Change in Accounting Principle | Change in Accounting Principle In the first quarter of 2019, we voluntarily changed our method of accounting for oil and natural gas exploration and development activities from the full cost method to the successful efforts method. Accordingly, financial information for prior periods has been recast to reflect retrospective application of the successful efforts method. In general, under successful efforts, exploration costs such as exploratory dry holes, exploratory geophysical and geological costs, delay rentals, unproved leasehold impairments and exploration overhead are charged against earnings as incurred, versus being capitalized under the full cost method of accounting. The successful efforts method also provides for the assessment of potential property impairments by comparing the net carrying value of oil and natural gas properties to associated projected undiscounted pre-tax future net cash flows. If the expected undiscounted pre-tax future net cash flows are lower than the unamortized capitalized costs, the capitalized costs are reduced to fair value. Under the full cost method of accounting, a write-down would be required if the net carrying value of oil and natural gas properties exceeds a full cost ceiling using an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months. In addition, gains or losses, if applicable, are generally recognized on the disposition of oil and natural gas property and equipment under the successful efforts method, as opposed to an adjustment to the net carrying value of the assets remaining under the full cost method. Our condensed consolidated financial statements have been recast to reflect these differences. Three Months Ended June 30, 2019 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Under Successful Under Successful Efforts ($ in millions except per share data) REVENUES AND OTHER: Oil, natural gas and NGL $ 1,454 $ — $ 1,454 Marketing 916 — 916 Total Revenues 2,370 — 2,370 Other — 15 15 Gains on sales of assets — 1 1 Total Revenues and Other 2,370 16 2,386 OPERATING EXPENSES: Oil, natural gas and NGL production 166 — 166 Oil, natural gas and NGL gathering, processing and transportation 271 — 271 Production taxes 40 — 40 Exploration — 15 15 Marketing 940 — 940 General and administrative 76 13 89 Provisions for legal contingencies, net 3 — 3 Depreciation, depletion and amortization 419 161 580 Impairments 1 — 1 Gain on sale of oil and natural gas properties (1 ) 1 — Other operating expense 4 (1 ) 3 Total Operating Expenses 1,919 189 2,108 INCOME FROM OPERATIONS 451 (173 ) 278 OTHER INCOME (EXPENSE): Interest expense (131 ) (44 ) (175 ) Losses on investments (23 ) — (23 ) Other income 13 5 18 Total Other Expense (141 ) (39 ) (180 ) INCOME BEFORE INCOME TAXES 310 (212 ) 98 Income tax benefit — — — NET INCOME 310 (212 ) 98 Net income attributable to noncontrolling interests — — — NET INCOME ATTRIBUTABLE TO CHESAPEAKE 310 (212 ) 98 Preferred stock dividends (23 ) — (23 ) Earnings allocated to participating securities (1 ) 1 — NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 286 $ (211 ) $ 75 EARNINGS PER COMMON SHARE: Basic $ 0.18 $ (0.13 ) $ 0.05 Diluted $ 0.18 $ (0.13 ) $ 0.05 WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): Basic 1,628 — 1,628 Diluted 1,628 — 1,628 Three Months Ended June 30, 2018 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Under Full Cost Successful Under Successful Efforts ($ in millions except per share data) REVENUES AND OTHER: Oil, natural gas and NGL $ 982 $ — $ 982 Marketing 1,273 — 1,273 Total Revenues 2,255 — 2,255 Other — 16 16 Gains on sales of assets — 18 18 Total Revenues and Other 2,255 34 2,289 OPERATING EXPENSES: Oil, natural gas and NGL production 138 — 138 Oil, natural gas and NGL gathering, processing and transportation 340 — 340 Production taxes 26 — 26 Exploration — 20 20 Marketing 1,292 — 1,292 General and administrative 91 14 105 Provision for legal contingencies, net 4 — 4 Depreciation, depletion and amortization 290 181 471 Impairments 46 8 54 Other operating income (2 ) 1 (1 ) Total Operating Expenses 2,225 224 2,449 INCOME (LOSS) FROM OPERATIONS 30 (190 ) (160 ) OTHER INCOME (EXPENSE): Interest expense (117 ) (38 ) (155 ) Other income (expense) 62 (5 ) 57 Total Other Expense (55 ) (43 ) (98 ) LOSS BEFORE INCOME TAXES (25 ) (233 ) (258 ) Income tax benefit (9 ) — (9 ) NET LOSS (16 ) (233 ) (249 ) Net income attributable to noncontrolling interests (1 ) 1 — NET LOSS ATTRIBUTABLE TO CHESAPEAKE (17 ) (232 ) (249 ) Preferred stock dividends (23 ) — (23 ) NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (40 ) $ (232 ) $ (272 ) LOSS PER COMMON SHARE: Basic $ (0.04 ) $ (0.26 ) $ (0.30 ) Diluted $ (0.04 ) $ (0.26 ) $ (0.30 ) WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): Basic 909 — 909 Diluted 909 — 909 Six Months Ended June 30, 2019 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Under Successful Under Successful Efforts ($ in millions except per share data) REVENUES AND OTHER: Oil, natural gas and NGL $ 2,383 $ — $ 2,383 Marketing 2,149 — 2,149 Total Revenues 4,532 — 4,532 Other — 30 30 Gains on sales of assets — 20 20 Total Revenues and Other 4,532 50 4,582 OPERATING EXPENSES: Oil, natural gas and NGL production 298 — 298 Oil, natural gas and NGL gathering, processing and transportation 545 — 545 Production taxes 74 — 74 Exploration — 39 39 Marketing 2,170 — 2,170 General and administrative 164 28 192 Provision for legal contingencies 3 — 3 Depreciation, depletion and amortization 776 323 1,099 Gain on sale of oil and natural gas properties (10 ) 10 — Impairments 2 — 2 Other operating expense 64 — 64 Total Operating Expenses 4,086 400 4,486 INCOME FROM OPERATIONS 446 (350 ) 96 OTHER INCOME (EXPENSE): Interest expense (266 ) (70 ) (336 ) Losses on investments (24 ) — (24 ) Other income 20 7 27 Total Other Expense (270 ) (63 ) (333 ) INCOME (LOSS) BEFORE INCOME TAXES 176 (413 ) (237 ) Income tax benefit (314 ) — (314 ) NET INCOME 490 (413 ) 77 Net income attributable to noncontrolling interests (1 ) 1 — NET INCOME ATTRIBUTABLE TO CHESAPEAKE 489 (412 ) 77 Preferred stock dividends (46 ) — (46 ) Earnings allocated to participating securities (3 ) 3 — NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 440 $ (409 ) $ 31 EARNINGS PER COMMON SHARE: Basic $ 0.29 $ (0.27 ) $ 0.02 Diluted $ 0.29 $ (0.27 ) $ 0.02 WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): Basic 1,505 — 1,505 Diluted 1,505 — 1,505 Six Months Ended June 30, 2018 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Under Full Cost Successful Under Successful Efforts ($ in millions except per share data) REVENUES AND OTHER: Oil, natural gas and NGL $ 2,225 $ — $ 2,225 Marketing 2,519 — 2,519 Total Revenues 4,744 — 4,744 Other — 32 32 Gains on sales of assets — 37 37 Total Revenues and Other 4,744 69 4,813 OPERATING EXPENSES: Oil, natural gas and NGL production 285 — 285 Oil, natural gas and NGL gathering, processing and transportation 696 — 696 Production taxes 57 — 57 Exploration — 101 101 Marketing 2,560 — 2,560 General and administrative 163 29 192 Restructuring and other termination costs 38 — 38 Provision for legal contingencies, net 9 — 9 Depreciation, depletion and amortization 576 354 930 Impairments 46 18 64 Other operating (income) expense 6 (7 ) (1 ) Total Operating Expenses 4,436 495 4,931 INCOME (LOSS) FROM OPERATIONS 308 (426 ) (118 ) OTHER INCOME (EXPENSE): Interest expense (240 ) (77 ) (317 ) Gains on investments 139 — 139 Other income 62 (6 ) 56 Total Other Expense (39 ) (83 ) (122 ) INCOME (LOSS) BEFORE INCOME TAXES 269 (509 ) (240 ) Income tax benefit (9 ) — (9 ) NET INCOME (LOSS) 278 (509 ) (231 ) Net income attributable to noncontrolling interests (2 ) 1 (1 ) NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE 276 (508 ) (232 ) Preferred stock dividends (46 ) — (46 ) Earnings allocated to participating securities (2 ) 2 — NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS $ 228 $ (506 ) $ (278 ) EARNINGS (LOSS) PER COMMON SHARE: Basic $ 0.25 $ (0.56 ) $ (0.31 ) Diluted $ 0.25 $ (0.56 ) $ (0.31 ) WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions): Basic 908 — 908 Diluted 908 — 908 Three Months Ended June 30, 2019 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Successful Under Successful Efforts ($ in millions) NET INCOME $ 310 $ (212 ) $ 98 OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX: Unrealized gains on derivative instruments — — — Reclassification of losses on settled derivative instruments 8 — 8 Other Comprehensive Income 8 — 8 COMPREHENSIVE INCOME 318 (212 ) 106 COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 318 $ (212 ) $ 106 Three Months Ended June 30, 2018 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Successful Under Successful Efforts ($ in millions) NET LOSS $ (16 ) $ (233 ) $ (249 ) OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX: Unrealized gains on derivative instruments — — — Reclassification of losses on settled derivative instruments 7 — 7 Other Comprehensive Income 7 — 7 COMPREHENSIVE LOSS (9 ) (233 ) (242 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (1 ) 1 — COMPREHENSIVE LOSS ATTRIBUTABLE TO CHESAPEAKE $ (10 ) $ (232 ) $ (242 ) Six Months Ended June 30, 2019 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Successful Under Successful Efforts ($ in millions) NET INCOME (LOSS) $ 490 $ (413 ) $ 77 OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX: Unrealized gains on derivative instruments — — — Reclassification of losses on settled derivative instruments 18 — 18 Other Comprehensive Income 18 — 18 COMPREHENSIVE INCOME 508 (413 ) 95 COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (1 ) 1 — COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 507 $ (412 ) $ 95 Six Months Ended June 30, 2018 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Successful Under Successful Efforts ($ in millions) NET INCOME (LOSS) $ 278 $ (509 ) $ (231 ) OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX: Unrealized gains on derivative instruments — — — Reclassification of losses on settled derivative instruments 17 — 17 Other Comprehensive Income 17 — 17 COMPREHENSIVE INCOME (LOSS) 295 (509 ) (214 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (2 ) 1 (1 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE $ 293 $ (508 ) $ (215 ) Six Months Ended June 30, 2019 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Under Full Cost Successful Under Successful Efforts ($ in millions) CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME $ 490 $ (413 ) $ 77 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation, depletion and amortization 776 323 1,099 Deferred income tax benefit (314 ) — (314 ) Derivative losses, net 30 — 30 Cash receipts on derivative settlements, net 15 — 15 Stock-based compensation 17 — 17 Gains on sales of assets — (20 ) (20 ) Impairments 2 — 2 Exploration — 25 25 Losses on investments 18 — 18 Other 31 10 41 Changes in assets and liabilities (107 ) (30 ) (137 ) Net Cash Provided By Operating Activities 958 (105 ) 853 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs (1,104 ) 34 (1,070 ) Business combination, net (353 ) — (353 ) Acquisitions of proved and unproved properties (88 ) 71 (17 ) Proceeds from divestitures of proved and unproved properties 82 — 82 Additions to other property and equipment (18 ) — (18 ) Proceeds from sales of other property and equipment 4 — 4 Net Cash Used In Investing Activities (1,477 ) 105 (1,372 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 