Chesapeake Energy 2015 Annual Report Download

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2015 ANNUAL REPORT
CHESAPEAKE ENERGY CORPORATION
FOCUSED
DISCIPLINED
DRIVEN

Table of contents

  • Page 1
    FOCUSED DISCIPLINED DRIVEN 2015 ANNUAL REPORT C H E S A P E A K E E N E R G Y C O R P O R AT I O N

  • Page 2
    ... - building a company based on value and competitive performance, despite the challenging commodity price environment. W hile 2015 presented extremely difficult challenges for the entire energy industry, Chesapeake's portfolio of diverse, high-quality unconventional assets and talented employees...

  • Page 3
    ... 1-13726 Chesapeake Energy Corporation (Exact name of registrant as specified in its charter) Oklahoma (State or other jurisdiction of incorporation or organization) 6100 North Western Avenue Oklahoma City, Oklahoma (Address of principal executive offices) 73-1395733 (I.R.S. Employer Identification...

  • Page 4
    ...Disagreements With Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder...

  • Page 5
    ...the Marcellus Shale in the northern Appalachian Basin in Pennsylvania; and the Barnett Shale in the Fort Worth Basin of north-central Texas. We also own oil and natural gas marketing and natural gas gathering and compression businesses. The Company's estimated proved reserves as of December 31, 2015...

  • Page 6
    ...the Barnett Shale in the Fort Worth Basin in north-central Texas. Northern Division. Includes the Utica Shale in Ohio and Pennsylvania, the Marcellus Shale in the northern Appalachian Basin in Pennsylvania and the Niobrara Shale in the Powder River Basin in Wyoming. Well Data As of December 31, 2015...

  • Page 7
    ... 96 4 100 The following table shows the wells we drilled or participated in by operating division: 2015 Gross Net Wells Wells Southern ...Northern ...Total ...537 277 814 258 170 428 2014 Gross Net Wells Wells 1,448 492 1,940 473 209 682 2013 Gross Net Wells Wells 1,352 588 1,940 698 287 985 At...

  • Page 8
    ... forth information regarding our production volumes, oil, natural gas and NGL sales, average sales prices received and production and gathering, processing and transportation expenses for the periods indicated: Years Ended December 31, 2015 2014 2013 Net Production: Oil (mmbbl) ...Natural gas (bcf...

  • Page 9
    ...December 31, 2015). Management uses future net revenue, which is calculated without deducting estimated future income tax expenses, and the present value thereof as a measure of the value of the Company's current proved reserves and to compare relative values among peer companies. We also understand...

  • Page 10
    ...to our proved reserves does not reflect actual market prices for oil and natural gas production sold subsequent to December 31, 2015. The Company's estimated proved reserves and the standardized measure of discounted future net cash flows of the proved reserves as of December 31, 2015, 2014 and 2013...

  • Page 11
    ...the Executive Vice Presidents of our operating divisions review all significant reserves changes and all new proved undeveloped reserves additions. The Corporate Reserves Department reports independently of our operating divisions. The five year PUD development plan is reviewed and approved annually...

  • Page 12
    ...-party engineering firms as of December 31, 2015 is presented below. % Prepared (by Volume) 36% 23% % Prepared (by Value) 58% 19% Operating Division Southern Northern Ryder Scott Company, L.P...PetroTechnical Services, Division of Schlumberger Technology Corporation ... Copies of the reports issued...

  • Page 13
    ... Includes capitalized internal costs of $196 million and related capitalized interest of $410 million. Acreage The following table sets forth our gross and net developed and undeveloped oil and natural gas leasehold and fee mineral acreage as of December 31, 2015. "Gross" acres are the total number...

  • Page 14
    ... received. In addition, we periodically enter into a variety of oil, natural gas and NGL purchase and sale contracts with third parties for various commercial purposes, including credit risk mitigation and to help meet certain of our pipeline delivery commitments. Oil production is generally sold...

  • Page 15
    ... Business On June 30, 2014, we completed the spin-off of our oilfield services business, which we previously conducted through our indirect, wholly owned subsidiary Chesapeake Oilfield Operating, L.L.C. (COO), into an independent, publicly traded company called Seventy Seven Energy Inc. (SSE). See...

  • Page 16
    ... hydraulic fracturing could spur further action toward federal and/or state legislation and regulation of hydraulic fracturing activities. For example, on February 16, 2016, the Oklahoma Corporation Commission (OCC) implemented a volume reduction plan for oil and natural gas disposal wells injecting...

  • Page 17
    ... initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays. Midstream Operations Historically, Chesapeake invested, directly and through an affiliate, in gathering systems and processing facilities to complement our natural gas...

  • Page 18
    ...restore sites where hazardous substances, hydrocarbons or wastes have been disposed or otherwise released. Moreover, local restrictions, such as state or local moratoria, city ordinances, zoning laws and traffic regulations, may restrict or prohibit the execution of our drilling and production plans...

  • Page 19
    ..., completions and workovers of oil wells using hydraulic fracturing, and blowdowns of natural gas transmission pipelines. In January 2016, the EPA proposed two more revisions to the greenhouse gas reporting rule. One proposal addresses leaks from oil and gas equipment and the other proposal is...

  • Page 20
    ...for restricting greenhouse gas emissions or otherwise addressing climate change, such as the President's Climate Action Plan which calls for reducing methane emissions, could require us to incur additional operating costs and could adversely affect demand for the oil and natural gas that we sell. As...

