Condensed Financial Information of Parent Company Only Disclosure | Condensed Consolidating Financial Information Chesapeake Energy Corporation is a holding company, owns no operating assets and has no significant operations independent of its subsidiaries. Our obligations under our outstanding senior notes and contingent convertible senior notes listed in Note 3 are fully and unconditionally guaranteed, jointly and severally, by certain of our 100% owned subsidiaries on a senior unsecured basis. Subsidiaries with noncontrolling interests, consolidated variable interest entities and certain de minimis subsidiaries are non-guarantors. Our former oilfield services subsidiaries were separately capitalized and were not guarantors of our debt obligations. The tables below are condensed consolidating financial statements for Chesapeake Energy Corporation (parent) on a stand-alone, unconsolidated basis, and its combined guarantor and combined non-guarantor subsidiaries as of June 30, 2015 and December 31, 2014 and for the three and six months ended June 30, 2015 and 2014. This financial information may not necessarily be indicative of our results of operations, cash flows or financial position had these subsidiaries operated as independent entities. CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2015 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 2,148 $ 1 $ 30 $ (128 ) $ 2,051 Restricted cash — — 38 — 38 Other 78 2,013 51 — 2,142 Intercompany receivable, net 24,917 — 365 (25,282 ) — Total Current Assets 27,143 2,014 484 (25,410 ) 4,231 PROPERTY AND EQUIPMENT: Oil and natural gas properties, at cost based on full cost accounting, net — 19,478 716 1,090 21,284 Other property and equipment, net — 2,237 1 — 2,238 Property and equipment held for sale, net — 93 — — 93 Total Property and Equipment, Net — 21,808 717 1,090 23,615 LONG-TERM ASSETS: Other assets 121 614 27 (10 ) 752 Investments in subsidiaries and intercompany advances (5,967 ) 188 — 5,779 — TOTAL ASSETS $ 21,297 $ 24,624 $ 1,228 $ (18,551 ) $ 28,598 CURRENT LIABILITIES: Current liabilities $ 1,547 $ 3,653 $ 56 $ (128 ) $ 5,128 Intercompany payable, net — 24,785 — (24,785 ) — Total Current Liabilities 1,547 28,438 56 (24,913 ) 5,128 LONG-TERM LIABILITIES: Long-term debt, net 10,655 — — — 10,655 Deferred income tax liabilities — 1,263 78 67 1,408 Other long-term liabilities 137 890 137 — 1,164 Total Long-Term Liabilities 10,792 2,153 215 67 13,227 EQUITY: Chesapeake stockholders’ equity 8,958 (5,967 ) 957 5,010 8,958 Noncontrolling interests — — — 1,285 1,285 Total Equity 8,958 (5,967 ) 957 6,295 10,243 TOTAL LIABILITIES AND EQUITY $ 21,297 $ 24,624 $ 1,228 $ (18,551 ) $ 28,598 CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2014 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 4,100 $ 2 $ 84 $ (78 ) $ 4,108 Restricted cash — — 38 — 38 Other 55 3,174 93 — 3,322 Intercompany receivable, net 24,527 — 341 (24,868 ) — Total Current Assets 28,682 3,176 556 (24,946 ) 7,468 PROPERTY AND EQUIPMENT: Oil and natural gas properties, at cost based on full cost accounting, net — 28,358 1,112 673 30,143 Other property and equipment, net — 2,276 3 — 2,279 Property and equipment held for sale, net — 93 — — 93 Total Property and Equipment, Net — 30,727 1,115 673 32,515 LONG-TERM