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 the revolving credit facility, term loan, senior secured second lien notes, and outstanding senior unsecured notes and convertible senior notes listed in Note 5 are fully and unconditionally guaranteed, jointly and severally, by certain of our 100% owned subsidiaries. Our BVL subsidiaries are guarantors of our obligations under the revolving credit facility, term loan and senior secured second lien notes, but are not guarantors of our obligations under our outstanding senior unsecured notes or convertible senior notes as of December 31, 2019. Chesapeake has an obligation and intends to add our BVL subsidiaries as guarantors of our obligations under such notes on or before June 20, 2020 in accordance with the various indentures governing the same. 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, including BVL subsidiaries, as of December 31, 2019 and 2018 and for the years ended December 31, 2019 , 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 DECEMBER 31, 2019 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 16 $ 1 $ 5 $ (16 ) $ 6 Other current assets 51 1,090 104 — 1,245 Intercompany receivable, net 7,702 — — (7,702 ) — Total Current Assets 7,769 1,091 109 (7,718 ) 1,251 PROPERTY AND EQUIPMENT: Oil and natural gas properties at cost, based on successful efforts accounting, net — 9,440 4,188 — 13,628 Other property and equipment, net — 1,030 88 — 1,118 Property and equipment held for sale, net — 10 — — 10 Total Property and Equipment, Net — 10,480 4,276 — 14,756 LONG-TERM ASSETS: Other long-term assets 41 125 19 1 186 Investments in subsidiaries and intercompany advances 6,101 4,171 — (10,272 ) — TOTAL ASSETS $ 13,911 $ 15,867 $ 4,404 $ (17,989 ) $ 16,193 CURRENT LIABILITIES: Current liabilities $ 466 $ 1,765 $ 176 $ (15 ) $ 2,392 Intercompany payable, net — 7,702 — (7,702 ) — Total Current Liabilities 466 9,467 176 (7,717 ) 2,392 LONG-TERM LIABILITIES: Long-term debt, net 9,071 — 2 — 9,073 Deferred income tax liabilities 10 — — — 10 Other long-term liabilities — 299 18 — 317 Total Long-Term Liabilities 9,081 299 20 — 9,400 EQUITY: Chesapeake stockholders’ equity 4,364 6,101 4,171 (10,272 ) 4,364 Noncontrolling interests — — 37 — 37 Total Equity 4,364 6,101 4,208 (10,272 ) 4,401 TOTAL LIABILITIES AND EQUITY $ 13,911 $ 15,867 $ 4,404 $ (17,989 ) $ 16,193 CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2018 ($ in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and cash equivalents $ 4 $ 1 $ 1 $ (2 ) $ 4 Other current assets 60 1,532 2 — 1,594 Intercompany receivable, net 6,671 — — (6,671 ) — Total Current Assets 6,735 1,533 3 (6,673 ) 1,598 PROPERTY AND EQUIPMENT: Oil and natural gas properties at cost, based on successful efforts accounting, net — 9,664 48 — 9,712 Other property and equipment, net — 1,091 — — 1,091 Property and equipment held for sale, net — 15 — — 15 Total Property and Equipment, Net — 10,770 48 — 10,818 LONG-TERM ASSETS: Other long-term assets 26 293 — — 319 Investments in subsidiaries and intercompany advances 3,248 9 — (3,257 ) — TOTAL ASSETS $ 10,009 $ 12,605 $ 51 $ (9,930 ) $ 12,735 CURRENT LIABILITIES: Current liabilities $ 523 $ 2,365 $ 1 $ (2 ) $ 2,887 Intercompany payable, net — 6,671 — (6,671 ) — Total Current Liabilities 523 9,036 1 (6,673 ) 2,887 LONG-TERM LIABILITIES: Long-term debt, net 7,341 — — — 7,341 Other long-term liabilities 53 321 — — 374 Total Long-Term Liabilities 7,394 321 — — 7,715 EQUITY: Chesapeake stockholders’ equity 2,092 3,248 9 (3,257 ) 2,092 Noncontrolling interests — — 41 — 41 Total Equity 2,092 3,248 50 (3,257 ) 2,133 TOTAL LIABILITIES AND EQUITY $ 10,009 $ 12,605 $ 51 $ (9,930 ) $ 12,735 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2019 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES AND OTHER: Oil, natural gas and NGL $ — $ 3,760 $ 762 $ — $ 4,522 Marketing — 3,967 — — 3,967 Total Revenues — 7,727 762 — 8,489 Other — 60 3 — 63 Gains on sales of assets — 43 — — 43 Total Revenues and Other — 7,830 765 — 8,595 OPERATING EXPENSES: Oil, natural