  • Page 21
    ...and Director Robert D. ("Doug") Lawler, 49, has served as President and Chief Executive Officer since June 2013. Prior to joining Chesapeake, Mr. Lawler served in multiple engineering and leadership positions at Anadarko Petroleum Corporation. His positions at Anadarko included Senior Vice President...

  • Page 22
    ... as Executive Vice President - General Counsel and Corporate Secretary since January 2014. Previously, he served as Senior Vice President - Legal and General Counsel since October 2012 and as Corporate Secretary since August 2013. Mr. Webb first joined Chesapeake in May 2012 on a contract basis as...

  • Page 23
    ...and development activities for a company using the full cost method of accounting. Additionally, any internal costs that can be directly identified with acquisition, exploration and development activities are included. Any costs related to production, general corporate overhead or similar activities...

  • Page 24
    ... related expenses such as general and administrative expenses, debt service and future income tax expense or to depreciation, depletion and amortization, discounted using an annual discount rate of 10%. Price Differential. The difference in the price of oil, natural gas or NGL received at the sales...

  • Page 25
    ... payment represents a limitedterm overriding royalty interest in oil and natural gas reserves that: (i) entitles the purchaser to receive scheduled production volumes over a period of time from specific lease interests; (ii) is free and clear of all associated future production costs and capital...

  • Page 26
    ...revenues, operating results, profitability, liquidity and ability to grow depend primarily upon the prices we receive for the oil, natural gas and NGL we sell. We require substantial expenditures to replace reserves, sustain production and fund our business plans. Low oil, natural gas and NGL prices...

  • Page 27
    ..., including borrowings under our credit facility, bear interest at floating rates; place restrictions on our ability to obtain additional financing, make investments, lease equipment, sell assets and engage in business combinations; place us at a competitive disadvantage relative to competitors with...

  • Page 28
    ... service our debt. Many of these factors, such as oil and natural gas prices, economic and financial conditions in our industry and the global economy, the impact of legislative or regulatory actions on how we conduct our business or competitive initiatives of our competitors, are beyond our control...

  • Page 29
    ... our ability to obtain future financings, make needed capital expenditures, withstand a continued downturn in our business or a downturn in the economy in general or otherwise conduct necessary corporate activities. Further declines in oil, NGL and natural gas prices, or a prolonged period of 25

  • Page 30
    ...of our oil and natural gas properties if commodity prices remain low. Under the full cost method of accounting for costs related to our oil and natural gas properties, we are required to write down the carrying value of our oil and natural gas assets if capitalized costs exceed the quarterly ceiling...

  • Page 31
    ... of our proved reserves and the estimated future net revenues from our proved reserves included in this report are based upon various assumptions, including assumptions required by the SEC relating to oil, natural gas and NGL prices, drilling and operating expenses, capital expenditures, taxes...

  • Page 32
    ...our right to develop the related properties. Although we seek to actively manage our undeveloped properties, our drilling plans for these areas are subject to change based upon various factors, including drilling results, oil and natural gas prices, the availability and cost of capital, drilling and...

  • Page 33
    ... resulted in underpayment of royalties in connection with the production and sales of natural gas and NGL. Numerous cases, primarily in Texas, Pennsylvania and Ohio, are pending. The resolution of disputes regarding past payments could cause our future obligations to royalty owners to increase and...

  • Page 34
    ... third-party pipeline; disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized access or attack; and leaks of oil or natural gas as a result of the malfunction of equipment or facilities. A material event such as...

  • Page 35
    ... groups have also suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process. For example, on February 16, 2016, the Oklahoma Corporation Commission (OCC) implemented a volume reduction plan for oil and natural gas...

  • Page 36
    ... Certain companies that use derivatives to hedge commercial risk, referred to as endusers, are permitted to continue to use OTC derivatives under newly adopted regulations. We maintain an active price and basis risk management program related to the oil and natural gas we produce for our own account...

  • Page 37
    ... delays in building intrastate gathering systems necessary to transport our natural gas to interstate pipelines. Until this new capacity is available, we may experience delays in producing and selling our oil, natural gas and NGL. In such event, we might have to shut in our wells awaiting a pipeline...

  • Page 38
    ... in connection with the spin-off. In June 2014 we completed the spin-off of our oilfield services business into Seventy Seven Energy Inc. ("SSE"), an independent, publicly traded company. The substantial decline in oil and natural gas prices since the completion of the spin-off has significantly and...

  • Page 39
    ... of federal and state antitrust laws relating to our purchase and lease of oil and natural gas rights in various states. The Company also has received DOJ, U.S. Postal Service and state subpoenas seeking information on the Company's royalty payment practices. Chesapeake has engaged in discussions...

  • Page 40
    ... County. These lawsuits, which primarily relate to the Barnett Shale, generally allege that Chesapeake underpaid royalties by making improper deductions and using incorrect production volumes. In addition to allegations of breach of contract, a number of these lawsuits allege fraud, conspiracy...

  • Page 41
    ... on our common stock. In January 2016, we announced that we were suspending payment of dividends on each series of our outstanding convertible preferred stock. Suspension of the dividends did not constitute an event of default under our revolving credit facility or outstanding bond indentures. Our...

  • Page 42
    ... stock to pay withholding taxes in connection with the vesting of employee restricted stock. Also includes shares of common stock purchased on behalf of Chesapeake's deferred compensation plan related to participant deferrals and Company matching contributions. In December 2014, the Company's Board...

