SCHEDULE 13G
Amendment No. 5
Chesapeake Energy Corporation
Common Stock
Cusip #165167107
Cusip #165167107
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 2,741,534
Item 6: 0
Item 7: 65,710,952
Item 8: 0
Item 9: 65,710,952
Item 11: 12.781%
Item 12: HC
Cusip #165167107
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 65,710,952
Item 8: 0
Item 9: 65,710,952
Item 11: 12.781%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
This Amendment to Schedule 13G filed by FMR LLC amends
the statement on Schedule 13G previously filed by FMR
Corp., the predecessor of FMR LLC.
Item 1(a). Name of Issuer:
Chesapeake Energy Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
6100 North Western Avenue
Oklahoma City, OK 73118
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
165167107
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 65,710,952
(b) Percent of Class: 12.781%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 2,741,534
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 65,710,952
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of Chesapeake Energy
Corporation. No one person's interest in the Common Stock
of Chesapeake Energy Corporation is more than five percent
of the total outstanding Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 13, 2008
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf of FMR Corp.
(now known as FMR LLC) and its direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 63,406,592 shares or
12.332% of the Common Stock outstanding of Chesapeake
Energy Corporation ("the Company") as a result of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940. The
number of shares of Common Stock of Chesapeake Energy
Corporation owned by the investment companies at December
31, 2007 included 382,931 shares of Common Stock resulting
from the assumed conversion of 149,600 shares of
CHESAPEAKE ENER 5% CV PFD (2.5597 shares of
Common Stock for each share of Convertible Preferred
Stock). The number of shares of Common Stock of
Chesapeake Energy Corporation owned by the investment
companies at December 31, 2007 included 558,755 shares of
Common Stock resulting from the assumed conversion of
246,800 shares of CHESAPEAKE ENERGY 4.5% CV PFD
(2.264 shares of Common Stock for each share of Convertible
Preferred Stock. The number of shares of Common Stock of
Chesapeake Energy Corporation owned by the investment
companies at December 31, 2007 included 1,130,568 shares of
Common Stock resulting from the assumed conversion of
$44,165,000 principal amount of CHESAPEAKE CV 2.75%
11/15/35 (25.5987 shares of Common Stock for each $1,000
principal amount of debenture). The number of shares of
Common Stock of Chesapeake Energy Corporation owned by
the investment companies at December 31, 2007 included
1,450,908 shares of Common Stock resulting from the
assumed conversion of $74,840,000 principal amount of
CHESAPEAKE ENRG CV 2.5% 5/37 (19.3868 shares of
Common Stock for each $1,000 principal amount of
debenture).
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 63,406,592 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Strategic Advisers, Inc., 82 Devonshire Street, Boston,
MA 02109, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, provides investment
advisory services to individuals. As such, FMR LLC's
beneficial ownership includes 6,995 shares, or 0.001%, of the
Common Stock stock outstanding of Chesapeake Energy
Corporation, beneficially owned through Strategic Advisers,
Inc.
Pyramis Global Advisors, LLC ("PGALLC"), 53 State
Street, Boston, Massachusetts, 02109, an indirect wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 16,500 shares or 0.003% of
the outstanding Common Stock of Chesapeake Energy
Corporation as a result of its serving as investment adviser to
institutional accounts, non-U.S. mutual funds, or investment
companies registered under Section 8 of the Investment
Company Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over
16,500 shares and sole power to vote or to direct the voting of
16,500 shares of Common Stock owned by the institutional
accounts or funds advised by PGALLC as reported above.
Pyramis Global Advisors Trust Company ("PGATC"),
53 State Street, Boston, Massachusetts, 02109, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 559,498 shares or 0.109% of the
outstanding Common Stock of the Chesapeake Energy
Corporation as a result of its serving as investment manager of
institutional accounts owning such shares. The number of
shares of Common Stock of Chesapeake Energy Corporation
owned by the institutional account(s) at December 31, 2007
included 243,548 shares of Common Stock resulting from the
assumed conversion of $9,435,000 principal amount of
CHESAPEAKE CV 2.75% 11/15/35 (25.5987 shares of
Common Stock for each $1,000 principal amount of
debenture).
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 559,498 shares and sole power to
vote or to direct the voting of 559,498 shares of Common
Stock owned by the institutional accounts managed by
PGATC as reported above.
Fidelity International Limited ("FIL"), Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda, and various foreign-based
subsidiaries provide investment advisory and management
services to a number of non-U.S. investment companies and
certain institutional investors. FIL, which is a qualified
institution under section 240.13d-1(b)(1) pursuant to an SEC
No-Action letter dated October 5, 2000, is the beneficial
owner of 1,721,367 shares or 0.335% of the Common Stock
outstanding of the Company. The number of shares of
Common Stock of Chesapeake Energy Corporation owned by
the institutional account(s) at December 31, 2007 included
52,525 shares of Common Stock resulting from the assumed
conversion of 23,200 shares of CHESAPEAKE ENERGY
4.5% CV PFD (2.264 shares of Common Stock for each share
of Convertible Preferred Stock). The number of shares of
Common Stock of Chesapeake Energy Corporation owned by
the institutional account(s) at December 31, 2007 included
3,584 shares of Common Stock resulting from the assumed
conversion of $140,000 principal amount of CHESAPEAKE
CV 2.75% 11/15/35 (25.5987 shares of Common Stock for
each $1,000 principal amount of debenture
Partnerships controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR LLC
and FIL, or trusts for their benefit, own shares of FIL voting
stock with the right to cast approximately 47% of the total
votes which may be cast by all holders of FIL voting stock.
FMR LLC and FIL are separate and independent corporate
entities, and their Boards of Directors are generally composed
of different individuals.
FMR LLC and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
LLC is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR LLC and FIL on a joint
basis.
FIL has sole dispositive power over 1,721,367 shares
owned by the International Funds. FIL has sole power to vote
or direct the voting of 1,612,083 shares and no power to vote
or direct the voting of 109,284 shares of Common Stock held
by the International Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 13, 2008, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of Chesapeake Energy Corporation at
December 31, 2007.
FMR LLC
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated
December 30, 1997, by and on behalf of FMR Corp. (now
known as FMR LLC) and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated
December 30, 1997, by and on behalf of Edward C. Johnson
3d
Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel