imposed for a period of fifteen years on all unconventional wells drilled in Pennsylvania. The fee is based on the average annual price of natural gas and the Consumer Price Index. The annual fee per well declines each year over the fifteen year time period as long as the well is producing. In the first three months of 2012, we recorded a retroactive impact fee of $24.0 million for wells drilled during 2011 and prior. This expense is reflected in our statements of operations category production and ad valorem taxes.

Assets Held for Sale

Any properties held for sale as of the balance sheet date are separately presented on the accompanying balance sheets at the lower of net book value or fair value less the cost to sell. The asset retirement obligations liabilities related to such properties have been reclassified to liabilities held for sale. On February 26, 2013, we announced we signed a definitive agreement to sell certain of our Permian and Delaware Basin properties for a price of $275.0 million, subject to normal post-closing adjustments.  Refer to Note 4 for additional discussion on these assets.  As of March 31, 2013, the carrying value of these assets held for sale is composed of the following (in thousands).

	March 31, 2013
Composition of assets held for sale:
Oil and gas properties	$161,140
Transportation and field assets	3
Accounts receivable and other	4,117
Inventory	218
	$165,478
Composition of liabilities held for sale:
Accounts payable	$(354)
Asset retirement obligation	(2,816)
Accrued liabilities	(5,176)
	$(8,346)

De-designation of commodity derivative contracts

Effective March1, 2013, we elected to discontinue hedge accounting prospectively.After March 1, 2013, both realized and unrealized gains and losses will be recognized in earnings immediately each quarter as derivative contracts are settled and markedtomarket. Forfirst quarter 2013, unrealized losses of $81.4million were included in our statements of operations that, prior to March1, 2013, would have been deferred in accumulated other comprehensive income (“AOCI”)if we continued using hedge accounting. Refer to Note 11 for additional information.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Allowance for doubtful accounts on accounts receivable	$ 2,368	$ 2,374
Preferred stock, par value	$ 1	$ 1
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	475,000,000	475,000,000
Common stock, shares issued	163,068,565	162,641,896
Common stock held in treasury, shares	101,772	127,798

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2013

FAIR VALUE MEASUREMENTS

(12) FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three approaches for measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to measure fair value by converting future amounts, such as cash flows or earnings, into a single present value amount using current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace the service capacity of an asset. This is often referred to as current replacement cost. The cost approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. These standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the fair value hierarchy while Level 3 inputs are given the lowest priority. The three levels of the fair value hierarchy are as follows:

•Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

•Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

•Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy.

Fair Values – Recurring

We use a market approach for our recurring fair value measurements and endeavor to use the best information available. Accordingly, valuation techniques that maximize the use of observable impacts are favored. The following tables present the fair value hierarchy table for assets and liabilities measured at fair value, on a recurring basis (in thousands):

	Fair Value Measurements at March31, 2013 using:
	QuotedPrices in Active Markets for IdenticalAssets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total Carrying Valueasof March31, 2013
Trading securities held in the deferred compensation plans	$71,440	$ —	$—	$71,440
Derivatives–swaps	—	(27,880)	—	(27,880)
–collars	—	27,287	—	27,287

	Fair Value Measurements at December31, 2012 using:
	Quoted Prices in Active Markets for IdenticalAssets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total Carrying Value as of December31, 2012
Trading securities held in the deferred compensation plans	$57,776	$ —	$—	$57,776
Derivatives–swaps	—	23,326	—	23,326
–collars	—	121,014	—	121,014
–basis swaps	—	993	—	993

Our trading securities in Level 1 are exchange-traded and measured at fair value with a market approach using end of period market values. Derivatives in Level 2 are measured at fair value with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes.

Our trading securities held in the deferred compensation plan are accounted for using the mark-to-market accounting method and are included in other assets in the accompanying consolidated balance sheets. We elected to adopt the fair value option to simplify our accounting for the investments in our deferred compensation plan. Interest, dividends, and mark-to-market gains or losses are included in deferred compensation plan expense in the accompanying statement of operations. For first quarter 2013, interest and dividends were $40,000 and the mark-to-market adjustment was a gain of $1.6 million. For first quarter 2012, interest and dividends were $62,000 and the mark-to-market adjustment was a gain of $4.0 million.

Fair Values—Reported

The following table presents the carrying amounts and the fair values of our financial instruments as of March31, 2013 and December31, 2012 (in thousands):

	March31, 2013		December31, 2012
	Carrying Value	Fair Value	Carrying Value	Fair Value
Assets:
Commodity swaps and collars	$27,439	$27,439	$153,267	$153,267
Marketable securities(a)	71,440	71,440	57,776	57,776
(Liabilities):
Commodity swaps and collars	(28,032)	(28,032)	(7,934)	(7,934)
Bank credit facility(b)	(47,000)	(47,000)	(739,000)	(739,000)
Deferred compensation plan	(222,700)	(222,700)	(187,604)	(187,604)
7.25% senior subordinated notes due 2018(b)	(250,000)	(260,000)	(250,000)	(262,500)
8.00% senior subordinated notes due 2019(b)	(289,505)	(328,500)	(289,185)	(332,250)
6.75% senior subordinated notes due 2020(b)	(500,000)	(550,000)	(500,000)	(542,500)
5.75% senior subordinated notes due 2021(b)	(500,000)	(536,250)	(500,000)	(535,000)
5.00% senior subordinated notes due 2022(b)	(600,000)	(613,500)	(600,000)	(627,000)
5.00% senior subordinated notes due 2023(b)	(750,000)	(766,875)	—	—

(a)Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges. Refer to Note 13 for additional

information.

(b)The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior subordinated notes is basedon end of period market quotes which are Level 2 market values. Refer to Note 8 for additional information.

Our current assets and liabilities contain financial instruments, the most significant of which are trade accounts receivable and payable. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1)the short-term duration of the instruments and (2)our historical incurrence of and expected future insignificance of bad debt expense.

Concentrations of Credit Risk

As of March31, 2013, our primary concentrations of credit risk are the risks of collecting accounts receivable and the risk of counterparties’ failure to perform under derivative obligations. Most of our receivables are from a diverse group of companies, including major energy companies, pipeline companies, local distribution companies, financial institutions and end-users in various industries. Letters of credit or other appropriate security are obtained as necessary to limit our risk of loss. Our allowance for uncollectible receivables was $2.4 million at March31, 2013 and December31, 2012. As of March31, 2013, our derivative contracts consist of swaps and collars. Our exposure is diversified primarily among major investment grade financial institutions, the majority of which we have master netting agreements which provide for offsetting payables against receivables from separate derivative contracts. To manage counterparty risk associated with our derivatives, we select and monitor our counterparties based on our assessment of their financial strength and/or credit ratings. We may also limit the level of exposure with any single counterparty. At March31, 2013, our derivative counterparties include fifteen financial institutions, of which all but two are secured lenders in our bank credit facility. At March31, 2013, our net derivative assets include a receivable from the two counterparties not included in our bank credit facility of $3.4million. For those counterparties that are not secured lenders in our bank credit facility or for which we do not have master netting arrangements, net derivative asset values are determined, in part, by reviewing credit default swap spreads for the counterparties. Net derivative liabilities are determined, in part, by using our market-based credit spread. None of our derivative contracts have margin requirements or collateral provisions that would require funding prior to the scheduled cash settlement date. We have also entered into the International Swaps and Derivatives Association Master Agreements (“ISDA Agreements”) with our counterparties. The terms of the ISDA Agreements provide us and our counterparties with rights of set off upon the occurrence of defined acts of default by either us or a counterparty to a derivative, whereby the party not in default may set off all derivative liabilities owed to the defaulting party against all derivative asset receivables from the defaulting party.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	Apr. 23, 2013
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	RRC
Entity Registrant Name	RANGE RESOURCES CORP
Entity Central Index Key	0000315852
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		163,072,587

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STOCK-BASED COMPENSATION PLANS

3 Months Ended

Mar. 31, 2013

STOCK-BASED COMPENSATION PLANS

(13) STOCK-BASED COMPENSATION PLANS

Stock-Based Awards

Stock options represent the right to purchase shares of stock in the future at the fair value of the stock on the date of grant. Most stock options granted under our stock option plans vest over a three-year period and expire five years from the date they are granted. Beginning in 2005, we began granting SARs to reduce the dilutive impact of our equity plans. Similar to stock options, SARs represent the right to receive a payment equal to the excess of the fair market value of shares of common stock on the date the right is exercised over the value of the stock on the date of grant. All SARs granted under the 2005 Plan will be settled in shares of stock, vest over a three-year period and have a maximum term of five years from the date they are granted. Beginning in first quarter 2011, the Compensation Committee also began granting restricted stock units under our equity-based stock compensation plans. These restricted stock units, which we refer to as restricted stock Equity Awards, vest over a three-year period. All awards granted have been issued at prevailing market prices at the time of grant and the vesting of these shares is based upon an employee’s continued employment with us.

