Financial Data and Key Metrics Changes - The company reported strong cash flows driven by capital-efficient development, with significant share repurchases amounting to approximately 75% of shares issued in the Chief transaction [8][9][12] - The capital returns framework is leading among gas companies, with a buyback program increased to $2 billion [21][14] Business Line Data and Key Metrics Changes - The integration of Vine and Chief assets has been successful, contributing to strong cash flows and shareholder returns [8][10] - The company is reallocating capital from the Eagle Ford to the Haynesville, indicating a strategic shift in focus [9][15] Market Data and Key Metrics Changes - The company believes it has the premier natural gas portfolio in the U.S., with industry-leading capital efficiency and strong operating margins [10][11] - The Eagle Ford has been deemed non-core, with plans for a strategic exit to enhance shareholder value [12][13] Company Strategy and Development Direction - The company aims to maximize shareholder value by focusing on the Marcellus and Haynesville assets, which are expected to deliver superior returns [9][12] - The strategic exit from the Eagle Ford will be guided by principles ensuring accretive actions and enhancing capital returns [14][96] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategic direction, emphasizing the strength of the company's assets and balance sheet [10][98] - The company is optimistic about growth opportunities in the Haynesville and maintaining a strong position in the Marcellus despite capacity constraints [26][28] Other Important Information - The company is focused on LNG opportunities, having secured contracts that recognize responsibly sourced gas, enhancing its market position [64][66] - The integration of Chief and Vine assets has already resulted in increased gas flow and improved drilling efficiency [70][72] Q&A Session Summary Question: What are the tax implications of the Eagle Ford sale and how will proceeds be utilized? - Management indicated it is too early to discuss tax implications and emphasized a focus on returning capital to shareholders through buybacks [20][21] Question: What triggered the decision to exit the Eagle Ford? - The decision was influenced by the high quality of the Vine and Chief assets and a desire to refine the capital allocation model [33][34] Question: Will the company continue to buy back shares using free cash flow? - Management confirmed a free cash flow-driven return strategy, leaning towards buybacks given the current stock valuation [43][44] Question: How is the company addressing constraints in the Haynesville? - Management outlined plans for capacity additions and improvements in gathering and treating facilities to support growth [45][46] Question: What is the company's approach to hedging in the current market? - The company plans to maintain a consistent hedge strategy while being opportunistic in layering additional hedges [51][56] Question: How does the company view the service cost environment and inflation? - Management is closely monitoring inflation and believes that a competitive portfolio can absorb inflationary pressures [80][84] Question: What are the drivers behind the impressive Marcellus results? - The company attributes success to strong acreage positions and effective capital management practices [87][89]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, $0.01 par value per share CHK The Nasdaq Stock Market LLC Class A Warrants to purchase Common Stock CHKEW The Nasdaq Stock Market LLC Class B Warrants to purchase Common Stock CHKEZ The Nasdaq Stock Market LLC Class C Warrants to purchase Common Stock CHKEL The Nasdaq Stock Market LLC FOR ...

Summary of Chesapeake Energy Corporation Conference Call Company Overview - **Company**: Chesapeake Energy Corporation (NASDAQ: CHK) - **Industry**: Energy, specifically focused on natural gas production in the Marcellus, Haynesville, and Eagle Ford regions Key Points and Arguments 1. **Stock Buyback Authorization**: Chesapeake announced a doubling of its buyback authorization from $1 billion to $2 billion, indicating confidence in the stock's undervaluation [2][3] 2. **Free Cash Flow Projections**: The company projects $14 billion in free cash flow over the next five years, which is over 115% of its market cap, with $9 billion expected to be returned to shareholders [4][9] 3. **Asset Quality and Inventory**: Chesapeake has a deep inventory with 2,500 locations yielding over 100% rate of return, emphasizing the quality and longevity of its asset base [5][16] 4. **Balance Sheet Strength**: The company maintains a strong balance sheet with a commitment to keeping leverage at one time or less, which is crucial for sustainability amid price cyclicality [5][9][30] 5. **ESG Commitment**: Chesapeake emphasizes its commitment to environmental, social, and governance (ESG) principles, highlighting its low carbon footprint and efforts to improve its environmental impact [6][34] 6. **Shareholder Return Framework**: The company has a structured approach to returning cash to shareholders, including a base dividend of $2 per share and a variable dividend structure that returns 50% of free cash flow after the base dividend [8][9] 7. **Market Positioning**: Chesapeake believes it is uniquely positioned in the energy market due to its high yield and low financial leverage compared to peers, allowing for significant cash flow distribution to shareholders [13][36] 8. **Production Growth**: The company anticipates low single-digit growth in production, with a focus on optimizing capital allocation across its diverse portfolio [14][25] 9. **Marcellus Asset Performance**: The Marcellus region is highlighted as a key asset, expected to generate $7 billion in free cash flow over five years, with stable pricing dynamics despite infrastructure constraints [22][23] 10. **Haynesville and Eagle Ford Contributions**: The Haynesville is projected to grow by about 10% year-over-year, contributing $4 billion in free cash flow, while the Eagle Ford is expected to generate $3 billion over the same period [25][27] Additional Important Insights - **Market Dynamics**: There is a palpable concern in Europe regarding commodity prices and supply, positioning the U.S. as a critical player in global energy supply [7] - **Future Growth Potential**: Chesapeake is open to pursuing international LNG contracts, indicating a strategy to diversify its market presence [40] - **Infrastructure Constraints**: The company acknowledges current constraints in the Haynesville but believes that ongoing infrastructure projects will facilitate future growth [45] - **Shareholder Base Changes**: The turnover in the shareholder base has decreased from 88% to about 30%, indicating a more stable and income-oriented investor profile [32][33] This summary encapsulates the key themes and insights from the conference call, reflecting Chesapeake Energy's strategic focus on shareholder returns, asset quality, and market positioning within the energy sector.

