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8-K - 8-K - CHESAPEAKE ENERGY CORPa8-k2014x11x053qearningspr.htm
 
 
Exhibit 99.1
News Release
 
 
 
 

FOR IMMEDIATE RELEASE
NOVEMBER 5, 2014

CHESAPEAKE ENERGY CORPORATION REPORTS FINANCIAL AND
OPERATIONAL RESULTS FOR THE 2014 THIRD QUARTER
OKLAHOMA CITY, November 5, 2014 – Chesapeake Energy Corporation (NYSE:CHK) today reported financial and operational results for the 2014 third quarter. Key information is as follows:
Company reports adjusted net income of $0.38 per fully diluted share and adjusted ebitda of $1.236 billion
Average production of approximately 726,000 boe per day increases 11% year over year, adjusted for asset sales
Capital expenditures of $1.351 billion decrease 8% year over year
Eagle Ford, Haynesville, Utica and Powder River Basin operating areas each achieve organic production growth in excess of 10% quarter over quarter

"The improvements in our capital efficiency, our focus on cost leadership and the strength and quality of our assets and talented employees are very clear in our third quarter results,” stated Doug Lawler, President and Chief Executive Officer of Chesapeake. “Our results this quarter were outstanding, as adjusted production increased 11% compared to the 2013 third quarter, increased 5% sequentially and already reached our year-end exit rate target of approximately 730,000 barrels of oil equivalent per day during the month of September. We have also seen a reduction in operating expenses compared to both the 2014 second quarter and the 2013 third quarter, and we continue to see dramatic improvement in capital efficiency throughout our operating areas. The company again exceeded its production growth target while operating below our capital budget. I am very proud of our results and believe they are further evidence that our strategy and commitment to becoming a top-tier E&P company will yield long-term stockholder value."
For the 2014 third quarter, Chesapeake reported net income available to common stockholders of $169 million, or $0.26 per fully diluted share. Items typically excluded by securities analysts in their earnings estimates reduced net income available to common stockholders for the 2014 third quarter by approximately $82 million and are presented on Page 12 of this release. The primary component of this reduction was the redemption of all the outstanding preferred shares of a subsidiary, partially offset by unrealized gains on our commodity derivatives. Adjusting for these items, 2014 third quarter adjusted net income available to common stockholders was $251 million, or $0.38 per fully diluted share, as compared to adjusted net income available to common stockholders of $282 million, or $0.43 per fully diluted share, in the 2013 third quarter.
Adjusted ebitda was $1.236 billion in the 2014 third quarter, compared to $1.325 billion in the 2013 third quarter. Operating cash flow, which is cash flow provided by operating activities before changes in assets and liabilities, was $1.293 billion in the 2014 third quarter, compared to $1.412 billion in the 2013 third quarter. The year-over-year decreases in adjusted ebitda and operating cash flow were primarily the result of lower realized oil, natural gas and natural gas liquids (NGL) prices, partially offset by higher production volumes and lower operating expenses.

 
 
 
INVESTOR CONTACT:
MEDIA CONTACT:
CHESAPEAKE ENERGY CORPORATION
Brad Sylvester, CFA
(405) 935-8870
ir@chk.com
Gordon Pennoyer
(405) 935-8878
media@chk.com
6100 North Western Avenue
P.O. Box 18496
Oklahoma City, OK 73154









Adjusted net income available to common stockholders, operating cash flow, ebitda and adjusted ebitda are non-GAAP financial measures. Reconciliations of these measures to comparable financial measures calculated in accordance with generally accepted accounting principles are provided on pages 11 – 16 of this release.
2014 Third Quarter Average Daily Production of Approximately 726,000 Boe Increases 11% Year over Year, Adjusted for Asset Sales
Chesapeake’s daily production for the 2014 third quarter averaged 725,600 barrels of oil equivalent (boe), a year-over-year increase of 11%, adjusted for asset sales. Average daily production consisted of approximately 118,900 barrels (bbls) of oil, 95,900 bbls of NGL and 3.1 billion cubic feet (bcf) of natural gas.
Sequentially, 2014 third quarter average daily oil production increased 5%, average daily NGL production increased 14% and average daily natural gas production increased 3%, adjusted for asset sales.
Capital Spending and Cost Overview
Chesapeake's capital expenditures in the 2014 third quarter were approximately $1.351 billion, of which drilling and completion capital expenditures were approximately $1.241 billion and capital expenditures for the acquisition of unproved properties, geological and geophysical costs and other property, plant and equipment were approximately $110 million. In the 2013 third quarter, capital expenditures were approximately $1.461 billion, of which drilling and completion capital expenditures were approximately $1.248 billion and capital expenditures for the acquisition of unproved properties, geological and geophysical costs and other property, plant and equipment were $213 million.
Drilling and completion expenditures in the 2014 third quarter increased approximately $110 million, or 10%, compared to the 2014 second quarter, primarily due to increased well completions and connections. Chesapeake spud a total of 296 gross wells and connected 311 gross wells to sales during the 2014 third quarter, compared to 324 gross wells spud and 275 gross wells connected to sales during the 2014 second quarter. The company reiterates its 2014 full-year total capital expenditure guidance of $5.0 – $5.4 billion, excluding capitalized interest and the company's exchange of properties with RKI Exploration & Production, LLC (RKI) (discussed below).
Chesapeake's focus on cost discipline continued to generate reductions in production and general and administrative expenses. Together, these costs (including share-based compensation) were $5.37 per boe in the 2014 third quarter, as compared to $5.89 in the 2014 second quarter and $6.47 in the 2013 third quarter.
A summary of the company’s guidance for 2014 is provided in the Outlook dated November 5, 2014, attached to this release as Schedule "A” beginning on Page 17.