The Compensation Committee also grants restricted stock to certain employees and non-employee directors of the Board of Directors as part of their compensation. Upon grant of these restricted shares, which we refer to as restricted Liability Awards, the shares are placed in our deferred compensation plan and, upon vesting, employees are allowed to take withdrawals either in cash or in stock. Compensation expense is recognized over the balance of the vesting period, which is typically three years for employee grants and immediate vesting for non-employee directors. All restricted stock awards are issued at prevailing market prices at the time of the grant and vesting is based upon an employee’s continued employment with us. Prior to vesting, all restricted stock awards have the right to vote such shares and receive dividends thereon. These Liability Awards are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market adjustment is reported in deferred compensation plan expense in the accompanying consolidated statements of operations.

Total Stock-Based Compensation Expense

Stock-based compensation represents amortization of restricted stock grants and SARs expense. In first quarter 2013, stock-based compensation was allocated to operating expense ($661,000), brokered natural gas and marketing expense($249,000),exploration expense ($1.1 million) and general and administrative expense ($10.3million) for a total expense of $12.3 million. In first quarter 2012, stock-based compensation was allocated to operating expense ($357,000), brokered natural gas and marketing expense ($453,000),exploration expense ($928,000) and general and administrative expense ($8.2million) for a total expense of $9.9 million. Unlike the other forms of stock-based compensation mentioned above, the mark-to-market adjustment of the liability related to the vested restricted stock held in our deferred compensation plans is directly tied to the change in our stock price and not directly related to the functional expenses and therefore, is not allocated to the functional categories.

Stock and Option Plans

We have two active equity-based stock plans, the 2005 Plan and the Director Plan. Under these plans, incentive and non-qualified stock options, SARs, restricted stock units and various other awards may be issued to directors and employees pursuant to decisions of the Compensation Committee, which is made up of non-employee, independent directors from the Board of Directors. All awards granted under these plans have been issued at prevailing market prices at the time of the grant. Of the 2.6 million grants outstanding at March31, 2013, all are grants relating to SARs. Information with respect to stock option and SARs activities is summarized below.

	Shares	Weighted Average ExercisePrice
Outstanding at December31, 2012	3,433,362	$52.52
Granted	116,413	69.23
Exercised	(919,085)	52.52
Expired/forfeited	(36,881)	52.64
Outstanding at March31, 2013	2,593,809	$53.24

Stock Appreciation Right Awards

During first three months 2013, we granted SARs to officers and non-officer employees. The weighted average grant date fair value of these SARs, based on our Black-Scholes-Merton assumptions, is shown below:

	ThreeMonths Ended March31, 2013
Weighted average exercise price per share	$69.23
Expected annual dividends per share	0.23%
Expected life in years	3.7
Expected volatility	34%
Risk-free interest rate	0.6%
Weighted average grant date fair value	$18.41

Restricted Stock Awards

Equity Awards

In first three months 2013, we granted 386,000 restricted stock Equity Awards to employees at an average grant price of $71.02compared to 356,000restricted stock Equity Awards granted to employees at an average grant price of $63.37 in the same period of 2012. These awards generally vest over a three-year period. We recorded compensation expense for theseEquity Awards of $4.3 million in the first three months 2013 compared to $2.1 million in the same period of 2012. Equity Awards are not issued to employees until they are vested. Employees do not have the option to receive cash.

Liability Awards

In first three months 2013, we granted 125,000 shares of restricted stock Liability Awards as compensation to employees at an average price of $71.40 with vesting generally over a three-year period. In the same period of 2012, we granted 140,000 shares of Liability Awards as compensation to employees at an average price of $63.15 with vesting generally over a three-year period. We recorded compensation expense for Liability Awards of $4.5 million in first three months 2013 compared to $4.2 million in the same period of 2012. Substantially all of these awards are held in our deferred compensation plan, are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market adjustment is reported in the deferred compensation expense in our consolidated statements of operations (see additional discussion below).

A summary of the status of our non-vested restricted stock outstanding at March31, 2013 is summarized below:

	Equity Awards		Liability Awards
	Shares	Weighted AverageGrant DateFairValue	Shares	Weighted AverageGrant DateFairValue
Outstanding at December 31, 2012	349,156	$59.08	423,478	$58.91
Granted	385,688	71.02	125,236	71.40
Vested	(50,404)	57.06	(86,161)	57.11
Forfeited	(3,523)	57.99	(14,442)	56.78
Outstanding at March 31, 2013	680,917	$66.00	448,111	$62.82

Deferred Compensation Plan

Our deferred compensation plan gives directors, officers and key employees the ability to defer all or a portion of their salaries and bonuses and invest in Range common stock or make other investments at the individual’s discretion. Range provides a partial matching contribution which vests over three years. The assets of the plans are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our creditors in the event of bankruptcy or insolvency. Our stock held in the Rabbi Trust is treated as a liability award as employees are allowed to take withdrawals from the Rabbi Trust either in cash or in Range stock. The liability for the vested portion of the stock held in the Rabbi Trust is reflected in the deferred compensation liability in the accompanying consolidated balance sheets and is adjusted to fair value each reporting period by a charge or credit to deferred compensation plan expense on our consolidated statements of operations. The assets of the Rabbi Trust, other than our common stock, are invested in marketable securities and reported at their market value in other assets in the accompanying consolidated balance sheets. The deferred compensation liability reflects the vested market value of the marketable securities and Range stock held in the Rabbi Trust. Changes in the market value of the marketable securities and changes in the fair value of the deferred compensation plan liability are charged or credited to deferred compensation plan expense each quarter. We recorded mark-to-market loss of $42.4million in first quarter 2013 compared to mark-to-market gain of $7.8 million in first quarter 2012. The Rabbi Trust held 2.6 million shares (2.2 million of vested shares) of Range stock at March31, 2013 compared to 2.7million shares (2.3 million of vested shares) at December31, 2012.

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues and other income:
Natural gas, NGLs and oil sales	$ 398,239	$ 317,617
Derivative fair value loss	(99,875)	(60,833)
Loss on the sale of assets	(166)	(10,426)
Brokered natural gas, marketing and other	21,041	4,597
Total revenues and other income	319,239	250,955
Costs and expenses:
Direct operating	30,188	29,022
Transportation, gathering and compression	62,416	40,820
Production and ad valorem taxes	11,383	36,634
Brokered natural gas and marketing	22,315	4,062
Exploration	16,780	21,516
Abandonment and impairment of unproved properties	15,218	20,289
General and administrative	84,058	38,729
Deferred compensation plan	42,360	(7,830)
Interest expense	42,210	37,205
Depletion, depreciation and amortization	115,101	100,151
Total costs and expenses	442,029	320,598
Loss from operations before income taxes	(122,790)	(69,643)
Income tax (benefit) expense
Current	25
Deferred	(47,205)	(27,843)
Total income tax expense	(47,180)	(27,843)
Net loss	$ (75,610)	$ (41,800)
Net loss per common share:
Basic	$ (0.47)	$ (0.26)
Diluted	$ (0.47)	$ (0.26)
Dividends per common share	$ 0.04	$ 0.04
Weighted average common shares outstanding:
Basic	160,125	158,913
Diluted	160,125	158,913

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SUSPENDED EXPLORATORY WELL COSTS

3 Months Ended

Mar. 31, 2013

SUSPENDED EXPLORATORY WELL COSTS

(7) SUSPENDED EXPLORATORY WELL COSTS

We capitalize exploratory well costs until a determination is made that the well has either found proved reserves or that it is impaired. Capitalized exploratory well costs are presented in natural gas and oil properties in the accompanying consolidated balance sheets. If an exploratory well is determined to be impaired, the well costs are charged to exploration expense in the accompanying consolidated statements of operations.