Financial Performance & Capital Returns - Chesapeake Energy projects approximately $14 billion of Free Cash Flow (FCF) over the next five years, representing approximately 115% of its market capitalization at the adjusted strip [5] - The company plans to return approximately $9 billion to shareholders through dividends and buybacks over the next five years at the adjusted strip [5] - Chesapeake Energy has authorized a $2 billion equity repurchase program by 2023E [5, 7, 30] - The company is committed to maintaining a net debt-to-EBITDAX ratio of less than 10x, down to $250/$50 [5, 7, 26, 28] - Chesapeake Energy's base dividend has a breakeven point of approximately $215/mcf [10] Asset Portfolio & Production - Chesapeake Energy has over 2,500 locations with greater than 100% IRR at $400/$75 flat pricing [5] - The company's 2022E total daily production rate is projected to be 670-690 mboe/d [14, 47] - The company has approximately 650,000 net acres in Marcellus, 350,000 net acres in Haynesville, and 610,000 net acres in Eagle Ford [14] - The company projects $7 billion of 5-year Free Cash Flow (FCF) net of allocated hedges, corporate items, and taxes from Marcellus [20] - The company projects $3 billion of 5-year Free Cash Flow (FCF) net of allocated hedges, corporate items, and taxes from Eagle Ford [23] ESG Initiatives - Chesapeake Energy is retrofitting over 19,000 pneumatic devices, aiming to reduce reported GHG emissions by approximately 40% and methane emissions by approximately 80% by YE'22 [34] - The company is targeting net-zero direct GHG emissions by 2035 [34] - Chesapeake Energy aims for zero routine flaring on wells completed in 2021 and beyond, enterprise-wide by 2025 [34]

Chesapeake Energy Corporation (NASDAQ:CHK) Q1 2022 Earnings Conference Call May 5, 2022 8:30 AM ET Company Participants Brad Sylvester – Vice President-Investor Relations and Communications Nick Dell’Osso – President and Chief Executive Officer Mohit Singh – Executive Vice President and Chief Financial Officer Josh Viets – Executive Vice President and Chief Operating Officer ​ Conference Call Participants Doug Leggate – Bank of America Matt Portillo – TPH Nicholas Pope – Seaport Research Scott Hanold – RBC ...

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis [ITEM 1. Condensed Consolidated Financial Statements (Unaudited)](index=6&type=section&id=ITEM%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), cash flows, and stockholders' equity, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial events [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show the company's financial position as of March 31, 2022, and December 31, 2021, with total assets and liabilities significantly increasing due to acquisitions and derivative liabilities Key Balance Sheet Data | Metric | March 31, 2022 ($ millions) | December 31, 2021 ($ millions) | | :-------------------------------- | :-------------------------- | :----------------------------- | | Total Assets | 13,293 | 11,009 | | Total Liabilities | 7,910 | 5,338 | | Total Stockholders' Equity | 5,383 | 5,671 | - Short-term derivative liabilities increased significantly from **$899 million** at December 31, 2021, to **$2,638 million** at March 31, 2022[59](index=59&type=chunk) - Proved oil and natural gas properties increased from **$7,682 million** to **$10,259 million**, reflecting recent property transactions[57](index=57&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations reveal a net loss for the three months ended March 31, 2022, primarily due to substantial losses on oil and natural gas derivatives, despite higher revenues Net Income (Loss) and EPS | Metric | Three Months Ended March 31, 2022 (Successor) | Period from Feb 10, 2021 through Mar 31, 2021 (Successor) | Period from Jan 1, 2021 through Feb 9, 2021 (Predecessor) | | :--------------------------------- | :------------------------------------------ | :-------------------------------------------------------- | :-------------------------------------------------------- | | Net Income (Loss) ($ millions) | (764) | 295 | 5,383 | | Basic EPS ($) | (6.32) | 3.01 | 550.35 | | Diluted EPS ($) | (6.32) | 2.75 | 534.51 | Revenues and Other | Metric | Three Months Ended March 31, 2022 (Successor) | Period from Feb 10, 2021 through Mar 31, 2021 (Successor) | Period from Jan 1, 2021 through Feb 9, 2021 (Predecessor) | | :-------------------------------- | :------------------------------------------ | :-------------------------------------------------------- | :-------------------------------------------------------- | | Oil, Natural Gas and NGL ($ millions) | 1,914 | 553 | 398 | | Marketing ($ millions) | 867 | 277 | 239 | | Oil and Natural Gas Derivatives ($ millions) | (2,125) | 46 | (382) | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The comprehensive income (loss) statement shows that for the three months ended March 31, 2022, the comprehensive loss was identical to the net loss, indicating no other comprehensive income or loss activities Comprehensive Income (Loss) | Period | Amount ($ millions) | | :------------------------------------------ | :------------------ | | Three Months Ended March 31, 2022 (Successor) | (764) | | Period from Feb 10, 2021 through Mar 31, 2021 (Successor) | 295 | | Period from Jan 1, 2021 through Feb 9, 2021 (Predecessor) | 5,386 | - Other comprehensive income was **zero** for both the 2022 and 2021 Successor periods, indicating no reclassification of losses on settled derivative instruments or other comprehensive income activities[62](index=62&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows from operating activities were strong in the 2022 Successor Period, but significant cash