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 December 31, 2015 and 2014 and for the years ended December 31, 2015 , 2014 and 2013. 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 DECEMBER 31, 2015 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 928 $ 2 $ 1 $ (106 ) $ 825 Other current assets 87 1,561 7 — 1,655 Intercompany receivable, net 24,789 — 434 (25,223 ) — Total Current Assets 25,804 1,563 442 (25,329 ) 2,480 PROPERTY AND EQUIPMENT: Oil and natural gas properties, at cost based on full cost accounting, net — 11,861 69 159 12,089 Other property and equipment, net — 2,113 1 — 2,114 Property and equipment held for sale, net — 95 — — 95 Total Property and Equipment, Net — 14,069 70 159 14,298 LONG-TERM ASSETS: Other long-term assets 74 495 10 — 579 Investments in subsidiaries and intercompany advances (12,349 ) 771 — 11,578 — TOTAL ASSETS $ 13,529 $ 16,898 $ 522 $ (13,592 ) $ 17,357 CURRENT LIABILITIES: Current liabilities $ 921 $ 2,862 $ 8 $ (106 ) $ 3,685 Intercompany payable, net — 25,580 — (25,580 ) — Total Current Liabilities 921 28,442 8 (25,686 ) 3,685 LONG-TERM LIABILITIES: Long-term debt, net 10,354 — — — 10,354 Other long-term liabilities 116 805 — — 921 Total Long-Term Liabilities 10,470 805 — — 11,275 EQUITY: Chesapeake stockholders’ equity 2,138 (12,349 ) 514 11,835 2,138 Noncontrolling interests — — — 259 259 Total Equity 2,138 (12,349 ) 514 12,094 2,397 TOTAL LIABILITIES AND EQUITY $ 13,529 $ 16,898 $ 522 $ (13,592 ) $ 17,357 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 current assets 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 long-term 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 $ 761 $ 4,915 $ 58 $ (78 ) $ 5,656 Intercompany payable, net — 24,940 — (24,940 ) — Total Current Liabilities 761 29,855 58 (25,018 ) 5,656 LONG-TERM LIABILITIES: Long-term debt, net 11,154 — — — 11,154 Deferred income tax liabilities 31 3,917 244 200 4,392 Other long-term liabilities 112 1,090 142 — 1,344 Total Long-Term Liabilities 11,297 5,007 386 200 16,890 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 YEAR ENDED DECEMBER 31, 2015 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 5,252 $ 139 $ — $ 5,391 Marketing, gathering and compression — 7,373 — — 7,373 Total Revenues — 12,625 139 — 12,764 OPERATING EXPENSES: Oil, natural gas and NGL production — 1,019 27 — 1,046 Oil, natural gas and NGL gathering, processing and transportation — 2,094 25 — 2,119 Production taxes — 97 2 — 99 Marketing, gathering and compression — 7,129 1 — 7,130 General and administrative 1 231 3 — 235 Restructuring and other termination costs — 36 — — 36 Provision for legal contingencies 339 14 — — 353 Oil, natural gas and NGL depreciation, depletion and amortization — 2,051 69 (21 ) 2,099 Depreciation and amortization of other assets — 130 — — 130 Impairment of oil and natural gas properties — 18,224 472 (458 ) 18,238 Impairments of fixed assets and other — 194 — — 194 Net gains on sales of fixed assets — 4 — — 4 Total Operating Expenses 340 31,223 599 (479 ) 31,683 LOSS FROM OPERATIONS (340 ) (18,598 ) (460 ) 479 (18,919 ) OTHER INCOME (EXPENSE): Interest expense (721 ) (198 ) — 602 (317 ) Losses on investments — (96 ) — — (96 ) Impairments of investments — (53 ) — — (53 ) Gains on purchases or exchanges of debt 279 — — — 279 Other income (expense) 140 10 1 (143 ) 8 Equity in net earnings (losses) of subsidiary (14,197 ) (402 ) — 14,599 — Total Other Expense (14,499 ) (739 ) 1 15,058 (179 ) LOSS BEFORE INCOME TAXES (14,839 ) (19,337 ) (459 ) 15,537 (19,098 ) INCOME TAX EXPENSE (BENEFIT) (154 ) (4,421 ) (107 ) 219 (4,463 ) NET LOSS (14,685 ) (14,916 ) (352 ) 15,318 (14,635 ) Net income attributable to noncontrolling interests — — — (50 ) (50 ) NET LOSS ATTRIBUTABLE TO CHESAPEAKE (14,685 ) (14,916 ) (352 ) 15,268 (14,685 ) Other comprehensive income 21 23 — — 44 COMPREHENSIVE LOSS ATTRIBUTABLE