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 June 30, 2018 and December 31, 2017 and for the three and six months ended June 30, 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 JUNE 30, 2018 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 5 $ 1 $ 2 $ (5 ) $ 3 Other current assets 63 1,173 1 — 1,237 Intercompany receivable, net 8,132 31 175 (8,338 ) — Total Current Assets 8,200 1,205 178 (8,343 ) 1,240 PROPERTY AND EQUIPMENT: Oil and natural gas properties at cost, based on full cost accounting, net 521 9,129 25 — 9,675 Other property and equipment, net — 1,164 — — 1,164 Property and equipment held for sale, net — 11 — — 11 Total Property and Equipment, Net 521 10,304 25 — 10,850 LONG-TERM ASSETS: Other long-term assets 44 207 — — 251 Investments in subsidiaries and intercompany advances 907 78 — (985 ) — TOTAL ASSETS $ 9,672 $ 11,794 $ 203 $ (9,328 ) $ 12,341 CURRENT LIABILITIES: Current liabilities $ 561 $ 2,315 $ 2 $ (5 ) $ 2,873 Intercompany payable, net 32 8,306 — (8,338 ) — Total Current Liabilities 593 10,621 2 (8,343 ) 2,873 LONG-TERM LIABILITIES: Long-term debt, net 9,238 — — — 9,238 Other long-term liabilities 81 266 — — 347 Total Long-Term Liabilities 9,319 266 — — 9,585 EQUITY: Chesapeake stockholders’ equity (deficit) (240 ) 907 78 (985 ) (240 ) Noncontrolling interests — — 123 — 123 Total Equity (Deficit) (240 ) 907 201 (985 ) (117 ) TOTAL LIABILITIES AND EQUITY $ 9,672 $ 11,794 $ 203 $ (9,328 ) $ 12,341 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 JUNE 30, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 978 $ 4 $ — $ 982 Marketing — 1,273 — — 1,273 Total Revenues — 2,251 4 — 2,255 OPERATING EXPENSES: Oil, natural gas and NGL production — 138 — — 138 Oil, natural gas and NGL gathering, processing and transportation — 338 2 — 340 Production taxes — 26 — — 26 Marketing — 1,292 — — 1,292 General and administrative — 90 1 — 91 Provision for legal contingencies, net — 4 — — 4 Oil, natural gas and NGL depreciation, depletion and amortization — 270 1 — 271 Depreciation and amortization of other assets — 19 — — 19 Impairments — 46 — — 46 Other operating income — (1 ) — — (1 ) Net gains on sales of fixed assets — (1 ) — — (1 ) Total Operating Expenses — 2,221 4 — 2,225 INCOME FROM OPERATIONS — 30 — — 30 OTHER INCOME (EXPENSE): Interest expense (117 ) — — — (117 ) Other income — 62 — — 62 Equity in net earnings (losses) of subsidiary 91 (1 ) — (90 ) — Total Other Income (Expense) (26 ) 61 — (90 ) (55 ) INCOME (LOSS) BEFORE INCOME TAXES (26 ) 91 — (90 ) (25 ) INCOME TAX BENEFIT (9 ) — — — (9 ) NET INCOME (LOSS) (17 ) 91 — (90 ) (16 ) Net income attributable to noncontrolling interests — — (1 ) — (1 ) NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE (17 ) 91 (1 ) (90 ) (17 ) Other comprehensive income — 7 — — 7 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE $ (17 ) $ 98 $ (1 ) $ (90 ) $ (10 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 1,273 $ 6 $ — $ 1,279 Marketing — 1,002 — — 1,002 Total Revenues — 2,275 6 — 2,281 OPERATING EXPENSES: Oil, natural gas and NGL production — 140 — — 140 Oil, natural gas and NGL gathering, processing and transportation — 355 2 — 357 Production taxes — 21 — — 21 Marketing — 1,027 — — 1,027 General and administrative 3 67 — — 70 Provision for legal contingencies, net — 17 — — 17 Oil, natural gas and NGL depreciation, depletion and amortization — 202 — — 202 Depreciation and amortization of other assets — 21 — — 21 Net losses on sales of fixed assets — 1 — — 1 Other operating expense — 26 — — 26 Total Operating Expenses 3 1,877 2 — 1,882 INCOME (LOSS) FROM OPERATIONS (3 ) 398 4 — 399 OTHER INCOME (EXPENSE): Interest income (expense) (95 ) 2 — — (93 ) Gains on purchases or exchanges of debt 191 — — — 191 Other expense — (1 ) — — (1 ) Equity in net earnings of subsidiary 402 3 — (405 ) — Total Other Income 498 4 — (405 ) 97 INCOME BEFORE INCOME TAXES 495 402 4 (405 ) 496 INCOME TAX EXPENSE 1 — — — 1 NET INCOME 494 402 4 (405 ) 495 Net income attributable to noncontrolling interests — — (1 ) — (1 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 494 402 3 (405 ) 494 Other comprehensive income — 7 — — 7 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 494 $ 409 $ 3 $ (405 ) $ 501 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 2,216 $ 9 $ — $ 2,225 Marketing — 2,519 — — 2,519 Total Revenues — 4,735 9 — 4,744 OPERATING EXPENSES: Oil, natural gas and NGL production — 285 — — 285 Oil, natural gas and NGL gathering, processing and transportation — 693 3 — 696 Production taxes — 57 — — 57 Marketing — 2,560 — — 2,560 General and administrative — 162 1 — 163 Restructuring and other termination costs — 38 — — 38 Provision for legal contingencies, net — 9 — — 9 Oil, natural gas and NGL depreciation, depletion and amortization — 537 2 — 539 Depreciation and amortization of other assets — 37 — — 37 Impairments — 46 — — 46 Other operating income — (1 ) — — (1 ) Net losses on sales of fixed assets — 7 — — 7 Total Operating Expenses — 4,430 6 — 4,436 INCOME FROM OPERATIONS — 305 3 — 308 OTHER INCOME (EXPENSE): Interest expense (240 ) — — — (240 ) Gains on investments — 139 — — 139 Other income — 62 — — 62 Equity in net earnings (losses) of subsidiary 507 1 — (508 ) — Total Other Income (Expense) 267 202 — (508 ) (39 ) INCOME BEFORE INCOME TAXES 267 507 3 (508 ) 269 INCOME TAX BENEFIT (9 ) — — — (9 ) NET INCOME 276 507 3 (508 ) 278 Net income attributable to noncontrolling interests — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 276 507 1 (508 ) 276 Other comprehensive income — 17 — — 17 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 276 $ 524 $ 1 $ (508 ) $ 293 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 2,736 $ 12 $ — $ 2,748 Marketing — 2,286 — — 2,286 Total Revenues — 5,022 12 — 5,034 OPERATING EXPENSES: Oil, natural gas and NGL production — 275 — — 275 Oil, natural gas and NGL gathering, processing and transportation — 708 4 — 712 Production taxes — 43 — — 43 Marketing — 2,355 — — 2,355 General and administrative 3 131 1 — 135 Provision for legal contingencies, net — 15 — — 15 Oil, natural gas and NGL depreciation, depletion and amortization — 397 2 — 399 Depreciation and amortization of other assets — 42 — — 42 Other operating expense — 417 — — 417 Net losses on sales of fixed assets — 1 — — 1 Total Operating Expenses 3 4,384 7 — 4,394 INCOME (LOSS) FROM OPERATIONS (3 ) 638 5 — 640 OTHER INCOME (EXPENSE): Interest expense (190 ) 2 — — (188 ) Gains on purchases or exchanges of debt 184 — — — 184 Other income — 2 — — 2 Equity in net earnings of subsidiary 645 3 — (648 ) — Total Other Income (Expense) 639 7 — (648 ) (2 ) INCOME BEFORE INCOME TAXES 636 645 5 (648 ) 638 INCOME TAX EXPENSE 2 — — — 2 NET INCOME 634 645 5 (648 ) 636 Net income attributable to noncontrolling interests — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 634 645 3 (648 ) 634 Other comprehensive income — 21 — — 21 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 634 $ 666 $ 3 $ (648 ) $ 655 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ 88 $ 1,006 $ 5 $ (8 ) $ 1,091 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (979 ) — — (979 ) Acquisitions of proved and unproved properties — (191 ) — — (191 ) Proceeds from divestitures of proved and unproved properties — 384 — — 384 Additions to other property and equipment — (5 ) — — (5 ) Other investing activities — 148 — — 148 Net Cash Used In Investing Activities — (643 ) — — (643 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 6,118 — — — 6,118 Payments on revolving credit facility borrowings (6,393 ) — — — (6,393 ) Cash paid for preferred stock dividends (46 ) — — — (46 ) Other financing activities (2 ) (126 ) (7 ) 6 (129 ) Intercompany advances, net 235 (237 ) 2 — — Net Cash Used In Financing Activities (88 ) (363 ) (5 ) 6 (450 ) Net decrease in cash and cash equivalents — — — (2 ) (2 ) Cash and cash equivalents, beginning of period 5 1 2 (3 ) 5 Cash and cash equivalents, end of period $ 5 $ 1 $ 2 $ (5 ) $ 3 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By (Used In) Operating Activities $ 2 $ (64 ) $ 8 $ (4 ) $ (58 ) CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (1,031 ) — — (1,031 ) Acquisitions of proved and unproved properties — (162 ) — — (162 ) Proceeds from divestitures of proved and unproved properties — 951 — — 951 Additions to other property and equipment — (7 ) — — (7 ) Other investing activities — 26 — — 26 Net Cash Used In Investing Activities — (223 ) — — (223 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 2,551 — — — 2,551 Payments on revolving credit facility borrowings (1,976 ) — — — (1,976 ) Proceeds from issuance of senior notes, net 742 — — — 742 Cash paid to purchase debt (1,746 ) — — — (1,746 ) Cash paid for preferred stock dividends (137 ) — — — (137 ) Other financing activities (38 ) (2 ) (7 ) 25 (22 ) Intercompany advances, net (287 ) 288 (1 ) — — Net Cash Provided by (Used In) Financing Activities (891 ) 286 (8 ) 25 (588 ) Net increase (decrease) in cash and cash equivalents (889 ) (1 ) — 21 (869 ) Cash and cash equivalents, beginning of period 904 2 1 (25 ) 882 Cash and cash equivalents, end of period $ 15 $ 1 $ 1 $ (4 ) $ 13 |