Expand Energy (EXE) 10-K risk factor changes: FY2022 vs FY2021

[removed: - Negative] [added: For more information see our risk factor titled *“Negative] public perception regarding us or our industry could have an adverse effect on our [removed: operations.][added: operations.”*]

[removed: - The oil and] [added: The] gas [added: and oil] exploration and production industry is very competitive; some of our competitors have greater financial and other resources than we do, and there is competition to attract and retain [removed: talent,] [added: talent] and competition over access to certain industry [removed: equipment.][added: equipment.]

[removed: - Oil, natural gas] [added: Natural gas, oil] and NGL prices fluctuate widely, and lower prices for an extended period of time are likely to have a material adverse effect on our [removed: business.][added: business.]

[removed: - The] [added: The] ongoing [removed: coronavirus (COVID-19)] [added: COVID-19] pandemic and related economic [removed: turmoil] [added: turmoil, including supply chain constraints,] have [removed: affected] [added: affected,] and could continue to adversely [removed: affect] [added: affect,] our business, financial condition, results of operations and cash [removed: flows.][added: flows.]

[removed: - If] [added: If] commodity prices fall or drilling efforts are unsuccessful, we may be required to record write downs of the carrying value of our [removed: oil and] natural gas [removed: properties.][added: and oil properties.]

[removed: - Oil and natural] [added: Natural] gas [added: and oil] operations are uncertain and involve substantial costs and [removed: risks.][added: risks.]

[removed: - Our] [added: Our] ability to produce [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our operations or are unable to dispose of or recycle the water we use economically and in an environmentally safe [removed: manner.][added: manner.]

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

[removed: - Cyber-attacks] [added: Cyber-attacks] targeting systems and infrastructure used by the [removed: oil and] gas [added: and oil] industry and related regulations may adversely impact our operations and, if we or our third-party providers are unable to obtain and maintain adequate protection for our [added: key systems and] data, our business may be [removed: harmed.][added: harmed.]

[removed: - Increasing] [added: Increasing] attention to [removed: environmental, social and governance] [added: ESG] matters [added: and our ability to achieve and maintain ESG certifications, goals and commitments] may impact our business, financial results or stock [removed: price.][added: price.]

[removed: - Military] [added: Military] and other armed conflicts, including terrorist activities, [added: and related price volatility and geopolitical instability] could materially and adversely affect our business and results of [removed: operations.][added: operations.]

[removed: The occurrence of one or more of these] [added: Any such] events could have a material [removed: and] adverse effect on our [removed: operations,] [added: results of operations or] financial [removed: condition and reputation.][added: condition.]

Projections are inherently subject to substantial and numerous uncertainties and to a wide variety of significant business, economic and competitive [removed: risks] [added: risks,] and the assumptions underlying the projections and/or valuation estimates may prove to be [removed: wrong] [added: incorrect] in material respects.

Additionally, environmental groups, landowners, local groups and other advocates may oppose our operations through organized protests, attempts to block or sabotage our operations or those of our midstream transportation providers, encourage capital providers to divest of their interests in us or our industry, intervene in regulatory or administrative proceedings involving our assets or those of our midstream transportation providers, or file lawsuits or other actions [added: designed to prevent, disrupt or delay the development or operation of our assets and business or those of our midstream transportation providers.]

These actions may cause operational delays or restrictions, increased operating costs, additional regulatory burdens and increased risk of [removed: litigation.][added: litigation, as well as potentially reducing our ability to execute routine or strategic business partnerships.]

A change in control of [removed: national] [added: national, state] or local governments, including the U.S. presidential administration, Congress, state or local governments, and governments of other countries may also result in uncertainty regarding the degree to which there will be increased restrictions on [removed: oil and] [added: natural] gas [added: and oil] production activities, which could materially adversely affect our industry and our financial condition and results of operations.

Members of the investment community have also begun to screen companies such as ours for sustainability performance, including practices related to GHGs and climate change, before investing in our common [removed: units.][added: stock or providing financing.]

Any efforts to improve our sustainability practices in response to these pressures may increase our costs, [added: regardless of whether such efforts are successful,] and we may be forced to implement technologies that are less economically efficient or are not economically viable in order to improve our sustainability performance and to meet the specific requirements to perform services for certain customers.

We face competition in every aspect of our business, including, but not limited to, buying and selling reserves and leases, obtaining goods and services needed to operate our business and marketing [removed: oil,] natural [removed: gas] [added: gas, oil] or NGL.

Our revenues, results of operations, profitability, liquidity, leverage ratio and ability to grow and invest in capital expenditures depend primarily upon the prices we receive for the [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL we sell.

Low [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL prices can negatively affect the amount of cash available for capital expenditures, debt service and debt repayment and our ability to borrow money or raise additional capital and, as a result, could have a material adverse effect on our financial condition, results of operations, cash flows and reserves.

