##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 Amendment No. 1
 
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-51471
 
 Bronco Drilling Company, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    20-2902156
(I.R.S. Employer
Identification No.)16217 North May AvenueEdmond, OK
    
    73013(Address of Registrants Principal Executive Offices)
    
    (Zip Code)
 (405) 242-4444
(Registrants telephone number, including area code)
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock $0.01 Par Value per Share
    
    The Nasdaq Stock Market LLC
 Securities Registered Pursuant to Section 12(g) of the Act:
 None
 
 Yes o No þ
 Yes o No þ
 þ o
 o o
 þ
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o
 o þ
   Documents Incorporated By Reference




---



##### 



BRONCO DRILLING COMPANY, INC.
 INDEX
 Form10-K/AItem
    
    ReportNo.
    
    PageEXPLANATORY NOTE
    
    
    1Part III10 Directors, Executive Officers and Corporate Governance
    
    
    111 Executive Compensation
    
    
    412 Security Ownership of Certain Beneficial Owners and Management and Related Stockholer Matters
    
    
    913 Certain Relationships and Related Transactions, and Director Independence
    
    
    1614 Principal Accounting Fees and Services
    
    
    17Part IV15 Exhibits and Financial Statement Schedules
    
    
    18EX-31.1.AEX-31.2.A




---



##### Table of Contents



EXPLANATORY NOTE
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
 Directors
  Name
    
    Age
    
    
    PositionD. Frank Harrison
    
    
    63
    
    
    Chairman and Chief Executive OfficerRichard B. Hefner (1)(3)
    
    
    51
    
    
    DirectorDr. Gary C. Hill (2)(3)
    
    
    62
    
    
    DirectorDavid W. House (1)(2)
    
    
    59
    
    
    DirectorWilliam R. Snipes (1)(2)(3)
    
    
    58
    
    
    Director
 
 (1)
    
    Member of Audit Committee(2)
    
    Member of Compensation Committee(3)
    
    Member of Nominating and Corporate Governance Committee
 D. Frank Harrison
 Richard B. Hefner
  1




---



##### Table of Contents



Dr. Gary C. Hill
 David W. House
 William R. Snipes
 Executive Officers
  Name
    
    Age
    
    
    PositionMark Dubberstein
    
    
    57
    
    
    PresidentZachary M. Graves
    
    
    35
    
    
    Executive Vice President of OperationsMatthew S. Porter
    
    
    34
    
    
    Chief Financial Officer, Treasurer and SecretarySteven R. Starke
    
    
    33
    
    
    Chief Accounting Officer
 Mark Dubberstein
 Zachary M. Graves
 Matthew S. Porter
  2




---



##### Table of Contents



Steven R. Starke
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Business Conduct and Ethics
 www.broncodrill.com
 Stockholder Nominations for Director Nominees
  Audit Committee
  
  3




---



##### Table of Contents



Item 11.
    
    Executive Compensation.
 Compensation Discussion and Analysis
 Overview of Compensation Program
   Compensation Philosophy and Objectives
  
    
    Attract and retain key executives. We believe that to attract and retain talented
executives, we must offer compensation that is competitive. We also believe that our
executive officers are critical to the long-term success of our company. To facilitate
their retention, we entered into employment agreements with Messrs. Harrison, Dubberstein
and Graves during 2006 and with Messrs. Porter and Starke during 2007, in each case, on
terms that we believe are competitive. In setting the salary and bonus for each of these
individuals pursuant to such employment agreements, our board of directors believed that
the combined value of base salary and bonus was competitive with that paid to similarly
situated executives.
 
    
    Align the interests of our executives with those of our stockholders. In 2010, the
Company used restricted stock awards to provide long-term incentive compensation and to
align the financial interests of our executives with those of our stockholders. For a
discussion of the Companys long-term incentive policy and equity awards, see Long Term
Incentive Compensation below.
 
    
    Motivate and reward individual performance and contributions. The Companys evaluation
of the individual performance of each executive officer affects most aspects of the
executives compensation. Individual performance and level of responsibility are
considered in determining an executives annual salary, and are important factors in
deciding discretionary bonuses and equity awards.
 Compensation Benchmarking
   
    
    Atwood Oceanics, Inc.
    
    Basic Energy Services Inc.
    
    Chesapeake Energy Corporation
    
    Complete Production Services Inc.
    
    Devon Energy Corporation
    
    Helmerich & Payne Inc.
 
    
    Key Energy Services Inc.
    