The following table reflects the changes in capitalized exploratory well costs for the three months ended March31, 2013 and the year ended December31, 2012 (in thousands except for number of projects):

	March31, 2013	December31, 2012
Balance at beginning of period	$  57,360	$   93,388
Additions to capitalized exploratory well costs pending the determination of proved reserves	62,640	153,250
Reclassifications to wells, facilities and equipment based on determination of proved reserves	(58,601)	(184,298)
Divested wells	—	(4,980)
Balance at end of period	61,399	57,360
Less exploratory well costs that have been capitalized for a period of one year or less	(39,140)	(45,965)
Capitalized exploratory well costs that have been capitalized for a period greater than one year	$  22,259	$   11,395
Number of projects that have exploratory well costs that have been capitalized for a period greater than one year	9	5

As of March31, 2013, $22.3 million of capitalized exploratory well costs have been capitalized for more than one year with six of the wells waiting on pipelines and three of the wells currently in the completion stage.Five of the wells are not operated by us and eight of the wells are in Pennsylvania.In first quarter 2012, we sold a seventy-five percent interest in an East Texas exploratory well. Refer to Note 4 for additional information.

The following table provides an aging of capitalized exploratory well costs that have been suspended for more than one year as of March31, 2013 (in thousands):

	Total	2013	2012	2011	2010	2009	2008
Capitalized exploratory well costs that   have been capitalized for more than one year	$ 22,259	$5,854	$ 5,961	$ 5,965	$72	$ 2,884	$ 1,523

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INCOME (LOSS) PER COMMON SHARE

3 Months Ended

Mar. 31, 2013

INCOME (LOSS) PER COMMON SHARE

(6) LOSS PER COMMON SHARE

Basic income or loss per share attributable to common shareholders is computed as (1)income or loss attributable to common shareholders (2)less income allocable to participating securities (3)divided by weighted average basic shares outstanding. Diluted income or loss per share attributable to common stockholders is computed as (1)basic income or loss attributable to common shareholders (2)plus diluted adjustments to income allocable to participating securities (3)divided by weighted average diluted shares outstanding.The following tables set forth a reconciliation of income or loss attributable to common shareholders to basic income or loss attributable to common shareholders to diluted income or loss attributable to common shareholders (in thousands except per share amounts):

	Three Months Ended March 31, 2013	Three Months Ended March 31, 2012
Net loss, as reported	$  (75,610)	$  (41,800)
Participating basic earnings (a)	(109)	(113)
Basic net loss attributed to common shareholders	(75,719)	(41,913)
Reallocation of participating earnings(a)	—	—
Diluted net loss attributed to common shareholders	$(75,719)	$  (41,913)
Net loss per common share:
Basic	$  (0.47)	$      (0.26)
Diluted	$ (0.47)	$      (0.26)

(a)Restricted Stock Awards represent participating securities because they participate in nonforfeitable dividends or distributions with common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the participating securities. Participating securities, however, do not participate in undistributed net losses.

The following table provides a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding (in thousands):

	Three Months Ended March31,
	2013	2012
Denominator:
Weighted average common shares outstanding – basic	160,125	158,913
Effect of dilutive securities:
Director and employee stock options and SARs	—	—
Weighted average common shares outstanding – diluted	160,125	158,913

Weighted average common shares – basic for the three months ended March31, 2013 excludes 2.7 million shares and the three months ended March31, 2012 excludes 2.8million shares of restricted stock held in our deferred compensation plans (although all awards are issued and outstanding upon grant). Due to our loss from operations for the three months ended March 31, 2013 and March31, 2012, we excluded all outstanding stock appreciation rights (“SARs”) and restricted stock from the computations of diluted net loss per share because the effect would have been anti-dilutive to the computations.

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NEW ACCOUNTING STANDARDS (Policies)

3 Months Ended

Mar. 31, 2013

Disclosures about Offsetting Assets and Liabilities

In December 2011, the FASB issued ASU No.2011-11, “Disclosures about Offsetting Assets and Liabilities” requiring additional disclosures about offsetting and related arrangements. ASU 2011-11 is effective retrospectively for annual reporting periods beginning on or after January1, 2013. Also, in January 2013, the FASB issued ASU No. 2013-01, “Balance Sheet (Topic 210). Clarifying the Scope of Disclosures about offsetting Assets and Liabilities.” ASU 2013-01 limited the disclosures required by ASU No. 2011-11. We adopted these new requirements in first quarter 2013 and they did not have a material effect on our consolidated financial statements.

Comprehensive Income

In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220):  Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income.”  ASU 2013-02 requires information to be disclosed about the amounts reclassified out ofAOCI by component.  We adopted this new requirement in first quarter 2013 and it did not have a material effect on our consolidated financial statements.

The following table details the components of AOCI and related tax effects for the three months ended March 31, 2013 and March 31, 2012 (in thousands).

	2013				2012
	Gross	Tax Effect	Net of Tax	Gross		Tax Effect	Net of Tax
AOCI at beginning of period	$  137,555	$  (53,646)	$  83,909	$  254,678		$  (98,051)	$ 156,627
Derivative contract settlements reclassified to natural gas, NGLs and oil sales	(24,328)	9,488	(14,840)	(57,629)		22,187	(35,442)
Amortization related to de-designated hedges	(12,172)	4,747	(7,425)	—		—	—
Change in unrealized deferred hedging gains	(9,169)	3,576	(5,593)	131,081		(52,107)	78,974
AOCI at March 31	$91,886	$  (35,835)	$56,051	$  328,130		$ (127,971)	$ 200,159

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SUPPLEMENTAL CASH FLOW INFORMATION

3 Months Ended

Mar. 31, 2013

SUPPLEMENTAL CASH FLOW INFORMATION

(14) SUPPLEMENTAL CASH FLOW INFORMATION

	ThreeMonthsEnded March 31,
	2013	2012
	(in thousands)
Net cash provided from operating activities included:
Income taxes (refunded) paid to taxing authorities	$        (162)	$196
Interest paid	37,541	29,636
Non-cash investing and financing activities included:
Asset retirement costs capitalized, net	1,690	1,194

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CAPITAL STOCK

3 Months Ended

Mar. 31, 2013

CAPITAL STOCK

(10) CAPITAL STOCK

We have authorized capital stock of 485.0million shares which includes 475.0million shares of common stock and 10.0million shares of preferred stock. We currently have no preferred stock issued or outstanding. The following is a schedule of changes in the number of common shares outstanding since the beginning of 2012:

	Three Months Ended March31, 2013	Year Ended December31, 2012
Beginning balance	162,514,098	161,131,547
Stock options/SARs exercised	206,949	926,425
Restricted stock granted	106,969	354,674
Restricted stock units vested	112,751	57,824
Treasury shares issued	26,026	43,628
Ending balance	162,966,793	162,514,098

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Derivative Activities - Effects of Non-Hedge Derivatives on Consolidated Statement of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Derivative Financial Instruments [Line Items]
Gain (Loss) Recognized in Income (Non-hedge Derivatives)	$ (96,984)	$ (61,070)
Gain (Loss) Recognized in Income (Ineffective Portion)	(2,891)	237
Derivative Fair Value Income (Loss)	(99,875)	(60,833)
Swap
Derivative Financial Instruments [Line Items]
Gain (Loss) Recognized in Income (Non-hedge Derivatives)	(43,076)	(52,985)
Gain (Loss) Recognized in Income (Ineffective Portion)	(1,995)	159
Derivative Fair Value Income (Loss)	(45,071)	(52,826)
Purchased Swaps
Derivative Financial Instruments [Line Items]
Gain (Loss) Recognized in Income (Non-hedge Derivatives)	1,185
Derivative Fair Value Income (Loss)	1,185
Collars
Derivative Financial Instruments [Line Items]
Gain (Loss) Recognized in Income (Non-hedge Derivatives)	(55,003)	(2,502)
Gain (Loss) Recognized in Income (Ineffective Portion)	(896)	78
Derivative Fair Value Income (Loss)	(55,899)	(2,424)
Call Option
Derivative Financial Instruments [Line Items]
Gain (Loss) Recognized in Income (Non-hedge Derivatives)	(90)	(5,583)
Derivative Fair Value Income (Loss)	$ (90)	$ (5,583)

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INDEBTEDNESS

3 Months Ended

Mar. 31, 2013

INDEBTEDNESS

(8) INDEBTEDNESS

We had the following debt outstanding as of the dates shown below (in thousands) (bank debt interest rate at March31, 2013 is shown parenthetically). No interest was capitalized during the three months ended March31, 2013 or 2012.