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Operations Update

As described below, Chesapeake has demonstrated significant improvements in its capital efficiency, cycle times and well cost reductions, all of which are driving competitive value creation for our stockholders.
Southern Division
Eagle Ford Shale (South Texas): Eagle Ford net production averaged approximately 102.2 thousand barrels of oil equivalent (mboe) per day (224.5 gross operated mboe per day) during the 2014 third quarter, an increase of 12% sequentially. Chesapeake has achieved outstanding performance from its Eagle Ford operations and continues to experience drilling and completion cost savings. Average completed well costs (as measured from January through July) are approximately $6.0 million with an average completed lateral length of 6,300 feet and 20 frac stages, compared to an average of $6.9 million in 2013 with an average completed lateral length of 5,850 feet and 18 frac stages. The average of completed well costs is already significantly below the year-end 2014 target of $6.4 million per well. Cycle times from wells turned in line in 2014 third quarter have decreased to an average of approximately 135 days, spud to sales, from an average of 221 days in 2013. Wells in various stages of completion or waiting on pipeline in the area have increased to 152 as of September 30, 2014, compared to 109 wells at December 31, 2013, due to both increased activity and pad drilling efficiencies, however, the time spent in inventory is markedly shrinking. The average peak production rate of the 89 wells that commenced first production in the Eagle Ford during the 2014 third quarter was approximately 840 boe per day.
Haynesville Shale (Northwest Louisiana): Haynesville Shale net production averaged approximately 562 million cubic feet of natural gas equivalent (mmcfe) per day (855 gross operated mmcfe per day) during the 2014 third quarter, an increase of 11% sequentially. Chesapeake continues to achieve outstanding drilling and completion cost savings in its Haynesville operations. Average completed well costs (as measured from January through July) are approximately $8.2 million with an average completed lateral length of 5,050 feet and 20 frac stages, compared to an average of $8.9 million in 2013 with an average completed lateral length of 4,400 feet and 18 frac stages. The average of completed well costs is on track with the 2014 estimated average of $7.9 million per well despite incurring additional capital investment in cross unit laterals. Cycle times from wells turned in line in the 2014 third quarter have decreased to an average of approximately 146 days, spud to sales, from an average of 411 days in 2013. The average peak production rate of the 14 wells that commenced first production in the Haynesville during the 2014 third quarter was approximately 11.9 mmcfe per day.
Mid-Continent North: Mississippian Lime (Northern Oklahoma): Mississippian Lime net production averaged approximately 27.3 mboe per day (66 gross operated mboe per day) during the 2014 third quarter, an increase of 4% sequentially. Chesapeake continues to deliver a greater rate of return from this asset due to pad drilling proficiencies, improved salt water disposal processes and better understanding of the geology. Average completed well costs (as measured from January through July) are approximately $3.1 million with an average completed lateral length of 4,650 feet, compared to an average of $3.5 million in 2013 with an average completed lateral length of 4,500 feet. The average of completed well costs is on track to deliver the year-end 2014 target of $2.9 million per well. The average peak production rate of the 44 wells that commenced first production in the Mississippian Lime during the 2014 third quarter was approximately 710 boe per day.
Northern Division
Utica Shale (Eastern Ohio): Utica net production averaged approximately 85.5 mboe per day (154.4 gross operated mboe per day) during the 2014 third quarter, an increase of 27% sequentially. Chesapeake anticipates incremental compression capacity of 150 mmcfe per day gross on the Cardinal pipeline in the 2014 fourth quarter. The company continues to improve its capital efficiencies within the

3


Utica. Average completed well costs (as measured from January through July) are approximately $6.5 million with an average completed lateral length of 6,300 feet and 32 frac stages, compared to an average of $6.7 million in 2013 with an average completed lateral length of 5,150 feet and 17 frac stages. The average of completed well costs is already significantly below the year-end 2014 target of $7.1 million per well despite incurring additional capital reinvestment in completions. Wells in various stages of completion or waiting on pipeline in the area decreased to 172 as of September 30, 2014, compared to 195 at December 31, 2013. The average peak production rate of the 77 wells that commenced first production in the Utica during the 2014 third quarter was approximately 1,175 boe per day.
Marcellus Shale (Northern Pennsylvania): Northern Marcellus net production averaged approximately 882 mmcfe per day (2.08 gross operated bcfe per day) during the 2014 third quarter, an increase of 1% sequentially. In October 2014, the company connected to sales the Franclaire 8H in Wyoming County, Pennsylvania, which achieved a peak rate of 30.6 mmcf of natural gas per day. The well was one of five on the Franclaire drilling pad, from which production combined in aggregate achieved a peak rate of approximately 94 mmcf per day. Average completed well costs (as measured from January through July) are approximately $7.0 million with an average completed lateral length of 6,300 feet and 32 frac stages, compared to an average of $7.9 million in 2013 with an average completed lateral length of 5,400 feet and 13 frac stages. Laterals have increased 17%, the number of frac stages has nearly tripled and proppant per lateral foot has measurably increased all while total well costs have declined 11%. The average of completed well costs is on track with the year-end 2014 target of $6.9 million per well. Wells in various stages of completion or waiting on pipeline in the area increased to 125 as of September 30, 2014, compared to 112 at December 31, 2013, due to increased pad drilling. Cycle times continue to decrease and the company anticipates significant reduction to inventory over the next 12 months. The average peak production rate of the 23 wells that commenced first production in the northern Marcellus during the 2014 third quarter was approximately 13.4 mmcfe per day.
Powder River Basin (PRB): Niobrara and Upper Cretaceous (Wyoming): PRB net production averaged approximately 13.9 mboe per day (24.1 gross operated mboe per day) during the 2014 third quarter, an increase of 16% sequentially, adjusted for the RKI transaction, and an increase of 26% sequentially on an absolute basis. The company anticipates further production ramp as the Buckinghorse processing plant comes online in November providing capacity of approximately 120 mmcfe per day. The company is extremely proud of its capital efficiency improvements in the PRB to date. Average completed well costs (as measured from January through July) are approximately $9.2 million per well with an average completed lateral length of 5,300 feet and 17 frac stages, compared to an average of $10.1 million per well in 2013 with an average completed lateral length of 5,050 feet and 15 frac stages. The average of completed well costs is on track to meet the 2014 estimated average of $8.9 million per well despite incurring additional capital reinvestment in completions. Wells in various stages of completion or waiting on pipeline in the area decreased to 43 as of September 30, 2014, compared to 57 wells at December 31, 2013. The average peak production rate of the 17 wells that commenced first production in the Powder River Basin during the 2014 third quarter was approximately 1,475 boe per day.