6,416 — 6,416 Payments on revolving credit facility borrowings (5,452 ) — (5,452 ) Cash paid to purchase debt (381 ) — (381 ) Cash paid for preferred stock dividends (46 ) — (46 ) Distributions to noncontrolling interest owners (2 ) — (2 ) Other (16 ) — (16 ) Net Cash Provided By Financing Activities 519 — 519 Net increase in cash and cash equivalents — — — Cash and cash equivalents, beginning of period 4 — 4 Cash and cash equivalents, end of period $ 4 $ — $ 4 Six Months Ended June 30, 2018 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Under Full Cost Successful Under Successful Efforts ($ in millions) CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME (LOSS) $ 278 $ (509 ) $ (231 ) ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation, depletion and amortization 576 354 930 Deferred income tax benefit (9 ) — (9 ) Derivative losses, net 368 — 368 Cash payments on derivative settlements, net (55 ) — (55 ) Stock-based compensation 18 — 18 Gains on sales of assets — (37 ) (37 ) Impairments 46 18 64 Exploration — 73 73 Gains on investments (139 ) — (139 ) Other (86 ) (7 ) (93 ) Changes in assets and liabilities 94 (32 ) 62 Net Cash Provided By Operating Activities 1,091 (140 ) 951 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs (979 ) 51 (928 ) Acquisitions of proved and unproved properties (191 ) 89 (102 ) Proceeds from divestitures of proved and unproved properties 384 — 384 Additions to other property and equipment (5 ) — (5 ) Proceeds from sales of other property and equipment 74 — 74 Proceeds from sales of investments 74 — 74 Net Cash Used In Investing Activities (643 ) 140 (503 ) 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 ) Extinguishment of other financing (122 ) — (122 ) Cash paid for preferred stock dividends (46 ) — (46 ) Distributions to noncontrolling interest owners (3 ) — (3 ) Other (4 ) — (4 ) Net Cash Used In Financing Activities (450 ) — (450 ) Net decrease in cash and cash equivalents (2 ) — (2 ) Cash and cash equivalents, beginning of period 5 — 5 Cash and cash equivalents, end of period $ 3 $ — $ 3 Three Months Ended June 30, 2019 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Under Successful Efforts Adjustment Under Successful Efforts ($ in millions) PREFERRED STOCK: Balance, beginning and end of period $ 1,671 $ — $ 1,671 COMMON STOCK: Balance, beginning and end of period 16 — 16 ADDITIONAL PAID-IN CAPITAL: Balance, beginning of period 16,392 — 16,392 Stock-based compensation 11 — 11 Dividends on preferred stock (23 ) — (23 ) Balance, end of period 16,380 — 16,380 ACCUMULATED DEFICIT: Balance, beginning of period (15,481 ) 1,548 (13,933 ) Net income attributable to Chesapeake 310 (212 ) 98 Balance, end of period (15,171 ) 1,336 (13,835 ) ACCUMULATED OTHER COMPREHENSIVE LOSS: Balance, beginning of period (13 ) — (13 ) Hedging activity 8 — 8 Balance, end of period (5 ) — (5 ) TREASURY STOCK – COMMON: Balance, beginning of period (36 ) — (36 ) Purchase of 81,093 shares for company benefit plans (1 ) — (1 ) Release of 148,767 shares from company benefit plans 1 — 1 Balance, end of period (36 ) — (36 ) TOTAL CHESAPEAKE STOCKHOLDERS’ EQUITY 2,855 1,336 4,191 NONCONTROLLING INTERESTS: Balance, beginning of period 122 (81 ) 41 Net income attributable to noncontrolling interests — — — Distributions to noncontrolling interest owners (2 ) — (2 ) Balance, end of period 120 (81 ) 39 TOTAL EQUITY $ 2,975 $ 1,255 $ 4,230 Three Months Ended June 30, 2018 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Under Successful Efforts Adjustment Under Successful Efforts ($ in millions) PREFERRED STOCK: Balance, beginning and end of period $ 1,671 $ — $ 1,671 COMMON STOCK: Balance, beginning of period 9 — 9 ADDITIONAL PAID-IN CAPITAL: Balance, beginning of period 14,419 — 14,419 Stock-based compensation 12 — 12 Dividends on preferred