	March31, 2013	December31, 2012
Bank debt (3.7%)	$47,000	$739,000
Senior subordinated notes:
7.25% senior subordinated notes due 2018	250,000	250,000
8.00% senior subordinated notes due 2019, net of $10,495 and $10,815 discount, respectively	289,505	289,185
6.75% senior subordinated notes due 2020	500,000	500,000
5.75% senior subordinated notes due 2021	500,000	500,000
5.00% senior subordinated notes due 2022	600,000	600,000
5.00% senior subordinated notes due 2023	750,000	—
Total debt	$2,936,505	$2,878,185

Bank Debt

In February 2011, we entered into an amended and restated revolving bank facility, which we refer to as our bank debt or our bank credit facility, which is secured by substantially all of our assets. The bank credit facility provides for an initial commitment equal to the lesser of the facility amount or the borrowing base. On March31, 2013, the facility amount was $1.75 billion and the borrowing base was $2.0 billion. The bank credit facility provides for a borrowing base subject to redeterminations semi-annually and for event-driven unscheduled redeterminations. As part of our semi-annual bank review completed on April 8, 2013, our borrowing base was reaffirmed at $2.0 billion and our facility amount was also reaffirmed at $1.75 billion. Our current bank group is composed of twenty-eight financial institutions, with no one bank holding more than 9% of the total facility. The facility amount may be increased to the borrowing base amount with twentydays notice, subject to the banks agreeing to participate in the facility increase and payment of a mutually acceptable commitment fee to those banks.As of March31, 2013, the outstanding balance under our bank credit facility was $47.0 million. Additionally, we had $84.7million of undrawn letters of credit leaving $1.6billion of borrowing capacity available under the facility amount. The facility matures on February18, 2016. Borrowings under the bank facility can either be at the Alternate Base Rate (as defined) plus a spread ranging from 0.50% to 1.5% or LIBOR borrowings at the Adjusted LIBO Rate (as defined) plus a spread ranging from 1.5% to 2.5%. The applicable spread is dependent upon borrowings relative to the borrowing base. We may elect, from time to time, to convert all or any part of our LIBOR loans to base rate loans or to convert all or any of the base rate loans to LIBOR loans. The weighted average interest rate was 2.1% for both the three months ended March31, 2013 and the three months ended March31, 2012. A commitment fee is paid on the undrawn balance based on an annual rate of 0.375% to 0.50%. At March31, 2013, the commitment fee was 0.375% and the interest rate margin was 1.5% on our LIBOR loans and 0.5% on our base rate loans.On March 31, 2013, the borrowings under the credit facility were at the base rate.

Senior Subordinated Notes

In March 2013, we issued $750.0 million aggregate principal amount of 5.00% senior subordinated notes due 2023 (“5.00% Notes due 2023”) for net proceeds of $738.8 million after underwriting discounts and commissions of $11.2 million. The 5.00% Notes due 2023 were issued at par. Interest on the 5.00% Notes due 2023 is payable semi-annually in March and September and is guaranteed by all of our subsidiary guarantors. We may redeem the 5.00% Notes due 2023, in whole or in part, at any time on or after March15, 2018, at a redemption price of 102.5% of the principal amount as of March15, 2018, declining to 100% on March15, 2021 and thereafter. Before March15, 2016, we may redeem up to 35% of the original aggregate principal amount of the 5.00% Notes due 2023 at a redemption price equal to 105% of the principal amount thereof, plus accrued and unpaid interest, if any, with the proceeds of certain equity offerings, provided that 65% of the aggregate principal amount of 5.00% Notes due 2023 remains outstanding immediately after the occurrence of such redemption and also provided such redemption shall occur within 60 days of the date of the closing of the equity offering. On closing of the 5.00% Notes due 2023, we used the proceeds to pay down our outstanding bank credit facility balance.

If we experience a change of control, bondholders may require us to repurchase all or a portion of all of our senior subordinated notes at 101% of the aggregate principal amount plus accrued and unpaid interest, if any. All of the senior subordinated notes and the guarantees by our subsidiary guarantors are general, unsecured obligations and are subordinated to our bank debt and will be subordinated to future senior debt that we or our subsidiary guarantors are permitted to incur under the bank credit facility and the indentures governing the subordinated notes.

Early Extinguishment of Debt

On April 2, 2013, we announced a call for redemption of the$250.0 million of ouroutstanding 7.25% senior subordinated notes due 2018 at 103.625% of par.  The notes will be redeemed on May 2, 2013.

Guarantees

Range Resources Corporation is a holding company which owns no operating assets and has no significant operations independent of its subsidiaries. The guarantees by our subsidiaries of our senior subordinated notes are full and unconditional and joint and several, subject to certain customary release provisions. A subsidiary guarantor may be released from its obligations under the guarantee:

• in the event of a sale or other disposition of all or substantially all of the assets of the subsidiary guarantor or a sale or other disposition of all the capital stock of the subsidiary guarantor, to any corporation or other person (including an unrestricted subsidiary of Range) by way of merger, consolidation, or otherwise; or
• if Range designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the terms of the indenture.

Debt Covenants and Maturity

Our bank credit facility contains negative covenants that limit our ability, among other things, to pay cash dividends, incur additional indebtedness, sell assets, enter into certain hedging contracts, change the nature of our business or operations, merge, consolidate, or make investments. In addition, we are required to maintain a ratio of debt to EBITDAX (as defined in the credit agreement) of no greater than 4.25 to 1.0 and a current ratio (as defined in the credit agreement) of no less than 1.0 to 1.0. We were in compliance with our covenants under the bank credit facility at March31, 2013.

The indentures governing our senior subordinated notes contain various restrictive covenants that are substantially identical to each other and may limit our ability to, among other things, pay cash dividends, incur additional indebtedness, sell assets, enter into transactions with affiliates, or change the nature of our business. At March31, 2013, we were in compliance with these covenants.

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ASSET RETIREMENT OBLIGATIONS

3 Months Ended

Mar. 31, 2013

ASSET RETIREMENT OBLIGATIONS

(9) ASSET RETIREMENT OBLIGATIONS

Our asset retirement obligations primarily represent the estimated present value of the amounts we will incur to plug, abandon and remediate our producing properties at the end of their productive lives. Significant inputs used in determining such obligations include estimates of plugging and abandonment costs, estimated future inflation rates and well life. The inputs are calculated based on historical data as well as current estimated costs.A reconciliation of our liability for plugging and abandonment costs for first quarter 2013 is as follows (in thousands):

	ThreeMonths Ended March31, 2013
Beginning of period	$  146,478
Liabilities incurred	1,690
Liabilities settled	(96)
Disposition of wells	(2,816)
Accretion expense	2,717
Change in estimate	-
End of period	147,973
Less current portion	(2,366)
Long-term asset retirement obligations	$145,607

Accretion expense is recognized as a component of depreciation, depletion and amortization expense in the accompanying statements of operations.

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DERIVATIVE ACTIVITIES

3 Months Ended

Mar. 31, 2013

DERIVATIVE ACTIVITIES

(11) DERIVATIVE ACTIVITIES

We use commodity-based derivative contracts to manage exposure to commodity price fluctuations. We do not enter into these arrangements for speculative or trading purposes. We do not utilize complex derivatives as we typically utilize commodity swaps or collars to (1)reduce the effect of price volatility of the commodities we produce and sell and (2)support our annual capital budget and expenditure plans. In 2011, we sold NGLs derivative swap contracts (“sold swaps”) for the natural gasoline (or C5) component of natural gas liquids and in 2012, we entered into purchased derivative swaps (“re-purchased swaps”) for C5 volumes. These re-purchased swaps were, in some cases, with the same counterparties as our sold swaps. We entered into these re-purchased swaps to lock in certain natural gasoline derivative gains. In second quarter 2012, we also entered into NGL derivative swap contracts for the propane (or C3) component of NGLs. At March31, 2013, we had open swap contracts covering77.7Bcf of natural gas at prices averaging $3.71 per mcf,4.5 million barrels of oil at prices averaging $94.62 per barrel, 1.8 million net barrels of NGLs (the C5 component of NGLs) at prices averaging $92.72 per barrel and 2.3 million barrels of NGLs (the C3 component of NGLs) at prices averaging $37.00per barrel. At March31, 2013, we also had collars covering 258.6Bcf of natural gas at weighted average floor and cap prices of $4.08 to $4.64per mcf and 1.6 million barrels of oil at weighted average floor and cap prices of $88.23 to $100.00 per barrel. The fair value of these contracts, represented by the estimated amount that would be realized upon termination, based on a comparison of the contract price and a reference price, generally the New York Mercantile Exchange (“NYMEX”), approximated a net unrealized pre-tax loss of $593,000 at March31, 2013. These contracts expire monthly through December 2015. The following table sets forth our derivative volumes by year as of March31, 2013.