4


Recent Strategic Transactions and Asset Sales Update
On October 14, 2014, Chesapeake entered into a purchase and sale agreement to sell certain assets in the southern Marcellus Shale and a portion of the eastern Utica Shale to a subsidiary of Southwestern Energy Company (NYSE:SWN) for aggregate proceeds of approximately $5.375 billion. The transaction, which is subject to certain customary closing conditions, including the receipt of third-party consents and waiver of participation rights, is expected to close in the 2014 fourth quarter.
In July 2014, Chesapeake repurchased all of the outstanding preferred shares of its unrestricted subsidiary CHK Utica, L.L.C. (CHK Utica) from third-party preferred shareholders. Chesapeake paid approximately $1.25 billion to repurchase 1,060,000 preferred shares of CHK Utica.
In August 2014, the company completed an exchange of properties in the Powder River Basin (PRB) with RKI. Chesapeake exchanged its nonoperated northern PRB acreage and $450 million in cash paid by the company for RKI's southern PRB acreage.
During the 2014 third quarter, the company received total proceeds of approximately $710 million from the sale of noncore assets. Dispositions included approximately $459 million of net proceeds from producing assets in southwestern Oklahoma, South Texas and southwestern Pennsylvania, $133 million of net proceeds from the sale of compression assets to Exterran Partners, L.P. (NASDAQ:EXLP), and approximately $118 million from other compression assets and real estate sales. Chesapeake expects to have signed or closed noncore asset sales of approximately $7.2 billion by year-end 2014, including the anticipated $5.375 billion sale of Marcellus and Utica assets.























5




Key Financial and Operational Results

The table below summarizes Chesapeake’s key financial and operational results during the 2014 third quarter and compares them to results in prior periods.
 
 
Three Months Ended
 
 
09/30/14
 
06/30/14
 
09/30/13
Oil equivalent production (in mmboe)
 
66.8

 
63.2

 
62.0

Oil production (in mmbbls)
 
10.9

 
10.3

 
11.0

Average realized oil price ($/bbl)(a)
 
84.81

 
85.23

 
92.09

Oil as % of total production
 
16

 
16

 
18

NGL production (in mmbbls)
 
8.8

 
7.7

 
5.4

Average realized NGL price ($/bbl)(a)
 
22.95

 
21.03

 
26.52

NGL as % of total production
 
13

 
12

 
9

Natural gas production (in bcf)
 
282

 
271

 
273

Average realized natural gas price ($/mcf)(a)
 
2.09

 
2.45

 
2.26

Natural gas as % of total production
 
71

 
72

 
73

Production expenses ($/boe) 
 
(4.47
)
 
(4.46
)
 
(4.55
)
Production taxes ($/boe)
 
(0.94
)
 
(1.14
)
 
(0.99
)
General and administrative costs ($/boe)(b)
 
(0.72
)
 
(1.25
)
 
(1.71
)
Share-based compensation ($/boe)
 
(0.18
)
 
(0.18
)
 
(0.21
)
DD&A of natural gas and liquids properties ($/boe)
 
(10.31
)
 
(10.45
)
 
(10.52
)
DD&A of other assets ($/boe)
 
(0.55
)
 
(1.25
)
 
(1.28
)
Interest expense ($/boe)(a)
 
(0.16
)
 
(0.92
)
 
(0.65
)
Marketing, gathering and compression net margin ($ in millions)(c)
 
(7
)
 
1

 
23

Oilfield services net margin ($ in millions)(c)
 

 
69

 
38

Operating cash flow ($ in millions)(d)
 
1,293

 
1,269

 
1,412

Operating cash flow ($/boe)
 
19.37

 
20.07

 
22.79

Adjusted ebitda ($ in millions)(e)
 
1,236

 
1,277

 
1,325

Adjusted ebitda ($/boe)
 
18.52

 
20.20

 
21.38

Net income available to common stockholders ($ in millions)
 
169

 
145

 
156

Earnings per share – diluted ($)
 
0.26

 
0.22

 
0.24

Adjusted net income available to common stockholders ($ in millions)(f)
 
251

 
235

 
282

Adjusted earnings per share – diluted ($)
 
0.38

 
0.36

 
0.43

Total capital expenditures ($ in millions)
 
1,351

 
1,315

 
1,461

Capitalized interest ($ in millions)
 
170

 
155

 
195


(a)
Includes the effects of realized gains (losses) from hedging, but excludes the effects of unrealized gains (losses) from hedging.
(b)
Excludes expenses associated with share-based compensation and restructuring and other termination costs.
(c)
Includes revenue and operating expenses and excludes depreciation and amortization of other assets.
(d)
Defined as cash flow provided by operating activities before changes in assets and liabilities.
(e)
Defined as net income before interest expense, income taxes and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on Page 16.
(f)
Defined as net income available to common stockholders, as adjusted to remove the effects of certain items detailed on Page 12.



6


2014 Third Quarter Financial and Operational Results Conference Call Information
A conference call to discuss this release has been scheduled for Wednesday, November 5, 2014, at 9:00 am EST. The telephone number to access the conference call is 913-312-1469 or toll-free 888-601-3877. The passcode for the call is 2873261. We encourage those who would like to participate in the call to place calls between 8:50 and 9:00 am EST. For those unable to participate in the live conference call, a replay will be available for audio playback at 2:00 pm EST on Wednesday, November 5, 2014, and will run through 2:00 pm EST on Wednesday, November 19, 2014. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112. The passcode for the replay is 2873261. The conference call will also be webcast live on Chesapeake’s website at www.chk.com and a replay will be available following the call.
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas and the 11th largest producer of oil and natural gas liquids in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional natural gas and oil assets onshore in the U.S. The company also owns substantial marketing and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.
This news release and the accompanying Outlook include "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 or forecasts of future events, production, production growth and well connection forecasts, estimates of operating costs, planned development drilling and expected drilling cost reductions, capital expenditures, expected efficiency gains, anticipated asset sales and proceeds to be received therefrom, projected cash flow and liquidity, business strategy and other plans and objectives for future operations, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.
Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors” in Item 1A of our 2013 annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 27, 2014. These risk factors include the volatility of natural gas, oil and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; declines in the prices of natural gas and oil potentially resulting in a write-down of our asset carrying values; the availability of capital on an economic basis, including through planned asset sales, to fund reserve replacement costs; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of natural gas, oil and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; hedging activities resulting in lower prices realized on natural gas, oil and NGL sales; the need to secure hedging liabilities and the inability of hedging counterparties to satisfy their obligations; drilling and operating risks, including potential environmental liabilities; legislative and regulatory changes adversely affecting our industry and our business, including initiatives related to hydraulic fracturing, air emissions and endangered species; a deterioration in general economic, business or industry conditions having a material adverse effect on our results of operations, liquidity and financial condition; oilfield services shortages, gathering system and transportation capacity constraints and various transportation interruptions that could adversely affect our revenues and cash flow; adverse developments and losses in connection with pending or future litigation and regulatory proceedings, and the adequacy of our provision for legal contingencies; cyber attacks adversely impacting our operations; and an interruption at our headquarters that adversely affects our business.
In addition, disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market information as of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Further, the timing of and amount of proceeds from future asset sales, which are subject to changes in market conditions and other factors beyond our control, will affect our ability to further reduce financial leverage and complexity. In particular, we caution you that our October 2014 purchase and sale agreement with Southwestern Energy Company, in which we agreed to sell certain assets in the Marcellus Shale and Utica Shale for approximately $5.375 billion, is subject to closing conditions, including third-party consents and waiver of participation rights. Expected asset sales may not be completed in the time frame anticipated or at all. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update any of the information provided in this release or the accompanying Outlook, except as required by applicable law.


