Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Oil, Natural Gas and NGL Derivatives

Our results of operations and cash flows are impacted by changes in market prices for oil, natural gas and NGL. To mitigate a portion of our exposure to adverse price changes, we have entered into various derivative instruments. These instruments allow us to predict with greater certainty the effective prices to be received for our share of production. We believe our derivative instruments continue to be highly effective in achieving our risk management objectives.

Our general strategy for protecting short-term cash flow and attempting to mitigate exposure to adverse oil, natural gas and NGL price changes is to hedge into strengthening oil and natural gas futures markets when prices reach levels that management believes are unsustainable for the long term, have material downside risk in the short term or provide reasonable rates of return on our invested capital. Information we consider in forming an opinion about future prices includes general economic conditions, industrial output levels and expectations, producer breakeven cost structures, liquefied natural gas trends, oil and natural gas storage inventory levels, industry decline rates for base production and weather trends.

We use derivative instruments to achieve our risk management objectives, including swaps, collars and options. All of these are described in more detail below. We typically use swaps and collars for a large portion of the oil and natural gas price risk we hedge. We have also sold calls, taking advantage of premiums associated with market price volatility.

We determine the volume potentially subject to derivative contracts by reviewing our overall estimated future production levels, which are derived from extensive examination of existing producing reserve estimates and estimates of likely production from new drilling. Production forecasts are updated at least monthly and adjusted if necessary to actual results and activity levels. We do not enter into derivative contracts for volumes in excess of our share of forecasted production, and if production estimates were lowered for future periods and derivative instruments are already executed for some volume above the new production forecasts, the positions would be reversed. The actual fixed price on our derivative instruments is derived from the reference NYMEX price, as reflected in current NYMEX trading. The pricing dates of our derivative contracts follow NYMEX futures. All of our commodity derivative instruments are net settled based on the difference between the fixed price as stated in the contract and the floating-price payment, resulting in a net amount due to or from the counterparty.

We review our derivative positions continuously and if future market conditions change and prices are at levels we believe could jeopardize the effectiveness of a position, we will mitigate this risk by either negotiating a cash settlement with our counterparty, restructuring the position or entering into a new trade that effectively reverses the current position. The factors we consider in closing or restructuring a position before the settlement date are identical to those we review when deciding to enter into the original derivative position. Gains or losses related to closed positions will be recognized in the month of related production based on the terms specified in the original contract.

We have determined the fair value of our derivative instruments utilizing established index prices, volatility curves and discount factors. These estimates are compared to counterparty valuations for reasonableness. Derivative transactions are also subject to the risk that counterparties will be unable to meet their obligations. This non-performance risk is considered in the valuation of our derivative instruments, but to date has not had a material impact on the values of our derivatives. Future risk related to counterparties not being able to meet their obligations has been partially mitigated under our commodity hedging arrangements which require counterparties to post collateral if their obligations to Chesapeake are in excess of defined thresholds. The values we report in our financial statements are as of a point in time and subsequently change as these estimates are revised to reflect actual results, changes in market conditions and other factors. See Note 11 of the notes to our consolidated financial statements included in Item 8 of this report for further discussion of the fair value measurements associated with our derivatives.

As of December 31, 2016, our oil, natural gas and NGL derivative instruments consisted of the following:

•Swaps: Chesapeake receives a fixed price and pays a floating market price to the counterparty for the hedged commodity.
•Options: Chesapeake sells, and occasionally buys, call options in exchange for a premium. At the time of settlement, if the market price exceeds the fixed price of the call option, Chesapeake pays the counterparty the excess on sold call options, and Chesapeake receives the excess on bought call options. If the market price settles below the fixed price of the call options, no payment is due from either party.
•Collars: These instruments contain a fixed floor price (put) and ceiling price (call). If the market price exceeds the call strike price or falls below the put strike price, Chesapeake receives the fixed price and pays the market price. If the market price is between the put and the call strike prices, no payments are due from either party.
•Basis Protection Swaps: These instruments are arrangements that guarantee a fixed price differential to NYMEX from a specified delivery point. Chesapeake receives the fixed price differential and pays the floating market price differential to the counterparty for the hedged commodity.

As of December 31, 2016, we had the following open oil, natural gas and NGL derivative instruments:

Weighted Average PriceFair Value
VolumeFixedCallPutDifferentialAsset (Liability)
(mmbbl)($ per bbl)($ in millions)
Oil:
Swaps:
Short-term23$50.19$—$—$—$(140)
Call Options (sold):
Short-term5$—$83.50$—$—(1)
Total Oil$(141)
(tbtu)($ per mmbtu)
Natural Gas:
Swaps:
Short-term599$3.07$—$—$—$(336)
Long-term120$3.13$—$—$—(13)
Collars:
Short-term23$—$3.48$3.00$—(8)
Long-term37$—$3.25$3.00$—(1)
Call Options (sold):
Short-term48$—$9.43$—$——
Long-term66$—$12.00$—$——
Basis Protection Swaps:
Short-term30$—$—$—$(0.11)(4)
Long-term1$—$—$—$(0.98)(1)
Total Natural Gas$(363)
(mmgal)($ per mgal)
NGL:
Ethane Swaps:
Short-term53$0.28$—$—$—$—
Total NGL$—
Total Oil, Natural Gas and NGL$(504)

In addition to the open derivative positions disclosed above, as of December 31, 2016, we had nominal derivative gains related to settled contracts for future production periods that will be recorded within oil, natural gas and NGL sales as realized gains (losses) on derivatives once they are transferred from either accumulated other comprehensive income or unrealized gains (losses) on derivatives in the month of related production, based on the terms specified in the original contract as noted below.