Period	Contract Type	Volume Hedged	Weighted Average Hedge Price
Natural Gas
2013	Collars	280,000 Mmbtu/day	$4.59–$ 5.05
2014	Collars	402,500 Mmbtu/day	$3.81–$ 4.47
2015	Collars	95,000 Mmbtu/day	$4.06–$ 4.48
2013	Swaps	256,127 Mmbtu/day	$3.67
2014	Swaps	20,000 Mmbtu/day	$4.08
Crude Oil
2013	Collars	3,000 bbls/day	$90.60–$ 100.00
2014	Collars	2,000 bbls/day	$85.55–$ 100.00
2013	Swaps	5,829 bbls/day	$96.73
2014	Swaps	6,000 bbls/day	$94.54
2015	Swaps	2,000 bbls day	$90.20
NGLs (Natural Gasoline)
2013	Sold Swaps	8,000 bbls/day	$89.64
2013	Re-purchased Swaps	1,500 bbls/day	$76.30
NGLs (Propane)
2013	Swaps	7,000 bbls/day	$ 36.38
2014	Swaps	1,000 bbls/day	$40.32

Every derivative instrument is required to be recorded on the balance sheet as either an asset or a liability measured at its fair value. Fair value is determined based on the difference between the fixed contract price and the underlying market price at the determination date. Changes in the fair value of our derivatives that qualify for hedge accounting are recorded as a component of AOCI in the stockholders’ equity section of the accompanying consolidated balance sheets, which is later transferred to natural gas, NGLs and oil sales when the underlying physical transaction occurs and the hedging contract is settled. As of March31, 2013, an unrealized pre-tax derivative gain of $91.9 million was recorded in AOCI. See additional discussion below regarding the discontinuance of hedge accounting. If the derivative does not qualify as a hedge or is not designated as a hedge, changes in fair value of these non-hedge derivatives are recognized in earnings in derivative fair value income or loss.

For those derivative instruments that qualify or are designated for hedge accounting, settled transaction gains and losses are determined monthly, and are included as increases or decreases to natural gas, NGLs and oil sales in the period the hedged production is sold. Through February28, 2013, we have elected to designate our commodity derivative instruments that qualify for hedge accounting as cash flow hedges. Natural gas, NGLs and oil sales include $36.5 million of gains in first quarter 2013 compared to gains of $57.6 million in the same period of 2012 related to settled hedging transactions. Any ineffectiveness associated with these hedge derivatives is reflected in derivative fair value loss in the accompanying statements of operations. The ineffective portion is generally calculated as the difference between the changes in fair value of the derivative and the estimated change in future cash flows from the item hedged. Derivative fair value loss for the three months ended March31, 2013 includes ineffective losses (unrealized and realized) of $2.9 million compared to a gain of $237,000 in the three months ended March31, 2012. During first quarter 2013, we recognized a pre-tax gain of $2.3 million as a result of the discontinuance of hedge accounting where we determined the transaction was probable not to occur due to the sale of our properties in New Mexico.

Discontinuance of Hedge Accounting

Effective March1, 2013, we elected to de-designate all commodity contracts that were previously designated as cash flow hedges and elected to discontinue hedge accounting prospectively. AOCI included $103.6 million ($63.2 million after tax) of unrealized net gains, representing the marked-to-market value of the effective portion ofour cash flow hedges as of February28, 2013. As a result of discontinuing hedge accounting, the marked-to-market values included in AOCI as of the de-designation date were frozen and will be reclassified into earnings in future periods as the underlying hedged transactions occur. As of March 31, 2013, we expect to reclassify into earnings $80.9 million of unrealized net gains in the remaining months of 2013 and $10.9 million of unrealized net gains in 2014 from AOCI.

With the election to de-designate hedging instruments, all of our derivative instruments continue to be recorded at fair value with unrealized gains and losses recognized immediately in earnings rather than in AOCI. These marked-to-market adjustments will produce a degree of earnings volatility that can be significant from period to period, but such adjustments will have no cash flow impact relative to changes in market prices. The impact to cash flow occurs upon settlement of the underlying contract.

Derivative fair value loss

The following table presents information about the components of derivative fair value loss for the three months ended March31, 2013 and 2012 (in thousands):

	Three Months Ended March31,
	2013	2012
Change in fair value of derivatives that do not qualify or are not designated for hedge accounting (a)	$  (96,802)	$(52,056)
Realized gain on settlement–natural gas (a)(b)	815	—
Realized loss on settlement–oil (a) (b)	(102)	(4,622)
Realized loss on settlement–NGLs (a) (b)	(895)	(4,392)
Hedge ineffectiveness–realized	564	1,185
–unrealized	(3,455)	(948)
Derivative fair value loss	$  (99,875)	$(60,833)

(a)Derivatives that do not qualify or are not designated for hedge accounting.

(b)These amounts represent the realized gains and losses on settled derivatives that do not qualify or are not designated for hedge accounting, which before settlement are included in the category in this same table referred to as change in fair value of derivatives that do not qualify or are not designated for hedge accounting.

Derivative assets and liabilities

The combined fair value of derivatives included in the accompanying consolidated balance sheets as of March31, 2013 and December31, 2012 is summarized below. As of March31, 2013, we are conducting derivative activities with fifteen financial institutions, of which all but two are secured lenders in our bank credit facility. We believe all of these institutions are acceptable credit risks. At times, such risks may be concentrated with certain counterparties. The credit worthiness of our counterparties is subject to periodic review. The assets and liabilities are netted where derivatives with both gain and loss positions are held by a single counterparty and we have master netting arrangements (in thousands).

	March31, 2013	December31, 2012
Derivative assets:
Natural gas–swaps	$(12,701)	$     7,504
–collars	33,552	122,255
–basis swaps	—	993
Crude oil–swaps	1,769	9,650
–collars	(59)	2,222
NGLs–C5 swaps	4,844	10,643
–C3 swaps	34	—
	$  27,439	$ 153,267
Derivative (liabilities):
Natural gas–swaps	$ (19,918)	$—
–collars	(6,206)	(3,463)
Crude oil – swaps	2,929	—
NGLs–C5 swaps	3,467	2,275
–C3 swaps	(8,204)	(6,746)
	$ (28,032)	$   (7,934)

The table below provides data about the fair value of our derivative contracts. Derivative assets and liabilities shown below are presented as gross assets and liabilities, without regard to master netting arrangements, which are considered in the presentation of derivative assets and liabilities in the accompanying consolidated balance sheets (in thousands).

	March31, 2013			December31, 2012
	Assets	(Liabilities)		Assets	(Liabilities)
	Carrying Value	Carrying Value	Net Carrying Value	Carrying Value	Carrying Value	Net Carrying Value
Derivatives that qualify for cash flow hedge accounting :
Swaps (a)	$15,431	$(6,640)	$8,791	$22,236	$(3,242)	$18,994
Collars (a)	91,591	(10,356)	81,235	129,878	(9,721)	120,157
	$107,022	$(16,996)	$90,026	$152,114	$(12,963)	$139,151
Derivatives that do not qualify for hedge accounting :
Sold swaps (a)	$6,702	$(48,132)	$(41,430)	$7,316	$(8,904)	$(1,588)
Re-purchased swaps (a)	4,759	—	4,759	5,920	—	5,920
Collars (a)	162	(54,110)	(53,948)	857	—	857
Basis swaps (a)	—	—	—	993	—	993
	$11,623	$(102,242)	$(90,619)	$15,086	$(8,904)	$6,182

(a)Included in unrealized derivative gain or loss in the accompanying consolidated balance sheets.