  • Page 43
    ...December 31, 2015 2014 2013 2012 2011 ($ in millions, except per share data) STATEMENT OF OPERATIONS DATA: Total revenues ...Net income (loss) available to common stockholders(a) .. EARNINGS (LOSS) PER COMMON SHARE: Basic ...Diluted ...CASH DIVIDEND DECLARED PER COMMON SHARE...BALANCE SHEET DATA (AT...

  • Page 44
    ... Financial Data The following table sets forth certain information regarding our production volumes, oil, natural gas and NGL sales, average sales prices received, and other operating income and expenses for the periods indicated: Years Ended December 31, 2015 2014 2013 Net Production: Oil...

  • Page 45
    ...This ratio reflects an energy content equivalency and not a price or revenue equivalency. Beginning in the 2015 fourth quarter, we have reclassified our presentation of third party oil, natural gas and NGL gathering, processing and transportation costs to report the costs as a component of operating...

  • Page 46
    ... commitments as well as to facilitate asset sales and the spin-off of our oilfield services business. In 2014, we also invested approximately $450 million in our Powder River Basin Property exchange. See Note 12 of the notes to our consolidated financial statements included in Item 8 of this report...

  • Page 47
    ... December 15, 2014, and maturing December 2019, which is used for general corporate purposes. Pursuant to the amended credit agreement, we are required to secure our obligations under the facility with liens on certain of our oil and natural gas properties, with such liens to be released upon the...

  • Page 48
    ... of the CHK C-T preferred stock and related agreements with the CHK C-T investors, we eliminated the noncontrolling interest and overriding royalty interest (ORRI) obligation on our consolidated balance sheet, $75 million in annual preferred dividend payments and all future drilling and ORRI...

  • Page 49
    ...to grow, make capital expenditures and service our debt depends primarily upon the prices we receive for the oil, natural gas and NGL we sell. Substantial expenditures are required to replace reserves, sustain production and fund our business plans. Historically, oil and natural gas prices have been...

  • Page 50
    ... additional capital exchanges, asset sales, joint ventures and farmouts to increase our liquidity and cash flow. Finally, we recently restructured certain of our gathering agreements to improve our per-unitgathering rates beginning in 2016, enhance volume growth and satisfy minimum volume commitment...

  • Page 51
    ... in 2013. The decrease in cash provided by operating activities from 2015 to 2014 is primarily the result of lower realized prices for the oil, natural gas and NGL we sold, partially offset by realized gains on our derivative instruments and decreases in certain of our operating expenses. Changes in...

  • Page 52
    ... deferred charges and debt balances related to the spin-off were removed from our consolidated balance sheet as of June 30, 2014. See Note 13 of the notes to our consolidated financial statements included in Item 8 of this report for further discussion of the spin-off. We currently plan to use cash...

  • Page 53
    ...our corporate headquarters and field offices. In 2014 and 2013, we purchased rigs and compressors previously sold under long-term lease arrangements for approximately $499 million and $240 million, respectively, as part of a strategic initiative to reduce complexity and future commitments as well as...

  • Page 54
    ...of $118 million, $234 million and $233 million in 2015, 2014 and 2013, respectively. We eliminated common stock dividends effective in the 2015 third quarter and suspended preferred stock dividends effective in the 2016 first quarter. Revolving Credit Facility We have a $4.0 billion senior revolving...

  • Page 55
    ..., at the holder's option, prior to maturity under certain circumstances into cash and, if applicable, shares of our common stock using a net share settlement process. See Note 11 of the notes to our consolidated financial statements included in Item 8 of this report for discussion related to these...

  • Page 56
    ...balance sheet commitments. As of December 31, 2015, these arrangements and transactions included (i) operating lease agreements, (ii) volumetric production payments (VPPs) (to purchase production and pay related production expenses and taxes in the future), (iii) open purchase commitments, (iv) open...

  • Page 57
    ...Board of Directors reviews the Company's derivative program at its quarterly board meetings. We believe we have sufficient internal controls to prevent unauthorized trading. As of December 31, 2015, our oil and natural gas derivative instruments consisted of swaps, options and basis protection swaps...

  • Page 58
    ... gas derivative instruments. December 31, 2015 2014 ($ in millions) Derivative assets (liabilities): Oil fixed-price swaps ...Oil three-way collars ...Oil call options ...Natural gas fixed-price swaps ...Natural gas three-way collars ...Natural gas call options ...Natural gas basis protection swaps...

  • Page 59
    ...land, drilling rigs, gathering systems and other assets and $248 million related to restructuring and other termination costs incurred in connection with a workforce reduction, executive officer separations and other employee terminations. The charges reflect actions taken as a result of the company...

  • Page 60
    ... Utica Shale play. Our Southern Division includes the Eagle Ford and Anadarko Basin liquids plays and the Haynesville/Bossier and Barnett natural gas shale plays. The Eagle Ford Shale accounted for approximately 24% of our estimated proved reserves by volume as of December 31, 2015. Eagle Ford Shale...

  • Page 61
    ... by cost increases on certain sales contracts with third parties entered into to help meet certain of our oil pipeline and other commitments and by lower compression margin as a result of the sale of a significant portion of our compression assets in 2014 and 2015. Oilfield Services Revenues and...

  • Page 62
    ... 8 of this report for further discussion of our share-based compensation. Chesapeake follows the full cost method of accounting under which all costs associated with oil and natural gas property acquisition, drilling and completion activities are capitalized. We capitalize internal costs that can be...