was used for investing activities, primarily the Marcellus Acquisition and capital expenditures, resulting in a net decrease in cash and cash equivalents Cash Flow Summary | Activity | Three Months Ended March 31, 2022 (Successor) ($ millions) | Period from Feb 10, 2021 through Mar 31, 2021 (Successor) ($ millions) | Period from Jan 1, 2021 through Feb 9, 2021 (Predecessor) ($ millions) | | :------------------------------------------ | :------------------------------------------------------- | :--------------------------------------------------------------------- | :--------------------------------------------------------------------- | | Net Cash Provided by (Used in) Operating Activities | 853 | 409 | (21) | | Net Cash Used in Investing Activities | (1,947) | (73) | (66) | | Net Cash Provided by (Used in) Financing Activities | 208 | (54) | (66) | | Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | (886) | 282 | (153) | - A significant cash outflow of **$2,006 million** was recorded for business combinations (net) in the three months ended March 31, 2022[63](index=63&type=chunk) - Capital expenditures for the three months ended March 31, 2022, totaled **$344 million**[63](index=63&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) The statements of stockholders' equity show a decrease in total equity from December 31, 2021, to March 31, 2022, primarily due to the net loss and common stock dividends, partially offset by common stock issuance for the Marcellus Acquisition and warrant exercises Stockholders' Equity Changes (Successor) | Metric | December 31, 2021 ($ millions) | March 31, 2022 ($ millions) | | :--------------------------------- | :----------------------------- | :-------------------------- | | Total Stockholders' Equity | 5,671 | 5,383 | - Issuance of common stock for the Marcellus Acquisition contributed **$764 million** to additional paid-in capital[67](index=67&type=chunk) - Net loss of **$764 million** and dividends on common stock of **$211 million** reduced retained earnings[67](index=67&type=chunk) - The company repurchased and retired **1 million shares** of common stock for **$83 million**[67](index=67&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) These notes provide detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies, the impact of Chapter 11 emergence and fresh start accounting, significant property transactions, debt, equity, and derivative activities [Note 1. Basis of Presentation and Summary of Significant Accounting Policies](index=13&type=section&id=Note%201.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the basis for preparing the financial statements in accordance with GAAP and SEC rules, distinguishing between 'Successor' and 'Predecessor' periods due to Chapter 11 emergence, and confirms the company operates as a single reportable segment - The company is an oil and natural gas exploration and production company operating onshore in the United States[68](index=68&type=chunk) - Financial statements distinguish between 'Successor' (post-February 9, 2021) and 'Predecessor' (on or prior to February 9, 2021) periods due to Chapter 11 emergence[68](index=68&type=chunk) - The company has concluded it has only one reportable operating segment due to the similar nature of its exploration and production business[71](index=71&type=chunk) - Restricted cash of **$9 million** as of March 31, 2022, is primarily maintained to pay certain convenience class unsecured claims following bankruptcy emergence[72](index=72&type=chunk) [Note 2. Chapter 11 Emergence](index=14&type=section&id=Note%202.%20Chapter%2011%20Emergence) This note details the company's emergence from Chapter 11 bankruptcy on February 9, 2021, and the significant transactions that occurred as part of the Plan of Reorganization, including the issuance of new common stock and warrants, and the cancellation of all pre-petition equity interests - The company emerged from Chapter 11 bankruptcy on **February 9, 2021** (the Effective Date)[79](index=79&type=chunk) - On the Effective Date, **97,907,081 shares** of New Common Stock were issued, and **37,174,210 shares** were reserved for warrant exercise[80](index=80&type=chunk) - All equity interests in the Predecessor company (common and preferred stock) were canceled without any distribution[81](index=81&type=chunk) - Holders of pre-petition debt received New Common Stock, Warrants, or Tranche A/B Loans as part of the reorganization[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [Note 3. Fresh Start Accounting](index=16&type=section&id=Note%203.%20Fresh%20Start%20Accounting) This note explains the application of fresh start accounting on February 9, 2021, due to the company's bankruptcy emergence, involving revaluation of assets and liabilities to fair values, making post-emergence financial statements non-comparable to prior periods, and leading to a significant gain on settlement of liabilities - Fresh start accounting was applied on **February 9, 2021**, because existing voting shareholders received less than **50%** of new voting shares and the reorganization value (**$6.8 billion**) was less than post-petition liabilities (**$13.2 billion**)[94](index=94&type=chunk) - The estimated enterprise value of the Successor was determined to be **$4.85 billion**[96](index=96&type=chunk) - The reorganization value of Successor assets was **$6.814 billion** as of February 9, 2021[102](index=102&type=chunk) - A net gain of **$5.569 billion** was recorded in reorganization items, net, in the 2021 Predecessor Period, primarily from a **$6.443 billion** gain on settlement of liabilities subject to compromise[133](index=133&type=chunk) [Note 4. Oil and Natural Gas Property Transactions](index=24&type=section&id=Note%204.