The effects of our cash flow hedges (or those derivatives that qualify for hedge accounting) on accumulated other comprehensive income in the accompanying consolidated balance sheets is summarized below (in thousands):

	Three Months Ended March31,
	Change in Hedge DerivativeFairValue		RealizedGain(Loss) ReclassifiedfromOCI into Revenue (a)
	2013	2012		2013	2012
Swaps	$(2,154)	$36,172		$5,768	$19,313
Put options	—	(1,562)		—	—
Collars	(7,015)	96,471		30,732	38,316
Income taxes	3,576	(52,107)		(14,235)	(22,187)
	$(5,593)	$78,974		$22,265	$35,442

(a)For realized gains upon derivative contract settlement, the reduction in AOCI is offset by an increase in natural gas, NGLs and oil sales. For realized

losses upon derivative contract settlement, the increase in AOCI is offset by a decrease in natural gas, NGLs and oil sales.

The effects of our non-hedge derivatives (or those derivatives that do not qualify for hedge accounting) and the ineffective portion of our hedge derivatives on our consolidated statements of operations is summarized below (in thousands):

	Three Months Ended March31,
	Gain (Loss) Recognized in Income (Non-hedge Derivatives)		Gain (Loss) Recognized in Income (Ineffective Portion)		Derivative Fair Value Income (Loss)
	2013	2012	2013	2012	2013	2012
Swaps	$  (43,076)	$(52,985)	$(1,995)	$159	$(45,071)	$(52,826)
Re-purchased swaps	1,185	—	—	—	1,185	—
Collars	(55,003)	(2,502)	(896)	78	(55,899)	(2,424)
Call options	(90)	(5,583)	—	—	(90)	(5,583)
Total	$  (96,984)	$(61,070)	$(2,891)	$237	$(99,875)	$(60,833)

Offsetting of Derivative Assets and Derivative Liabilities

The tables below provide additional information related to our master netting arrangements with our derivative counterparties (in thousands):

	March31, 2013
	Gross Amounts of RecognizedAssets	Gross Amounts Offset in the Balance Sheet	Net Amounts of AssetsPresentedinthe Balance Sheet
Derivative assets:
Natural gas – swaps	$—	$(12,701)	$(12,701)
– collars	42,866	(9,314)	33,552
Crude oil   –swaps	2,360	(591)	1,769
– collars	444	(503)	(59)
NGLs        – C5 swaps	5,084	(240)	4,844
– C3 swaps	34	—	34
	$50,788	$(23,349)	$27,439
	Gross Amounts of Recognized(Liabilities)	Gross Amounts Offset in the Balance Sheet	Net Amounts of (Liabilities)Presentedinthe Balance Sheet
Derivative (liabilities):
Natural gas –swaps	$(19,918)	$—	$(19,918)
– collars	(16,475)	10,269	(6,206)
Crude oil – swaps	(690)	3,520	2,830
NGLs– C5 swaps	(877)	4,343	3,466
– C3 swaps	(8,204)	—	(8,204)
	$(46,164)	$18,132	$(28,032)

	December 31, 2012
	Gross Amounts of RecognizedAssets	Gross Amounts Offset in the Balance Sheet	Net Amounts of AssetsPresentedinthe Balance Sheet
Derivative assets:
Natural gas – swaps	$10,746	$(3,242)	$7,504
– collars	127,991	(5,736)	122,255
– basis swaps	993	—	993
Crude oil– swaps	9,650	—	9,650
– collars	2,222	—	2,222
NGLs   – C5 swaps	10,674	(31)	10,643
	$162,276	$(9,009)	$153,267
	Gross Amounts of Recognized(Liabilities)	Gross Amounts Offset in the Balance Sheet	Net Amounts of (Liabilities)Presentedinthe Balance Sheet
Derivative (liabilities):
Natural gas – collars	$(3,883)	$420	$(3,463)
NGLs       – C5 swaps	(106)	2,381	2,275
– C3 swaps	(6,746)	—	(6,746)
	$(10,735)	$2,801	$(7,934)

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Fair Value Measurements - Carrying Amounts and Fair Values of Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Assets
Commodity swaps and collars	$ 27,439		$ 153,267
Liabilities
Commodity swaps and collars	(28,032)		(7,934)
Bank credit facility	(47,000)		(739,000)
Deferred compensation plan	(222,700)		(187,604)
Subordinated debt	(2,889,505)		(2,139,185)
Carrying Value
Assets
Commodity swaps and collars	27,439		153,267
Marketable securities	71,440	[1]	57,776	[1]
Liabilities
Commodity swaps and collars	(28,032)		(7,934)
Bank credit facility	(47,000)	[2]	(739,000)	[2]
Deferred compensation plan	(222,700)	[2]	(187,604)	[2]
Fair Value
Assets
Commodity swaps and collars	27,439		153,267
Marketable securities	71,440	[1]	57,776	[1]
Liabilities
Commodity swaps and collars	(28,032)		(7,934)
Bank credit facility	(47,000)	[2]	(739,000)	[2]
Deferred compensation plan	(222,700)	[2]	(187,604)	[2]
7.25% Senior Subordinated notes due 2018
Liabilities
Subordinated debt	(250,000)		(250,000)
7.25% Senior Subordinated notes due 2018 | Carrying Value
Liabilities
Subordinated debt	(250,000)	[2]	(250,000)	[2]
7.25% Senior Subordinated notes due 2018 | Fair Value
Liabilities
Subordinated debt	(260,000)	[2]	(262,500)	[2]
8.00% Senior Subordinated notes due 2019
Liabilities
Subordinated debt	(289,505)		(289,185)
8.00% Senior Subordinated notes due 2019 | Carrying Value
Liabilities
Subordinated debt	(289,505)	[2]	(289,185)	[2]
8.00% Senior Subordinated notes due 2019 | Fair Value
Liabilities
Subordinated debt	(328,500)	[2]	(332,250)	[2]
6.75% Senior Subordinated notes due 2020
Liabilities
Subordinated debt	(500,000)		(500,000)
6.75% Senior Subordinated notes due 2020 | Carrying Value
Liabilities
Subordinated debt	(500,000)	[2]	(500,000)	[2]
6.75% Senior Subordinated notes due 2020 | Fair Value
Liabilities
Subordinated debt	(550,000)	[2]	(542,500)	[2]
5.75% Senior Subordinated Notes due 2021 | Carrying Value
Liabilities
Subordinated debt	(500,000)	[2]	(500,000)	[2]
5.75% Senior Subordinated Notes due 2021 | Fair Value
Liabilities
Subordinated debt	(536,250)	[2]	(535,000)	[2]
5.00% Senior Subordinated notes due 2022
Liabilities
Subordinated debt	(600,000)		(600,000)
5.00% Senior Subordinated notes due 2022 | Carrying Value
Liabilities
Subordinated debt	(600,000)	[2]	(600,000)	[2]
5.00% Senior Subordinated notes due 2022 | Fair Value
Liabilities
Subordinated debt	(613,500)	[2]	(627,000)	[2]
5.00% senior subordinated notes due 2023 | Carrying Value
Liabilities
Subordinated debt	(750,000)	[2]
5.00% senior subordinated notes due 2023 | Fair Value
Liabilities
Subordinated debt	$ (766,875)	[2]

[1] Marketable securities, which are held in our deferred compensation plans, are actively traded on major exchanges.

[2] The book value of our bank debt approximates fair value because of its floating rate structure. The fair value of our senior subordinated notes is based on end of period market quotes which are Level 2 market values. Refer to Note 8 for additional information.