  • Page 63
    ...in 2015, 2014 and 2013, respectively, related to restructuring and other termination costs. In 2015, we reduced our workforce by approximately 15% as part of an overall plan to reduce costs and better align our workforce with the needs of our business and current oil and natural gas commodity prices...

  • Page 64
    ...In 2014, to the extent company-owned oilfield services equipment was used to drill and complete our wells, a substantial portion of the depreciation (i.e., the portion related to our utilization of the equipment) was capitalized in oil and natural gas properties as drilling and completion costs. The...

  • Page 65
    ... commodity prices remain low. The 2014 amount consisted of a $22 million charge for our Barnett Shale joint venture net acreage shortfall with Total and $64 million of impairments related to a gathering system, drilling rigs, natural gas compressors and buildings and land. The 2013 amount relates to...

  • Page 66
    ... gain related to the sale. In addition, we sold an equity investment in a natural gas trading and management firm for cash proceeds of $30 million and recorded a loss of $6 million associated with the transaction. In 2013, we sold all of our shares of Clean Energy Fuels Corp. (Clean Energy) for...

  • Page 67
    ... Trust and dividends paid on preferred stock of our CHK C-T subsidiary. The 2014 and 2013 amounts included income related to the Chesapeake Granite Wash Trust as well as dividends paid on preferred stock of our CHK C-T and CHK Utica subsidiaries. The decreases from 2014 to 2015 and from 2013 to 2014...

  • Page 68
    .... Costs of drilling exploratory wells that do not result in proved reserves are charged to expense. Depreciation, depletion, amortization and impairment of oil and natural gas properties are generally calculated on a well by well or lease or field basis versus the aggregated "full cost" pool basis...

  • Page 69
    Derivatives. Chesapeake uses commodity price and financial risk management instruments to mitigate a portion of our exposure to price fluctuations in oil and natural gas prices, changes in interest rates and foreign exchange rates. Gains and losses on derivative contracts are reported as a component...

  • Page 70
    ... events. They include expected oil, natural gas and NGL production and future expenses, estimated operating costs, assumptions regarding future oil, natural gas and NGL prices, planned drilling activity, estimates of future drilling and completion and other capital expenditures (including the use...

  • Page 71
    ... regulation limiting our ability to hedge against commodity price fluctuations; impacts of potential legislative and regulatory actions addressing climate change; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions...

  • Page 72
    ... and 2013, we bought oil and natural gas calls to, in effect, lock in sold call positions. Due to lower oil, natural gas and NGL prices, we were able to achieve this at a low cost to us. In some cases, we deferred the payment of the premium on these trades to the related month of production. Some...

  • Page 73
    ... receives a fixed price and pays a floating market price to the counterparty for the hedged commodity. In exchange for higher fixed prices on certain of our swap trades, we granted options that allow the counterparty to double the notional amount. Options: Chesapeake sells, and occasionally buys...

  • Page 74
    ... The change in oil and natural gas prices during 2015 increased the asset related to our derivative instruments by $661 million. This unrealized gain is recorded in oil, natural gas and NGL sales. We settled contracts in 2015 that were in an asset position for $1.117 billion. We terminated contracts...

  • Page 75
    ... our exposure to changes in the fair value of our senior notes and floating-to-fixed interest rate swaps (we receive a floating market rate and pay a fixed interest rate) to manage our interest rate exposure related to our revolving credit facility borrowings. As of December 31, 2015, there were no...

  • Page 76
    ... INDEX TO FINANCIAL STATEMENTS CHESAPEAKE ENERGY CORPORATION Management's Report on Internal Control Over Financial Reporting ...Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets as of December 31, 2015 and 2014 ...Consolidated...

  • Page 77
    ... the Company's internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein. /s/ ROBERT D. LAWLER Robert D. Lawler President and Chief Executive Officer...

  • Page 78
    ..., the financial position of Chesapeake Energy Corporation and its subsidiaries (the "Company") at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally...

  • Page 79
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2015 ($ in millions) CURRENT ASSETS: Cash and cash equivalents ($1 and $1 attributable to our VIE) ...Restricted cash ...Accounts receivable, net ...Short-term derivative assets ($0 and $16 attributable to our ...

  • Page 80
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (Continued) December 31, 2015 CURRENT LIABILITIES: Accounts payable ...Current maturities of long-term debt, net ...Accrued interest ...Short-term derivative liabilities ...Other current liabilities ($8 and $15 ...

  • Page 81
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2015 2014 2013 ($ in millions except per share data) REVENUES: Oil, natural gas and NGL ...Marketing, gathering and compression ...Oilfield services ...Total Revenues ...OPERATING EXPENSES:...

  • Page 82
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) NET INCOME (LOSS) ...OTHER COMPREHENSIVE INCOME (LOSS), NET OF INCOME TAX: Unrealized gains (losses) on derivative instruments, net of income tax expense (benefit) of $12, $0, and $1 ......

  • Page 83
    ... and amortization ...Deferred income tax expense (benefit) ...Derivative gains, net ...Cash receipts (payments) on derivative settlements, net ...Stock-based compensation ...Impairment of oil and natural gas properties ...Net (gains) losses on sales of fixed assets ...Impairments of fixed assets and...

  • Page 84
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) Years Ended December 31, 2015 2014 2013 ($ in millions) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from credit facilities borrowings ...Payments on credit facilities borrowings ...Proceeds from ...