    Patterson UTI Energy
    
    Pioneer Drilling Company
    
    Sandridge Energy Corporation
    
    Union Drilling Inc
     4




---



##### Table of Contents



Role of Executive Officers
  Base Salary
   Bonus
   Long-Term Incentive Compensation
 2010 Awards.
  5




---



##### Table of Contents



2011 Awards.
 Long-Term Incentive Policy.
  Perquisites and Other Personal Benefits
  Broad-Based Employee Benefits
 4 01(k) Plan
  Employment Agreements
   6




---



##### Table of Contents



7




---



##### Table of Contents



Other Change of Control Arrangements
  Deductibility of Executive Compensation
  Compensation Committee Report on Executive Compensation
   COMPENSATION COMMITTEEWilliam R. Snipes, ChairmanDr. Gary C. HillDavid W. House
  8




---



##### Table of Contents



Compensation Tables
 Summary Compensation Table
  Name and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option
    
    
    All OtherPosition
    
    Year
    
    
    Salary
    
    
    Bonus (1)
    
    
    Stock Awards (2)
    
    
    Awards
    
    
    Compensation (3)
    
    
    TotalD. Frank Harrison
    
    
    2010
    
    
    $
    750,000
    
    
    
    
    
    
    $
    1,583,160
    
    
    
    
    
    
    $
    101,423
    
    
    $
    2,434,583Chairman and Chief Executive
    
    
    2009
    
    
    $
    467,308
    
    
    $
    300,000
    
    
    $
    593,446
    
    
    
    
    
    
    $
    29,872
    
    
    $
    1,390,626Officer
    
    
    2008
    
    
    $
    450,000
    
    
    $
    300,000
    
    
    $
    671,000
    
    
    
    
    
    
    $
    22,334
    
    
    $
    1,443,334Mark Dubberstein (4)
    
    
    2010
    
    
    $
    325,000
    
    
    $
    100,000
    
    
    $
    1,564,200
    
    
    
    
    
    
    $
    63,610
    
    
    $
    2,052,810President
    
    
    2009
    
    
    $
    337,500
    
    
    
    
    
    
    $
    377,145
    
    
    
    
    
    
    $
    38,286
    
    
    $
    752,9312008
    
    
    $
    325,000
    
    
    $
    100,000
    
    
    $
    447,329
    
    
    
    
    
    
    $
    37,784
    
    
    $
    910,113Zachary M. Graves (5)
    
    
    2010
    
    
    $
    325,000
    
    
    $
    100,000
    
    
    $
    1,564,200
    
    
    
    
    
    
    $
    52,707
    
    
    $
    2,041,907Executive Vice President of
    
    
    2009
    
    
    $
    337,500
    
    
    
    
    
    
    $
    428,461
    
    
    
    
    
    
    $
    23,036
    
    
    $
    788,997Operations
    
    
    2008
    
    
    $
    325,000
    
    
    $
    100,000
    
    
    $
    648,629
    
    
    
    
    
    
    $
    14,373
    
    
    $
    1,088,002Steven R. Starke (6)
    
    
    2010
    
    
    $
    150,000
    
    
    $
    50,000
    
    
    $
    127,980
    
    
    
    
    
    
    $
    33,487
    
    
    $
    361,467Chief Accounting Officer
    
    
    2009
    
    
    $
    155,769
    
    
    
    
    
    
    $
    119,185
    
    
    
    
    
    
    $
    7,788
    
    
    $
    282,7422008
    
    
    $
    134,615
    
    
    $
    20,000
    
    
    $
    134,764
    
    
    
    
    
    
    $
    6,731
    
    
    $
    296,110Matthew S. Porter (7)
    
    
    2010
    
    
    $
    250,000
    
    
    $
    85,000
    
    
    $
    237,000
    
    
    
    
    
    
    $
    41,651
    
    
    $
    613,651Chief Financial Officer, Treasurer
    
    
    2009
    
    
    $
    234,231
    
    
    
    
    
    
    $
    52,800
    
    
    
    
    
    
    $
    8,327
    
    
    $
    295,358and Secretary
    
    
    2008
    
    
    $
    197,308
    
    
    
    
    
    
    $
    134,200
    
    
    
    
    
    
    $
    7,789
    
    
    $
    339,297
 
 (1)
    
    Reflects cash award paid in 2010, 2009 and 2008, respectively.(2)
    
    Reflects the aggregate grant date fair value of equity awards granted in the respective years
computed in accordance with ASC Topic 718.(3)
    
    All Other Compensation consists of the following:
 MedicalMatching
    
    
    Club
    
    
    Use of
    
    
    Expense
    
    
    Vehicle SalesContributions
    
    
    Membership
    
    
    Company
    
    
    Reimburse-
    
    
    Price
    
    
    Car
    
    
    OtherName
    
    Year
    
    
    to 401(k)
    
    
    Dues
    
    
    Vehicles
    
    
    ments
    
    
    Discount(a)
    
    
    Allowance
    
    
    Services(6)D. Frank Harrison
    
    
    2010
    
    
    $
    21,164
    
    
    
    
    
    
    $
    231
    
    
    $
    22,398
    
    
    $
    12,622
    
    
    $
    17,000
    
    
    $
    28,0082009
    
    
    $
    21,978
    
    
    
    
    
    
    
    
    
    
    $
    7,894
    
    
    
    
    
    
    
    
    
    
    
    2008
    
    
    $
    15,577
    
    
    
    
    
    
    
    
    
    
    $
    6,757
    
    
    
    
    
    
    
    
    
    
    
    Mark Dubberstein
    
    
    2010
    
    
    $
    16,250
    
    
    $
    3,375
    
    
    $
    258
    
    
    $
    15,058
    
    
    $
    11,669
    
    
    $
    17,000
    
    
    
    2009
    
    
    $
    16,875
    
    
    $
    8,576
    
    
    $
    1,722
    
    
    $
    11,113
    
    
    
    
    
    
    
    
    
    
    
    2008
    
    
    $
    13,125
    
    
    $
    12,246
    
    
    
    
    
    
    $
    12,413
    
    
    
    
    
    
    
    
    
    
    
    Zachary M. Graves
    
    
    2010
    
    
    $
    11,875
    
    
    $
    9,835
    
    
    $
    213
    
    
    $
    4,367
    
    
    $
    9,417
    
    
    $
    17,000
    
    
    
    2009
    
    
    $
    11,875
    
    
    $
    5,228
    
    
    $
    3,332
    
    
    $
    2,601
    
    
    
    
    
    
    
    
    
    
    
    2008
    
    
    $
    11,250
    
    
    
    
    
    
    $
    958
    
    
    $
    2,165
    
    
    
    
    
    
    
    
    
    
    
    Steven R. Starke
    
    
    2010
    
    
    $
    7,500
    
    
    
    
    
    
    $
    2,537
    
    
    
    
    
    
    $
    6,950
    
    
    $
    16,500
    
    
    
    2009
    
    
    $
    7,788
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2008
    
    
    $
    6,731
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Matthew S. Porter
    
    
    2010
    
    
    $
    12,477
    
    
    $
    4,653
    
    
    $
    982
    
    
    $
    125
    
    
    $
    6,414
    
    
    $
    17,000
    
    
    
    2009
    
    
    $
    8,327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2008
    
    
    $
    7,789
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (a)
    Reflects the fair value of Company vehicles less the sales price paid by executive officers.(b)
    Amount of secretarial and other administrative services.
 (4)
    
    Mr. Dubberstein has served as our President since June 2007. Mr. Dubberstein previously
served as our General Counsel from January 2006 to June 2007.(5)
    
    Mr. Graves has served as our Executive Vice President of Operations since January 2010. Mr.
Graves previously served as our Chief Financial Officer, Treasurer and Secretary from April
2005 to January 2010.(6)
    
    Mr. Starke has served as our Chief Accounting Officer since June 2007. Mr. Starke previously
served as our Controller from May 2005 to June 2007.(7)
    
    Mr. Porter has served as our Chief Financial Officer, Treasurer and Secretary since January
2010. Mr. Porter previously served as our Vice President of Corporate Finance from June 2007
to January 2010, and our manager of corporate development from June 2006 to May 2007.
  9




---



##### Table of Contents



Grants of Plan-Based Awards
  All Other Stock
    
    
    All Other OptionAwards:
    
    
    Awards:Number of
    
    
    Exercise orSecurities
    
    
    Base Price of
    
    
    Grant Date FairNumber of Shares
    
    
    Underlying
    
    
    Option
    
    
    Value of Stock andName
    
    Grant Date
    
    
    of Stock or Units(1)
    
    
    Options
    
    
    Awards
    
    
    Option Awards (2)D. Frank Harrison
    
    
    04/19/2010
    
    
    
    334,000
    
    
    
    
    
    
    
    
    
    
    $
    1,583,160Mark Dubberstein
    
    
    04/19/2010
    
    
    
    330,000
    
    
    
    
    
    
    
    
    
    
    $
    1,564,200Zachary M. Graves
    
    
    04/19/2010
    
    
    
    330,000
    
    
    
    
    
    
    
    
    
    
    $
    1,564,200Steven R. Starke
    
    
    04/19/2010
    
    
    
    27,000
    
    
    
    
    
    
    
    
    
    
    $
    127,980Matthew S. Porter
    
    
    04/19/2010
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    $
    237,000
 
 (1)
    
    Reflects shares of restricted stock awarded in April 2010 under our 2006 Stock Incentive Plan.(2)
    
    Reflects the grant date fair value of each equity award computed in accordance with ASC Topic 718.
 Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number ofUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Shares or Units
    
    
    Market Value ofUnexercised
    
    
    Unexercised
    
    
    
    
    
    
    
    
    
    
    of Stock That
    
    
    Shares or UnitsOptions
    
    
    Options
    
    
    Option
    
    
    Option
    
    
    Have Not
    
    
    of Stock ThatName
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercise Price
    
    
    Expiration Date
    
    
    Vested
    
    
    Have Not Vested(1)D. Frank Harrison
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    340,197
    
    
    $
    2,721,576Mark Dubberstein
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    315,714
    
    
    $
    2,525,712Zachary M. Graves
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    320,574
    
    
    $
    2,564,592Steven R. Starke
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,286
    
    
    $
    306,288Matthew S. Porter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,000
    
    
    $
    440,000
 (1)
    
    Calculated by multiplying the number of unvested shares of restricted stock by the closing price of our common stock on The NASDAQ Global Select Market on December
31, 2010, or $8.00.
 Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    Value
    
    
    Number of SharesAcquired on
    
    
    Realized on
    
    
    Acquired on
    
    
    Value RealizedName
    
    Exercise
    
    
    Exercise
    
    
    Vesting
    
    
    on Vesting(1)D. Frank Harrison
    
    
    
