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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d)

of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

November 30, 2004

 

CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

 

Oklahoma		1-13726		73-1395733
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

 

6100 North Western Avenue, Oklahoma City, Oklahoma		73118
(Address of principal executive offices)		(Zip Code)

 

(405) 848-8000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.1425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

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Section 8 – OTHER EVENTS

 

ITEM 8.01 – OTHER EVENTS

 

Beginning with the quarter ended September 30, 2004, we changed the manner of disclosure of financial information on our two segments, (1) exploration and production and (2) marketing. Previously, segment information was provided through our disclosure of financial information of our guarantor and non-guarantor subsidiaries, as our marketing operations were the only non-guarantor subsidiaries. On September 18, 2004, the marketing subsidiaries became guarantors of our senior debt, and, as a result, disclosure of financial information of our subsidiaries in the manner provided in previous filings is no longer required. We are filing with this current report audited consolidated financial statements in order to conform the presentation of prior year segment financial information to the presentation of segment financial information in the unaudited consolidated financial statements included in our Form 10-Q for the quarter ended September 30, 2004.

 

Note 8 of the notes to the audited consolidated financial statements included in exhibit 99 presents the following segment information for each of the three years in the period ended December 31, 2003. Other than the described conforming changes in note 8, the consolidated financial statements included in exhibit 99 are the same as the consolidated financial statements appearing in Item 8 of our Form 10-K for the year ended December 31, 2003.

 

		Exploration and Production			Marketing			Consolidated
For the Year Ended December 31, 2003:
Revenue		$	1,296,822		$	420,610		$	1,717,432
Production expenses and taxes			215,476			—			215,476
General and administrative			26,702			3,453			30,155
Oil and gas marketing expenses			—			410,288			410,288
Depreciation, depletion and amortization			383,065			3,193			386,258
Interest and other income			1,673			1,154			2,827
Interest expense			154,345			11			154,356
Other expenses			22,774			—			22,774
INCOME BEFORE INCOME TAXES			496,133			4,819			500,952
Income tax expense (benefit)			188,529			1,831			190,360
NET INCOME		$	307,604		$	2,988		$	310,592
TOTAL ASSETS		$	4,376,558		$	195,733		$	4,572,291
CAPITAL EXPENDITURES		$	2,086,102		$	27,265		$	2,113,367
For the Year Ended December 31, 2002:
Revenue		$	568,187		$	170,315		$	738,502
Production expenses and taxes			128,292			—			128,292
General and administrative			15,684			1,934			17,618
Oil and gas marketing expenses			—			165,736			165,736
Depreciation, depletion and amortization			233,378			1,820			235,198
Interest and other income			6,743			597			7,340
Interest expense			112,021			10			112,031
Other expenses			19,827			—			19,827
INCOME BEFORE INCOME TAXES			65,728			1,412			67,140
Income tax expense (benefit)			26,289			565			26,854
NET INCOME		$	39,439		$	847		$	40,286
TOTAL ASSETS		$	2,772,496		$	103,112		$	2,875,608
CAPITAL EXPENDITURES		$	826,088		$	7,281		$	833,369
For the Year Ended December 31, 2001:
Revenue		$	820,318		$	148,733		$	969,051
Production expenses and taxes			108,384			—			108,384
General and administrative			13,138			1,311			14,449
Oil and gas marketing expenses			—			144,373			144,373
Depreciation, depletion and amortization			181,485			80			181,565
Interest and other income			2,404			473			2,877
Interest expense			98,319			2			98,321
Other expenses			63,138			—			63,138
INCOME BEFORE INCOME TAXES			358,258			3,440			361,698
Income tax expense (benefit)			142,916			1,376			144,292
NET INCOME		$	215,342		$	2,064		$	217,406
TOTAL ASSETS		$	2,232,426		$	54,342		$	2,286,768
CAPITAL EXPENDITURES		$	1,031,676		$	291		$	1,031,967

 

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Item 9.01. Financial Statements and Exhibits

 

(c)

Exhibits:

 

23

Consent of PricewaterhouseCoopers LLP

 

99

Audited consolidated financial statements of Chesapeake Energy Corporation as of December 31, 2003 and 2002 and for the three years ended December 31, 2003

 

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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.

 

 

Dated: November 30, 2004

 

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