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)
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FEBRUARY 22, 2005 (FEBRUARY 22, 2005)
CHESAPEAKE ENERGY CORPORATION
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(Exact name of Registrant as specified in its Charter)
OKLAHOMA 1-13726 73-1395733
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
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(Address of principal executive offices) (Zip Code)
(405) 848-8000
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(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 230.425)
[_] 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))
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION
We issued a press release on February 22, 2005, which includes information
regarding our consolidated results of operations and financial condition as of
and for the quarterly period ended December 31, 2004 and for the full-year 2004.
It also includes updated information on our 2005 and 2006 outlook. The text of
that press release is attached to this Report as an exhibit and is incorporated
by reference herein.
The press release contains information concerning financial measures
that we use that may be considered "non-GAAP financial measures" under
Securities and Exchange Commission rules. Specifically, the press release
contains information concerning operating cash flow (defined as cash flow from
operating activities before changes in assets and liabilities) and EBITDA, each
of which is reconciled in the press release to cash from operating activities,
the most directly comparable financial measure reported under generally accepted
accounting principles.
With the filing of this report on Form 8-K and the issuance of the
attached press release, we are also updating our future outlook, which can be
found on our website at WWW.CHKENERGY.COM. We caution you that our outlook is
given as of February 22, 2005 based on currently available information, and that
we are not undertaking any obligation to update our estimates as conditions
change or other information becomes available.
This information, including the exhibit attached hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as may be expressly set forth by specific reference in this Report other than
under Item 2.02 hereof.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
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99.1 Chesapeake Energy Corporation press release dated
February 22, 2005
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SIGNATURE
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, hereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
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Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
Dated: February 22, 2005
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
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99.1 Chesapeake Energy Corporation press release dated
February 22, 2005
5