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 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 September 30, 2018 and December 31, 2017 and for the three and nine months ended September 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 SEPTEMBER 30, 2018 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 6 $ 1 $ 1 $ (4 ) $ 4 Other current assets 69 1,160 2 — 1,231 Intercompany receivable, net 8,003 29 176 (8,208 ) — Total Current Assets 8,078 1,190 179 (8,212 ) 1,235 PROPERTY AND EQUIPMENT: Oil and natural gas properties at cost, based on full cost accounting, net 563 9,433 25 — 10,021 Other property and equipment, net — 1,109 — — 1,109 Property and equipment held for sale, net — 47 — — 47 Total Property and Equipment, Net 563 10,589 25 — 11,177 LONG-TERM ASSETS: Other long-term assets 29 218 — — 247 Investments in subsidiaries and intercompany advances 1,193 79 — (1,272 ) — TOTAL ASSETS $ 9,863 $ 12,076 $ 204 $ (9,484 ) $ 12,659 CURRENT LIABILITIES: Current liabilities $ 563 $ 2,415 $ 2 $ (4 ) $ 2,976 Intercompany payable, net 29 8,179 — (8,208 ) — Total Current Liabilities 592 10,594 2 (8,212 ) 2,976 LONG-TERM LIABILITIES: Long-term debt, net 9,380 — — — 9,380 Other long-term liabilities 53 289 — — 342 Total Long-Term Liabilities 9,433 289 — — 9,722 EQUITY: Chesapeake stockholders’ equity (deficit) (162 ) 1,193 79 (1,272 ) (162 ) Noncontrolling interests — — 123 — 123 Total Equity (Deficit) (162 ) 1,193 202 (1,272 ) (39 ) TOTAL LIABILITIES AND EQUITY $ 9,863 $ 12,076 $ 204 $ (9,484 ) $ 12,659 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 SEPTEMBER 30, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 1,194 $ 5 $ — $ 1,199 Marketing — 1,219 — — 1,219 Total Revenues — 2,413 5 — 2,418 OPERATING EXPENSES: Oil, natural gas and NGL production — 132 — — 132 Oil, natural gas and NGL gathering, processing and transportation — 362 2 — 364 Production taxes — 33 1 — 34 Marketing — 1,238 — — 1,238 General and administrative — 66 — — 66 Provision for legal contingencies, net — 8 — — 8 Oil, natural gas and NGL depreciation, depletion and amortization — 274 — — 274 Depreciation and amortization of other assets — 17 — — 17 Impairments — 5 — — 5 Total Operating Expenses — 2,135 3 — 2,138 INCOME FROM OPERATIONS — 278 2 — 280 OTHER INCOME (EXPENSE): Interest expense (125 ) (2 ) — — (127 ) Losses on purchases or exchanges of debt (68 ) — — — (68 ) Other income — 1 — — 1 Equity in net earnings of subsidiary 278 1 — (279 ) — Total Other Income (Expense) 85 — — (279 ) (194 ) INCOME BEFORE INCOME TAXES 85 278 2 (279 ) 86 INCOME TAX EXPENSE 1 — — — 1 NET INCOME 84 278 2 (279 ) 85 Net income attributable to noncontrolling interests — — (1 ) — (1 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 84 278 1 (279 ) 84 Other comprehensive income — 8 — — 8 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 84 $ 286 $ 1 $ (279 ) $ 92 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 974 $ 5 $ — $ 979 Marketing — 964 — — 964 Total Revenues — 1,938 5 — 1,943 OPERATING EXPENSES: Oil, natural gas and NGL production — 151 — — 151 Oil, natural gas and NGL gathering, processing and transportation — 367 2 — 369 Production taxes — 20 1 — 21 Marketing — 978 — — 978 General and administrative — 54 — — 54 Provision for legal contingencies, net — 20 — — 20 Oil, natural gas and NGL depreciation, depletion and amortization — 227 1 — 228 Depreciation and amortization of other assets — 20 — — 20 Impairments — 3 — — 3 Net gains on sales of fixed assets — (1 ) — — (1 ) Other operating expense — 6 — — 6 Total Operating Expenses — 1,845 4 — 1,849 INCOME FROM OPERATIONS — 93 1 — 94 OTHER INCOME (EXPENSE): Interest expense (110 ) (4 ) — — (114 ) Losses on purchases or exchanges of debt (1 ) — — — (1 ) Other income 1 3 — — 4 Equity in net earnings of subsidiary 92 — — (92 ) — Total Other Income (Expense) (18 ) (1 ) — (92 ) (111 ) INCOME (LOSS) BEFORE INCOME TAXES (18 ) 92 1 (92 ) (17 ) INCOME TAX EXPENSE — — — — — NET INCOME (LOSS) (18 ) 92 1 (92 ) (17 ) Net income attributable to noncontrolling interests — — (1 ) — (1 ) NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE (18 ) 92 — (92 ) (18 ) Other comprehensive income — 8 — — 8 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE $ (18 ) $ 100 $ — $ (92 ) $ (10 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 3,410 $ 14 $ — $ 3,424 Marketing — 3,738 — — 3,738 Total Revenues — 7,148 14 — 7,162 OPERATING EXPENSES: Oil, natural gas and NGL production — 417 — — 417 Oil, natural gas and NGL gathering, processing and transportation — 1,055 5 — 1,060 Production taxes — 90 1 — 91 Marketing — 3,798 — — 3,798 General and administrative — 228 1 — 229 Restructuring and other termination costs — 38 — — 