  • Page 85
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Years Ended December 31, 2015 2014 2013 ($ in millions) PREFERRED STOCK: Balance, beginning and end of period ...COMMON STOCK: Balance, beginning and end of period ...PAID-IN CAPITAL: Balance, beginning ...

  • Page 86
    ... TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Summary of Significant Accounting Policies Description of Company Chesapeake Energy Corporation ("Chesapeake" or the "Company") is an oil and natural gas exploration and production company engaged in the acquisition, exploration and...

  • Page 87
    ...of assets that we determine do not fit our strategic priorities. Management continues to review operational plans for 2016 and beyond, which could result in changes to projected capital expenditures and revenues from sales of oil, natural gas and NGL. We closely monitor the amounts and timing of our...

  • Page 88
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) We have taken a number of actions to improve our liquidity. We eliminated quarterly cash dividends on our common stock effective in the 2015 third quarter and suspended payment of dividends on our...

  • Page 89
    ...independent engineering firms. In addition, our internal engineers review and update our reserves on a quarterly basis. Proceeds from the sale of oil and natural gas properties are accounted for as reductions of capitalized costs unless these sales involve a significant change in proved reserves and...

  • Page 90
    ... equipment held for sale as of December 31, 2015 and 2014. Other property and equipment costs, excluding land, are depreciated on a straight-line basis. Realization of the carrying value of other property and equipment is reviewed for possible impairment whenever events or changes in circumstances...

  • Page 91
    ...and sale contracts with third parties for various commercial purposes, including credit risk mitigation and to help meet certain of our pipeline delivery commitments. In circumstances where we act as a principal rather than an agent, Chesapeake's results of operations related to its oil, natural gas...

  • Page 92
    ... the spin-off of our oilfield services business in June 2014, we reported oilfield services revenue. Our former oilfield services operating segment was responsible for contract drilling, hydraulic fracturing, rentals, trucking and other oilfield services operations for both Chesapeake-operated wells...

  • Page 93
    ...Chesapeake's share-based compensation program consists of restricted stock, stock options and performance share units granted to employees and restricted stock granted to non-employee directors under our Long Term Incentive Plan. We recognize in our financial statements the cost of employee services...

  • Page 94
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Reclassifications Certain reclassifications have been made to our consolidated financial statements for 2014 and 2013 to conform to the presentation used for the 2015 consolidated financial ...

  • Page 95
    ... restricted stock issued to our employees and non-employee directors that provide dividend rights. Diluted EPS is calculated assuming the issuance of common shares for all potentially dilutive securities, provided the effect is not antidilutive. For the years ended December 31, 2015, 2014 and 2013...

  • Page 96
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) For the year ended December 31, 2014, all outstanding equity securities convertible into common stock were included in the calculation of diluted EPS. A reconciliation of basic EPS and diluted EPS...

  • Page 97
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 3. Debt Our long-term debt consisted of the following as of December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Principal Carrying Principal Carrying Amount Amount Amount Amount ($ in ...

  • Page 98
    ... holder's option, during specified five-day periods if the trading price of the notes is below certain levels determined by reference to the trading price of our common stock. The notes were not convertible under this provision during the years ended December 31, 2015, 2014 or 2013. In general, upon...

  • Page 99
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Chesapeake Senior Secured Second Lien Notes In December 2015, we completed private offers to exchange newly issued 8.00% Senior Secured Second Lien Notes due 2022 (Second Lien Notes) for certain ...

  • Page 100
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) During 2015, as required by the terms of the indenture for our 2.75% Contingent Convertible Senior Notes due 2035 (the 2035 Notes), the holders were provided the option to require us to purchase ...

  • Page 101
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Revolving Credit Facility In September and December 2015, we amended our $4.0 billion senior revolving credit facility dated December 15, 2014 and maturing December 2019, which is used for general...

  • Page 102
    ... of federal and state antitrust laws relating to our purchase and lease of oil and natural gas rights in various states. The Company also has received DOJ, U.S. Postal Service and state subpoenas seeking information on the Company's royalty payment practices. Chesapeake has engaged in discussions...

  • Page 103
    ... County. These lawsuits, which primarily relate to the Barnett Shale, generally allege that Chesapeake underpaid royalties by making improper deductions and using incorrect production volumes. In addition to allegations of breach of contract, a number of these lawsuits allege fraud, conspiracy...

  • Page 104
    ... in 2015 and 2014 compared to 2013 primarily due to the repurchase of all rigs and compressors previously sold under long-term sale-leaseback arrangements. Gathering, Processing and Transportation Agreements We have contractual commitments with midstream service companies and pipeline carriers...

  • Page 105
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The aggregate undiscounted commitments under our gathering, processing and transportation agreements, excluding any reimbursement from working interest and royalty interest owners, credits for ...

  • Page 106
    ...the aggregate undiscounted minimum future payments under this agreement are detailed below. December 31, 2015 ($ in millions) $ 122 64 $ 186 2016 ...2017 ...Total ...Drilling Commitments We have committed to drill wells for the benefit of Chesapeake Granite Wash Trust. See Noncontrolling Interests...

  • Page 107
    ...others ...Accrued drilling and production costs ...Joint interest prepayments received ...Accrued compensation and benefits ...Other accrued taxes ...Accrued dividends ...Bank of New York Mellon legal accrual ...Oklahoma royalty settlement ...Minimum gathering volume commitment (a) ...Other ...Total...

  • Page 108
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 6. Income Taxes The components of the income tax provision (benefit) for each of the periods presented below are as follows: Years Ended December 31, 2015 2014 2013 ($ in millions) Current Federal...