gas and NGL production — 436 84 — 520 Oil, natural gas and NGL gathering, processing and transportation — 1,062 20 — 1,082 Severance and ad valorem taxes — 174 50 — 224 Exploration — 77 7 — 84 Marketing — 4,003 — — 4,003 General and administrative 1 237 77 — 315 Restructuring and other termination costs — 12 — — 12 Provision for legal contingencies, net — 19 — — 19 Depreciation, depletion and amortization — 1,719 545 — 2,264 Impairments — 11 — — 11 Other operating expense — 52 40 — 92 Total Operating Expenses 1 7,802 823 — 8,626 INCOME (LOSS) FROM OPERATIONS (1 ) 28 (58 ) — (31 ) OTHER INCOME (EXPENSE): Interest income (expense) (598 ) 16 (69 ) — (651 ) Losses on investments — (47 ) (24 ) — (71 ) Gains on purchases or exchanges of debt 65 — 10 — 75 Other income — 39 — — 39 Equity in net earnings (losses) of subsidiary (105 ) (141 ) — 246 — Total Other Expense (638 ) (133 ) (83 ) 246 (608 ) LOSS BEFORE INCOME TAXES (639 ) (105 ) (141 ) 246 (639 ) INCOME TAX BENEFIT (331 ) — — — (331 ) NET LOSS (308 ) (105 ) (141 ) 246 (308 ) Net income attributable to noncontrolling interests — — — — — NET LOSS ATTRIBUTABLE TO CHESAPEAKE (308 ) (105 ) (141 ) 246 (308 ) Other comprehensive income — 35 — — 35 COMPREHENSIVE LOSS ATTRIBUTABLE TO CHESAPEAKE $ (308 ) $ (70 ) $ (141 ) $ 246 $ (273 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES AND OTHER: Oil, natural gas and NGL $ — $ 5,136 $ 19 $ — $ 5,155 Marketing — 5,076 — — 5,076 Total Revenues — 10,212 19 — 10,231 Other — 63 — — 63 Losses on sales of assets — (264 ) — — (264 ) Total Revenues and Other — 10,011 19 — 10,030 OPERATING EXPENSES: Oil, natural gas and NGL production — 474 — — 474 Oil, natural gas and NGL gathering, processing and transportation — 1,391 7 — 1,398 Severance and ad valorem taxes — 188 1 — 189 Exploration — 162 — — 162 Marketing — 5,158 — — 5,158 General and administrative 2 332 1 — 335 Restructuring and other termination costs — 38 — — 38 Provision for legal contingencies, net — 26 — — 26 Depreciation, depletion and amortization — 1,730 7 — 1,737 Impairments — 131 — — 131 Total Operating Expenses 2 9,630 16 — 9,648 INCOME (LOSS) FROM OPERATIONS (2 ) 381 3 — 382 OTHER INCOME (EXPENSE): Interest expense (631 ) (2 ) — — (633 ) Gains on investments — 139 — — 139 Gains on purchases or exchanges of debt 263 — — — 263 Other income 3 64 — — 67 Equity in net earnings of subsidiary 583 1 — (584 ) — Total Other Income (Expense) 218 202 — (584 ) (164 ) INCOME BEFORE INCOME TAXES 216 583 3 (584 ) 218 INCOME TAX BENEFIT (10 ) — — — (10 ) NET INCOME 226 583 3 (584 ) 228 Net income attributable to noncontrolling interests — — (2 ) — (2 ) NET INCOME ATTRIBUTABLE TO CHESAPEAKE 226 583 1 (584 ) 226 Other comprehensive income — 34 — — 34 COMPREHENSIVE INCOME ATTRIBUTABLE TO CHESAPEAKE $ 226 $ 617 $ 1 $ (584 ) $ 260 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated REVENUES AND OTHER: Oil, natural gas and NGL $ — $ 4,962 $ 23 $ — $ 4,985 Marketing — 4,511 — — 4,511 Total Revenues — 9,473 23 — 9,496 Other — 67 — — 67 Gains on sales of assets — 476 — — 476 Total Revenues and Other — 10,016 23 — 10,039 OPERATING EXPENSES: Oil, natural gas and NGL production — 517 — — 517 Oil, natural gas and NGL gathering, processing and transportation — 1,463 8 — 1,471 Severance and ad valorem taxes — 133 1 — 134 Exploration — 235 — — 235 Marketing — 4,598 — — 4,598 General and administrative 1 330 2 — 333 Provision for legal contingencies, net (79 ) 41 — — (38 ) Depreciation, depletion and amortization — 1,688 9 — 1,697 Impairments — 814 — — 814 Other operating expense — 416 — — 416 Total Operating (Income) Expenses (78 ) 10,235 20 — 10,177 INCOME (LOSS) FROM OPERATIONS 78 (219 ) 3 — (138 ) OTHER INCOME (EXPENSE): Interest expense (599 ) (2 ) — — (601 ) Gains on purchases or exchanges of debt 233 — — — 233 Other income 1 5 — — 6 Equity in net losses of subsidiary (216 ) — — 216 — Total Other Income (Expense) (581 ) 3 — 216 (362 ) INCOME (LOSS) BEFORE INCOME TAXES (503 ) (216 ) 3 216 (500 ) INCOME TAX EXPENSE 2 — — — 2 NET INCOME (LOSS) (505 ) (216 ) 3 216 (502 ) Net income attributable to noncontrolling interests — — (3 ) — (3 ) NET LOSS ATTRIBUTABLE TO CHESAPEAKE (505 ) (216 ) — 216 (505 ) Other comprehensive income — 39 — — 39 COMPREHENSIVE LOSS ATTRIBUTABLE TO CHESAPEAKE $ (505 ) $ (177 ) $ — $ 216 $ (466 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2019 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ 1 $ 1,270 $ 356 $ (4 ) $ 1,623 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (1,548 ) (632 ) — (2,180 ) Business combination, net — (381 ) 28 — (353 ) Acquisitions of proved and unproved properties — (35 ) — — (35 ) Proceeds from divestitures of proved and unproved properties — 130 — — 130 Additions to other property and equipment — (32 ) (16 ) — (48 ) Proceeds from sales of other property and equipment — 6 — — 6 Net Cash Used In Investing Activities — (1,860 ) (620 ) — (2,480 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 9,839 — 837 — 10,676 Payments on revolving credit facility borrowings (8,668 ) — (1,512 ) — (10,180 ) Proceeds from issuance of senior notes, net 108 — — — 108 Proceeds from issuance of term loan, net 1,455 — — — 1,455 Cash paid to purchase debt (380 ) — (693 ) — (1,073 ) Cash paid for preferred stock dividends (91 ) — — — (91 ) Contribution from parent (1,644 ) — 1,644 — — Other financing activities (24 ) (8 ) (8 ) 4 (36 ) Intercompany advances, net (713 ) 713 — — — Net Cash Provided By (Used In) Financing Activities (118 ) 705 268 4 859 Net increase (decrease) in cash and cash equivalents (117 ) 115 4 — 2 Cash and cash equivalents, beginning of period 4 1 1 (2 ) 4 Cash and cash equivalents, end of period $ (113 ) $ 116 $ 5 $ (2 ) $ 6 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2018 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ 85 $ 1,642 $ 10 $ (7 ) $ 1,730 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (1,848 ) — — (1,848 ) Acquisitions of proved and unproved properties — (128 ) — — (128 ) Proceeds from divestitures of proved and unproved properties — 2,231 — — 2,231 Additions to other property and equipment — (21 ) — — (21 ) Proceeds from sales of other property and equipment — 147 — — 147 Proceeds from sales of investments — 74 — — 74 Net Cash Provided by Investing Activities — 455 — — 455 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 11,697 — — — 11,697 Payments on revolving credit facility borrowings (12,059 ) — — — (12,059 ) Proceeds from issuance of senior notes, net 1,236 — — — 1,236 Cash paid to purchase debt (2,813 ) — — — (2,813 ) Cash paid for preferred stock dividends (92 ) — — — (92 ) Other financing activities (26 ) (123 ) (13 ) 7 (155 ) Intercompany advances, net 1,971 (1,974 ) 2 1 — Net Cash Used In Financing Activities (86 ) (2,097 ) (11 ) 8 (2,186 ) Net 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 $ 4 $ 1 $ 1 $ (2 ) $ 4 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2017 ($ in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities $ 5 $ 466 $ 14 $ (10 ) $ 475 CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs — (2,113 ) — — (2,113 ) Acquisitions of proved and unproved properties — (88 ) — — (88 ) Proceeds from divestitures of proved and unproved properties — 1,249 — — 1,249 Additions to other property and equipment — (21 ) — — (21 ) Other investing activities — 55 — — 55 Net Cash Used In Investing Activities — (918 ) — — (918 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility borrowings 7,771 — — — 7,771 Payments on revolving credit facility borrowings (6,990 ) — — — (6,990 ) Proceeds from issuance of senior notes, net 1,585 — — — 1,585 Cash paid to purchase debt (2,592 ) — — — (2,592 ) Cash paid for preferred stock dividends (183 ) — — — (183 ) Other financing activities (39 ) (5 ) (13 ) 32 (25 ) Intercompany advances, net (456 ) 456 — — — Net Cash Provided by (Used In) Financing Activities (904 ) 451 (13 ) 32 (434 ) Net increase (decrease) in cash and cash equivalents (899 ) (1 ) 1 22 (877 ) Cash and cash equivalents, beginning of period 904 2 1 (25 ) 882 Cash and cash equivalents, end of period $ 5 $ 1 $ 2 $ (3 ) $ 5 |