7




CHESAPEAKE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in millions, except per share data)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2014
 
2013
 
2014
 
2013
REVENUES:
 
 
 
 
 
 
 
 
Natural gas, oil and NGL
 
$
2,341

 
$
1,586

 
$
5,812

 
$
5,444

Marketing, gathering and compression
 
3,362

 
3,032

 
9,543

 
6,871

Oilfield services
 

 
249

 
546

 
650

Total Revenues
 
5,703

 
4,867

 
15,901

 
12,965

OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Natural gas, oil and NGL production
 
298

 
282

 
868

 
877

Production taxes
 
62

 
62

 
185

 
173

Marketing, gathering and compression
 
3,369

 
3,009

 
9,515

 
6,781

Oilfield services
 

 
211

 
431

 
543

General and administrative
 
60

 
120

 
229

 
336

Restructuring and other termination costs
 
(14
)
 
63

 
12

 
203

Provision for legal contingencies
 
100

 

 
100

 

Natural gas, oil and NGL depreciation, depletion and
amortization
 
688

 
652

 
1,977

 
1,945

Depreciation and amortization of other assets
 
37

 
79

 
194

 
234

Impairments of fixed assets and other
 
15

 
85

 
75

 
343

Net gains on sales of fixed assets
 
(86
)
 
(132
)
 
(201
)
 
(290
)
Total Operating Expenses
 
4,529

 
4,431

 
13,385

 
11,145

INCOME FROM OPERATIONS
 
1,174

 
436

 
2,516

 
1,820

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
Interest expense
 
(17
)
 
(40
)
 
(82
)
 
(164
)
Losses on investments
 
(27
)
 
(22
)
 
(72
)
 
(36
)
Net (gain) loss on sales of investments
 

 
3

 
67

 
(7
)
Losses on purchases of debt
 

 

 
(195
)
 
(70
)
Other income (expense)
 
(1
)
 
10

 
12

 
18

Total Other Expense
 
(45
)
 
(49
)
 
(270
)
 
(259
)
INCOME BEFORE INCOME TAXES
 
1,129

 
387

 
2,246

 
1,561

INCOME TAX EXPENSE:
 
 
 
 
 
 
 
 
Current income taxes
 
2

 
7

 
10

 
9

Deferred income taxes
 
435

 
140

 
849

 
585

Total Income Tax Expense
 
437

 
147

 
859

 
594

NET INCOME
 
692

 
240

 
1,387

 
967

Net income attributable to noncontrolling interests
 
(30
)
 
(38
)
 
(110
)
 
(127
)
NET INCOME ATTRIBUTABLE TO CHESAPEAKE
 
662

 
202

 
1,277

 
840

Preferred stock dividends
 
(43
)
 
(43
)
 
(128
)
 
(128
)
Redemption of preferred shares of a subsidiary
 
(447
)
 

 
(447
)
 
(69
)
Earnings allocated to participating securities
 
(3
)
 
(3
)
 
(15
)
 
(14
)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
 
$
169

 
$
156

 
$
687

 
$
629

EARNINGS PER COMMON SHARE:
 
 
 
 
 
 
 
 
Basic
 
$
0.26

 
$
0.24

 
$
1.04

 
$
0.96

Diluted
 
$
0.26

 
$
0.24

 
$
1.04

 
$
0.96

WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (in millions):
 
 
 
 
 
 
 
 
Basic
 
660

 
656

 
659

 
654

Diluted
 
660

 
656

 
659

 
654



8




CHESAPEAKE ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
(unaudited)
 
 
 
 
 
 
 
September 30,
2014
 
December 31,
2013
 
 
 
 
 
Cash and cash equivalents
 
$
90

 
$
837

Other current assets
 
3,039

 
2,819

Total Current Assets
 
3,129

 
3,656

 
 
 
 
 
Property and equipment, (net)
 
36,652

 
37,134

Other assets
 
737

 
992

Total Assets
 
$
40,518

 
$
41,782

 
 
 
 
 
Current liabilities
 
$
5,602

 
$
5,515

Long-term debt, net of discounts
 
11,592

 
12,886

Other long-term liabilities
 
1,408

 
1,834

Deferred income tax liabilities
 
4,285

 
3,407

Total Liabilities
 
22,887

 
23,642

 
 
 
 
 
Preferred stock
 
3,062

 
3,062

Noncontrolling interests
 
1,311

 
2,145

Common stock and other stockholders’ equity
 
13,258

 
12,933

Total Equity
 
17,631

 
18,140

 
 
 
 
 
Total Liabilities and Equity
 
$
40,518

 
$
41,782

 
 
 
 
 
Common Shares Outstanding (in millions)
 
663

 
664






CHESAPEAKE ENERGY CORPORATION
CAPITALIZATION
($ in millions)
(unaudited)
 
 
 
September 30,
2014
 
December 31,
2013
 
 
 
 
 
Total debt, net of unrestricted cash
 
$
11,502

 
$
12,049

Preferred stock
 
3,062

 
3,062

Noncontrolling interests(a)
 
1,311

 
2,145

Common stock and other stockholders’ equity
 
13,258

 
12,933

Total
 
$
29,133

 
$
30,189

 
 
 
 
 
Total debt to capitalization ratio
 
39
%
 
40
%
(a) 
Includes third-party ownership as follows:
 
CHK Cleveland Tonkawa, L.L.C.
 
$
1,015

 
$
1,015

 
Chesapeake Granite Wash Trust
 
290

 
314

 
Other
 
6

 
9

 
CHK Utica, L.L.C.
 

 
807

 
Total
 
$
1,311

 
$
2,145



9


CHESAPEAKE ENERGY CORPORATION
SUPPLEMENTAL DATA - NATURAL GAS, OIL AND NGL PRODUCTION, SALES AND INTEREST EXPENSE
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2014
 
2013
 
2014
 
2013
Net Production:
 
 
 
 
 
 
 
 
Natural gas (bcf)
 
282.0

 
273.3

 
813.4

 
824.1

Oil (mmbbl)
 
10.9

 
11.0

 
31.1

 
30.9

NGL (mmbbl)
 
8.8

 
5.4

 
24.1

 
15.0

Oil equivalent (mmboe)
 
66.8

 
62.0

 
190.7

 
183.3

 
 
 
 
 
 
 
 
 
Natural Gas, Oil and NGL Sales ($ in millions):
 
 
 
 
 
 
 
 
Natural gas sales
 
$
569

 
$
581

 
$
2,324

 
$
1,932

Natural gas derivatives – realized gains (losses)(a)
 
19

 
37

 
(221
)
 
(7
)
Natural gas derivatives – unrealized gains (losses)(a)
 
166

 
6

 
125

 
74

Total Natural Gas Sales
 
754

 
624

 
2,228

 
1,999

 
 
 
 
 
 
 
 
 
Oil sales
 
1,005

 
1,115

 
2,933

 
2,975

Oil derivatives – realized gains (losses)(a)
 
(77
)
 
(99
)
 
(288
)
 
(89
)
Oil derivatives – unrealized gains (losses)(a)
 
456

 
(197
)
 
354

 
163

Total Oil Sales
 
1,384

 
819

 
2,999

 
3,049

 
 
 
 
 
 
 
 
 
NGL sales
 
203

 
143

 
585

 
396

Total NGL Sales
 
203

 
143

 
585

 
396

Total Natural Gas, Oil and NGL Sales
 
$
2,341

 
$
1,586

 
$
5,812

 
$
5,444

 
 
 
 
 
 
 
 
 
Average Sales Price – excluding gains (losses) on derivatives:
 
 
 
 
 
 
 
 
Natural gas ($ per mcf)
 
$
2.02

 
$
2.12

 
$
2.86

 
$
2.34

Oil ($ per bbl)
 
$
91.87

 
$
101.08

 
$
94.28

 
$
96.40

NGL ($ per bbl)
 
$
22.95

 
$
26.52

 
$
24.31

 
$
26.35

Oil equivalent ($ per boe)
 
$
26.62

 
$
29.67

 
$
30.63

 
$
28.94

 
 
 
 
 
 
 
 
 
Average Sales Price – including realized gains (losses) on derivatives:
 
 
 
 
 
 
 
 
Natural gas ($ per mcf)
 
$
2.09

 
$
2.26

 
$
2.59

 
$
2.34

Oil ($ per bbl)
 
$
84.81

 
$
92.09

 
$
85.04

 
$
93.51

NGL ($ per bbl)
 
$
22.95

 
$
26.52

 
$
24.31

 
$
26.35

Oil equivalent ($ per boe)
 
$
25.74

 
$
28.67

 
$
27.96

 
$
28.41

 
 
 
 
 
 
 
 
 
Interest Expense ($ in millions):
 
 
 
 
 
 
 
 
Interest(b)
 
$
15

 
$
43

 
$
132

 
$
113

Derivatives – realized (gains) losses(c)
 
(4
)
 
(3
)
 
(9
)
 
(6
)
Derivatives – unrealized (gains) losses(c)
 
6

 

 
(41
)
 
57

Total Interest Expense
 
$
17

 
$
40

 
$
82

 
$
164


(a)
Realized gains and losses include the following items: (i) settlements of nondesignated derivatives related to current period production revenues, (ii) prior period settlements for option premiums and for early-terminated derivatives originally scheduled to settle against current period production revenues, and (iii) gains and losses related to de-designated cash flow hedges originally designated to settle against current period production revenues. Unrealized gains and losses include the change in fair value of open derivatives scheduled to settle against future period production revenues offset by amounts reclassified as realized gains and losses during the period. Although we no longer designate our derivatives as cash flow hedges for accounting purposes, we believe these definitions are useful to management and investors in determining the effectiveness of our price risk management program.
(b)
Net of amounts capitalized.
(c)
Realized (gains) losses include settlements related to the current period interest accrual and the effect of (gains) losses on early termination trades. Unrealized (gains) losses include changes in the fair value of open interest rate derivatives offset by amounts reclassified to realized (gains) losses during the period.

10


CHESAPEAKE ENERGY CORPORATION
CONDENSED CONSOLIDATED CASH FLOW DATA
($ in millions)
(unaudited)
 
 
 
 
 
THREE MONTHS ENDED:
 
September 30,
2014
 
September 30,
2013
 
 
 
 
 
Beginning cash
 
$
1,462

 
$
677

 
 
 
 
 
Cash provided by operating activities
 
1,184

 
1,381

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Drilling and completion costs on proved and unproved properties(a)
 
(1,191
)
 
(1,303
)
Acquisition of proved and unproved properties(b)
 
(651
)
 
(266
)
Sale of proved and unproved properties
 
459

 
885

Geological and geophysical costs
 
2

 
(8
)
Cash paid to purchase leased rigs and compressors
 
(52
)
 
(1
)
Additions to other property and equipment
 
(25
)
 
(132
)
Proceeds from sales of other assets
 
251

 
337

Additions to investments
 
(9
)
 
(4
)
Proceeds from sales of investments
 

 
13

Other
 
35

 
7

Total cash provided by (used in) investing activities
 
(1,181
)
 
(472
)
 
 
 
 
 
Cash used in financing activities
 
(1,375
)
 
(599
)
Change in cash and cash equivalents
 
(1,372
)
 
310

Ending cash
 
$
90

 
$
987


(a)
Includes capitalized interest of $9 million and $15 million for the three months ended September 30, 2014 and 2013, respectively.
(b)
Includes capitalized interest of $135 million and $176 million for the three months ended September 30, 2014 and 2013, respectively.

 
 
 
 
 
NINE MONTHS ENDED:
 
September 30,
2014
 
September 30,
2013
 
 
 
 
 
Beginning cash
 
$
837

 
$
287

 
 
 
 
 
Cash provided by operating activities
 
3,805

 
3,586

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Drilling and completion costs on proved and unproved properties(a)
 
(3,167
)
 
(4,435
)
Acquisition of proved and unproved properties(b)
 
(999
)
 
(763
)
Sale of proved and unproved properties
 
699

 
2,742

Geological and geophysical costs
 
(18
)
 
(36
)
Cash paid to purchase leased rigs and compressors
 
(474
)
 
(4
)
Additions to other property and equipment
 
(201
)
 
(635
)
Proceeds from sales of other assets
 
964

 
796

Additions to investments
 
(14
)
 
(8
)
Proceeds from sales of investments
 
239

 
115

Other
 
33

 
181

Total cash used in investing activities
 
(2,938
)
 
(2,047
)
 
 
 
 
 
Cash used in financing activities
 
(1,614
)
 
(839
)
Change in cash and cash equivalents
 
(747
)
 
700

Ending cash
 
$
90

 
$
987


(a)
Includes capitalized interest of $30 million and $47 million for the nine months ended September 30, 2014 and 2013, respectively.
(b)
Includes capitalized interest of $433 million and $571 million for the nine months ended September 30, 2014 and 2013, respectively.