38 Provision for legal contingencies, net — 17 — — 17 Oil, natural gas and NGL depreciation, depletion and amortization — 811 2 — 813 Depreciation and amortization of other assets — 54 — — 54 Impairments — 51 — — 51 Other operating income — (1 ) — — (1 ) Net losses on sales of fixed assets — 7 — — 7 Total Operating Expenses — 6,565 9 — 6,574 INCOME FROM OPERATIONS — 583 5 — 588 OTHER INCOME (EXPENSE): Interest expense (365 ) (2 ) — — (367 ) Gains on investments — 139 — — 139 Losses on exchanges or repurchases of debt (68 ) — — — (68 ) Other income — 63 — — 63 Equity in net earnings of subsidiary 785 2 — (787 ) — Total Other Income (Expense) 352 202 — (787 ) (233 ) INCOME BEFORE INCOME TAXES 352 785 5 (787 ) 355 INCOME TAX BENEFIT (8 ) — — — (8 ) NET INCOME 360 785 5 (787 ) 363 Net income attributable to noncontrolling interests — — (3 ) — (3 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 360 785 2 (787 ) 360 Other comprehensive income — 25 — — 25 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 360 $ 810 $ 2 $ (787 ) $ 385 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES: Oil, natural gas and NGL $ — $ 3,710 $ 17 $ — $ 3,727 Marketing — 3,250 — — 3,250 Total Revenues — 6,960 17 — 6,977 OPERATING EXPENSES: Oil, natural gas and NGL production — 426 — — 426 Oil, natural gas and NGL gathering, processing and transportation — 1,075 6 — 1,081 Production taxes — 63 1 — 64 Marketing — 3,333 — — 3,333 General and administrative 3 185 1 — 189 Provision for legal contingencies, net — 35 — — 35 Oil, natural gas and NGL depreciation, depletion and amortization — 624 3 — 627 Depreciation and amortization of other assets — 62 — — 62 Impairments — 3 — — 3 Other operating expense — 423 — — 423 Total Operating Expenses 3 6,229 11 — 6,243 INCOME (LOSS) FROM OPERATIONS (3 ) 731 6 — 734 OTHER INCOME (EXPENSE): Interest expense (300 ) (2 ) — — (302 ) Gains on purchases or exchanges of debt 183 — — — 183 Other income 1 5 — — 6 Equity in net earnings of subsidiary 737 3 — (740 ) — Total Other Income (Expense) 621 6 — (740 ) (113 ) INCOME BEFORE INCOME TAXES 618 737 6 (740 ) 621 INCOME TAX EXPENSE 2 — — — 2 NET INCOME 616 737 6 (740 ) 619 Net income attributable to noncontrolling interests — — (3 ) — (3 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 616 737 3 (740 ) 616 Other comprehensive income — 29 — — 29 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 616 $ 766 $ 3 $ (740 ) $ 645 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ 86 $ 1,512 $ 7 $ (10 ) $ 1,595 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (1,481 ) — — (1,481 ) Acquisitions of proved and unproved properties — (244 ) — — (244 ) Proceeds from divestitures of proved and unproved properties — 395 — — 395 Additions to other property and equipment — (11 ) — — (11 ) Other investing activities — 149 — — 149 Net Cash Used In Investing Activities — (1,192 ) — — (1,192 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 9,095 — — — 9,095 Payments on revolving credit facility borrowings (9,231 ) — — — (9,231 ) Proceeds from issuance of senior notes, net 1,237 — — — 1,237 Cash paid to purchase debt (1,285 ) — — — (1,285 ) Cash paid for preferred stock dividends (69 ) — — — (69 ) Other financing activities (2 ) (127 ) (9 ) (13 ) (151 ) Intercompany advances, net 170 (193 ) 1 22 — Net Cash Used In Financing Activities (85 ) (320 ) (8 ) 9 (404 ) Net increase (decrease) in cash and cash equivalents 1 — (1 ) (1 ) (1 ) Cash and cash equivalents, beginning of period 5 1 2 (3 ) 5 Cash and cash equivalents, end of period $ 6 $ 1 $ 1 $ (4 ) $ 4 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ 4 $ 266 $ 11 $ (8 ) $ 273 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (1,597 ) — — (1,597 ) Acquisitions of proved and unproved properties — (226 ) — — (226 ) Proceeds from divestitures of proved and unproved properties — 1,193 — — 1,193 Additions to other property and equipment — (12 ) — — (12 ) Other investing activities — 40 — — 40 Net Cash Used In Investing Activities — (602 ) — — (602 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 4,775 — — — 4,775 Payments on revolving credit facility borrowings (4,130 ) — — — (4,130 ) Proceeds from issuance of senior notes, net 742 — — — 742 Cash paid to purchase debt (1,751 ) — — — (1,751 ) Cash paid for preferred stock dividends (160 ) — — — (160 ) Other financing activities (36 ) (4 ) (11 ) 27 (24 ) Intercompany advances, net (339 ) 339 — — — Net Cash Provided by (Used In) Financing Activities (899 ) 335 (11 ) 27 (548 ) Net increase (decrease) in cash and cash equivalents (895 ) (1 ) — 19 (877 ) Cash and cash equivalents, beginning of period 904 2 1 (25 ) 882 Cash and cash equivalents, end of period $ 9 $ 1 $ 1 $ (6 ) $ 5 |