8-K

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): February 28, 2012

PETROLEUM DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

(Doing Business as PDC Energy)

Nevada	0-7246	95-2636730
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

1775 Sherman Street, Suite 3000

Denver, Colorado 80203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 860-5800

Not Applicable

(Former name or former address, if changed since last report)

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:

¨ 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))

Item 2.01. Completion of Acquisition or Disposition of Assets

On a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 22, 2011, Petroleum Development Corporation (dba PDC Energy) (the “Company”), a Nevada corporation, first reported that the Company had executed a Purchase and Sale Agreement with COG Operating LLC (“COG”), a wholly-owned subsidiary of Concho Resources Inc. (NYSE:CXO), dated December 20, 2011, pursuant to which COG agreed to purchase from the Company its core Permian Basin oil and gas properties, leasehold mineral interests and related assets for approximately $173.9 million, subject to customary adjustments, including adjustments based on title and environmental diligence to be conducted by COG. On February 28, 2012, this divestiture was completed with total proceeds received of $184.4 million, after preliminary closing adjustments. The effective date of the closing was November 1, 2011 and all proceeds and certain customary operational costs and expenses attributable to these assets will be apportioned between the Company and COG according to such date. Following the closing of the transaction, the Company has completely divested its Permian Basin assets.

Item 9.01. Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated balance sheet as of December 31, 2011 and the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2011 and 2010 to reflect the divestitures of the Company's Permian Basin assets are furnished as Exhibit 99.1 to this current report and are incorporated herein by reference.

(d) Exhibits

Exhibit No.	Description
99.1	Pro Forma Financial Information

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.

Date: March 2, 2012

PETROLEUM DEVELOPMENT CORPORATION
By:	/s/ Daniel W. Amidon
	Daniel W. Amidon
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Pro Forma Financial Information

EX-99.1

Exhibit 99.1

PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial statements are based on Petroleum Development Corporation's (dba PDC Energy) (the "Company's") historical condensed consolidated financial statements and adjusted to give effect to the disposition of its core Permian Basin assets to be accounted for as a discontinued operation. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2011 and 2010 give effect to the Permian Basin asset disposition as if it had occurred on January 1, 2010. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2011 gives effect to this disposition as if it had occurred on December 31, 2011. The unaudited pro forma condensed consolidated information has been prepared using estimates based on preliminary amounts and are subject to customary terms and adjustments, including adjustments for working capital.

The unaudited pro forma condensed consolidated information should be read in conjunction with the historical consolidated financial statements and accompanying notes which are included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2011 as filed on March 1, 2012 with the Securities and Exchange Commission.

The results of operations for the years ended December 31, 2011 and 2010 included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2011 give effect to the Permian Basin asset disposition as discontinued operations; therefore, no pro forma adjustments have been reflected in the condensed consolidated statements of operations for the years ended December 31, 2011 and 2010.

The pro forma condensed consolidated balance sheet as of December 31, 2011 includes the following adjustments:

• The sales price totaling $180.2 million, net of $4.2 million of capital expenses incurred subsequent to December 31, 2011, have been reflected as a repayment of the corporate credit facility outstanding balance of $209.0 million.

• The adjustment to properties and equipment, net, reflects a reduction of the book value of the Permian Basin assets.

• The net gain on the transactions, which has not been tax effected, is reflected as adjustments to retained earnings.

PETROLEUM DEVELOPMENT CORPORATION
(dba PDC Energy)
Pro Forma Condensed Consolidated Statements of Operations (1)
(unaudited; in thousands, except per share data)
	Year Ended December, 31
	2011			2010
	As Reported			As Reported
Revenues:
Natural gas, NGL and crude oil sales	$	276,605		$	205,029
Sales from natural gas marketing	66,419			69,071
Commodity price risk management gain, net	46,090			59,891
Well operations, pipeline income and other	6,846			9,030
Total revenues	395,960			343,021
Costs, expenses and other:
Production costs	69,085			64,872
Cost of natural gas marketing	65,465			68,015
Exploration expense	6,253			13,675
Impairment of natural gas and crude oil properties	25,159			6,481
General and administrative expense	61,454			42,188
Depreciation, depletion and amortization	128,907			108,095
Gain on sale of properties and equipment	(196		)	(174		)
Total costs, expenses and other	356,127			303,152
Income from operations	39,833			39,869
Interest income	47			71
Interest expense	(36,985		)	(33,250		)
Income from continuing operations before income taxes	2,895			6,690
Provision for income taxes	(183		)	652
Income from continuing operations	3,078			6,038
Less: net loss attributable to noncontrolling interests	—			(280		)
Income from continuing operations attributable to shareholders	$	3,078		$	6,318
Earnings per share - income from continuing operations:
Basic	$	0.13		$	0.33
Diluted	$	0.13		$	0.32
Weighted average common shares outstanding:
Basic	23,521			19,674
Diluted	23,871			19,821

(1) The pro forma condensed consolidated statements of operations are unchanged from the historical statements of operations as the Company's 2011 Form 10-K reflects the pending sale of the Permian Basin assets as discontinued operations.

PETROLEUM DEVELOPMENT CORPORATION
(dba PDC Energy)
Pro Forma Condensed Consolidated Balance Sheet
(unaudited; in thousands, except share and per share data)
	December 31, 2011
	As Reported			Pro Forma Adjustments - Divestiture			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	8,238		$	—		$	8,238
Other current assets	164,812			(1,774		)	163,038
Total current assets	173,050			(1,774		)	171,276
Properties and equipment, net	1,301,716			—			1,301,716
Assets held for sale	148,249			(148,249		)	—
Other assets	74,990			—			74,990
Total Assets	$	1,698,005		$	(150,023	)	$	1,547,982
Liabilities and Equity
Liabilities
Current liabilities	$	195,046		$	—		$	195,046
Long-term debt	532,157			(180,228		)	351,929
Deferred income taxes	207,573			—			207,573
Asset retirement obligations	46,316			(2,022		)	44,294
Other liabilities	52,801			—			52,801
Total liabilities	1,033,893			(182,250		)	851,643
Commitments and contingent liabilities
Equity
Shareholders' equity:
Preferred shares, par value $0.01 per share; authorized 50,000,000
shares; issued: none	—			—			—
Common shares, par value $0.01 per share; authorized 100,000,000
shares; issued: 23,634,958	236			—			236
Additional paid-in capital	217,707			—			217,707
Retained earnings	446,280			32,227			478,507
Treasury shares, at cost: 2,938	(111		)	—			(111		)
Total shareholders' equity	664,112			32,227			696,339
Total Liabilities and Equity	$	1,698,005		$	(150,023	)	$	1,547,982