    
    
    
    
    
    
    
    131,198
    
    
    $
    633,246Mark Dubberstein
    
    
    
    
    
    
    
    
    
    
    110,716
    
    
    $
    534,878Zachary M. Graves
    
    
    
    
    
    
    
    
    
    
    123,075
    
    
    $
    595,189Steven R. Starke
    
    
    
    
    
    
    
    
    
    
    17,974
    
    
    $
    88,030Matthew S. Porter
    
    
    
    
    
    
    
    
    
    
    11,666
    
    
    $
    57,247
 (1)
    
    Calculated by multiplying the number of shares of restricted stock by the closing price of our common stock
on The NASDAQ Global Select Market on the date of vesting.
  10




---



##### Table of Contents



Nonqualified Deferred Compensation
  Pension Benefits
  Potential Payments upon Termination or Change-in-Control
  Termination Following a Change of Control
 Vesting ofRestricted
    
    
    Excise TaxName
    
    Salary (1)
    
    
    Bonus
    
    
    Stock (4)
    
    
    Gross-Up
    
    
    TotalD. Frank Harrison
    
    $
    2,250,000
    
    
    $
    600,000
    (2)
    
    $
    2,721,576
    
    
    
    
    
    
    $
    5,571,576Mark Dubberstein
    
    $
    975,000
    
    
    $
    200,000
    (2)
    
    $
    2,525,712
    
    
    
    
    
    
    $
    3,700,712Zachary M. Graves
    
    $
    975,000
    
    
    $
    200,000
    (2)
    
    $
    2,564,592
    
    
    
    
    
    
    $
    3,739,592Steven R. Starke
    
    $
    450,000
    
    
    $
    150,000
    (3)
    
    $
    306,288
    
    
    
    216,658
    
    
    $
    1,122,946Matthew S. Porter
    
    $
    750,000
    
    
    $
    255,000
    (3)
    
    $
    440,000
    
    
    $
    441,847
    
    
    $
    1,886,847
 (1)
    
    Calculated as an amount equal to three times the named executive officers highest paid annual base salary.(2)
    
    Calculated as an amount equal to three times the named executive officers average bonus for the last three years or such lesser number of years as
the named executive officers may have been employed.(3)
    
    Calculated as an amount equal to three times the named executive officers highest paid annual bonus during his employment with the Company.(4)
    
    Calculated by multiplying the number of unvested shares of restricted stock by the closing price of our common stock on The NASDAQ Global Select
Market on December 31, 2010, or $8.00.
 Termination Without Cause or For Good Reason
 ContinuedVesting of
    
    
    BenefitRestricted
    
    
    PlanName
    
    Salary (1)
    
    
    Bonus (2)
    
    
    Stock (3)
    
    
    Coverage (4)
    
    
    TotalD. Frank Harrison
    
    $
    1,937,500
    
    
    $
    150,000
    
    
    $
    2,721,576
    
    
    $
    21,111
    
    
    $
    4,830,187Mark Dubberstein
    
    $
    514,583
    
    
    $
    50,000
    
    
    $
    2,525,712
    
    
    $
    16,055
    
    
    $
    3,106,350Zachary M. Graves
    
    $
    839,583
    
    
    $
    50,000
    
    
    $
    2,564,592
    
    
    $
    26,195
    
    
    $
    3,480,370Steven R. Starke
    
    $
    237,500
    
    
    $
    25,000
    
    
    $
    306,288
    
    
    $
    16,055
    
    
    $
    584,843Mathew S. Porter
    
    $
    385,417
    
    
    $
    42,500
    
    
    $
    440,000
    
    
    $
    20,280
    
    
    $
    888,197
 (1)
    
    Calculated as an amount equal to the named executive officers base salary as in effect
on the termination date continuing through the remaining term of each named executive
officers agreement.(2)
    
    Calculated as the greater of any target bonus for the year of termination or the average
of the immediately preceding two years annual incentive bonuses received by the named
executive officer or such lesser number of years as the named executive officer may have
been employed.(3)
    
    Calculated by multiplying the number of unvested shares of restricted stock by the
closing price of our common stock on The NASDAQ Global Select Market on December 31,
2010, or $8.00.(4)
    
    Reflects the estimated cost to us to provide existing medical and dental benefits to each
named executive officer for the time period remaining in each named executive officers
agreement.
  11




---



##### Table of Contents



Termination Upon Death
  Termination Upon Disability
  Director Compensation
  Directors Compensation Table for the Fiscal Year Ended December 31, 2010
 Fees Earnedor Paid in
    
    
    Stock
    
    
    Option
    
    
    All OtherName
    
    Cash
    
    
    Awards (1)
    
    
    Awards
    
    
    Compensation
    
    
    TotalRichard B. Hefner (2)
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    Gary C. Hill
    
    $
    36,000
    
    
    $
    71,100
    
    
    
    
    
    
    
    
    
    
    $
    107,100David W. House
    
    $
    36,000
    
    
    $
    71,100
    
    
    
    
    
    
    
    
    
    
    $
    107,100David L. Houston
    
    $
    36,000
    
    
    $
    71,100
    
    
    