TO CHESAPEAKE $ (14,664 ) $ (14,893 ) $ (352 ) $ 15,268 $ (14,641 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2014 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 9,899 $ 458 $ (3 ) $ 10,354 Marketing, gathering and compression — 12,220 5 — 12,225 Oilfield services — 41 983 (478 ) 546 Total Revenues — 22,160 1,446 (481 ) 23,125 OPERATING EXPENSES: Oil, natural gas and NGL production — 1,166 42 — 1,208 Oil, natural gas and NGL gathering, processing and transportation — 2,134 40 — 2,174 Production taxes — 227 5 — 232 Marketing, gathering and compression — 12,232 4 — 12,236 Oilfield services — 53 769 (391 ) 431 General and administrative — 273 49 — 322 Restructuring and other termination costs — 4 3 — 7 Provision for legal contingencies 100 134 — — 234 Oil, natural gas and NGL depreciation, depletion and amortization — 2,523 162 (2 ) 2,683 Depreciation and amortization of other assets — 153 143 (64 ) 232 Impairment of oil and natural gas — — 349 (349 ) — Impairments of fixed assets and other — 65 23 — 88 Net gains on sales of fixed assets — (192 ) (7 ) — (199 ) Total Operating Expenses 100 18,772 1,582 (806 ) 19,648 INCOME (LOSS) FROM OPERATIONS (100 ) 3,388 (136 ) 325 3,477 OTHER INCOME (EXPENSE): Interest expense (657 ) (37 ) (42 ) 647 (89 ) Losses on investments — (77 ) — 2 (75 ) Impairments of investments — — (5 ) — (5 ) Net gain of sales of investments — 67 — — 67 Losses on purchases or exchanges of debt (195 ) (2 ) — — (197 ) Other income (expense) 502 198 (2 ) (676 ) 22 Equity in net earnings (losses) of subsidiary 2,206 (258 ) — (1,948 ) — Total Other Income (Expense) 1,856 (109 ) (49 ) (1,975 ) (277 ) INCOME (LOSS) BEFORE INCOME TAXES 1,756 3,279 (185 ) (1,650 ) 3,200 INCOME TAX EXPENSE (BENEFIT) (161 ) 1,264 (66 ) 107 1,144 NET INCOME (LOSS) 1,917 2,015 (119 ) (1,757 ) 2,056 Net income attributable to noncontrolling interests — — — (139 ) (139 ) NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE 1,917 2,015 (119 ) (1,896 ) 1,917 Other comprehensive income 1 18 — — 19 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE $ 1,918 $ 2,033 $ (119 ) $ (1,896 ) $ 1,936 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2013 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 8,013 $ 553 $ 60 $ 8,626 Marketing, gathering and compression — 9,547 12 — 9,559 Oilfield services — 221 1,836 (1,162 ) 895 Total Revenues — 17,781 2,401 (1,102 ) 19,080 OPERATING EXPENSES: Oil, natural gas and NGL production — 1,112 47 — 1,159 Oil, natural gas and NGL gathering, processing and transportation — 1,574 — — 1,574 Production taxes — 222 7 — 229 Marketing, gathering and compression — 9,455 6 — 9,461 Oilfield services — 239 1,434 (937 ) 736 General and administrative — 375 83 (1 ) 457 Restructuring and other termination costs — 244 4 — 248 Oil, natural gas and NGL depreciation, depletion and amortization — 2,336 253 — 2,589 Depreciation and amortization of other assets — 180 281 (147 ) 314 Impairment of oil and natural gas — (2 ) 313 (311 ) — Impairments of fixed assets and other — 417 129 — 546 Net gains on sales of fixed assets — (301 ) (1 ) — (302 ) Total Operating Expenses — 15,851 2,556 (1,396 ) 17,011 INCOME (LOSS) FROM OPERATIONS — 1,930 (155 ) 294 2,069 OTHER INCOME (EXPENSE): Interest expense (921 ) (4 ) (85 ) 783 (227 ) Losses on investments — (216 ) — — (216 ) Impairments of investments — (9 ) (1 ) — (10 ) Net loss on sales of investments — (7 ) — — (7 ) Losses on purchases or exchanges of debt (70 ) (123 ) — — (193 ) Other income (expense) 3,979 (603 ) 13 (3,363 ) 26 Equity in net earnings (losses) of subsidiary (1,129 ) (383 ) — 1,512 — Total Other Income (Expense) 1,859 (1,345 ) (73 ) (1,068 ) (627 ) INCOME (LOSS) BEFORE INCOME TAXES 1,859 585 (228 ) (774 ) 1,442 INCOME TAX EXPENSE (BENEFIT) 1,135 369 (87 ) (869 ) 548 NET INCOME (LOSS) 724 216 (141 ) 95 894 Net income attributable to noncontrolling