December 31, 2016
($ in millions)
Short-term$82
Long-term(82)
Total$—

The table below reconciles the changes in fair value of our oil and natural gas derivatives during 2016. Of the $504 million fair value liability as of December 31, 2016, a $489 million liability relates to contracts maturing in the next 12 months and a $15 million liability relates to contracts maturing after 12 months. All open derivative instruments as of December 31, 2016 are expected to mature by December 31, 2022.

December 31, 2016
($ in millions)
Fair value of contracts outstanding, as of January 1, 2016$267
Change in fair value of contracts(546)
Contracts realized or otherwise settled(230)
Fair value of contracts closed5
Fair value of contracts outstanding, as of December 31, 2016$(504)

The change in oil and natural gas prices during 2016 decreased the asset related to our derivative instruments by $546 million. This unrealized loss is recorded in oil, natural gas and NGL sales. We settled contracts in 2016 that were in an asset position for $230 million. We terminated contracts that were in a liability position for $5 million. Realized gains and losses will be recorded in oil, natural gas and NGL sales in the month of related production.

Interest Rate Derivatives

The table below presents principal cash flows and related weighted average interest rates by expected maturity dates, using the earliest demand repurchase date for contingent convertible senior notes. As of December 31, 2016, we had total debt of $9.989 billion, including $8.109 billion of fixed rate debt at interest rates averaging 6.66% and $1.880 billion of floating rate debt at an interest rate of 7.62%.

Years of Maturity
20172018201920202021ThereafterTotal
($ in millions)
Liabilities:
Debt – fixed rate(a)$506$264$—$1,061$820$5,458$8,109
Average interest rate5.47%3.46%—%6.68%5.88%7.03%6.66%
Debt – variable rate$—$—$380$—$1,500$—$1,880
Average interest rate—%—%4.13%—%8.50%—%7.62%

(a)This amount does not include the premium, discount and deferred financing costs included in debt of $449 million and interest rate derivatives of $3 million.

Changes in interest rates affect the amount of interest we earn on our cash, cash equivalents and short-term investments and the interest rate we pay on borrowings under our revolving credit facility, term loan and our floating rate senior notes. All of our other indebtedness is fixed rate and, therefore, does not expose us to the risk of fluctuations in earnings or cash flow due to changes in market interest rates. However, changes in interest rates do affect the fair value of our fixed-rate debt.

From time to time, we enter into interest rate derivatives, including fixed-to-floating interest rate swaps (we receive a fixed interest rate and pay a floating market rate) to mitigate 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, 2016, there were no interest rate derivatives outstanding.

As of December 31, 2016, we had $14 million of net gains related to settled derivative contracts that will be recorded within interest expense as realized gains or losses once they are transferred from our senior note liability or within interest expense as unrealized gains or losses over the remaining seven-year term of our related senior notes.

Realized and unrealized (gains) or losses from interest rate derivative transactions are reflected as adjustments to interest expense on the consolidated statements of operations.

Foreign Currency Derivatives

In December 2006, we issued €600 million of 6.25% Euro-denominated Senior Notes due 2017. Concurrent with the issuance of the euro-denominated senior notes, we entered into cross currency swaps to mitigate our exposure to fluctuations in the euro relative to the dollar over the term of the senior notes. In May 2011, we purchased and subsequently retired €256 million in aggregate principal amount of these senior notes following a tender offer, and we simultaneously unwound the cross currency swaps for the same principal amount. In 2016, in connection with our tender offers, we retired €56 million in aggregate principal amount of our 6.25% Euro-denominated Senior Notes due 2017, and we simultaneously unwound the cross currency swaps for the same principal amount at a cost of $13 million. Under the terms of the remaining cross currency swaps, on each semi-annual interest payment date, the counterparties pay us €8 million and we pay the counterparties $12 million, which yields an annual dollar-equivalent interest rate of 7.491%. Upon maturity of the notes, the counterparties will pay us €246 million and we will pay the counterparties $327 million. The terms of the cross currency swaps were based on the dollar/euro exchange rate on the issuance date of $1.3325 to €1.00. Through the cross currency swaps, we have eliminated any potential variability in our expected cash flows related to changes in foreign exchange rates and therefore the swaps are designated as cash flow hedges. The fair values of the cross currency swaps are recorded on the consolidated balance sheets as liabilities of $73 million and $52 million as of December 31, 2016 and 2015, respectively. The euro-denominated debt in long-term debt has been adjusted to $258 million as of December 31, 2016, using an exchange rate of $1.0517 to €1.00.

Supply Contract Derivatives

As discussed in Note 11 of the notes to our consolidated financial statements included in Item 8 of this report, we enter into supply contracts in the normal course of business under which we commit to deliver a predetermined quantity of natural gas to certain counterparties in an attempt to earn attractive margins. Under certain contracts, we receive a sales price that is based on the price of a product other than natural gas thereby creating an embedded derivative requiring bifurcation. The prices of the products other than natural gas are unobservable. We engage an independent third-party valuation firm to value these supply contracts. The products being valued other than natural gas are sensitive to pricing fluctuations and some of these fluctuations could be material. Changes to the value of these contracts are recorded as mark-to-market adjustments to marketing, gathering and compression revenues in our consolidated financial statements.

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