    
    
    
    
    
    
    
    $
    107,100William R. Snipes
    
    $
    36,000
    
    
    $
    71,100
    
    
    
    
    
    
    
    
    
    
    $
    107,100
 (1)
    
    Reflects the aggregate grant date fair value of each equity award computed in accordance with ASC Topic 718.(2)
    
    Mr. Hefner was elected to our board of directors at our annual meeting of stockholders held on December 10, 2010. Mr. Hefner replaced Mr. Houston who
decided not to stand for reelection to our board of directors.
    12




---



##### Table of Contents



2006 Stock Incentive Plan
      2005 Stock Incentive Plan
   13




---



##### Table of Contents



Equity Compensation Plan Information
  Number of
    
    
    Weighted
    
    
    Number of SecuritiesSecurities to be
    
    
    Average Exercise
    
    
    Remaining Available forIssued Upon
    
    
    Price Per Share
    
    
    Future Issuance UnderExercise of
    
    
    of Outstanding
    
    
    Equity CompensationOutstanding
    
    
    Options,
    
    
    Plans(1)Options, Warrants
    
    
    Warrants and
    
    
    (Excluding SecuritiesPlan Category
    
    and Rights
    
    
    Rights
    
    
    Reflected in Column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    
    
    
    
    
    
    
    
    2,549,878Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    2,549,878
 (1)
    
    As of April 25, 2011, we had no options to purchase shares of our
common stock outstanding. As of April 25, 2011, we had issued
2,791,728 shares of our restricted stock under the 2006 Plan less
withholdings and forfeitures. The securities remaining available
for future issuance reflect securities that may be issued under
the 2006 Plan, as no more shares remain available for the grant of
awards under the 2005 Plan.
 Liability Insurance and Indemnification Agreements
  Compensation Committee Interlocks and Insider Participation
   Security Ownership of Certain Beneficial Owners and Management
    14




---



##### Table of Contents



Principal Stockholders
 Shares
    
    
    PercentBeneficially
    
    
    BeneficiallyName and Address of Beneficial Owner
    
    Owned
    
    
    Owned5% StockholdersThird Avenue Management LLC
    
    
    4,879,976
    (1)
    
    
    16.9
    %622 Third Avenue
32 Floor
New York, NY 10017Inmobiliaria Carso S.A. de C.V
    
    
    4,200,000
    (2)
    
    
    14.6
    %Insurgentes Sur #3500
PB Col. Pena Pobre
Delegacion Tlalpan, CP
14060 Mexico D.F.
MexicoMetLife Advisers, LLC
    
    
    3,755,857
    (3)
    
    
    13.0
    %501 Boylston Street
Boston, MA 02116Dimensional Fund Advisors LP
    
    
    1,933,355
    (4)
    
    
    6.7
    %Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746Chesapeake Energy Corporation
    
    
    
    (5)
    
    
    
    (5)6100 North Western Avenue
Oklahoma City, Oklahoma 73118
 (1)
    
    Based solely upon information obtained from Schedule 13D filed with
the SEC on April 21, 2011 on behalf of Third Avenue Management LLC
(TAM). TAM, in its capacity as investment advisor, has sole power
to vote or to direct the vote with respect to 4,879,976 shares of our
common stock and has sole power to dispose or to direct the
disposition of 4,879,976 shares of our common stock. Met Investors
Series Trust-Third Avenue Small Cap Portfolio, an investment company
registered under the Investment Company Act of 1940, has the right to
receive dividends from, and the proceeds from the sale of, 3,830,095
of the shares reported by TAM, OFI Select-Third Avenue US Equity Fund
(SICAV), an offshore fund for which TAM acts as investment advisor,
has the right to receive dividends from, and the proceeds from the
sale of, 85,688 of the shares reported by TAM, Third Avenue Small Cap
Value Fund, an investment company registered under the Investment
Company Act of 1940, has the right to receive dividends from, and the
proceeds from the sale of, 848,535 of the shares reported by TAM,
Third Avenue Small Cap Value Fund UCITS, an umbrella open-ended
investment company authorized by the Irish Financial Services
Regulatory Authority under the European Communities (Undertakings for
Collective Investment in Transferable Securities) Regulations, has the
right to receive dividends from, and the proceeds from the sale of,
7,000 of the shares reported by TAM, Touchstone Variable Series
Trust-Touchstone Third Avenue Value Fund, an investment company
registered under the Investment Company Act of 1940, has the right to
receive dividends from, and the proceeds from the sale of, 108,658 of
the shares reported by TAM.(2)
    
