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 September 30, 2015 and December 31, 2014 and for the three and nine months ended September 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 SEPTEMBER 30, 2015 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 1,849 $ 12 $ 1 $ (103 ) $ 1,759 Restricted cash — — — — — Other 69 1,736 15 — 1,820 Intercompany receivable, net 24,909 — 457 (25,366 ) — Total Current Assets 26,827 1,748 473 (25,469 ) 3,579 PROPERTY AND EQUIPMENT: Oil and natural gas properties, at cost based on full cost accounting, net — 13,503 98 1,125 14,726 Other property and equipment, net — 2,139 — — 2,139 Property and equipment held for sale, net — 94 — — 94 Total Property and Equipment, Net — 15,736 98 1,125 16,959 LONG-TERM ASSETS: Other assets 112 626 10 — 748 Investments in subsidiaries and intercompany advances (10,358 ) 788 — 9,570 — TOTAL ASSETS $ 16,581 $ 18,898 $ 581 $ (14,774 ) $ 21,286 CURRENT LIABILITIES: Current liabilities $ 1,529 $ 3,118 $ 13 $ (103 ) $ 4,557 Intercompany payable, net — 24,788 — (24,788 ) — Total Current Liabilities 1,529 27,906 13 (24,891 ) 4,557 LONG-TERM LIABILITIES: Long-term debt, net 10,674 — — — 10,674 Deferred income tax liabilities (5 ) 516 32 31 574 Other long-term liabilities 101 834 — — 935 Total Long-Term Liabilities 10,770 1,350 32 31 12,183 EQUITY: Chesapeake stockholders’ equity 4,282 (10,358 ) 536 9,822 4,282 Noncontrolling interests — — — 264 264 Total Equity 4,282 (10,358 ) 536 10,086 4,546 TOTAL LIABILITIES AND EQUITY $ 16,581 $ 18,898 $ 581 $ (14,774 ) $ 21,286 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 SEPTEMBER 30, 2015 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 855 $ 25 $ — $ 880 Marketing, gathering and compression — 2,013 — — 2,013 Total Revenues — 2,868 25 — 2,893 OPERATING EXPENSES: Oil, natural gas and NGL production — 245 6 — 251 Production taxes — 25 — — 25 Marketing, gathering and compression — 1,955 — — 1,955 General and administrative 1 47 1 — 49 Restructuring and other termination costs — 53 — — 53 Oil, natural gas and NGL depreciation, depletion and amortization — 478 11 (1 ) 488 Depreciation and amortization of other assets — 31 — — 31 Impairment of oil and natural gas properties — 5,412 37 (33 ) 5,416 Impairments of fixed assets and other — 79 — — 79 Net gains on sales of fixed assets — (1 ) — — (1 ) Total Operating Expenses 1 8,324 55 (34 ) 8,346 LOSS FROM OPERATIONS (1 ) (5,456 ) (30 ) 34 (5,453 ) OTHER INCOME (EXPENSE): Interest expense (182 ) (58 ) — 152 (88 ) Losses on investments — (33 ) — — (33 ) Other income (expense) 140 (113 ) — (29 ) (2 ) Equity in net earnings (losses) of subsidiary (4,594 ) (50 ) — 4,644 — Total Other Expense (4,636 ) (254 ) — 4,767 (123 ) LOSS BEFORE INCOME TAXES (4,637 ) (5,710 ) (30 ) 4,801 (5,576 ) INCOME TAX BENEFIT (EXPENSE) 15 (985 ) 7 26 (937 ) NET LOSS (4,652 ) (4,725 ) (37 ) 4,775 (4,639 ) Net income attributable to noncontrolling interests — — — (13 ) (13 ) NET LOSS ATTRIBUTABLE TO CHESAPEAKE (4,652 ) (4,725 ) (37 ) 4,762 (4,652 ) Other comprehensive income 8 4 — — 12 COMPREHENSIVE LOSS ATTRIBUTABLE TO CHESAPEAKE $ (4,644 ) $ (4,721 ) $ (37 ) $ 4,762 $ (4,640 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2014 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 2,223 $ 118 $ — $ 2,341 Marketing, gathering and compression — 3,361 1 — 3,362 Total Revenues — 5,584 119 — 5,703 OPERATING EXPENSES: Oil, natural gas and NGL production — 289 9 — 298 Production taxes — 61 1 — 62 Marketing, gathering