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10-K 1 chk-20161231_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2016

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File No. 1-13726

Chesapeake Energy Corporation

(Exact name of registrant as specified in its charter)

Oklahoma73-1395733
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6100 North Western Avenue
Oklahoma City, Oklahoma73118
(Address of principal executive offices)(Zip Code)

(405) 848-8000

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassName of Each Exchange on Which Registered
Common Stock, par value $0.01New York Stock Exchange
7.25% Senior Notes due 2018New York Stock Exchange
Floating Rate Senior Notes due 2019New York Stock Exchange
6.625% Senior Notes due 2020New York Stock Exchange
6.875% Senior Notes due 2020New York Stock Exchange
6.125% Senior Notes due 2021New York Stock Exchange
5.375% Senior Notes due 2021New York Stock Exchange
4.875% Senior Notes due 2022New York Stock Exchange
5.75% Senior Notes due 2023New York Stock Exchange
2.75% Contingent Convertible Senior Notes due 2035New York Stock Exchange
2.5% Contingent Convertible Senior Notes due 2037New York Stock Exchange
2.25% Contingent Convertible Senior Notes due 2038New York Stock Exchange
4.5% Cumulative Convertible Preferred StockNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [X] NO [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES [ ] NO [X]

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 [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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 [X] Accelerated Filer [ ] Non-accelerated Filer [ ] 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 [X]

The aggregate market value of our common stock held by non-affiliates on June 30, 2016, was approximately $3.3 billion. As of February 22, 2017, there were 906,830,905 shares of our $0.01 par value common stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2017 Annual Meeting of Shareholders are incorporated by reference in Part III.

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

2016 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PART IPage
Item 1. Business1
Item 1A. Risk Factors21
Item 1B. Unresolved Staff Comments33
Item 2. Properties33
Item 3. Legal Proceedings34
Item 4. Mine Safety Disclosures36
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities37
Item 6. Selected Financial Data39
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations40
Item 7A. Quantitative and Qualitative Disclosures About Market Risk68
Item 8. Financial Statements and Supplementary Data73
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure147
Item 9A. Controls and Procedures147
Item 9B. Other Information147
PART III
Item 10. Directors, Executive Officers and Corporate Governance148
Item 11. Executive Compensation148
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters148
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services148
PART IV
Item 15. Exhibits and Financial Statement Schedules148

PART I

Next: Item 1. Business