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December 15, 2005
Mr. John H. Pinkerton
President and Chief Executive Officer
Range Resources Corporation
777 Main Street, Suite 800
Fort Worth, TX 76102
Re: Range Resources Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 2, 2005
File No. 001-12209
Dear Mr. Pinkerton:
We have reviewed your Form 10-K for the Fiscal Year Ended
December 31, 2004 and have the following comments. We have
limited
our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Financial Statements
1. We note on page 56 you present the audit report for Great Lakes
Energy Partners, LLC`s financial statements for the fiscal year
ended
December 31, 2002; however, you have not included the accompanying
financial statements. We presume it is your intent to present
separate financial statements of Great Lakes Energy Partners, LLC
for
the fiscal year ended December 31, 2002 to satisfy the
requirements
of Rule 3-09 of Regulation S-X. If this is correct, please amend
your Form 10-K to include these financial statements.
Note 6 - Indebtedness, page 70
2. We note you issued 7.375% senior subordinated notes due in 2013
in
July of 2003 and filed a Form S-4 to register these notes in July
of
2004. In your disclosure you state the notes are guaranteed by
certain subsidiaries. Rule 3-10 of Regulation S-X requires
guarantors of debt securities to provide full financial statements
in
the registration statement and in annual and quarterly reports.
Guarantor reporting requirements may be reduced to the extent the
following criteria are met:
* Each of the subsidiary guarantors is 100% owned by the parent
company issuer;
* The guarantees are full and unconditional;
* The guarantees are joint and several; and
* The parent company`s financial statements are filed for the
periods
specified by Rule 3-01 of Regulation S-X and include, in a
footnote,
condensed consolidating information for the same periods in the
format specified by Rule 3-10(f)(4) of Regulation S-X; including
representation that the above criteria are met.
Please comply with the reporting requirements of Rule 3-10 of
Regulation S-X.
Please note the financial statement reporting requirements also
appear to be applicable to your 6.375% senior subordinated notes
due
in 2015, which were issued and registered in March of 2005.
Engineering Comments
Business, page 2
Acquisitions, page 4
3. We note a significant portion of your proved undeveloped
reserves
are attributable to royalty interests. We are concerned, in
general,
whether non-operator royalty owners (with no working interest) are
privy to the extensive technical data needed to perform reliable
estimates of proved reserves and the associated production
projections. Please explain to us how you obtained such technical
information for these royalty properties and how you determined
the
operator`s drilling schedule for these PUD locations. For these
disclosed royalty volumes, please submit to us your pertinent
reserve
engineering report(s) and the reports generated by the independent
consultants` review as described on page 15. These should include
a
spread sheet comparison - in hard copy and electronic format -
between your estimates of proved reserves and associated future
net
income and those of your independent consultants. Also address
the
procedures of this "review" and its differences from a "reserves
audit" and a "reserves estimate" as defined by the Society of
Petroleum Engineers.
Critical Accounting Policies and Estimates, page 26
4. We note your statement, "our estimates of proved reserves are
reviewed twice annually by independent engineers on behalf of each
of
the sixteen banks participating in our senior credit facility."
With
the view toward possible disclosure, explain to us the procedures
involved in this review. Address whether this review generates a
comparison between your estimates and those of the reviewers. If
so,
please submit it to us. If not, explain how this review has any
effect on the your disclosed proved reserve volumes. Address
whether
these independent engineers are also those that perform the
reviews
of your year-end proved reserves per page 15.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jenifer Gallagher at (202) 551- 3706 or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
You may contact Ronald Winfrey, Petroleum Engineer at (202) 551-
3704
with questions about engineering comments. Please contact me at
(202) 551-3740 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
Mr. John. H Pinkerton
Range Resources Corporation
December 15, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010