11


CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
($ in millions, except per share data)
(unaudited)
 
 
 
 
 
 
 
THREE MONTHS ENDED:
 
September 30,
2014
 
June 30,
2014
 
September 30,
2013
 
 
 
 
 
 
 
Net income available to common stockholders
 
$
169

 
$
145

 
$
156

 
 
 
 
 
 
 
Adjustments, net of tax(a):
 
 
 
 
 
 
Unrealized (gains) losses on derivatives
 
(384
)
 
(19
)
 
118

Restructuring and other termination costs
 
(9
)
 
20

 
39

Impairments of fixed assets and other
 
9

 
25

 
55

Net gains on sales of fixed assets
 
(54
)
 
(57
)
 
(82
)
Impairments of investments
 

 
3

 

Net gains on sales of investments
 

 

 
(2
)
Losses on purchases of debt and extinguishment of other financing
 

 
120

 

Provision for legal contingencies
 
62

 

 

Other
 
11

 
(2
)
 
(2
)
Redemption of preferred shares of a subsidiary(a)
 
447

 

 

Adjusted net income available to common stockholders(b)
 
$
251

 
$
235

 
$
282

 
 
 
 
 
 
 
Preferred stock dividends
 
43

 
43

 
43

Earnings allocated to participating securities
 
3

 
3

 
3

 
 
 
 
 
 
 
Total adjusted net income attributable to Chesapeake
 
$
297

 
$
281

 
$
328

 
 
 
 
 
 
 
Weighted average fully diluted shares outstanding
(in millions)(c)
 
776

 
776

 
765

 
 
 
 
 
 
 
Adjusted earnings per share assuming dilution(b)
 
$
0.38

 
$
0.36

 
$
0.43


(a)
All adjustments to net income available to common stockholders reflected net of tax other than the redemption of preferred shares of a subsidiary.
(b)
Adjusted net income available to common stockholders and adjusted earnings per share assuming dilution exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with accounting principles generally accepted in the United States (GAAP) because:
(i)
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other natural gas and oil producing companies.
(ii)
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts.
(iii)
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items.
(c)
Weighted average fully diluted shares outstanding include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP.













12









CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
($ in millions, except per share data)
(unaudited)
 
 
 
 
 
NINE MONTHS ENDED:
 
September 30,
2014
 
September 30,
2013
 
 
 
 
 
Net income available to common stockholders
 
$
687

 
$
629

 
 
 
 
 
Adjustments, net of tax(a):
 
 
 
 
Unrealized gains on derivatives
 
(324
)
 
(112
)
Restructuring and other termination costs
 
7

 
126

Impairments of fixed assets and other
 
46

 
215

Net gains on sales of fixed assets
 
(125
)
 
(180
)
Impairments of investments
 
3

 
6

Net (gains) losses on sales of investments
 
(42
)
 
4

Losses on purchases of debt and extinguishment of other financing
 
121

 
44

Provision for legal contingencies
 
62

 

Other
 
5

 
(2
)
Redemption of preferred shares of a subsidiary(a)
 
447

 
69

Adjusted net income available to common stockholders(b)
 
$
887

 
$
799

 
 
 
 
 
Preferred stock dividends
 
128

 
128

Earnings allocated to participating securities
 
15

 
14

 
 
 
 
 
Total adjusted net income attributable to Chesapeake
 
$
1,030

 
$
941

 
 
 
 
 
Weighted average fully diluted shares outstanding (in millions)(c)
 
776

 
763

 
 
 
 
 
Adjusted earnings per share assuming dilution(b)
 
$
1.33

 
$
1.23


(a)
All adjustments to net income available to common stockholders reflected net of tax other than the redemption of preferred shares of a subsidiary.
(b) Adjusted net income available to common stockholders and adjusted earnings per share assuming dilution exclude certain items that management believes affect the comparability of operating results. The company believes these adjusted financial measures are a useful adjunct to earnings calculated in accordance with accounting principles generally accepted in the United States (GAAP) because:
(i)
Management uses adjusted net income available to common stockholders to evaluate the company's operational trends and performance relative to other natural gas and oil producing companies.
(ii)
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts.
(iii)
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items.
(b)
Weighted average fully diluted shares outstanding include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP.







13


CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA
($ in millions)
(unaudited)
 
 
 
 
 
 
 
THREE MONTHS ENDED:
 
September 30,
2014
 
June 30,
2014
 
September 30,
2013
 
 
 
 
 
 
 
CASH PROVIDED BY OPERATING ACTIVITIES
 
$
1,184

 
$
1,352

 
$
1,381

Changes in assets and liabilities
 
109

 
(83
)
 
31

OPERATING CASH FLOW(a)
 
$
1,293

 
$
1,269

 
$
1,412


 
 
 
 
 
 
 
THREE MONTHS ENDED:
 
September 30,
2014
 
June 30,
2014
 
September 30,
2013
 
 
 
 
 
 
 
NET INCOME
 
$
692

 
$
230

 
$
240

Interest expense
 
17

 
27

 
40

Income tax expense
 
437

 
141

 
147

Depreciation and amortization of other assets
 
37

 
79

 
79

Natural gas, oil and NGL depreciation, depletion and amortization
 
688

 
661

 
652

EBITDA(b)
 
$
1,871

 
$
1,138

 
$
1,158


 
 
 
 
 
 
 
THREE MONTHS ENDED:
 
September 30,
2014
 
June 30,
2014
 
September 30,
2013
 
 
 
 
 
 
 
CASH PROVIDED BY OPERATING ACTIVITIES
 
$
1,184

 
$
1,352

 
$
1,381

Changes in assets and liabilities
 
109

 
(83
)
 
31

Interest expense, net of unrealized gains (losses) on derivatives
 
11

 
58

 
40

Natural gas, oil and NGL derivative gains (losses), net
 
564

 
(213
)
 
(247
)
Cash payments on natural gas, oil and NGL derivative settlements, net
 
34

 
150

 
20

Share-based compensation
 
(19
)
 
(20
)
 
(22
)
Restructuring and other termination costs
 
42

 
(33
)
 
(60
)
Impairments of fixed assets and other
 
(15
)
 
(39
)
 
(59
)
Net gains on sales of fixed assets
 
86

 
93

 
132

Earnings (losses) on investments
 
(27
)
 
(24
)
 
(30
)
Provision for legal contingencies
 
(100
)
 

 

Losses on purchases of debt and extinguishment of other financing
 

 
(61
)
 
(20
)
Other items
 
2

 
(42
)
 
(8
)
EBITDA(b)
 
$
1,871

 
$
1,138

 
$
1,158


(a)
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of a natural gas and oil company's ability to generate cash that is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the natural gas and oil exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity.