and compression — 3,368 1 — 3,369 General and administrative — 59 1 — 60 Restructuring and other termination costs — (14 ) — — (14 ) Provision for legal contingencies — 100 — — 100 Oil, natural gas and NGL depreciation, depletion and amortization — 662 44 (18 ) 688 Depreciation and amortization of other assets — 37 — — 37 Impairment of oil and natural gas — — 104 (104 ) — Impairments of fixed assets and other — 15 — — 15 Net gains on sales of fixed assets — (86 ) — — (86 ) Total Operating Expenses — 4,491 160 (122 ) 4,529 INCOME (LOSS) FROM OPERATIONS — 1,093 (41 ) 122 1,174 OTHER INCOME (EXPENSE): Interest expense (178 ) (11 ) — 172 (17 ) Losses on investments — (27 ) — — (27 ) Other income 56 119 (4 ) (172 ) (1 ) Equity in net earnings (losses) of subsidiary 737 (58 ) — (679 ) — Total Other Income (Expense) 615 23 (4 ) (679 ) (45 ) INCOME BEFORE INCOME TAXES 615 1,116 (45 ) (557 ) 1,129 INCOME TAX EXPENSE (BENEFIT) (47 ) 454 (17 ) 47 437 NET INCOME (LOSS) 662 662 (28 ) (604 ) 692 Net income attributable to noncontrolling interests — — — (30 ) (30 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 662 662 (28 ) (634 ) 662 Other comprehensive income (loss) — 3 — — 3 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 662 $ 665 $ (28 ) $ (634 ) $ 665 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2015 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 2,583 $ 110 $ — $ 2,693 Marketing, gathering and compression — 5,993 — — 5,993 Total Revenues — 8,576 110 — 8,686 OPERATING EXPENSES: Oil, natural gas and NGL production — 799 27 — 826 Production taxes — 85 2 — 87 Marketing, gathering and compression — 5,750 1 — 5,751 General and administrative 3 168 3 — 174 Restructuring and other termination costs — 39 — — 39 Provision for legal contingencies 339 20 — — 359 Oil, natural gas and NGL depreciation, depletion and amortization — 1,727 66 (20 ) 1,773 Depreciation and amortization of other assets — 100 — — 100 Impairment of oil and natural gas properties — 15,395 443 (431 ) 15,407 Impairments of fixed assets and other — 167 — — 167 Net losses on sales of fixed assets — 3 — — 3 Total Operating Expenses 342 24,253 542 (451 ) 24,686 LOSS FROM OPERATIONS (342 ) (15,677 ) (432 ) 451 (16,000 ) OTHER INCOME (EXPENSE): Interest expense (532 ) (133 ) — 455 (210 ) Losses on investments — (57 ) — — (57 ) Other income 100 5 — (102 ) 3 Equity in net earnings (losses) of subsidiary (11,908 ) (381 ) — 12,289 — Total Other Expense (12,340 ) (566 ) — 12,642 (264 ) LOSS BEFORE INCOME TAXES (12,682 ) (16,243 ) (432 ) 13,093 (16,264 ) INCOME TAX BENEFIT (182 ) (3,720 ) (101 ) 189 (3,814 ) NET LOSS (12,500 ) (12,523 ) (331 ) 12,904 (12,450 ) Net income attributable to noncontrolling interests — — — (50 ) (50 ) NET LOSS ATTRIBUTABLE TO CHESAPEAKE (12,500 ) (12,523 ) (331 ) 12,854 (12,500 ) Other comprehensive income (loss) 6 18 — — 24 COMPREHENSIVE LOSS ATTRIBUTABLE TO CHESAPEAKE $ (12,494 ) $ (12,505 ) $ (331 ) $ 12,854 $ (12,476 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2014 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 5,505 $ 310 $ (3 ) $ 5,812 Marketing, gathering and compression — 9,539 4 — 9,543 Oilfield services — 41 983 (478 ) 546 Total Revenues — 15,085 1,297 (481 ) 15,901 OPERATING EXPENSES: Oil, natural gas and NGL production — 837 31 — 868 Production taxes — 181 4 — 185 Marketing, gathering and compression — 9,512 3 — 9,515 Oilfield services — 53 769 (391 ) 431 General and administrative — 182 47 — 229 Restructuring and other