In addition, periods of low [removed: oil and] natural gas [added: and oil] prices may result in a reduction of the carrying value of our [removed: oil and] natural gas [added: and oil] properties due to recognizing impairments in proved and unproved properties.

Volatility in [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL prices may result from factors that are beyond our control, including:

- domestic and worldwide supplies of [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL, including U.S. inventories of [removed: oil and] natural gas [added: and oil] reserves;

- U.S. exports of [removed: oil,] natural gas, [added: oil,] liquefied natural gas and NGL;

- political instability or armed conflict in [removed: oil and] natural gas [added: and oil] producing [removed: regions;][added: regions, including in connection with the ongoing conflict between Russia and Ukraine;]

These factors and the volatility of the energy markets make it extremely difficult to predict future [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL price movements.

The global spread of COVID-19 created significant volatility, uncertainty, and economic [removed: disruption during 2020 and 2021,] [added: disruption, including supply chain constraints, commencing in 2020,] and threatens to [added: continue to] do [removed: the same] [added: so] in [removed: 2022.][added: 2023.]

[removed: Oil and natural] [added: Natural] gas [added: and oil] prices are expected to continue to be volatile as a result of the ongoing COVID-19 pandemic and [added: other geopolitical factors, and] as changes in [removed: oil and] natural gas [added: and oil] inventories, industry demand and national and economic performance are reported, and we cannot predict when prices will improve and stabilize.

Due to numerous uncertainties, we cannot at this time predict the full impact that COVID-19 or the significant disruption and volatility currently being experienced in the [removed: oil and] natural gas [added: and oil] markets will have on our business, financial condition and results of operations.

We have been required to write down the carrying value of certain of our [removed: oil and] natural gas [added: and oil] properties in the past, and there is a risk that we will be required to take additional writedowns in the future.

Writedowns may occur in the future when [removed: oil and] natural gas [added: and oil] prices are low, or if we have downward adjustments to our estimated proved reserves, increases in our estimates of operating or development costs, or due to the anticipated sale of properties.

The successful efforts method of accounting requires that we periodically review the carrying value of our [removed: oil and] natural gas [added: and oil] properties for possible impairment.

We may be required to write down the carrying value of a property based on [removed: oil and] natural gas [added: and oil] prices at the time of the impairment review, or as a result of continuing evaluation of drilling results, production data, economics, divestiture activity, and other factors.

See [removed: *Impairment of Oil and Natural Gas Properties*] [added: *Impairments* within Critical Accounting Estimates] included in Item 7 of this report for further information.

Our ability to generate operating cash flow is subject to a number of risks and variables, such as the level of production from existing wells, prices of [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL, our success in developing and producing new reserves and the other risk factors discussed herein.

Our forecasted [removed: 2022] [added: 2023] capital expenditures, inclusive of capitalized interest, are [removed: $1.5] [added: $1.765] - [removed: $1.8] [added: $1.835] billion compared to our [removed: 2021] [added: 2022] capital spending level of [removed: $746 million.][added: $1.9 billion.]

Management continues to review operational plans for [removed: 2022] [added: 2023] and beyond, which could result in changes to projected capital expenditures and projected revenues from sales of [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL.

If we are unable to fund our capital expenditures as planned, we could experience a curtailment of our exploration and development activity, a loss of properties and a decline in our [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL reserves.

Our future success depends largely upon our ability to find, develop or acquire additional [removed: oil and] natural gas [added: and oil] reserves that are economically recoverable.

Certain financial institutions, funds and other sources of capital have also elected to restrict or eliminate their investment in certain fossil fuel-related activities.

For example, many large financial institutions have announced commitments to reduce the emissions associated with their financing activities, such as through the Glasgow Financial Alliance for Net Zero (“GFANZ”), whose members represent over $130 trillion in capital subject to a goal of net zero financed emissions by 2050.

- there will not be delays in closing, lower than expected sales proceeds for the disposed assets or business, residual liabilities, or post-closing claims for indemnification;

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Further, the COVID-19 pandemic has increased our exposure to potential cybersecurity breaches as a result of global remote working dynamics for our customers, employees and third-party providers that present additional risk that threat actors may seek to engage in social engineering (for example, phishing) and to exploit vulnerabilities in corporate and non-corporate networks.

For example, we are subject to various state privacy laws, such as the California Consumer Privacy Act (“CCPA”), which came into effect in January, 2020, and the California Privacy Rights Act (“CPRA”), which expands upon the CCPA and came into effect in January 2023 (with a lookback period until January 2022).

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

Moreover, any changes in ambient temperatures may impact demand for natural gas if it results in lower energy needs for, among other things, temperature control.

While concerns over energy security have, in some situations, seen increased demand for natural gas, sustained concerns over energy security may result in an accelerated adoption of renewable energy and other alternative energy generation or storage, or energy efficiency, technologies.

Any such accelerated adoption of alternative energy sources or energy efficiency improvements may decrease demand for our products or otherwise adversely impact our business or results of operations.