(b)
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP.

14



CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA
($ in millions)
(unaudited)
 
 
 
 
 
NINE MONTHS ENDED:
 
September 30,
2014
 
September 30,
2013
 
 
 
 
 
CASH PROVIDED BY OPERATING ACTIVITIES
 
$
3,805

 
$
3,586

Changes in assets and liabilities
 
348

 
372

OPERATING CASH FLOW(a)
 
$
4,153

 
$
3,958


 
 
 
 
 
NINE MONTHS ENDED:
 
September 30,
2014
 
September 30,
2013
 
 
 
 
 
NET INCOME
 
$
1,387

 
$
967

Interest expense
 
82

 
164

Income tax expense
 
859

 
594

Depreciation and amortization of other assets
 
194

 
234

Natural gas, oil and NGL depreciation, depletion and amortization
 
1,977

 
1,945

EBITDA(b)
 
$
4,499

 
$
3,904


 
 
 
 
 
NINE MONTHS ENDED:
 
September 30,
2014
 
September 30,
2013
 
 
 
 
 
CASH PROVIDED BY OPERATING ACTIVITIES
 
$
3,805

 
$
3,586

Changes in assets and liabilities
 
348

 
372

Interest expense, net of unrealized gains (losses) on derivatives
 
123

 
107

Natural gas, oil and NGL derivative gains (losses), net
 
(30
)
 
141

Cash payments on natural gas, oil and NGL derivative settlements, net
 
352

 
61

Share-based compensation
 
(59
)
 
(78
)
Restructuring and other termination costs
 
18

 
(164
)
Impairments of fixed assets and other
 
(44
)
 
(317
)
Net gains on sales of fixed assets
 
201

 
290

Provision for legal contingencies
 
(100
)
 

Losses on investments
 
(72
)
 
(40
)
Net gains (losses) on sales of investments
 
67

 
(7
)
Losses on purchases of debt and extinguishment of other financing
 
(61
)
 
(37
)
Other items
 
(49
)
 
(10
)
EBITDA(b)
 
$
4,499

 
$
3,904


(a)
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities. Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under GAAP. Operating cash flow is widely accepted as a financial indicator of a natural gas and oil company's ability to generate cash which is used to internally fund exploration and development activities and to service debt. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the natural gas and oil exploration and production industry. Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity.

(b)
Ebitda represents net income before interest expense, income taxes, and depreciation, depletion and amortization expense. Ebitda is presented as a supplemental financial measurement in the evaluation of our business. We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements. Ebitda is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, income from operations or cash flow provided by operating activities prepared in accordance with GAAP.

15


CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF ADJUSTED EBITDA
($ in millions)
(unaudited)
 
 
 
 
 
 
 
THREE MONTHS ENDED:
 
September 30,
2014
 
June 30,
2014
 
September 30,
2013
 
 
 
 
 
 
 
EBITDA
 
$
1,871

 
$
1,138

 
$
1,158

 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
Unrealized (gains) losses on natural gas, oil and NGL derivatives
 
(622
)
 

 
191

Restructuring and other termination costs
 
(14
)
 
33

 
63

Impairments of fixed assets and other
 
15

 
40

 
89

Net gains on sales of fixed assets
 
(86
)
 
(93
)
 
(132
)
Impairments of investments
 

 
5

 

Net gains on sales of investments
 

 

 
(3
)
Losses on purchases of debt and extinguishment of other financing
 

 
195

 

Provision for legal contingencies
 
100

 

 

Net income attributable to noncontrolling interests
 
(30
)
 
(39
)
 
(38
)
Other
 
2

 
(2
)
 
(3
)
 
 
 
 
 
 
 
Adjusted EBITDA(a)
 
$
1,236

 
$
1,277

 
$
1,325

 
 
 
 
 
NINE MONTHS ENDED:
 
September 30,
2014
 
September 30,
2013
 
 
 
 
 
EBITDA
 
$
4,499

 
$
3,904

 
 
 
 
 
Adjustments:
 
 
 
 
Unrealized gains on natural gas, oil and NGL derivatives
 
(479
)
 
(238
)
Restructuring and other termination costs
 
12

 
203

Impairments of fixed assets and other
 
75

 
347

Net gains on sales of fixed assets
 
(201
)
 
(290
)
Impairment of investments
 
5

 
10

Net (gains) losses on sales of investments
 
(67
)
 
7

Losses on purchases of debt and extinguishment of other financing
 
195

 
70

Provision for legal contingencies
 
100

 

Net income attributable to noncontrolling interests
 
(110
)
 
(127
)
Other
 

 
(3
)
 
 
 
 
 
Adjusted EBITDA(a)
 
$
4,029

 
$
3,883


(a)
Adjusted ebitda excludes certain items that management believes affect the comparability of operating results. The company believes these non-GAAP financial measures are a useful adjunct to ebitda because:
(i)
Management uses adjusted ebitda to evaluate the company's operational trends and performance relative to other natural gas and oil producing companies.
(ii)
Adjusted ebitda is more comparable to estimates provided by securities analysts.
(iii)
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the company generally excludes information regarding these types of items.


16


SCHEDULE "A”
CHESAPEAKE ENERGY CORPORATION
MANAGEMENT’S OUTLOOK AS OF NOVEMBER 5, 2014

Chesapeake periodically provides management guidance on certain factors that affect the company’s future financial performance. The primary changes from the company’s August 6, 2014 Outlook are in italicized bold below.
 