interests — — — (170 ) (170 ) NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE 724 216 (141 ) (75 ) 724 Other comprehensive income (loss) 3 19 (2 ) — 20 COMPREHENSIVE INCOME (LOSS) $ 727 $ 235 $ (143 ) $ (75 ) $ 744 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2015 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ — $ 1,142 $ 110 $ (18 ) $ 1,234 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (3,032 ) (63 ) — (3,095 ) Acquisitions of proved and unproved properties — (529 ) (4 ) — (533 ) Proceeds from divestitures of proved and unproved properties — 152 37 — 189 Additions to other property and equipment — (148 ) 5 — (143 ) Other investing activities — 67 52 12 131 Net Cash Used In Investing Activities — (3,490 ) 27 12 (3,451 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash paid to repurchase noncontrolling interest of CHK C-T — — (143 ) — (143 ) Cash paid to purchase debt (508 ) — — — (508 ) Other financing activities (789 ) 473 (77 ) (22 ) (415 ) Intercompany advances, net (1,875 ) 1,875 — — — Net Cash Provided by (Used In) Financing Activities (3,172 ) 2,348 (220 ) (22 ) (1,066 ) Net decrease in cash and cash equivalents (3,172 ) — (83 ) (28 ) (3,283 ) Cash and cash equivalents, beginning of period 4,100 2 84 (78 ) 4,108 Cash and cash equivalents, end of period $ 928 $ 2 $ 1 $ (106 ) $ 825 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2014 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ — $ 4,201 $ 462 $ (29 ) $ 4,634 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (4,445 ) (136 ) — (4,581 ) Acquisitions of proved and unproved properties — (1,306 ) (5 ) — (1,311 ) Proceeds from divestitures of proved and unproved properties — 5,812 1 — 5,813 Additions to other property and equipment — (480 ) (246 ) — (726 ) Other investing activities — 1,199 60 — 1,259 Net Cash Provided By (Used In) Investing Activities — 780 (326 ) — 454 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from credit facilities borrowings — 6,689 717 — 7,406 Payments on credit facilities borrowings — (6,689 ) (1,099 ) — (7,788 ) 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 (439 ) (1,278 ) (169 ) (41 ) (1,927 ) Intercompany advances, net 4,136 (3,709 ) (427 ) — — Net Cash Provided By (Used In) Financing Activities 3,301 (4,987 ) (90 ) (41 ) (1,817 ) Net increase (decrease) in cash and cash equivalents 3,301 (6 ) 46 (70 ) 3,271 Cash and cash equivalents, beginning of period 799 8 38 (8 ) 837 Cash and cash equivalents, end of period $ 4,100 $ 2 $ 84 $ (78 ) $ 4,108 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2013 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ — $ 4,218 $ 439 $ (43 ) $ 4,614 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (4,838 ) (766 ) — (5,604 ) Acquisitions of proved and unproved properties — (1,378 ) 346 — (1,032 ) Proceeds from divestitures of proved and unproved properties — 3,466 1 — 3,467 Additions to other property and equipment — (271 ) (701 ) — (972 ) Other investing activities — 246 765 163 1,174 Net Cash Used In Investing Activities — (2,775 ) (355 ) 163 (2,967 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from credit facilities borrowings — 6,452 1,217 — 7,669 Payments on credit facilities borrowings — (6,452 ) (1,230 ) — (7,682 ) Proceeds from issuance of senior notes, net of discount and offering costs 2,274 — — — 2,274 Cash paid to purchase debt (2,141 ) — — — (2,141 ) Proceeds from sales of noncontrolling interests — — 6 — 6 Other financing activities 1,819 (2,897 ) (17 ) (128 ) (1,223 ) Intercompany advances, net (1,381 ) 1,462 (81 ) — — Net Cash Provided By (Used In) Financing Activities 571 (1,435 ) (105 ) (128 ) (1,097 ) Net increase (decrease) in cash and cash equivalents 571 8 (21 ) (8 ) 550 Cash and cash equivalents, beginning of period 228 — 59 — 287 Cash and cash equivalents, end of period $ 799 $ 8 $ 38 $ (8 ) $ 837 |