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Fair Value Measurements - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013 Company Lenders	Mar. 31, 2012	Dec. 31, 2012
Fair Value Measurements Of Financial Instruments [Line Items]
Interest and dividends	$ 40,000	$ 62,000
Mark-to-market gain (loss)	1,600,000	4,000,000
Allowance for uncollectible receivables	2,400,000		2,400,000
Number of financial institutions included in counter parties	15
Number of secured lenders not in banking credit facility	2
Net derivative asset	$ 3,400,000

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Derivative Activities - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013 Institution Lenders	Mar. 31, 2012
Derivative [Line Items]
Derivative assets liabilities at fair value net	$ (593,000)
Unrealized pre-tax derivative gain recorded in AOCI	91,900,000
Gains (Losses) in oil and gas sales related to settled hedging transactions	36,500,000	57,600,000
Ineffective unrealized and realized gains (losses) recognized income	(2,891,000)	237,000
Accumulated other comprehensive income, unrealized net gains	103,600,000
Accumulated other comprehensive income, unrealized net gains, after tax	63,200,000
Number of financial institutions with whom we conduct derivative activities	15
Number of secured lenders not in banking credit facility	2
Unrealized net gains during 2013
Derivative [Line Items]
Unrealized net gains, reclassify into earnings	2,300,000
Swap Oil
Derivative [Line Items]
Nonmonetary notional amount of price risk derivatives	4,500,000
Average price of SWAP per MCF	94.62
Collars Gas
Derivative [Line Items]
Nonmonetary notional amount of price risk derivatives	258,600,000
Average floor price	4.08
Average cap price	4.64
Collar Oil
Derivative [Line Items]
Nonmonetary notional amount of price risk derivatives	1,600,000
Average floor price	88.23
Average cap price	100.00
2013
Derivative [Line Items]
Unrealized pre-tax derivative gain expected to be reclassified into earnings	80,900,000
2014
Derivative [Line Items]
Unrealized pre-tax derivative gain expected to be reclassified into earnings	$ 10,900,000
Natural gas
Derivative [Line Items]
Nonmonetary notional amount of price risk derivatives	77,700,000
Average price of SWAP per MCF	3.71
Swap NGLs (Natural Gasoline)
Derivative [Line Items]
Nonmonetary notional amount of price risk derivatives	1,800,000
Average price of SWAP per MCF	92.72
Ngls C3 Component | Collars Gas
Derivative [Line Items]
Nonmonetary notional amount of price risk derivatives	2,300,000
Average price of SWAP per MCF	37.00

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STOCK-BASED COMPENSATION PLANS (Tables)

3 Months Ended

Mar. 31, 2013

Stock Option and SARs Activities

	Shares	Weighted Average ExercisePrice
Outstanding at December31, 2012	3,433,362	$52.52
Granted	116,413	69.23
Exercised	(919,085)	52.52
Expired/forfeited	(36,881)	52.64
Outstanding at March31, 2013	2,593,809	$53.24

Weighted Average Grant Date Fair Value of SARs

	ThreeMonths Ended March31, 2013
Weighted average exercise price per share	$69.23
Expected annual dividends per share	0.23%
Expected life in years	3.7
Expected volatility	34%
Risk-free interest rate	0.6%
Weighted average grant date fair value	$18.41

Restricted Stock and Restricted Stock Units Outstanding

A summary of the status of our non-vested restricted stock outstanding at March31, 2013 is summarized below:

	Equity Awards		Liability Awards
	Shares	Weighted AverageGrant DateFairValue	Shares	Weighted AverageGrant DateFairValue
Outstanding at December 31, 2012	349,156	$59.08	423,478	$58.91
Granted	385,688	71.02	125,236	71.40
Vested	(50,404)	57.06	(86,161)	57.11
Forfeited	(3,523)	57.99	(14,442)	56.78
Outstanding at March 31, 2013	680,917	$66.00	448,111	$62.82

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Indebtedness - Debt Outstanding (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Bank debt percentage	3.70%	3.70%
8.00% Senior Subordinated notes due 2019
Debt Instrument [Line Items]
Discount on Senior Subordinated notes	10,495	10,815
Interest rate on senior subordinated notes	8.00%	8.00%
7.25% Senior Subordinated notes due 2018
Debt Instrument [Line Items]
Interest rate on senior subordinated notes	7.25%	7.25%
6.75% Senior Subordinated notes due 2020
Debt Instrument [Line Items]
Interest rate on senior subordinated notes	6.75%	6.75%
5.75% Senior Subordinated notes due 2021
Debt Instrument [Line Items]
Interest rate on senior subordinated notes	5.75%	5.75%
5.00% Senior Subordinated notes due 2022
Debt Instrument [Line Items]
Interest rate on senior subordinated notes	5.00%	5.00%
5.00% Senior Subordinated notes due 2023
Debt Instrument [Line Items]
Discount on Senior Subordinated notes	11,200
Interest rate on senior subordinated notes	5.00%	5.00%

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Capitalized Costs and Accumulated Depreciation, Depletion and Amortization

3 Months Ended

Mar. 31, 2013

Capitalized Costs and Accumulated Depreciation, Depletion and Amortization

(16) Capitalized Costs and Accumulated Depreciation, Depletion and Amortization (a)

	March31, 2013	December31, 2012
	(in thousands)
Natural gas and oil properties:
Properties subject to depletion	$7,396,037	$7,368,308
Unproved properties	732,163	743,467
Total	8,128,200	8,111,775
Accumulated depreciation, depletion and amortization	(1,944,252)	(2,015,591)
Net capitalized costs	$6,183,948	$6,096,184

(a)Includes capitalized asset retirement costs and the associated accumulated amortization.

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2013

Income Tax (Benefit) Expense from Continuing Operations

Income tax benefit from operations was as follows (in thousands):

	Three Months Ended March31,
	2013	2012
Income tax benefit	$(47,180)	$(27,843)
Effective tax rate	38.4%	40.0%

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Suspended Exploratory Well Costs - Aging of Capitalized Exploratory Well Costs Suspended more than One Year (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Exploratory Well Costs Capitalized In Year Two Thousand And Thirteen	Mar. 31, 2012 Exploratory Well Costs Capitalized In Year Two Thousand And Twelve	Mar. 31, 2011 Exploratory Well Costs Capitalized In Year Two Thousand And Eleven	Mar. 31, 2010 Exploratory Well Costs Capitalized In Year Two Thousand And Ten	Mar. 31, 2009 Exploratory Well Costs Capitalized In Year Two Thousand And Nine	Mar. 31, 2008 Exploratory Well Costs Capitalized In Year Two Thousand And Eight
Aging Of Capitalized Exploratory Well Costs [Line Items]
Capitalized exploratory well costs that have been capitalized for more than one year	$ 22,259	$ 11,395	$ 5,854	$ 5,961	$ 5,965	$ 72	$ 2,884	$ 1,523

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Dispositions - Additional Information (Detail) (USD $)	3 Months Ended				3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Permian Basin Assets	Feb. 26, 2013 Permian Basin Assets	Mar. 31, 2012 East Texas	Mar. 31, 2013 Pennsylvania
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Agreed upon sales price of Permian Basin properties				$ 275,000,000
Gain (Loss) on sale of oil and gas properties	(166,000)	(10,426,000)			(10,900,000)
Expected gain on disposition			84,000,000
Sale of oil and gas properties					75.00%
Proceeds from disposal of assets	$ 38,196,000	$ 9,852,000	$ 27,500,000		$ 8,600,000	$ 10,000,000
Overriding royalty in the prospect minimum					2.50%
Overriding royalty in the prospect maximum					5.00%

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net loss	$ (75,610)	$ (41,800)
Other comprehensive income:
Realized loss (gain) on hedge derivative contract settlements reclassified into earnings from other comprehensive income, net of taxes	(14,840)	(35,442)
Amortization related to de-designated hedges, net of taxes	(7,425)
Change in unrealized deferred hedging (losses) gains, net of taxes	(5,593)	78,974
Total comprehensive (loss) income	$ (103,468)	$ 1,732

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INCOME TAXES

3 Months Ended

Mar. 31, 2013

INCOME TAXES

(5) INCOME TAXES

Income tax benefit from operations was as follows (in thousands):

	Three Months Ended March31,
	2013	2012
Income tax benefit	$(47,180)	$(27,843)
Effective tax rate	38.4%	40.0%

We compute our quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to our year-to-date income, except for discrete items. Income taxes for discrete items are computed and recorded in the period that the specific transaction occurs. For the first three months ended March31, 2013 and 2012, our overall effective tax rate on pre-tax loss from operations was different than the federal statutory rate of 35% due primarily to state income taxes, valuation allowances and other permanent differences.