    Based solely upon information obtained from Schedule 13D/A filed with
the SEC on April 19, 2011 by Inmobiliaria Carso, S.A. de C.V., or
Inmobiliaria, and Carso Infraestructura y Construccion, S.A.B. de.
C.V., or CICSA. Pursuant to the Schedule 13D/A, Inmobiliaria
beneficially owns directly 4,200,000 shares of our common stock as of
April 19, 2011. CICSA directly owns a warrant, which represents the
right, subject to certain terms, conditions and limitations, to
purchase up to 5,440,770 shares of our common stock. As of April 19,
2011, the number of shares of our common stock issuable upon exercise
of the warrant after giving effect to the limitations set forth in the
warrant is 1,554,360 shares of our common stock. Mr. Carlos Slim Helú,
Mr. Carlos Slim Domit, Mr. Marco Antonio Slim Domit, Mr. Patrick Slim
Domit, Ms. Maria Soumaya Slim Domit, Ms. Vanessa Paola Slim Domit and
Ms. Johanna Monique Slim Domit indirectly beneficially own a majority
of the issued and outstanding voting and equity securities of each of
Inmobiliaria and CICSA and therefore may be deemed to share beneficial
ownership of all of the company shares beneficially owned by
Inmobiliaria and CICSA. Due to the relationship among Inmobiliaria,
CICSA and each of the individuals listed above, these reporting
persons may be deemed to constitute a group, and therefore each
reporting person may be deemed to beneficially own all of the company
shares beneficially owned by Inmobiliaria and CICSA. Each of
Inmobiliaria and CICSA disclaims beneficial ownership of all of the
shares of our common stock that may be deemed to be beneficially owned
by it except with respect to any shares of our common stock directly
owned by such reporting person.
  15




---



##### Table of Contents



(3)
    
    Based solely upon information obtained from Schedule 13G filed with
the SEC on February 10, 2010 by MetLife Advisers, LLC, or Met. Met,
in its capacity as an investment advisor, serves as investment manager
of each series of Met Investors Series Trust, or the Trust. In its
role as investment manager of the Trust, Met has contracted with
certain sub-advisers to make the day-to-day investment decisions for
the certain series of the Trust. Pursuant to the 13G, Met has shared
power to vote or to direct the vote with respect to 3,755,857 shares
of our common stock and has shared power to dispose or direct the
disposition of 3,755,857 shares of our common stock.(4)
    
    Based solely upon information obtained from Schedule 13G filed with
the SEC on February 11, 2011 on behalf of Dimensional Fund Advisors
LP, or Dimensional. Pursuant to the Schedule 13G, Dimensional, in its
capacity as investment advisor, furnishes investment advice to
investment companies, and serves as investment manager to certain
other commingled group trusts and separate accounts (collectively, the
Funds). In certain cases, subsidiaries of Dimensional may act as an
adviser or sub-adviser to certain Funds. In its role as investment
advisor, sub-adviser and/or manager, Dimensional or its subsidiaries
has sole power to vote or direct the vote with respect to 1,933,355
shares of our common stock and has sole power to dispose or to direct
the disposition of 1,933,355 shares of our common stock, and may be
deemed to be the beneficial owner of our shares held by the Funds.
However, pursuant to the Schedule 13G, all securities reported are
owned by the Funds. Dimensional disclaims beneficial ownership of
such securities.(5)
    
    On April 14, 2011, Chesapeake Energy Corporation and its indirect wholly owned
 subsidiary Nomac Acquisition, Inc., entered into Tender Support Agreements with Third Avenue
 Management LLC and Inmobiliaria Carso, S.A. de C.V., as disclosed in Schedule 13D filed with the
 SEC by Chesapeake Energy Corporation, (together with subsidiaries Nomac Acquisition, Inc.,
 Chesapeake Operating, Inc., Nomac Drilling, L.L.C.) on April 25, 2011, pursuant to which they
 may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with such shareholders
 the power to vote or direct the voting or disposition of their shares of common stock reflected in
 the table.
 Directors and Named Executive Officers
 Shares
    
    
    PercentBeneficially
    
    
    BeneficiallyName
    
    Owned
    
    
    OwnedD. Frank Harrison
    
    
    584,711
    (1)
    
    
    2.0
    %Richard B. Hefner
    
    
    15,000
    (2)
    
    
    *Dr. Gary C. Hill
    
    
    17,500
    (3)
    
    
    *David W. House
    
    
    66,240
    (4)
    
    
    *William R. Snipes
    
    
    24,000
    (5)
    
    
    *Mark Dubberstein
    
    
    289,749
    (6)
    
    
    1.0
    %Zachary M. Graves
    
    
    404,036
    (7)
    
    
    1.4
    %Matthew S. Porter
    
    
    87,765
    (8)
    
    
    *Steven R. Starke
    
    
    55,201
    (9)
    
    
    *Directors and executive officers as a group (9 persons)
    
    
    1,544,202
    (10)
    
    
    _5.4
    %
 
 *
    
    Less than 1%.(1)
    
    Includes 295,193 shares of restricted stock.(2)
    
    Includes 15,000 shares of restricted stock.(3)
    
    Includes 15,000 shares of restricted stock.(4)
    
    Includes 15,000 shares of restricted stock.(5)
    
    Includes 15,000 shares of restricted stock.(6)
    
    Includes 289,366 shares of restricted stock.(7)
    
    Includes 289,366 shares of restricted stock.(8)
    
    Includes 72,833 shares of restricted stock.(9)
    
    Includes 39,330 shares of restricted stock.(10)
    
    Includes 1,046,088 shares of restricted stock.
 
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
 Transactions with Related Persons
  Review and Approval of Related Party Transactions
   16




---



##### Table of Contents



Director Independence
  
 Item 14.
    