termination costs — 9 3 — 12 Provision for legal contingencies — 100 — — 100 Oil, natural gas and NGL depreciation, depletion and amortization — 1,910 124 (57 ) 1,977 Depreciation and amortization of other assets — 116 142 (64 ) 194 Impairment of oil and natural gas — — 202 (202 ) — Impairments of fixed assets and other — 52 23 — 75 Net gains on sales of fixed assets — (194 ) (7 ) — (201 ) Total Operating Expenses — 12,758 1,341 (714 ) 13,385 INCOME (LOSS) FROM OPERATIONS — 2,327 (44 ) 233 2,516 OTHER INCOME (EXPENSE): Interest expense (524 ) (14 ) (42 ) 498 (82 ) Losses on investments — (69 ) (5 ) 2 (72 ) Net gain on sales of investments — 67 — — 67 Losses on purchases of debt (195 ) — — — (195 ) Other income (expense) 535 3 (2 ) (524 ) 12 Equity in net earnings (losses) of subsidiary 1,391 (167 ) — (1,224 ) — Total Other Income (Expense) 1,207 (180 ) (49 ) (1,248 ) (270 ) INCOME (LOSS) BEFORE INCOME TAXES 1,207 2,147 (93 ) (1,015 ) 2,246 INCOME TAX EXPENSE (BENEFIT) (70 ) 884 (36 ) 81 859 NET INCOME (LOSS) 1,277 1,263 (57 ) (1,096 ) 1,387 Net income attributable to noncontrolling interests — — — (110 ) (110 ) NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE 1,277 1,263 (57 ) (1,206 ) 1,277 Other comprehensive income 3 8 — — 11 COMPREHENSIVE INCOME (LOSS) $ 1,280 $ 1,271 $ (57 ) $ (1,206 ) $ 1,288 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2015 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ — $ 950 $ 105 $ — $ 1,055 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (2,633 ) (63 ) — (2,696 ) Acquisitions of proved and unproved properties — (407 ) — — (407 ) Proceeds from divestitures of proved and unproved properties — 151 37 — 188 Additions to other property and equipment — (118 ) 4 — (114 ) Other investing activities — 60 52 12 124 Net Cash Used In Investing Activities — (2,947 ) 30 12 (2,905 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash paid to repurchase noncontrolling interest of CHK C-T — — (143 ) — (143 ) Other financing activities (631 ) 387 (75 ) (37 ) (356 ) Intercompany advances, net (1,620 ) 1,620 — — — Net Cash Used In Financing Activities (2,251 ) 2,007 (218 ) (37 ) (499 ) Net decrease in cash and cash equivalents (2,251 ) 10 (83 ) (25 ) (2,349 ) Cash and cash equivalents, beginning of period 4,100 2 84 (78 ) 4,108 Cash and cash equivalents, end of period $ 1,849 $ 12 $ 1 $ (103 ) $ 1,759 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2014 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ — $ 3,423 $ 382 $ — $ 3,805 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (3,090 ) (95 ) — (3,185 ) Acquisitions of proved and unproved properties — (1,020 ) (3 ) — (1,023 ) Proceeds from divestitures of proved and unproved properties — 722 1 — 723 Additions to other property and equipment — (424 ) (251 ) — (675 ) Other investing activities — 1,162 60 — 1,222 Net Cash Used In Investing Activities — (2,650 ) (288 ) — (2,938 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from credit facilities borrowings — 2,856 717 — 3,573 Payments on credit facilities borrowings — (2,797 ) (1,099 ) — (3,896 ) 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 (293 ) (1,352 ) (127 ) (11 ) (1,783 ) Intercompany advances, net (99 ) 520 (421 ) — — Net Cash Used In Financing Activities (788 ) (773 ) (42 ) (11 ) (1,614 ) Net decrease in cash and cash equivalents (788 ) — 52 (11 ) (747 ) Cash and cash equivalents, beginning of period 799 — 38 — 837 Cash and cash equivalents, end of period $ 11 $ — $ 90 $ (11 ) $ 90 |