%20Oil%20and%20Natural%20Gas%20Property%20Transactions) This note details significant oil and natural gas property transactions, including the Marcellus Acquisition for approximately $2.77 billion in March 2022, the Vine Acquisition for approximately $1.5 billion in November 2021, and the divestiture of Powder River Basin assets for $450 million in March 2022, which resulted in a $279 million gain - The Marcellus Acquisition was completed on **March 9, 2022**, for approximately **$2.77 billion**, consisting of **$2 billion** in cash and **9.4 million shares** of common stock[135](index=135&type=chunk)[137](index=137&type=chunk) - The Vine Acquisition was completed on **November 1, 2021**, for approximately **$1.5 billion**, consisting of **18.7 million shares** of common stock and **$90 million** in cash[141](index=141&type=chunk)[144](index=144&type=chunk) - The Powder River Basin assets were divested on **March 25, 2022**, for approximately **$450 million** in cash, recognizing a gain of approximately **$279 million**[152](index=152&type=chunk) - Marcellus Acquisition contributed **$59 million** in oil, natural gas, and NGL revenues and **$200 million** in net losses on derivatives for the period from March 10-31, 2022[140](index=140&type=chunk) [Note 5. Earnings Per Share](index=28&type=section&id=Note%205.%20Earnings%20Per%20Share) This note explains the calculation of basic and diluted earnings per share, with both basic and diluted EPS at $(6.32) for the three months ended March 31, 2022, as potentially dilutive securities were excluded due to the net loss Earnings (Loss) Per Common Share | Period | Basic EPS ($) | Diluted EPS ($) | | :------------------------------------------ | :------------ | :-------------- | | Three Months Ended March 31, 2022 (Successor) | (6.32) | (6.32) | | Period from Feb 10, 2021 through Mar 31, 2021 (Successor) | 3.01 | 2.75 | | Period from Jan 1, 2021 through Feb 9, 2021 (Predecessor) | 550.35 | 534.51 | - During the 2022 Successor Period, **19,621,344 issuable shares** related to warrants, **457,680 restricted stock units**, and **47,458 performance share units** were excluded from the diluted EPS calculation due to the net loss, making them antidilutive[156](index=156&type=chunk) [Note 6. Debt](index=29&type=section&id=Note%206.%20Debt) This note details the company's long-term debt, which increased from $2,278 million at December 31, 2021, to $2,774 million at March 31, 2022, primarily due to borrowings under the Exit Credit Facility to fund the Marcellus Acquisition and the assumption of Vine Senior Notes Long-Term Debt, Net | Date | Amount ($ millions) | | :--------------- | :------------------ | | March 31, 2022 | 2,774 | | December 31, 2021| 2,278 | - As of March 31, 2022, the company had **$500 million** in outstanding Tranche A Loans and **$221 million** in Tranche B Loans under the Exit Credit Facility[160](index=160&type=chunk) - The company assumed **$950 million** aggregate principal amount of **6.75% senior notes due 2029** (Vine Notes) as a result of the Vine Acquisition[170](index=170&type=chunk) - The Marcellus Acquisition was partially funded by **$914 million** of borrowings under the Exit Credit Facility[135](index=135&type=chunk) [Note 7. Contingencies and Commitments](index=31&type=section&id=Note%207.%20Contingencies%20and%20Commitments) This note outlines various contingencies, including ongoing litigation, regulatory proceedings, and environmental risks, with most pre-petition legal matters addressed by the Chapter 11 Plan, and details contractual commitments, such as $4.356 billion in future gathering, processing, and transportation agreements as of March 31, 2022 - The Chapter 11 Plan of Reorganization provided for the treatment of claims against the company's bankruptcy estates, including pre-petition liabilities[177](index=177&type=chunk) - The company is involved in various lawsuits (commercial, personal injury, royalty, property damage, contract actions), with most pre-petition cases settled or to be resolved by the Bankruptcy Court[179](index=179&type=chunk) - Aggregate undiscounted commitments under gathering, processing, and transportation agreements totaled **$4.356 billion** as of March 31, 2022[185](index=185&type=chunk) - Management believes no pending or threatened lawsuit or dispute is likely to have a material adverse effect on future consolidated financial position, results of operations, or cash flows[182](index=182&type=chunk) [Note 8. Other Current Liabilities](index=33&type=section&id=Note%208.%20Other%20Current%20Liabilities) This note provides a breakdown of other current liabilities, which increased from $1,202 million at December 31, 2021, to $1,341 million at March 31, 2022, with revenues and royalties due others constituting the largest component Other Current Liabilities | Metric | March 31, 2022 ($ millions) | December 31, 2021 ($ millions) | | :-------------------------------- | :-------------------------- | :----------------------------- | | Total Other Current Liabilities | 1,341 | 1,202 | | Revenues and Royalties Due Others | 733 | 617 | | Accrued Drilling and Production Costs | 196 | 142 | [Note 9. Revenue](index=33&type=section&id=Note%209.%20Revenue) This note disaggregates revenue by operating area and product type, showing total oil, natural gas, and NGL revenue of $1,914 million for the three months ended March 31, 2022, with natural gas as the largest contributor, and marketing revenue of $867 million Oil, Natural Gas and NGL Revenue (Three Months Ended March 31, 2022) | Product Type | Amount ($ millions) | | :----------- | :------------------ | | Oil | 516 | | Natural Gas | 1,328 | | NGL | 70 | | **Total** | **1,914** | - Marketing revenue for the three months ended March 31, 2022, was **$867 million**[191](index=191&type=chunk) - Accounts receivable, net, totaled **$1,383 million** as of March 31, 2022, primarily from oil, natural gas, and NGL sales (**$1,082 million**)[195](index=195&type=chunk) [Note 10. Income Taxes](index=35&type=section&id=Note%2010.%20Income%20Taxes) This note details the company's income tax position, reporting a $46 million income tax benefit for the 2022 Successor Period with an effective tax rate of 5.7%, maintaining a full valuation allowance against net deferred tax assets, and discussing the impact of Chapter 11 emergence on tax attributes, including a $5 billion reduction in NOL carryforwards - An income tax benefit of **$46 million** was recorded for the 2022 Successor Period, with an estimated annual effective tax rate of **5.7%**[197](index=197&type=chunk) - A full valuation allowance is recorded against net deferred tax assets for federal and state purposes due to the belief that deferred tax assets will not be realized based on current projections[199](index=199&type=chunk) - Cancellation of debt income (CODI) of **$5 billion** realized upon bankruptcy emergence reduced NOL carryforwards[203](index=203&type=chunk) - An annual limitation of **$54 million** applies to NOL carryforwards and other tax attributes due to an ownership change post-bankruptcy under Section 382 of the Code[201](index=201&type=chunk) [Note 11. Equity](index=36&type=section&id=Note%2011.%20Equity) This note details changes in equity, including the issuance of new common stock for the Vine and Marcellus Acquisitions, the initiation of a new annual dividend strategy in May 2021, and the commencement of a $1 billion share repurchase program in March 2022, under which 1 million shares were repurchased - **9,442,185 shares** of New Common Stock were issued for the Marcellus Acquisition on **March 9, 2022**, and **18,709,399 shares** for the Vine Acquisition on **November 1, 2021**[205](index=205&type=chunk) - Dividends of **$210 million** (**$1.7675 per share**) were paid in the 2022 Successor Period[206](index=206&type=chunk) - A quarterly dividend of **$2.34 per share** (**$0.50 base, $1.84 variable**) was declared on **May 4, 2022**[206](index=206&type=chunk) - The company repurchased **1 million shares** of common stock for **$83 million** in March 2022 under a **$1 billion** share repurchase program[207](index=207&type=chunk)[334](index=334&type=chunk) [Note 12. Share-Based Compensation](index=37&type=section&id=Note%2012.%20Share-Based%20Compensation) This note describes the company's post-bankruptcy share-based compensation under the 2021 Long Term Incentive Plan (LTIP), which includes restricted stock units (RSUs) and performance share units (PSUs), with approximately $57 million of unrecognized compensation expense for RSUs and $23 million for PSUs as of March 31, 2022 - The 2021 Long Term Incentive Plan (LTIP) was adopted on the Effective Date with a share reserve of **6,800,000 shares** of New Common Stock[215](index=215&type=chunk) - As of March 31, 2022, total unrecognized compensation expense for unvested restricted stock units was approximately **$57 million**, to be recognized over an average of **2.62 years**[218](index=218&type=chunk) - As of March 31, 2022, total unrecognized compensation expense for unvested performance share units was approximately **$23 million**, to be recognized over an average of **2.68 years**[222](index=222&type=chunk) [Note 13. Derivative and Hedging Activities](index=39&type=section&id=Note%2013.%20Derivative%20and%20Hedging%20Activities) This note details the company's use of derivative instruments to manage commodity price exposure, with the total estimated fair value of derivative instruments being a net liability of $(3,022) million as of March 31, 2022, a significant increase from $(1,143) million at December 31, 2021, primarily driven by natural gas derivatives Total Estimated Fair Value of Derivatives (Net Liability) | Date | Amount ($ millions) | | :--------------- | :------------------ | | March 31, 2022 | (3,022) | | December 31, 2021| (1,143) | - As of March 31, 2022, oil derivatives had a net liability of **$(523) million**, and natural gas derivatives had a net liability of **$(2,499) million**[230](index=230&type=chunk) - The company recognized total losses on oil and natural gas derivatives of **$(2,125) million** for the three months ended March 31, 2022[232](index=232&type=chunk) - Derivative instruments are classified as **Level 2 fair value measurements**, utilizing established index prices, volatility curves, and discount factors[236](index=236&type=chunk)[237](index=237&type=chunk) [Note 14. Other Operating Expense (Income), Net](index=42&type=section&id=Note%2014.%20Other%20Operating%20Expense%20(Income),%20Net) This note reports other operating expenses, which totaled $23 million for the three months ended March 31, 2022, primarily consisting of costs related to the Marcellus Acquisition - Other operating expense (income), net, was **$23 million** for the three months ended March 31, 2022[299](index=299&type=chunk) - These costs primarily included consulting fees, financial advisory fees, legal fees, and change in control expense related to the Marcellus Acquisition[238](index=238&type=chunk)[299](index=299&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, liquidity, and results of operations, highlighting strategic initiatives, recent acquisitions and divestitures, and the impact of market dynamics and global events [Introduction](index=43&type=section&id=Introduction) The introduction outlines Chesapeake Energy Corporation's core business as an independent oil and natural gas E&P company in key U.S. onshore plays, emphasizing a strategy of generating sustainable Free Cash Flow, improving margins, and achieving strong ESG performance, including a net-zero direct greenhouse gas emissions goal by 2035 - Chesapeake is an independent exploration and production company focused on oil, natural gas, and NGL production in the Marcellus, Haynesville, and Eagle Ford Shales[241](index=241&type=chunk) - The company's strategy is to generate sustainable Free Cash Flow, improve margins through operating efficiencies, and enhance ESG performance[242](index=242&type=chunk) - Key ESG goals include achieving **net-zero direct greenhouse gas emissions by 2035**, eliminating routine flaring by 2025, and reducing methane intensity to **0.09%** and GHG intensity to **5.5 by 2025**[243](index=243&type=chunk) - The company achieved interim ESG goals by exiting 2021 with a **0.07% methane intensity** and **4.5 GHG intensity**, and Haynesville assets were certified as responsibly sourced gas[244](index=244&type=chunk) [Recent Developments](index=45&type=section&id=Recent%20Developments) Recent developments include the completion of the Marcellus and Vine Acquisitions, which enhanced the company's asset base and cash flows, and the divestiture of Powder River Basin assets, while also addressing the ongoing impacts of the COVID-19 pandemic, the Russia-Ukraine conflict, and inflationary cost pressures on the business - Completed Marcellus Acquisition (**March 9, 2022**) and Vine Acquisition (**November 1, 2021**), strengthening competitive position and increasing operating cash flows[248](index=248&type=chunk) - Completed the sale of Powder River Basin assets for **$450 million** in cash on **March 25, 2022**, recognizing a gain of approximately **$279 million**[249](index=249&type=chunk) - Experienced limited operational impacts from COVID-19, with demand recovering and prices expected to be positively impacted in the near term[250](index=250&type=chunk) - The Russia-Ukraine conflict has caused and could intensify volatility in oil, natural gas, and NGL prices, potentially impacting global growth and demand[251](index=251&type=chunk) - The global market is experiencing inflationary pressures, including rising fuel costs, a tightening steel market, and labor/supply chain shortages, which could increase operating and capital costs[251](index=251&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily derived from cash flows from operations and its Exit Credit Facility, totaling $1.252 billion as of March 31, 2022, with indebtedness reduced by $9.4 billion post-Chapter 11, and plans for a dividend strategy, share repurchase program, and $1.5-$1.8 billion in 2022 capital expenditures, with 75% directed to natural gas assets - As of March 31, 2022, the company had **$1.252 billion** of liquidity available, including **$19 million** cash on hand and **$1.233 billion** unused borrowing capacity under the Exit Credit Facility[255](index=255&type=chunk) - Total indebtedness was reduced by **$9.4 billion** as a result of the Chapter 11 Cases[253](index=253&type=chunk) - Paid **$210 million** in common stock dividends in the 2022 Successor Period[256](index=256&type=chunk) - Repurchased **1 million shares** of common stock for **$83 million** in March 2022 under a share repurchase program[279](index=279&type=chunk) - Planned 2022 capital expenditures are approximately **$1.5 – $1.8 billion**, with about **75%** allocated to natural gas assets[266](index=266&type=chunk) Sources of Cash and Cash Equivalents (Three Months Ended March 31, 2022) | Source | Amount ($ millions) | | :------------------------------------------ | :------------------ | | Cash provided by operating activities | 853 | | Proceeds from Exit Credit Facility - Tranche A Loans, net | 500 | | Proceeds from divestitures of property and equipment | 403 | | **Total Sources** | **1,757** | Uses of Cash and Cash Equivalents (Three Months Ended March 31, 2022) | Use | Amount ($ millions) | | :------------------------------------------ | :------------------ | | Business combination, net | 2,006 | | Capital expenditures | 344 | | Cash paid for common stock dividends | 210 | | Cash paid to repurchase and retire common stock | 83 | | **Total Uses** | **2,643** | [Results of Operations](index=50&type=section&id=Results%20of%20Operations) The results of operations show a significant increase in oil, natural gas, and NGL sales in the 2022 Successor Period, driven by higher sales volumes from the Vine and Marcellus Acquisitions and improved commodity prices, leading to corresponding increases in production, gathering, processing, transportation, and severance and ad valorem taxes - Total oil, natural gas, and NGL sales in the 2022 Successor Period increased by **$963 million** compared to the combined 2021 Successor and Predecessor Periods, with **$569 million** from increased sales volumes (acquisitions) and **$394 million** from higher average prices[286](index=286&type=chunk) Average Daily Production (Three Months Ended March 31, 2022) | Product | MBbl per day / MMcf per day | | :---------- | :-------------------------- | | Oil | 60 MBbl per day | | Natural Gas | 3,247 MMcf per day | | NGL | 19 MBbl per day | | **Total** | **620 MBoe per day** | - Total production expenses increased by **$38 million** in the 2022 Successor Period, primarily due to the Vine Acquisition and additional workovers in the Eagle Ford[288](index=288&type=chunk) - Total gathering, processing, and transportation expenses increased by **$29 million**, mainly due to the Vine Acquisition[289](index=289&type=chunk) - Severance and ad