    Principal Accounting Fees and Services
  Fees
    
    2010
    
    
    2009Audit Fees (1)
    
    $
    323,591
    
    
    $
    365,703Audit Related Fees (2)
    
    
    
    
    
    $
    Tax Fees (3)
    
    $
    46,695
    
    
    $
    49,938All Other Fees
    
    
    
    
    
    
    Total
    
    $
    370,286
    
    
    $
    415,641
 (1)
    
    Fees for audit service included billings for our annual audit, reviews of our quarterly
reports, regulatory filings to the SEC, issuance of comfort letters and consents, Section 404
services, and out-of-pocket expenses associated with the services.(2)
    
    Audit related fees include fees for due diligence associated with acquisitions and benefit
plan audits, including out-of-pocket expenses.(3)
    
    Tax fees include tax compliance and related services.
    17




---



##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules.
 (1)
    
    Financial StatementsSee Index to Consolidated Financial Statements on page 47 of the Companys Form 10-K Filed with the Securities and Exchange
Commission on March 15, 2011.(2)
    
    Financial Statement SchedulesSee Notes to Consolidated Financial Statements on page 36 of the Companys Form 10-K Filed with the
Securities and Exchange Commission on March 15, 2011.(3)
    
    ExhibitsThe following exhibits are filed as part of this report or, where indicated, were previously filed
and are hereby incorporated by reference.
 ExhibitNo.
    
    Description2.1
    
    
    Merger Agreement, dated as of August 11, 2005, by and among
Bronco Drilling Holdings, L.L.C, Bronco Drilling Company, L.L.C.
and Bronco Drilling Company, Inc. (incorporated by reference to
Exhibit 2.1 to the Registration Statement on Form S-1, File No.
333-128861, filed by the Company with the SEC on October 6,
2005).2.2
    
    
    Agreement and Plan of Merger by and among the Company, BDC
Acquisition Company, Eagle Well Service, Inc. (Eagle), and the
stockholders of Eagle dated as of January 9, 2007 (incorporated
by reference to Exhibit 2.1 to the Companys Current Report on
Form 8-K, File No. 000-51571, filed by the Company with the SEC
on January 16, 2007).2.3
    
    
    Agreement and Plan of Merger, dated as of January 23, 2008, by
and among Allis-Chalmers Energy, Inc., Bronco Drilling Company,
Inc. and Elway Merger Sub, Inc. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K, File No.
000-51471, filed by the Company with the SEC on January 24,
2008).2.4
    
    
    First Amendment, dated as of June 1, 2008, to Agreement and Plan
of Merger by and among Allis-Chalmers Energy, Inc., Bronco
Drilling Company, Inc. and Elway Merger Sub, Inc. (incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K,
File No. 000-51471, filed by the Company with the SEC on June 2,
2008).2.5
    
    
    Membership Interest Purchase Agreement, dated September 18,
2009, by and among Bronco Drilling Company, Inc., Saddleback
Properties LLC and Carso Infraestructura y Construccion, S.A.B.
de C.V. (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K, File No. 000-51471, filed by the Company
with the SEC on September 23, 2009).3.1
    
    
    Amended and Restated Certificate of Incorporation of the
Company, dated August 11, 2005 (incorporated by reference to
Exhibit 2.1 to the Registration Statement on Form S-1, File No.
333-128861, filed by the Company with the SEC on October 6,
2005).3.2
    
    
    Bylaws of the Company (incorporated by reference to Exhibit 3.2
to Amendment No. 1 to the Registration Statement on Form S-1,
File No. 333-125405, filed by the Company with the SEC on July
14, 2005).4.1
    
    
    Form of Common Stock certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 2 to the Registration Statement on
Form S-1, File No. 333-125405, filed by the Company with the SEC
on August 2, 2005).10.1
    
    
    Credit Agreement, dated September 18, 2009, by and among Bronco
Drilling Company, Inc., certain subsidiaries of Bronco Drilling
Company, Inc., as guarantors, and Banco Inbursa S.A.,
Institución de Banca Múltiple, Grupo Financiero Inbursa, as
lender and as the issuing bank (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K, File No.
000-51471, filed by the Company with the SEC on September 23,
2009).10.2
    
    
    Warrant Agreement, dated September 18, 2009, by and among Bronco
Drilling Company, Inc. and Banco Inbursa S.A., Institución de
Banca Múltiple, Grupo Financiero Inbursa (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K,
File No. 000-51471, filed by the Company with the SEC on
September 23, 2009).
  18




---



##### Table of Contents



ExhibitNo.
    