ASSETS: Other assets 153 618 26 (29 ) 768 Investments in subsidiaries and intercompany advances 126 467 — (593 ) — TOTAL ASSETS $ 28,961 $ 34,988 $ 1,697 $ (24,895 ) $ 40,751 CURRENT LIABILITIES: Current liabilities $ 792 $ 5,081 $ 68 $ (78 ) $ 5,863 Intercompany payable, net — 24,940 — (24,940 ) — Total Current Liabilities 792 30,021 68 (25,018 ) 5,863 LONG-TERM LIABILITIES: Long-term debt, net 11,154 — — — 11,154 Deferred income tax liabilities — 3,751 234 200 4,185 Other long-term liabilities 112 1,090 142 — 1,344 Total Long-Term Liabilities 11,266 4,841 376 200 16,683 EQUITY: Chesapeake stockholders’ equity 16,903 126 1,253 (1,379 ) 16,903 Noncontrolling interests — — — 1,302 1,302 Total Equity 16,903 126 1,253 (77 ) 18,205 TOTAL LIABILITIES AND EQUITY $ 28,961 $ 34,988 $ 1,697 $ (24,895 ) $ 40,751 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2015 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 693 $ 35 $ — $ 728 Marketing, gathering and compression — 2,305 — — 2,305 Total Revenues — 2,998 35 — 3,033 OPERATING EXPENSES: Oil, natural gas and NGL production — 267 9 — 276 Production taxes — 33 1 — 34 Marketing, gathering and compression — 2,096 — — 2,096 General and administrative — 67 2 — 69 Restructuring and other termination costs — (4 ) — — (4 ) Provision for legal contingencies 339 (5 ) — — 334 Oil, natural gas and NGL depreciation, depletion and amortization — 586 23 (8 ) 601 Depreciation and amortization of other assets — 34 — — 34 Impairment of oil and natural gas properties — 5,012 186 (183 ) 5,015 Impairments of fixed assets and other — 84 — — 84 Net losses on sales of fixed assets — 1 — — 1 Total Operating Expenses 339 8,171 221 (191 ) 8,540 LOSS FROM OPERATIONS (339 ) (5,173 ) (186 ) 191 (5,507 ) OTHER INCOME (EXPENSE): Interest expense (180 ) (37 ) — 146 (71 ) Losses on investments — (17 ) — — (17 ) Other income (expense) 81 (7 ) — (75 ) (1 ) Equity in net earnings (losses) of subsidiary (3,792 ) (154 ) — 3,946 — Total Other Expense (3,891 ) (215 ) — 4,017 (89 ) LOSS BEFORE INCOME TAXES (4,230 ) (5,388 ) (186 ) 4,208 (5,596 ) INCOME TAX BENEFIT (122 ) (1,404 ) (50 ) 70 (1,506 ) NET LOSS (4,108 ) (3,984 ) (136 ) 4,138 (4,090 ) Net income attributable to noncontrolling interests — — — (18 ) (18 ) NET LOSS ATTRIBUTABLE TO CHESAPEAKE (4,108 ) (3,984 ) (136 ) 4,120 (4,108 ) Other comprehensive income — 3 — — 3 COMPREHENSIVE LOSS ATTRIBUTABLE TO CHESAPEAKE $ (4,108 ) $ (3,981 ) $ (136 ) $ 4,120 $ (4,105 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2014 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 1,618 $ 88 $ (2 ) $ 1,704 Marketing, gathering and compression — 3,166 1 — 3,167 Oilfield services — 23 499 (241 ) 281 Total Revenues — 4,807 588 (243 ) 5,152 OPERATING EXPENSES: Oil, natural gas and NGL production — 272 10 — 282 Production taxes — 70 2 — 72 Marketing, gathering and compression — 3,166 — — 3,166 Oilfield services — 22 375 (185 ) 212 General and administrative — 68 22 — 90 Restructuring and other termination costs — 30 3 — 33 Oil, natural gas and NGL depreciation, depletion and amortization — 615 36 10 661 Depreciation and amortization of other assets — 38 71 (30 ) 79 Impairment of oil and natural gas — — 38 (38 ) — Impairments of fixed assets and other — 37 3 — 40 Net losses on sales of