valorem taxes increased by **$21 million**, driven by improved pricing (**$15 million**) and the Vine Acquisition (**$6 million**)[291](index=291&type=chunk) - Gross margin by operating area was **$1,499 million** for the three months ended March 31, 2022[293](index=293&type=chunk) - Total losses on oil and natural gas derivatives amounted to **$(2,125) million** for the three months ended March 31, 2022[295](index=295&type=chunk) - Total interest expense increased due to higher outstanding debt from the Vine and Marcellus Acquisitions[300](index=300&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risks, primarily commodity price risk for oil, natural gas, and NGL, and interest rate risk, utilizing derivative instruments to mitigate commodity price volatility, and noting that floating-rate debt exposes it to changes in interest rates - Primary market risks include commodity price risk (oil, natural gas, NGL) and interest rate risk[312](index=312&type=chunk) - Derivative instruments are used to mitigate exposure to commodity price declines, with fair values based on established index prices, volatility curves, and discount factors[313](index=313&type=chunk)[314](index=314&type=chunk) - As of March 31, 2022, the fair values of oil and natural gas derivatives were net liabilities of **$523 million** and **$2,499 million**, respectively[315](index=315&type=chunk) - A **10% increase** in forward oil prices would decrease oil derivative valuation by approximately **$133 million**, while a **10% increase** in forward natural gas prices would decrease natural gas derivative valuation by approximately **$575 million**[315](index=315&type=chunk) - Interest rate risk primarily relates to floating-rate borrowings under the Exit Credit Facility; a **1.0% increase** in interest rates would increase annual interest expense by approximately **$7 million**[316](index=316&type=chunk) [ITEM 4. Controls and Procedures](index=61&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective as of March 31, 2022, with no material changes in internal control over financial reporting during the period - Disclosure controls and procedures were evaluated and concluded to be **effective** as of March 31, 2022[319](index=319&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter[320](index=320&type=chunk) [PART II. OTHER INFORMATION](index=62&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information on legal proceedings, risk factors, equity sales, and other disclosures [ITEM 1. Legal Proceedings](index=62&type=section&id=ITEM%201.%20Legal%20Proceedings) This section discusses legal and regulatory proceedings, noting that Chapter 11 proceedings stayed many actions and the Plan of Reorganization addressed pre-petition liabilities, with the company involved in various lawsuits incidental to business operations, but management believes no pending matters will have a material adverse effect on its future financial position - Chapter 11 proceedings automatically stayed actions against the company, and the Plan of Reorganization addressed pre-petition liabilities[323](index=323&type=chunk) - The company is involved in various lawsuits, including commercial disputes, personal injury claims, royalty claims, property damage claims, and contract actions[325](index=325&type=chunk) - The company was dismissed from numerous lawsuits in Oklahoma alleging earthquake causation[327](index=327&type=chunk) - Management assesses that no pending or threatened lawsuit is likely to have a material adverse effect on the company's future consolidated financial position, results of operations, or cash flows[328](index=328&type=chunk) [ITEM 1A. Risk Factors](index=63&type=section&id=ITEM%201A.%20Risk%20Factors) This section refers to the comprehensive risk factors detailed in the 2021 Form 10-K and introduces an additional risk factor concerning the conflict in Ukraine, which is expected to intensify volatility in oil, natural gas, and NGL prices, potentially having a substantial negative impact on the global economy and the company's business - Business risks are primarily described in Item 1A of the company's **2021 Form 10-K**[330](index=330&type=chunk) - A new risk factor highlights that the conflict in Ukraine and related price volatility and geopolitical instability could negatively impact the business[331](index=331&type=chunk)[332](index=332&type=chunk) - The Ukraine conflict could intensify volatility in oil, natural gas, and NGL prices and potentially have a substantial negative impact on the global economy and the company's business[332](index=332&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on the company's share repurchase program, where the Board authorized up to $1.0 billion in repurchases on December 2, 2021, and in March 2022, the company repurchased 1 million shares for an average price of $82.98 per share, leaving $917 million remaining under the authorization - The Board of Directors authorized a share repurchase program of up to **$1.0 billion** in aggregate value of common stock and/or warrants on **December 2, 2021**[333](index=333&type=chunk) - In March 2022, **1,000,000 shares** of common stock were repurchased at an average price of **$82.98 per share**[334](index=334&type=chunk) - As of March 31, 2022, **$917 million** remained available for repurchases under the program[334](index=334&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=63&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reported period - No defaults upon senior securities were reported[335](index=335&type=chunk) [ITEM 4. Mine Safety Disclosures](index=63&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This section indicates that information concerning mine safety violations and other regulatory matters is provided in Exhibit 95.1 - Mine safety disclosures are included in **Exhibit 95.1** to this Form 10-Q[336](index=336&type=chunk) [ITEM 5. Other Information](index=63&type=section&id=ITEM%205.