    Description10.3
    
    
    Warrant No. W-1, dated September 18, 2009, by and among Bronco
Drilling Company, Inc. and Banco Inbursa S.A., Institución de
Banca Múltiple, Grupo Financiero Inbursa (incorporated by
reference to Exhibit 10.3 to the Current Report on Form 8-K,
File No. 000-51471, filed by the Company with the SEC on
September 23, 2009).10.4
    
    
    Registration Rights Agreement, dated September 18, 2009, by and
among Bronco Drilling Company, Inc., Banco Inbursa S.A.,
Institución de Banca Múltiple, Grupo Financiero Inbursa
(incorporated by reference to Exhibit 10.4 to the Current Report
on Form 8-K, File No. 000-51471, filed by the Company with the
SEC on September 23, 2009).+10.5
    
    
    Amended and Restated Employment Agreement, dated January 6,
2010, by and between the Company and Matthew S. Porter (incorporated by reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51471, filed by the Company with the SEC on March 15, 2010).+10.6
    
    
    Amended and Restated Employment Agreement, dated April 19, 2010,
by and between the Company and D. Frank Harrison (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K,
File No. 000-51571, filed by the Company with the SEC on April
21, 2010).*10.7
    
    
    Warrant No. W-2, dated September 18, 2009, by and among Bronco
Drilling Company, Inc. and Carso Infraestructura y Construcción,
S.A.B. de C.V.10.8
    
    
    Waiver Letter, dated February 9, 2010, by and between Bronco
Drilling Company, Inc. and Banco Inbursa S.A., Institución de
Banca Múltiple, Grupo Financiero Inbursa (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K,
File No. 000-51471, filed by the Company with the SEC on
February 16, 2010).+10.9
    
    
    Bronco Drilling Company, Inc. 2006 Stock Incentive Plan
(incorporated by reference to Appendix B to the Companys Proxy
Statement, filed by the Company with the SEC on April 28, 2008).+10.10
    
    
    Form of Restricted Stock Award Agreement (incorporated by
reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K, File No. 000-51571, filed by the Company with the SEC
on June 15, 2008).+10.11
    
    
    Form of Stock Option Agreement (incorporated by reference to
Exhibit 10.3 to the Companys Current Report on Form 8-K, File
No. 000-51571, filed by the Company with the SEC on June 15,
2008).+10.12
    
    
    Employment Agreement, dated effective August 8, 2006, by and
between the Company and Mark Dubberstein (incorporated by
reference to Exhibit 10.6 to the Companys Quarterly Report on
Form 10-Q, File No. 000-51471, filed by the Company with the SEC
on August 10, 2006).+10.13
    
    
    Employment Agreement, dated effective August 8, 2006, by and
between the Company and Zachary M. Graves (incorporated by
reference to Exhibit 10.5 to the Companys Quarterly Report on
Form 10-Q, File No. 000-51471, filed by the Company with the SEC
on August 10, 2006).+10.14
    
    
    Amendment to Employment Agreement, dated effective August 2,
2007, by and between the Company and Zachary M. Graves
(incorporated by reference to Exhibit 10.4 to the Companys
Quarterly Report on Form 10-Q, File No. 000-51471, filed by the
Company with the SEC on August 3, 2007).+10.15
    
    
    Employment Agreement, dated effective August 3, 2007, by and
between the Company and Steven R. Starke (incorporated by
reference to Exhibit 10.2 to the Companys Quarterly Report on
Form 10-Q, File No. 000-51471, filed by the Company with the SEC
on August 3, 2007).+10.16
    
    
    Bronco Drilling Company, Inc. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, File No. 000-51471, filed by the Company with the SEC on December 15, 2010).*21.1
    
    
    List of the Companys Subsidiaries.*23.1
    
    
    Consent of Grant Thornton LLP*24.1
    
    
    Power of Attorney (included on signature page).*31.1
    
    
    Certification of Chief Executive Officer of Bronco Drilling
Company, Inc. pursuant to Rule 13a-14(a) promulgated under the
Securities Exchange Act of 1934, as amended.**31.1
    (a)
    
    Certification of Chief Executive Officer of Bronco Drilling
Company, Inc. pursuant to Rule 13a-14(a) promulgated under the
Securities Exchange Act of 1934, as amended.*31.2
    
    
    Certification of Chief Financial Officer of Bronco Drilling
Company, Inc. pursuant to Rule 13a-14(a) promulgated under the
Securities Exchange Act of 1934, as amended.**31.2
    (a)
    
    Certification of Chief Financial Officer of Bronco Drilling
Company, Inc. pursuant to Rule 13a-14(a) promulgated under the
Securities Exchange Act of 1934, as amended.
  19




---



##### Table of Contents



ExhibitNo.
    
    Description*32.1
    
    
    Certification of Chief Executive Officer of Bronco Drilling
Company, Inc. pursuant to Rule 13a-14(b) promulgated under the
Securities Exchange Act of 1934, as amended, and Section 1350 of
Chapter 63 of Title 18 of the United States Code.+
    
    
    Management contract, compensatory plan or arrangement
 *
    
    Previously filed with the Companys Annual Report on Form 10-K
for the year ended December 31, 2010, filed with the SEC on
March 15, 2011.**
    
    Filed herewith.
  20




---



##### Table of Contents



SIGNATURES
  BRONCO DRILLING COMPANY, INC.Date: April 29, 2011
    By:
    /s/ D. Frank HarrisonD. Frank HarrisonChairman and Chief Executive Officer
(Principal Executive Officer)By:
    /s/ Matthew S. PorterMatthew S. PorterChief Financial Officer
(Principal Accounting and Financial Officer)  21