  • Page 109
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Deferred income taxes are provided to reflect temporary differences in the basis of net assets for income tax and financial reporting purposes. The tax-effected temporary differences and tax loss ...

  • Page 110
    ... evidence such as future expected growth. Deferred tax assets relating to tax benefits of employee share-based compensation have been reduced for stock options exercised and restricted stock that vested in periods in which Chesapeake was in a net operating loss (NOL) position. Some exercises...

  • Page 111
    ...In 2013, Chesapeake sold produced gas to our 30%-owned investee, Twin Eagle Resource Management LLC (Twin Eagle). We sold our investment in Twin Eagle in 2014. Hydraulic fracturing and other services are provided to us by FTS International, Inc. in the ordinary course of business. As well operators...

  • Page 112
    ... common stock. In January 2016, we announced that we were suspending payment of dividends on each series of our outstanding convertible preferred stock. Suspension of the dividends did not constitute an event of default under our revolving credit facility or bond indentures. We may pay dividends on...

  • Page 113
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Accumulated Other Comprehensive Income (Loss) For the years ended December 31, 2015 and 2014, changes in accumulated other comprehensive income (loss) by component, net of tax, are detailed below....

  • Page 114
    ... preferred stock and related agreements with the CHK C-T investors, we eliminated quarterly preferred dividend payments and all related future drilling and ORRI commitments attributable to CHK C-T. The sale of the oil and natural gas properties was accounted for as a reduction of capitalized costs...

  • Page 115
    ... Granite Wash Trust. In November 2011, Chesapeake Granite Wash Trust (the Trust) sold 23,000,000 common units representing beneficial interests in the Trust at a price of $19.00 per common unit in its initial public offering. The common units are listed on the New York Stock Exchange and trade...

  • Page 116
    ... connection with the spin-off of our oilfield services business on June 30, 2014, and pursuant to the terms of our share-based compensation plans and the employee matters agreement between Chesapeake and Seventy Seven Energy Inc., unexercised stock options and unvested restricted stock were modified...

  • Page 117
    ... awards as equity compensation. We refer to both types of awards as restricted stock. Restricted stock vests over a minimum of three years and the holder receives dividends, if paid, on unvested shares. A summary of the changes in unvested restricted stock during 2015, 2014 and 2013 is presented...

  • Page 118
    ..., respectively. During 2014, we recognized an excess tax benefit related to restricted stock of $12 million. Each adjustment was recorded to additional paid-in capital and deferred income taxes. Stock Options. In 2015, 2014 and 2013, we granted members of senior management stock options that vest...

  • Page 119
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following table provides information related to stock option activity for 2015, 2014 and 2013: Number of Shares Underlying Options (in thousands) Weighted Average Exercise Price Per Share 19...

  • Page 120
    ... compensation costs related to restricted stock and stock options for the years ended December 31, 2015, 2014 and 2013: Years Ended December 31, 2015 2014 2013 ($ in millions) $ 43 $ 46 $ 60 23 29 52 18 18 21 5 6 7 - 5 10 $ 89 $ 104 $ 150 General and administrative expenses ...Oil and natural gas...

  • Page 121
    ... ...Effect of the Spin-off on Share-Based Compensation The employee matters agreement entered into in connection with the June 2014 spin-off of our oilfield services business (see Note 13) addresses the treatment of holders of Chesapeake stock options, restricted stock and PSUs. Unvested equity...

  • Page 122
    ...awarded on an annual basis. Any assets placed in trust by Chesapeake to fund future obligations of the Company's nonqualified deferred compensation plans are subject to the claims of creditors in the event of insolvency or bankruptcy, and participants are general creditors of the Company as to their...

  • Page 123
    ... receives a fixed price and pays a floating market price to the counterparty for the hedged commodity. In exchange for higher fixed prices on certain of our swap trades, we granted options that allow the counterparty to double the notional amount. Options: Chesapeake sells, and occasionally buys...

  • Page 124
    ...) to mitigate our exposure to changes in the fair value of our senior notes. We enter into floating-to-fixed interest rate swaps (we receive a floating market rate and pay a fixed interest rate) to manage our interest rate exposure related to our revolving credit facility borrowings. The notional...

  • Page 125
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Effect of Derivative Instruments - Consolidated Balance Sheets The following table presents the fair value and location of each classification of derivative instrument included in the consolidated...

  • Page 126
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Balance Sheet Classification As of December 31, 2014 Commodity Contracts: Short-term derivative asset ...Long-term derivative asset ...Short-term derivative liability...Long-term derivative ...

  • Page 127
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The components of marketing, gathering and compression revenues for the years ended December 31, 2015, 2014 and 2013 are presented below. Years Ended December 31, 2015 2014 2013 ($ in millions) $ ...

  • Page 128
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Credit Risk Considerations Over-the-counter traded derivative instruments and our supply contracts expose us to our counterparties' credit risk. To mitigate this risk, we enter into derivative ...

  • Page 129
    ... using current published credit default swap rates. To date, this has not had a material impact on the values of our derivatives. The following table provides information for financial assets (liabilities) measured at fair value on a recurring basis as of December 31, 2015 and 2014: Quoted Prices...

  • Page 130
    ... the period...Change in unrealized gains (losses) related to assets still held at reporting date ...(b) Oil, Natural Gas Marketing, Gathering and NGL and Compression Sales Revenue 2015 2014 2015 2014 ($ in millions) $ 100 $ 292 $ 296 $ 1 $ 43 $ 262 $ 296 $ - The values related to basis swaps were...