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Derivative Activities - Fair Value of Derivative Contracts, by Consolidated Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Derivatives Fair Value [Line Items]
Assets Carrying Value	$ 107,022		$ 152,114
Liabilities Carrying Value	(16,996)		(12,963)
Net Carrying Value	90,026		139,151
Assets Carrying Value	11,623		15,086
Liabilities Carrying Value	(102,242)		(8,904)
Net Carrying Value	(90,619)		6,182
Swap
Derivatives Fair Value [Line Items]
Assets Carrying Value	15,431	[1]	22,236	[1]
Liabilities Carrying Value	(6,640)	[1]	(3,242)	[1]
Net Carrying Value	8,791	[1]	18,994	[1]
Collars
Derivatives Fair Value [Line Items]
Assets Carrying Value	91,591	[1]	129,878	[1]
Liabilities Carrying Value	(10,356)	[1]	(9,721)	[1]
Net Carrying Value	81,235	[1]	120,157	[1]
Assets Carrying Value	162	[1]	857	[1]
Liabilities Carrying Value	(54,110)	[1]
Net Carrying Value	(53,948)	[1]	857	[1]
Sold Swap
Derivatives Fair Value [Line Items]
Assets Carrying Value	6,702	[1]	7,316	[1]
Liabilities Carrying Value	(48,132)	[1]	(8,904)	[1]
Net Carrying Value	(41,430)	[1]	(1,588)	[1]
Re-purchased swaps
Derivatives Fair Value [Line Items]
Assets Carrying Value	4,759	[1]	5,920	[1]
Net Carrying Value	4,759	[1]	5,920	[1]
Basis Swap
Derivatives Fair Value [Line Items]
Assets Carrying Value			993	[1]
Net Carrying Value			$ 993	[1]

[1] Included in unrealized derivative gain or loss in the accompanying consolidated balance sheets.

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Stock-Based Compensation Plans - Restricted Stock and Restricted Stock Units Outstanding (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013
Equity Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding, Beginning Balance	349,156
Granted	385,688
Vested	(50,404)
Forfeited	(3,523)
Outstanding, Ending Balance	680,917
Outstanding, Beginning Balance	$ 59.08
Granted	$ 71.02
Vested	$ 57.06
Forfeited	$ 57.99
Outstanding, Ending Balance	$ 66.00
Liability Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding, Beginning Balance	423,478
Granted	125,236
Vested	(86,161)
Forfeited	(14,442)
Outstanding, Ending Balance	448,111
Outstanding, Beginning Balance	$ 58.91
Granted	$ 71.40
Vested	$ 57.11
Forfeited	$ 56.78
Outstanding, Ending Balance	$ 62.82

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INCOME (LOSS) PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2013

Computations of Basic and Diluted (Loss) Income Per Common Share

	Three Months Ended March 31, 2013	Three Months Ended March 31, 2012
Net loss, as reported	$  (75,610)	$  (41,800)
Participating basic earnings (a)	(109)	(113)
Basic net loss attributed to common shareholders	(75,719)	(41,913)
Reallocation of participating earnings(a)	—	—
Diluted net loss attributed to common shareholders	$(75,719)	$  (41,913)
Net loss per common share:
Basic	$  (0.47)	$      (0.26)
Diluted	$ (0.47)	$      (0.26)

(a)Restricted Stock Awards represent participating securities because they participate in nonforfeitable dividends or distributions with common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the participating securities. Participating securities, however, do not participate in undistributed net losses.

Basic Weighted Average Common Shares Outstanding to Diluted Weighted Average Common Shares Outstanding

The following table provides a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding (in thousands):

	Three Months Ended March31,
	2013	2012
Denominator:
Weighted average common shares outstanding – basic	160,125	158,913
Effect of dilutive securities:
Director and employee stock options and SARs	—	—
Weighted average common shares outstanding – diluted	160,125	158,913

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Capitalized Costs and Accumulated Depreciation, Depletion and Amortization - Capitalized Costs and Accumulated Depreciation, Depletion and Amortization (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Natural gas and oil properties:
Properties subject to depletion	$ 7,396,037	[1]	$ 7,368,308	[1]
Unproved properties	732,163	[1]	743,467	[1]
Total	8,128,200	[1]	8,111,775	[1]
Accumulated depreciation, depletion and amortization	(1,944,252)	[1]	(2,015,591)	[1]
Net capitalized costs	$ 6,183,948	[1]	$ 6,096,184	[1]

[1] Includes capitalized asset retirement costs and the associated accumulated amortization

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Basis of Presentation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Feb. 26, 2013 Permian Basin Assets
Basis Of Presentation [Line Items]
Retroactive Impact Fee		$ 24.0
Period related to annual impact fee per well drilled	15 years
Unrealized gain on commodity derivative contracts	81.4
Agreed upon sales price of Permian Basin properties			$ 275.0

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2013

COMMITMENTS AND CONTINGENCIES

(15) COMMITMENTS AND CONTINGENCIES

Litigation

James A. Drummond and Chris Parrish v. Range Resources-Midcontinent, LLC et al.; pending in the District Court of Grady County, State of Oklahoma; Case No. CJ-2010-510

Two individuals (one of whom is now deceased), only one of which was a current royalty owner, filed suit against Range Resources Corporation and two of our subsidiaries, including the proper defendant Range Resources-Midcontinent, LLC, in the District Court of Grady County, Oklahoma. This suit is similar to a number of cases filed in Oklahoma asserting claims that royalty owners are entitled to payment of royalties on several different categories of alleged “deductions” applied by third parties who transport and process natural gas production. The alleged deductions include fuel used by the third party in the transportation and processing of gas, condensate removed by the third party after the point of sale, the contractually agreed natural gas liquids recovery percentages, the percentage of proceeds contracts’ contractually agreed pricing percentages and other similar alleged “deductions.” In addition to the claims made with respect to the alleged categories of deductions, the Plaintiffs in this litigation have alleged fraud and the existence of a fiduciary duty to the royalty owners to attempt to support an argument that no statute of limitations applies, and the Plaintiffs also claim that interest accrues on the alleged damages at 12% compounded annually. Thus while we cannot reasonably estimate our potential exposure at this time, the damages claimed by the Plaintiffs have been estimated by the Plaintiffs’ counsel to be in excess of $140 million. We believe Oklahoma is a “first marketable product” rule state and the current case law in Oklahoma (principally Mittelstaedt v. Santa Fe) allows operators to deduct value enhancing costs for treating, compression and other post-production expenses incurred to increase the value of a marketable product; however, whether and when gas is a marketable product and the extent to which the deductions are permitted may be fact questions under Oklahoma law. Further, we do not typically transport and process the gas production from wells we operate in Oklahoma but instead sell the gas production to unaffiliated third parties which, in many cases, do transport and process the gas. Range maintains that the alleged “deductions” made the subject of the Plaintiffs’ claims are not deductions at all but the negotiated terms of the contracts with the third parties who buy, transport and process the gas under terms that allow Range and its royalty owners to share in the enhanced downstream value that establishes the purchase price for the production sold by us, and on which we have paid royalty. Range further believes that its production is marketable under Oklahoma law when sold to such unaffiliated third parties. The terms with respect to payment of royalties vary based on the terms of the various oil and gas leases owned by Range for its Oklahoma wells and wells it has owned and operated in Oklahoma in the past, and our subsidiary believes that it has substantially complied with its royalty payment obligations under its leases and we therefore intend to vigorously defend this litigation. As previously disclosed, on February19, 2013, the District Court entered an order certifying a class of royalty owners as requested by the Plaintiffs. We have appealed the class certification order. In addition, we have received a revised claim of damages by the Plaintiffs which has increased the amount claimed by the Plaintiffs to $160.0 million. We have evaluated the possible financial impact of this litigation, and while we believe we have strong defenses to the claims made in this lawsuit, given our evaluation of the law in Oklahoma, the outcomes in other similar litigation and our assessment of the current status of the litigation, the three months ended March 31, 2013 includes an accrual of $35.0 million which, at this time, we believe is appropriate given the information at this time. We may accrue additional amounts in the future or otherwise adjust this accrual depending upon future developments in the course of this litigation.

We are the subject of, or party to, a number of other pending or threatened legal actions and claims arising in the ordinary course of our business. While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations. We will continue to evaluate our litigation quarterly and will establish and adjust any litigation reserves as appropriate to reflect our assessment of the then current status of litigation.

Transportation and Gathering Contracts and Hydraulic Fracturing Services

In first quarter 2013, we recognized rate adjustments on certain existing transportation and gathering contracts which increased our transportation and gathering commitments approximately $63.0 million over the next 10 years. We also extended our commitments for hydraulic fracturing servicesby$24.0 million in 2014.