Year Ending
12/31/2014
Production (adjusted for asset sales)(a):
 
Liquids
29 – 33%
Oil
11 – 15%
NGL(b)
63 – 68%
Natural gas
4 – 6%
     Total Adjusted Production
9 – 12%
 
 
Daily Equivalent Rate - mboe
695 – 705
NYMEX Price(c) (for calculation of realized hedging effects only):
 
Oil - $/bbl
$97.21
Natural gas - $/mcf
$4.41
Estimated Realized Hedging Effects(d) (based on assumed NYMEX prices above):
 
Oil - $/bbl
($7.31)
Natural gas - $/mcf
($0.19)
Estimated Basis/Gathering/Marketing/Transportation Differentials to NYMEX Prices:
 
Oil - $/bbl
$5.00 – 7.00
NGL - $/bbl
$72.00 – 76.00
Natural gas - $/mcf
$1.80 – 1.90
Operating Costs per Boe of Projected Production:
 
Production expense
$4.25 – 4.75
Production taxes
$0.90 – 1.00
General and administrative(e) 
$1.20 – 1.30
Share-based compensation (noncash)
$0.15 – 0.20
DD&A of natural gas and liquids assets
$10.00 – 11.00
Depreciation of other assets
$0.90 – 1.00
Interest expense(f)
$0.65 – 0.75
Other ($ millions):
 
Marketing, gathering and compression net margin(g) 
$25 – 50
Net income attributable to noncontrolling interests and other(h)
($115 – 145)
Book Tax Rate
38%
Weighted Average Shares Outstanding (in millions):
 
Basic
657 – 661
Diluted
775 – 779
Operating Cash Flow before Changes in Assets and Liabilities ($ in millions) (c)(i)
$5,250 – 5,450
Total Capital Expenditures ($ in millions)(j)
$5,000 – 5,400
Capitalized interest, dividends and distributions ($ in millions)
$1,085 – 1,135

a)
Growth ranges based on 2013 production of 604 mboe/day adjusted for asset sales in 2013 and 2014, and excludes the previously announced Marcellus and Utica asset sale.
b)
Assumes ethane recovery in the Utica and southern Marcellus to fulfill Chesapeake’s pipeline commitments, no ethane recovery in the Rockies and partial ethane recovery in the Mid-Continent and Eagle Ford.
c)
Assumes NYMEX prices on open contracts of $90.00 per bbl and $4.00 per mcf. NYMEX natural gas and oil prices have been updated for actual contract prices through October and September, respectively.
d)
Includes expected settlements for commodity derivatives adjusted for option premiums. For derivatives closed early, settlements are reflected in the period of original contract expiration.
e)
Excludes expenses associated with share-based compensation and restructuring and other termination costs.
f)
Excludes unrealized gains (losses) on interest rate derivatives.
g)
Includes revenue and operating expenses and excludes depreciation and amortization of other assets
h)
Net income attributable to noncontrolling interests of Chesapeake Granite Wash Trust, CHK Utica, L.L.C. and CHK Cleveland Tonkawa, L.L.C. CHK Utica became wholly owned on July 29, 2014 when the company purchased CHK Utica preferred shares held by third parties.
i)
A non-GAAP financial measure. We are unable to provide reconciliation to projected cash provided by operating activities, the most comparable GAAP measure, because of uncertainties associated with projecting future changes in assets and liabilities.
j)
Includes capital expenditures for drilling and completion, unproved properties, geological and geophysical costs and other property, plant and equipment and excludes capitalized interest and our August 2014 exchange of northern PRB properties and approximately $450 million for RKI's southern PRB properties.



17


Natural Gas, Oil and NGL Hedging Activities
Chesapeake enters into natural gas, oil and NGL derivative transactions in order to mitigate a portion of its exposure to adverse changes in market prices. Please see the quarterly reports on Form 10-Q and annual reports on Form 10-K filed by Chesapeake with the SEC for detailed information about derivative instruments the company uses, its quarter-end and year-end derivative positions and accounting for natural gas, oil and NGL derivatives.
As of November 1, 2014, the company had downside protection on approximately 72% of its remaining projected 2014 natural gas production at an average price of $4.12 per thousand cubic feet of natural gas. Approximately 64% of the company's remaining projected 2014 oil production had downside protection at an average price of $94.22 per bbl.
The company’s natural gas hedging positions as of November 1, 2014 were as follows:
Open Natural Gas Swaps; Gains (Losses) from Closed
Natural Gas Trades and Call Option Premiums
 
 
 
 
 
 
 
Open Swaps
(bcf)
 
Avg. NYMEX
Price of
Open Swaps
 
Total Gains (Losses)
from Closed Trades
and Premiums for
Call Options
($ in millions)
Q4 2014
112
 
$
4.09

 
$
(21
)
Total 2015
112
 
$
4.35

 
$
(131
)
Total 2016 – 2022
0
 
-

 
$
(187
)
Natural Gas Three-Way Collars
 
 
 
 
 
 
Open Collars
(bcf)
Avg. NYMEX
Sold
Put Price
Avg. NYMEX
Bought
Put Price
Avg. NYMEX
Sold Call Price
Q4 2014
71
$
3.49

$
4.11

$
4.37

Total 2015
207
$
3.37

$
4.29

$
4.51

Natural Gas Collars
 
 
 
 
 
Open Collars
(bcf)
Avg. NYMEX
Bought
Put Price
Avg. NYMEX
Sold Call Price
Q4 2014
11
$
4.50

$
5.24

Natural Gas Net Written Call Options
 
 
 
 
Call Options
(bcf)
Avg. NYMEX
Strike Price
Total 2016 – 2020
193
$
9.92

Natural Gas Basis Protection Swaps
 
 
 
 
Volume
(bcf)
Avg. NYMEX minus
Q4 2014
34
(0.12
)
Total 2015
52
$
0.55

Total 2016 - 2022
8
$
(1.02
)


18


The company’s crude oil hedging positions as of November 1, 2014 were as follows:
Open Crude Oil Swaps; Gains (Losses) from Closed
Crude Oil Trades and Call Option Premiums
 
 
 
 
 
 
 
Open Swaps
(mbbls)
 
Avg. NYMEX
Price of
Open Swaps
 
Total Gains (Losses)
from Closed Trades
and Premiums for
Call Options
($ in millions)
Q4 2014
7,197
 
$
94.22

 
$
(49
)
Total 2015
12,457
 
$
94.58

 
$
236

Total 2016 – 2022
0
 

 
$
117

Crude Oil Three-Way Collars
 
 
 
 
 
 
Open Collars (mbbls)
Avg. NYMEX Sold Put Price
Avg. NYMEX Bought Put Price
Avg. NYMEX Ceiling Price
Total 2015
4,380
$
80.00

$
90.00

$
98.94

Crude Oil Net Written Call Options
 
 
 
 
Call Options
(mbbls)
Avg. NYMEX
Strike Price
Q4 2014
626
$
83.53

Total 2015
11,606
$
92.93

Total 2016 – 2017
24,220
$
100.07

Crude Oil Basis Protection Swaps
 
 
 
 
Volume
(mbbls)
Avg. NYMEX plus
Q4 2014
92
$
6.00




19