  • Page 131
    ..., in 2015 we received proceeds related to divestitures of other noncore oil and natural gas properties of approximately $66 million. 2014 Transactions We sold certain assets in the southern Marcellus Shale and a portion of the eastern Utica Shale to a subsidiary of Southwestern Energy Company for...

  • Page 132
    ... share of drilling and completion costs as a working interest owner and, if applicable, pays a specified percentage of our drilling and completion costs in designated wells. As of December 31, 2015, we had utilized all drilling carries from our joint venture partners. In 2015, 2014 and 2013...

  • Page 133
    ... the purchased natural gas and liquids are resold at market prices. As of December 31, 2015, our outstanding VPPs consisted of the following: Volume Sold VPP # Date of VPP Location Anadarko Basin Granite Wash Mid-Continent Anadarko and Arkoma Basins Anadarko Basin Texas, Oklahoma and Kansas Kentucky...

  • Page 134
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The volumes produced on behalf of our VPP buyers during 2015, 2014 and 2013 were as follows: Year Ended December 31, 2015 VPP # Oil (mbbl) Natural Gas (bcf) NGL (mbbl) Total (bcfe) 10 9 8(a) 4 3 ...

  • Page 135
    ... spin-off of our oilfield services business, which we previously conducted through our indirect, wholly owned subsidiary COO, into SSE, an independent, publicly traded company. Following the close of business on June 30, 2014, we distributed to Chesapeake shareholders one share of SSE common stock...

  • Page 136
    ... services include marketing and corporate communication, human resources, information technology, security, legal, risk management, tax, environmental health and safety, maintenance, internal audit, accounting, treasury and certain other services specified in the agreement. SSE pays Chesapeake...

  • Page 137
    .... FTS International, Inc. (FTS), based in Fort Worth, Texas, is a privately held company that, through its subsidiaries, provides hydraulic fracturing and other services to oil and gas companies. In 2015, we recorded our equity in FTS' net losses and other adjustments, prior to intercompany profit...

  • Page 138
    ...) to form Mineral Acquisition Company I, L.P. The purpose of the partnership is to acquire mineral interests, or royalty interests carved out of mineral interests, in oil and natural gas basins in the continental United States. We are committed to acquire for our own account (outside the partnership...

  • Page 139
    ... sales of fixed assets ... Buildings and Land. The net losses in 2015, net gains in 2014 and the net losses in 2013 on sales of buildings and land were mainly from the sale of certain buildings and land located primarily in Oklahoma City and our Barnett Shale operating area. Natural Gas Compressors...

  • Page 140
    .... Also, in 2014, we sold 14 rigs for approximately $14 million and recorded a $14 million loss. Assets Held for Sale We are continuing to pursue the sale of buildings and land located primarily in Oklahoma, West Virginia and the Fort Worth, Texas area. Buildings and land are recorded within...

  • Page 141
    ... City and Fort Worth areas in 2013. All the buildings and land for which impairment losses were recognized in 2015, 2014 and 2013 are included in our other segment. Oilfield Services Equipment. In 2014, we purchased 31 leased rigs and equipment from various lessors for an aggregate purchase price...

  • Page 142
    ... 2015 2014 2013 ($ in millions) Restructuring charges under workforce reduction plan: Salary expense ...Acceleration of stock-based compensation ...Other termination benefits ...Total restructuring changes under workforce reduction plan ...Oilfield services spin-off costs: Transaction costs ...Stock...

  • Page 143
    ... as joint working interest owners of oil and gas wells, leases and acreage. In 2013, we incurred charges of approximately $69 million related to Mr. McClendon's departure. In December 2012, Chesapeake announced that it had offered a voluntary separation program (VSP) to certain employees as part...

  • Page 144
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 19. Fair Value Measurements Recurring Fair Value Measurements Other Current Assets. Assets related to Chesapeake's deferred compensation plan are included in other current assets. The fair value ...

  • Page 145
    ..., natural gas and NGL. In addition, prior to the spin-off of our oilfield services business in June 2014, our former oilfield services operating segment was responsible for drilling, oilfield trucking, oilfield rentals, hydraulic fracturing and other oilfield services operations for both Chesapeake...

  • Page 146
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following table presents selected financial information for Chesapeake's operating segments: Exploration and Production Year Ended December 31, 2015 Revenues ...Intersegment revenues ...Total ...

  • Page 147
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Marketing, Gathering and Compression Exploration and Production Year Ended December 31, 2014 Revenues ...Intersegment revenues ...Total revenues ...Unrealized gains on commodity derivatives......

  • Page 148
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Exploration and Production Year Ended December 31, 2013 Revenues ...Intersegment revenues ...Total revenues ...Unrealized gains on commodity derivatives...Oil, natural gas, NGL and other ...

  • Page 149
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2015 ($ in millions) Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Consolidated CURRENT ASSETS: Cash and cash ...

  • Page 150
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2014 ($ in millions) Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Consolidated CURRENT ASSETS: Cash and cash ...

  • Page 151
    ... ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2015 ($ in millions) Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Consolidated REVENUES: Oil, natural gas...

  • Page 152
    ... NGL production ...Oil, natural gas and NGL gathering, processing and transportation ...Production taxes...Marketing, gathering and compression ...Oilfield services ...General and administrative ...Restructuring and other termination costs ...Provision for legal contingencies ...Oil, natural gas and...