%20Other%20Information) This section states that there is no other information applicable for this item - This item is not applicable[337](index=337&type=chunk) [ITEM 6. Exhibits](index=64&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed, furnished, or incorporated by reference, including various legal and corporate documents such as merger agreements, certificates of incorporation, bylaws, registration rights agreements, and Sarbanes-Oxley certifications - The exhibits include key documents such as the Fifth Amended Joint Plan of Reorganization, merger agreements for the Vine and Marcellus Acquisitions, the Second Amended and Restated Certificate of Incorporation and Bylaws, Registration Rights Agreements, and Section 302 and 906 certifications[341](index=341&type=chunk)

Financial Data and Key Metrics Changes - Chesapeake Energy generated over $1.2 billion in adjusted free cash flow on a $735 million capital expenditure program for the full year 2021, indicating strong financial performance [12] - The company anticipates cash generation of $1.9 billion to $2.1 billion in 2022, representing a 60% year-over-year increase [15] - Projected total cash dividends for 2022 are between $900 million and $1.1 billion, with a combined yield for dividends and repurchases expected to reach about 18% [16] Business Line Data and Key Metrics Changes - The company closed on the Vine acquisition and is on target to close the Chief acquisition and the Powder River Basin sale later in the quarter, which will enhance operational excellence [14] - Chesapeake plans to drill approximately 60 wells in the Eagle Ford, with 50 targeting the Lower Eagle Ford and 10 focusing on the Austin Chalk [47] Market Data and Key Metrics Changes - The company is actively engaging in discussions to export LNG, aiming to link pricing to international markets [20] - There was a widening of the basis in the Haynesville region in December, attributed to pipeline maintenance, but it has since normalized [21] Company Strategy and Development Direction - Chesapeake has clarified its strategy to focus on high-return drilling locations while maintaining a strong balance sheet and a disciplined capital allocation program [9] - The company emphasizes its commitment to delivering reliable, affordable, and lower carbon energy solutions, aligning with ESG programs [10] Management's Comments on Operating Environment and Future Outlook - Management highlighted the importance of the energy sector in global energy security, especially in light of recent geopolitical events [11] - The company is focused on demonstrating sustainable cash flow generation capabilities and returning cash to shareholders [14] Other Important Information - Chesapeake has established a $1 billion common stock repurchase program, expected to be executed by year-end 2023 [13] - The company has a firm boundary condition of maintaining a net debt-to-EBITDAX ratio below 1 turn [63] Q&A Session Summary Question: Flexibility on buyback program versus additional dividends - Management indicated that if more cash is available than anticipated, they would consider increasing the buyback while maintaining the framework of 50% of cash flow going to the variable dividend [18] Question: Widening differentials in Louisiana and LNG export opportunities - Management confirmed active discussions with counterparties to export LNG and mentioned that the basis in Haynesville has normalized after initial widening due to pipeline maintenance [20][21] Question: Timing and allocation for share buybacks - Management stated that they are eager to start the buyback program as soon as they can navigate the necessary rules and regulations [24][25] Question: Outlook for basis in Appalachia - Management is actively monitoring the basis and believes that the quality of their assets allows for attractive economics despite market constraints [27] Question: Inventory depth post-Chief acquisition - Management confirmed that their inventory depth is attractive, with a sustainable model for cash flow generation over a long period [31][32] Question: Hedging strategy and service cost inflation - Management emphasized the importance of hedging to underpin the capital program and noted a general inflation of about 12% across costs, particularly in pressure pumping and sand logistics [40][42] Question: Focus on Eagle Ford and potential M&A opportunities - Management indicated that while they are currently focused on integrating recent acquisitions, they remain open to future M&A opportunities that meet their non-negotiables [52][61]

| --- | --- | --- | --- | |-------|-------|-------|-------| | | | | | | | | | | E A G L E F O R D M A R C E L L U S Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, management's outlook guidance or forecasts of fut ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 CHESAPEAKE ENERGY CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organizati ...

Chesapeake Energy Corporation (NASDAQ:CHK) Q3 2021 Earnings Conference Call November 3, 2021 9:00 AM ET Company Participants Brad Sylvester - Vice President, Investor Relations Mike Wichterich - Chief Executive Officer Nick Dell'Osso - Chief Financial Officer Sheldon Burleson - Vice President, Southern Region Tim Beard - Vice President, Northern Region Conference Call Participants Scott Hanold - RBC Capital Markets Josh Silverstein - Wolfe Research Charles Meade - Johnson Rice Doug Leggate - Bank of Americ ...