Condensed Consolidating Financial Information | 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, contingent convertible senior notes, term loan and revolving credit facility listed in Note 3 are fully and unconditionally guaranteed, jointly and severally, by certain of our 100% owned subsidiaries. Subsidiaries with noncontrolling interests, consolidated variable interest entities and certain de minimis subsidiaries are non-guarantors. 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 March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017. 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 MARCH 31, 2018 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 34 $ 1 $ 1 $ (32 ) $ 4 Other current assets 73 1,147 2 (2 ) 1,220 Intercompany receivable, net 7,987 29 173 (8,189 ) — Total Current Assets 8,094 1,177 176 (8,223 ) 1,224 PROPERTY AND EQUIPMENT: Oil and natural gas properties at cost, based on full cost accounting, net 478 8,847 27 — 9,352 Other property and equipment, net — 1,224 — — 1,224 Property and equipment held for sale, net — 16 — — 16 Total Property and Equipment, Net 478 10,087 27 — 10,592 LONG-TERM ASSETS: Other long-term assets 49 221 — — 270 Investments in subsidiaries and intercompany advances 807 77 — (884 ) — TOTAL ASSETS $ 9,428 $ 11,562 $ 203 $ (9,107 ) $ 12,086 CURRENT LIABILITIES: Current liabilities $ 197 $ 2,188 $ 3 $ (34 ) $ 2,354 Intercompany payable, net 28 8,161 — (8,189 ) — Total Current Liabilities 225 10,349 3 (8,223 ) 2,354 LONG-TERM LIABILITIES: Long-term debt, net 9,325 — — — 9,325 Other long-term liabilities 98 406 — — 504 Total Long-Term Liabilities 9,423 406 — — 9,829 EQUITY: Chesapeake stockholders’ equity (deficit) (220 ) 807 77 (884 ) (220 ) Noncontrolling interests — — 123 — 123 Total Equity (Deficit) (220 ) 807 200 (884 ) (97 ) TOTAL LIABILITIES AND EQUITY $ 9,428 $ 11,562 $ 203 $ (9,107 ) $ 12,086 CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2017 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 5 $ 1 $ 2 $ (3 ) $ 5 Other current assets 154 1,364 3 (1 ) 1,520 Intercompany receivable, net 8,697 436 — (9,133 ) — Total Current Assets 8,856 1,801 5 (9,137 ) 1,525 PROPERTY AND EQUIPMENT: Oil and natural gas properties at cost, based on full cost accounting, net 435 8,888 27 — 9,350 Other property and equipment, net — 1,314 — — 1,314 Property and equipment held for sale, net — 16 — — 16 Total Property and Equipment, Net 435 10,218 27 — 10,680 LONG-TERM ASSETS: Other long-term assets 52 168 — — 220 Investments in subsidiaries and intercompany advances 806 (146 ) — (660 ) — TOTAL ASSETS $ 10,149 $ 12,041 $ 32 $ (9,797 ) $ 12,425 CURRENT LIABILITIES: Current liabilities $ 190 $ 2,168 $ 2 $ (4 ) $ 2,356 Intercompany payable, net 433 8,648 52 (9,133 ) — Total Current Liabilities 623 10,816 54 (9,137 ) 2,356 LONG-TERM LIABILITIES: Long-term debt, net 9,921 — — — 9,921 Other long-term liabilities 101 419 — — 520 Total Long-Term Liabilities 10,022 419 — — 10,441 EQUITY: Chesapeake stockholders’ equity (deficit) (496 ) 806 (146 ) (660 ) (496 ) Noncontrolling interests — — 124 — 124 Total Equity (Deficit) (496 ) 806 (22 ) (660 ) (372 ) TOTAL LIABILITIES AND EQUITY $ 10,149 $ 12,041 $ 32 $ (9,797 ) $ 12,425 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 1,238 $ 5 $ — $ 1,243 Marketing — 1,246 — — 1,246 Total Revenues — 2,484 5 — 2,489 OPERATING EXPENSES: Oil, natural gas and NGL production — 147 — — 147 Oil, natural gas and NGL gathering, processing and transportation — 355 1 — 356 Production taxes — 31 — — 31 Marketing — 1,268 — — 1,268 General and administrative — 72 — — 72 Restructuring and other termination costs — 38 — — 38 Provision for legal contingencies, net — 5 — — 5 Oil, natural gas and NGL depreciation, depletion and amortization — 267 1 — 268 Depreciation and amortization of other assets — 18 — — 18 Net losses on sales of fixed assets — 8 — — 8 Total Operating Expenses — 2,209 2 — 2,211 INCOME FROM OPERATIONS — 275 3 — 278 OTHER INCOME (EXPENSE): Interest