stock (23 ) — (23 ) Balance, end of period 14,408 — 14,408 ACCUMULATED DEFICIT: Balance, beginning of period (16,240 ) 2,119 (14,121 ) Net loss attributable to Chesapeake (17 ) (232 ) (249 ) Balance, end of period (16,257 ) 1,887 (14,370 ) ACCUMULATED OTHER COMPREHENSIVE LOSS: Balance, beginning of period (47 ) — (47 ) Hedging activity 7 — 7 Balance, end of period (40 ) — (40 ) TREASURY STOCK – COMMON: Balance, beginning of period (32 ) — (32 ) Purchase of 17,046 shares for company benefit plans — — — Release of 114,450 shares from company benefit plans 1 — 1 Balance, end of period (31 ) — (31 ) TOTAL CHESAPEAKE STOCKHOLDERS’ EQUITY (DEFICIT) (240 ) 1,887 1,647 NONCONTROLLING INTERESTS: Balance, beginning of period 123 (80 ) 43 Net income attributable to noncontrolling interests 1 (1 ) — Distributions to noncontrolling interest owners (1 ) — (1 ) Balance, end of period 123 (81 ) 42 TOTAL EQUITY (DEFICIT) $ (117 ) $ 1,806 $ 1,689 Six Months Ended June 30, 2019 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Under Successful Efforts Adjustment Under Successful Efforts ($ in millions) PREFERRED STOCK: Balance, beginning and end of period $ 1,671 $ — $ 1,671 COMMON STOCK: Balance, beginning of period 9 — 9 Common shares issued for WildHorse Merger 7 — 7 Balance, end of period 16 — 16 ADDITIONAL PAID-IN CAPITAL: Balance, beginning of period 14,378 — 14,378 Common shares issued for WildHorse Merger 2,030 — 2,030 Stock-based compensation 18 — 18 Dividends on preferred stock (46 ) — (46 ) Balance, end of period 16,380 — 16,380 ACCUMULATED DEFICIT: Balance, beginning of period (15,660 ) 1,748 (13,912 ) Net income attributable to Chesapeake 489 (412 ) 77 Balance, end of period (15,171 ) 1,336 (13,835 ) ACCUMULATED OTHER COMPREHENSIVE LOSS: Balance, beginning of period (23 ) — (23 ) Hedging activity 18 — 18 Balance, end of period (5 ) — (5 ) TREASURY STOCK – COMMON: Balance, beginning of period (31 ) — (31 ) Purchase of 2,620,566 shares for company benefit plans (7 ) — (7 ) Release of 259,563 shares from company benefit plans 2 — 2 Balance, end of period (36 ) — (36 ) TOTAL CHESAPEAKE STOCKHOLDERS’ EQUITY 2,855 1,336 4,191 NONCONTROLLING INTERESTS: Balance, beginning of period 123 (82 ) 41 Net income attributable to noncontrolling interests (1 ) 1 — Distributions to noncontrolling interest owners (2 ) — (2 ) Balance, end of period 120 (81 ) 39 TOTAL EQUITY $ 2,975 $ 1,255 $ 4,230 Six Months Ended June 30, 2018 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Under Successful Efforts Adjustment Under Successful Efforts ($ in millions) PREFERRED STOCK: Balance, beginning and end of period $ 1,671 $ — $ 1,671 COMMON STOCK: Balance, beginning and end of period 9 — 9 ADDITIONAL PAID-IN CAPITAL: Balance, beginning of period 14,437 — 14,437 Stock-based compensation 17 — 17 Dividends on preferred stock (46 ) — (46 ) Balance, end of period 14,408 — 14,408 ACCUMULATED DEFICIT: Balance, beginning of period (16,525 ) 2,395 (14,130 ) Net income (loss) attributable to Chesapeake 276 (508 ) (232 ) Cumulative effect of accounting change (8 ) — (8 ) Balance, end of period (16,257 ) 1,887 (14,370 ) ACCUMULATED OTHER COMPREHENSIVE LOSS: Balance, beginning of period (57 ) — (57 ) Hedging activity 17 — 17 Balance, end of period (40 ) — (40 ) TREASURY STOCK – COMMON: Balance, beginning of period (31 ) — (31 ) Purchase of 1,468,524 shares for company benefit plans (4 ) — (4 ) Release of 389,857 shares from company benefit plans 4 — 4 Balance, end of period (31 ) — (31 ) TOTAL CHESAPEAKE STOCKHOLDERS’ EQUITY (DEFICIT) (240 ) 1,887 1,647 NONCONTROLLING INTERESTS: Balance, beginning of period 124 (80 ) 44 Net income attributable to noncontrolling interests 2 (1 ) 1 Distributions to noncontrolling interest owners (3 ) — (3 ) Balance, end of period 123 (81 ) 42 TOTAL EQUITY (DEFICIT) $ (117 ) $ 1,806 $ 1,689 |