  • Page 153
    ... ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2013 ($ in millions) Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Consolidated REVENUES: Oil, natural gas...

  • Page 154
    ...DECEMBER 31, 2015 ($ in millions) Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities ...CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs ...Acquisitions of proved and...

  • Page 155
    ...DECEMBER 31, 2014 ($ in millions) Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities ...CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs ...Acquisitions of proved and...

  • Page 156
    ...DECEMBER 31, 2013 ($ in millions) Guarantor Subsidiaries NonGuarantor Subsidiaries Parent Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided By Operating Activities ...CASH FLOWS FROM INVESTING ACTIVITIES: Drilling and completion costs ...Acquisitions of proved and...

  • Page 157
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 23. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued updated revenue recognition guidance to clarify the principles for recognizing revenue ...

  • Page 158
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INFORMATION Quarterly Financial Data (unaudited) Summarized unaudited quarterly financial data for 2015 and 2014 are as follows: Quarters Ended June 30, September 30, December 31, 2015 2015 2015 ($ in millions except per share data) 3,218 ...

  • Page 159
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INFORMATION - (Continued) Supplemental Disclosures About Oil, Natural Gas and NGL Producing Activities (unaudited) Net Capitalized Costs Capitalized costs related to Chesapeake's oil, natural gas and NGL producing activities are ...

  • Page 160
    ... 31, 2015 2014 2013 36% 54% 51% 23% 25% 30% Ryder Scott Company, L.P...PetroTechnical Services, Division of Schlumberger Technology Corporation ... Proved oil, natural gas and NGL reserves are those quantities of oil, natural gas and NGL which, by analysis of geoscience and engineering data, can...

  • Page 161
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INFORMATION - (Continued) highest known oil elevation and the potential exists for an associated natural gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering or ...

  • Page 162
    ... of oil, 32 bcf of natural gas and 3 mmbbls of NGL reserves owned by the Chesapeake Granite Wash Trust, 1 mmbbls of oil, 16 bcf of natural gas and 2 mmbbls of NGL of which are attributable to the noncontrolling interest holders. As of December 31, 2015, 2014 and 2013, there were no PUDs that had...

  • Page 163
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INFORMATION - (Continued) During 2015, we sold 63 mmboe of proved reserves for approximately $97 million plus the cancellation of all of CHK C-T's outstanding preferred shares. See Note 12 to our consolidated financial statements included ...

  • Page 164
    CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INFORMATION - (Continued) The following summary sets forth our future net cash flows relating to proved oil, natural gas and NGL reserves based on the standardized measure: Years Ended December 31, 2015 2014 2013 ($ in millions) (a) (b) $ ...

  • Page 165
    ... affect, our internal control over financial reporting. ITEM 9B. Other Information On February 22, 2016, Louis A. Raspino informed the Company of his decision to resign from his position as a director effective March 10, 2016 in order to devote more time to his new position as Chairman of Clarion...

  • Page 166
    .... Chesapeake's consolidated financial statements are included in Item 8 of Part II of this report. Reference is made to the accompanying Index to Financial Statements. Financial Statement Schedules. No financial statement schedules are applicable or required. Exhibits. The exhibits listed below...

  • Page 167
    ... Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHESAPEAKE ENERGY CORPORATION Date: February 25, 2016 By: /s/ ROBERT D. LAWLER Robert D. Lawler President and Chief Executive Officer POWER OF ATTORNEY Each...

  • Page 168
    ...of December 6, 2006 among Chesapeake, as issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, The Bank of New York Mellon Trust Company, N.A., as Trustee, AIB/BNY Fund Management (Ireland) Limited, as Irish Paying Agent and Transfer Agent, and The Bank of New York, London Branch, as...

  • Page 169
    ... Contingent Convertible Senior Notes due 2037. Indenture dated as of May 27, 2008 among Chesapeake, as issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee, with respect to 7.25% Senior Notes due 2018. Indenture dated as...

  • Page 170
    ... signatory thereto, as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, as Trustee and Collateral Trustee with respect to 8.00% Senior Secured Second Lien Notes due 2022. Credit Agreement dated December 15, 2014 by and among: Chesapeake Energy Corporation, as borrower; MUFG...

  • Page 171
    ... Amended and Restated Deferred Compensation Plan, effective January 1, 2016. Chesapeake Energy Corporation Deferred Compensation Plan for Non-Employee Directors. Employment Agreement dated as of May 20, 2013 between Robert D. Lawler and Chesapeake Energy Corporation. Employment Agreement dated as of...

  • Page 172
    ...1, 2016 between Executive Vice President/Senior Vice President and Chesapeake Energy Corporation. Form of Indemnity Agreement for officers and directors of Chesapeake Energy Corporation and its subsidiaries. Chesapeake Energy Corporation 2013 Annual Incentive Plan. Chesapeake Energy Corporation 2014...

  • Page 173
    ... J. Dell'Osso, Jr., Executive Vice President and Chief Financial Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Report of PetroTechnical Services, Division of Schlumberger Technology Corporation. Report of Ryder Scott Company, L.P. XBRL Instance Document. XBRL...

  • Page 174
    ... 1400 Oklahoma City, OK 73102 (405) 290-7200 Robert D. Lawler President and Chief Executive Officer Chesapeake Energy Corporation Oklahoma City, Oklahoma James R. Webb Executive Vice President - General Counsel and Corporate Secretary STOCK TRANSFER AGENT AND REGISTRAR Communication concerning...

  • Page 175
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