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United States securities and exchange commission logo
May 8, 2023
Mohit Singh
Chief Financial Officer
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, OK 73118
Re: Chesapeake Energy
Corporation
Form 10-K for the
fiscal year ended December 31, 2022
Filed on February
22, 2023
Form 8-K filed on
May 2, 2023
File No. 001-13726
Dear Mohit Singh:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 53
1. We note that your
discussion of the results of operations compares the year ended
December 31, 2022 with
the combined 2021 Successor and Predecessor periods.
Your discussion is also
supplemented with various tables that combine the 2021 Successor
and Predecessor periods
that contain the heading "Non-GAAP combined." Please revise
your disclosures to
eliminate any discussions and tables that present this combined
information. We do not
believe such a presentation is appropriate as the Predecessor
and Successor financial
statements are those of different reporting entities, prepared using
a different basis of
accounting, and are not comparable. Please refer to the guidance in
FASB ASC 852-10-45-26
and 45-27.
Mohit Singh
FirstName
ChesapeakeLastNameMohit Singh
Energy Corporation
Comapany
May 8, 2023NameChesapeake Energy Corporation
May 8,
Page 2 2023 Page 2
FirstName LastName
Adjusted Gross Margin by Operating Area, page 57
2. Revise your disclosure of the non-GAAP measure, Adjusted Gross Margin
by Operating
Area, to provide a reconcilation of these measures on an operating
area basis to their most
directly comparable GAAP measure as required by Item 10(e)(i)(1)(b) of
Regulation S-K.
Please identify Adjusted Gross Margin by Operating Area as a non-GAAP
measure under
your Non-GAAP Measures section presented on page 61 and provide all
relevant
disclosures required by Item 10(e) of Regulation S-K.
Form 8-K filed on May 2, 2023
Exhibit 99.2
Adjusted Gross Margin (unaudited), page 6
3. Consistent with the comment above, revise your disclosure of the
non-GAAP measure,
Adjusted Gross Margin by Operating Area, to provide a reconcilation of
these measures
on an operating area basis to their most directly comparable GAAP
measure as required
by Item 10(e)(i)(1)(b) of Regulation S-K. Please identify Adjusted
Gross Margin by
Operating Area as a non-GAAP measure under your Non-GAAP Measures
section
presented on page 8 and provide all relevant disclosures required by
Item 10(e) of
Regulation S-K.
Non-GAAP Financial Measures, page 8
4. We refer you to page 9. Please revise the net income per share amounts
after adjustments
that are presented alongside Adjusted net income (Non-GAAP) to be
labeled as non-
GAAP earnings per share. Additionally, please identify this non-GAAP
per share measure
in your discussion on page 8 and provide all required disclosures
under Item 10(e) of
Regulation S-K.
5. We refer you to page 11 and the reconciliation of Adjusted free cash
flow (non-GAAP).
Please tell us the nature of the adjustment free cash flow associated
with assets under
contract and your consideration of Question 100.01 of the Compliance
Disclosure
& Interpretations issued by the Division of Corporation Finance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Mohit Singh
Chesapeake Energy Corporation
May 8, 2023
Page 3
You may contact Brian McAllister at (202) 551-3341 or Shannon Buskirk
at (202) 551-
3717 if you have questions regarding comments on the financial statements and
related matters.
FirstName LastNameMohit Singh Sincerely,
Comapany NameChesapeake Energy Corporation
Division of
Corporation Finance
May 8, 2023 Page 3 Office of Energy &
Transportation
FirstName LastName