expense (123 ) — — — (123 ) Gains on investments — 139 — — 139 Equity in net earnings (losses) of subsidiary 416 2 — (418 ) — Total Other Income (Expense) 293 141 — (418 ) 16 INCOME BEFORE INCOME TAXES 293 416 3 (418 ) 294 INCOME TAX EXPENSE (BENEFIT) — — — — — NET INCOME 293 416 3 (418 ) 294 Net income attributable to noncontrolling interests — — (1 ) — (1 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 293 416 2 (418 ) 293 Other comprehensive income — 10 — — 10 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 293 $ 426 $ 2 $ (418 ) $ 303 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 1,463 $ 6 $ — $ 1,469 Marketing — 1,284 — — 1,284 Total Revenues — 2,747 6 — 2,753 OPERATING EXPENSES: Oil, natural gas and NGL production — 135 — — 135 Oil, natural gas and NGL gathering, processing and transportation — 353 2 — 355 Production taxes — 22 — — 22 Marketing — 1,328 — — 1,328 General and administrative — 64 1 — 65 Provision for legal contingencies, net — (2 ) — — (2 ) Oil, natural gas and NGL depreciation, depletion and amortization — 195 2 — 197 Depreciation and amortization of other assets — 21 — — 21 Other operating expenses — 391 — — 391 Total Operating Expenses — 2,507 5 — 2,512 INCOME FROM OPERATIONS — 240 1 — 241 OTHER INCOME (EXPENSE): Interest expense (95 ) — — — (95 ) Losses on purchases or exchanges of debt (7 ) — — — (7 ) Other income — 3 — — 3 Equity in net earnings (losses) of subsidiary 243 — — (243 ) — Total Other Income (Expense) 141 3 — (243 ) (99 ) INCOME BEFORE INCOME TAXES 141 243 1 (243 ) 142 INCOME TAX EXPENSE 1 — — — 1 NET INCOME 140 243 1 (243 ) 141 Net income attributable to noncontrolling interests — — (1 ) — (1 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 140 243 — (243 ) 140 Other comprehensive income — 14 — — 14 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 140 $ 257 $ — $ (243 ) $ 154 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ 78 $ 577 $ 5 $ (4 ) $ 656 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (442 ) — — (442 ) Acquisitions of proved and unproved properties — (63 ) — — (63 ) Proceeds from divestitures of proved and unproved properties — 319 — — 319 Additions to other property and equipment — (3 ) — — (3 ) Other investing activities — 142 — — 142 Net Cash Used In Investing Activities — (47 ) — — (47 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 2,904 — — — 2,904 Payments on revolving credit facility borrowings (3,485 ) — — — (3,485 ) Cash paid for preferred stock dividends (23 ) — — — (23 ) Other financing activities 25 (2 ) (4 ) (25 ) (6 ) Intercompany advances, net 530 (528 ) (2 ) — — Net Cash Used In Financing Activities (49 ) (530 ) (6 ) (25 ) (610 ) Net increase (decrease) in cash and cash equivalents 29 — (1 ) (29 ) (1 ) Cash and cash equivalents, beginning of period 5 1 2 (3 ) 5 Cash and cash equivalents, end of period $ 34 $ 1 $ 1 $ (32 ) $ 4 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By (Used In) Operating Activities $ 1 $ 96 $ 4 $ (2 ) $ 99 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (433 ) — — (433 ) Acquisitions of proved and unproved properties — (95 ) — — (95 ) Proceeds from divestitures of proved and unproved properties — 892 — — 892 Additions to other property and equipment — (3 ) — — (3 ) Other investing activities — 19 — — 19 Net Cash Provided By Investing Activities — 380 — — 380 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 50 — — — 50 Payments on revolving credit facility borrowings (50 ) — — — (50 ) Cash paid to purchase debt (982 ) — — — (982 ) Cash paid for preferred stock dividends (114 ) — — — (114 ) Other financing activities (24 ) (1 ) (3 ) 12 (16 ) Intercompany advances, net 476 (475 ) (1 ) — — Net Cash Provided by (Used In) Financing Activities (644 ) (476 ) (4 ) 12 (1,112 ) Net increase (decrease) in cash and cash equivalents (643 ) — — 10 (633 ) Cash and cash equivalents, beginning of period 904 2 1 (25 ) 882 Cash and cash equivalents, end of period $ 261 $ 2 $ 1 $ (15 ) $ 249 |