fixed assets — (85 ) (8 ) — (93 ) Total Operating Expenses — 4,233 552 (243 ) 4,542 INCOME FROM OPERATIONS — 574 36 — 610 OTHER INCOME (EXPENSE): Interest expense (156 ) (3 ) (20 ) 152 (27 ) Losses on investments — (19 ) (5 ) — (24 ) Losses on purchases of debt (195 ) — — — (195 ) Other income 136 29 — (158 ) 7 Equity in net earnings (losses) of subsidiary 324 (32 ) — (292 ) — Total Other Income (Expense) 109 (25 ) (25 ) (298 ) (239 ) INCOME BEFORE INCOME TAXES 109 549 11 (298 ) 371 INCOME TAX EXPENSE (BENEFIT) (82 ) 221 4 (2 ) 141 NET INCOME 191 328 7 (296 ) 230 Net income attributable to noncontrolling interests — — — (39 ) (39 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 191 328 7 (335 ) 191 Other comprehensive income (loss) 1 (2 ) — — (1 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 192 $ 326 $ 7 $ (335 ) $ 190 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2015 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 1,729 $ 84 $ — $ 1,813 Marketing, gathering and compression — 3,980 — — 3,980 Total Revenues — 5,709 84 — 5,793 OPERATING EXPENSES: Oil, natural gas and NGL production — 554 21 — 575 Production taxes — 60 2 — 62 Marketing, gathering and compression — 3,796 — — 3,796 General and administrative 1 121 3 — 125 Restructuring and other termination costs — (14 ) — — (14 ) Provision for legal contingencies 339 20 — — 359 Oil, natural gas and NGL depreciation, depletion and amortization — 1,249 55 (19 ) 1,285 Depreciation and amortization of other assets — 69 — — 69 Impairment of oil and natural gas properties — 9,983 406 (398 ) 9,991 Impairments of fixed assets and other — 88 — — 88 Net losses on sales of fixed assets — 4 — — 4 Total Operating Expenses 340 15,930 487 (417 ) 16,340 LOSS FROM OPERATIONS (340 ) (10,221 ) (403 ) 417 (10,547 ) OTHER INCOME (EXPENSE): Interest expense (351 ) (74 ) — 303 (122 ) Losses on investments — (24 ) — — (24 ) Other income (expense) (39 ) 7 — 37 5 Equity in net earnings (losses) of subsidiary (7,314 ) (333 ) — 7,647 — Total Other Expense (7,704 ) (424 ) — 7,987 (141 ) LOSS BEFORE INCOME TAXES (8,044 ) (10,645 ) (403 ) 8,404 (10,688 ) INCOME TAX BENEFIT (197 ) (2,778 ) (107 ) 204 (2,878 ) NET LOSS (7,847 ) (7,867 ) (296 ) 8,200 (7,810 ) Net income attributable to noncontrolling interests — — — (37 ) (37 ) NET LOSS ATTRIBUTABLE TO CHESAPEAKE (7,847 ) (7,867 ) (296 ) 8,163 (7,847 ) Other comprehensive income (loss) (2 ) 14 — — 12 COMPREHENSIVE LOSS ATTRIBUTABLE TO CHESAPEAKE $ (7,849 ) $ (7,853 ) $ (296 ) $ 8,163 $ (7,835 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2014 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 3,282 $ 192 $ (3 ) $ 3,471 Marketing, gathering and compression — 6,180 2 — 6,182 Oilfield services — 40 983 (478 ) 545 Total Revenues — 9,502 1,177 (481 ) 10,198 OPERATING EXPENSES: Oil, natural gas and NGL production — 549 21 — 570 Production taxes — 119 3 — 122 Marketing, gathering and compression — 6,145 2 — 6,147 Oilfield services — 54 769 (392 ) 431 General and administrative — 124 45 — 169 Restructuring and other termination costs — 23 3 — 26 Oil, natural gas and NGL depreciation, depletion and amortization — 1,201 79 8 1,288 Depreciation and amortization of other assets — 78 143 (64 ) 157 Impairment of oil and natural gas — — 98 (98 ) — Impairments of fixed assets and other — 37 23 — 60 Net gains on sales of fixed assets — (109 ) (6 ) — (115 ) Total Operating Expenses — 8,221 1,180 (546 ) 8,855 INCOME (LOSS) FROM OPERATIONS — 1,281 (3 ) 65 1,343 OTHER INCOME (EXPENSE): Interest expense (347 ) (3 ) (42 ) 326 (66 ) Losses on investments — (42 ) (5 ) 2 (45 ) Net gain on sales of investments — 67 — — 67 Losses on purchases of debt (195 ) — — — (195 ) Other income (expense) 479 (114 ) 1 (353 ) 13 Equity in net earnings (losses) of subsidiary 655 (111 ) — (544 ) — Total Other Income (Expense) 592 (203 ) (46 ) (569 ) (226 ) INCOME (LOSS) BEFORE INCOME TAXES 592 1,078 (49 ) (504 ) 1,117 INCOME TAX EXPENSE (BENEFIT) (24 ) 448 (18 ) 15 421 NET INCOME (LOSS) 616 630 (31 ) (519 ) 696 Net income attributable to noncontrolling interests — — — (80 ) (80 ) NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE 616 630 (31 ) (599 ) 616 Other comprehensive income 3 5 — — 8 COMPREHENSIVE INCOME (LOSS) $ 619 $ 635 $ (31 ) $ (599 ) $ 624 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2015 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ — $ 638 $ 99 $ — $ 737 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (2,077 ) (91 ) — (2,168 ) Acquisitions of proved and unproved properties — (266 ) — — (266 ) Proceeds from divestitures of proved and unproved properties — 14 — — 14 Additions to other property and equipment — (93 ) — — (93 ) Other investing activities — (2 ) 3 — 1 Net Cash Used In Investing Activities — (2,424 ) (88 ) — (2,512 ) CASH FLOWS FROM FINANCING ACTIVITIES: Other financing activities (565 ) 398 (65 ) (50 ) (282 ) Intercompany advances, net (1,387 ) 1,387 — — — Net Cash Used In Financing Activities (1,952 ) 1,785 (65 ) (50 ) (282 ) Net decrease in cash and cash equivalents (1,952 ) (1 ) (54 ) (50 ) (2,057 ) Cash and cash equivalents, beginning of period 4,100 2 84 (78 ) 4,108 Cash and cash equivalents, end of period $ 2,148 $ 1 $ 30 $ (128 ) $ 2,051 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2014 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ — $ 2,337 $ 306 $ — $ 2,643 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (1,946 ) (50 ) — (1,996 ) Acquisitions of proved and unproved properties — (354 ) (2 ) — (356 ) Proceeds from divestitures of proved and unproved properties — 247 1 — 248 Additions to other property and equipment — (368 ) (252 ) — (620 ) Other investing activities — 877 60 7 944 Net Cash Used In Investing Activities — (1,544 ) (243 ) 7 (1,780 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from credit facilities borrowings — 140 717 — 857 Payments on credit facilities borrowings — (140 ) (1,099 ) — (1,239 ) Proceeds from issuance of senior notes, net of discount and offering costs 2,966 — 494 — 3,460 Proceeds from issuance of oilfield services term loan, net of issuance costs — — 394 — 394 Cash paid to purchase debt (3,362 ) — — — (3,362 ) Other financing activities (193 ) (29 ) (94 ) (32 ) (348 ) Intercompany advances, net 1,186 (764 ) (422 ) — — Net Cash Provided By (Used In) Financing Activities 597 (793 ) (10 ) (32 ) (238 ) Net increase in cash and cash equivalents 597 — 53 (25 ) 625 Cash and cash equivalents, beginning of period 799 — 38 — 837 Cash and cash equivalents, end of period $ 1,396 $ — $ 91 $ (25 ) $ 1,462 |