The global market is also currently experiencing inflationary pressure, including rising fuel costs, a tightening steel market and labor and supply chain shortages, which could result in increases to our operating and capital costs that are not fixed.

For example, in late February 2022, Russia launched a military invasion against Ukraine.

Sustained conflict and disruption in the region is likely in the near term, and the longer-term duration of the war is uncertain.

The Russian invasion has caused, and could intensify, volatility in natural gas, oil and NGL prices, driving a sharp upward spike in the short term, and may have an impact on global growth prospects, which could in turn affect demand for natural gas and oil.

Any such volatility, impacts on demand and disruptions may also magnify the impact of other risk factors described in this report.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

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The federal district court in Louisiana issued a permanent injunction against the executive order on August 18, 2022, limited to the thirteen plaintiff states, Louisiana, Alabama, Alaska, Arkansas, Georgia, Mississippi, Missouri, Montana, Nebraska, Oklahoma, Texas, Utah, and West Virginia.

At both the federal and state level, for example, there are an increasing number of legislative initiatives and proposals that may lead to reduced demand for fossil fuels such as oil and gas.

These include certain tax advantages and other subsidies to support alternative energy sources or that mandate the use of specific fuels or technologies, in addition to the promotion of research into new technologies to reduce the cost and increase the scalability of alternative energy sources.

The IRA, signed by President Biden in August 2022, provides significant funding and incentives for research, development and implementation of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change.

The IRA also includes a methane emissions reduction program that amends the Clean Air Act to include a Methane Emissions and Waste Reduction Incentive Program for petroleum and natural gas systems.

This program requires the EPA to impose a “waste emissions charge” on certain natural gas and oil sources that are already required to report under EPA’s Greenhouse Gas Reporting Program.

The Pipeline and Hazardous Materials Safety Administration (PHMSA) has established a series of rules that require pipeline operators to develop and implement integrity

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In November 2021, PHMSA issued a final rule that expands certain federal pipeline safety requirements to all onshore gas gathering pipelines, regardless of size or location.

The final rule establishes two new types of onshore gas gathering pipelines subject to varying degrees of regulation: all onshore gathering line operators are now subject to PHMSA’s annual reporting and incident reporting requirements, and certain previously unregulated rural gas gathering lines must now comply with PHMSA damage prevention and, depending on the size of the pipeline, construction and operational requirements.

The final rule became effective on May 16, 2022.

State and federal regulatory agencies have also recently focused on a possible connection between the operation of injection wells used for natural gas and oil waste disposal and seismic activity.

The EPA issued a supplemental proposed rule on November 15, 2022 to update, strengthen and expand its November 2021 proposed rule.

The supplemental proposed rule would impose more stringent requirements on the natural gas and oil industry.

The rule is expected to be finalized in 2023.

Additionally, on November 30, 2022, the BLM issued a proposed rule to reduce the methane waste from venting, flaring, and leaks during oil and gas production activities on Federal and Indian leases.

Once finalized, these regulations are likely to be subject to legal challenge.

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| | | |

| --- | --- | --- |

| Summary Risk Factors | | |

| Risks Related to our Emergence from Bankruptcy | | |

- We recently emerged from bankruptcy, which may adversely affect our business and relationships.

- Our actual financial results after emergence from bankruptcy may not be comparable to our historical financial information as a result of the implementation of the Plan and the transactions contemplated thereby.

| Risks Related to Operating our Business | | |

- Conservation measures and technological advances could reduce demand for natural gas and oil.

- Significant capital expenditures are required to replace our reserves and conduct our business.

- If we are not able to replace reserves, we may not be able to sustain production.

- The actual quantities of and future net revenues from our proved reserves may be less than our estimates.

- Our development and exploratory drilling efforts and our well operations may not be profitable or achieve our targeted returns.

- Certain of our undeveloped properties are subject to leases that will expire over the next several years unless production is established on units containing the acreage or the leases are renewed.

- Our commodity price risk management activities may limit the benefit we would receive from increases in commodity prices, may require us to provide collateral for derivative liabilities and involve risk that our counterparties may be unable to satisfy their obligations to us.

- Risks related to potential acquisitions or dispositions may adversely affect our business.

- Our operations may be adversely affected by pipeline, trucking and gathering system capacity constraints and may be subject to interruptions that could adversely affect our cash flow.

- Our operations could be disrupted by natural or human causes beyond our control.

| Financial Risks Related to our Business | | |

- We have significant capital needs, and our ability to access the capital and credit markets to raise capital on favorable terms is limited by industry conditions.

- Restrictive covenants in certain of our debt agreements could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.

- Changes in the method of determining the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with an alternative reference rate, may adversely affect interest expense related to outstanding debt.

| Risks Related to Recent and Pending Acquisitions | | |

- The Chief Acquisition may not be completed.

Failure to complete the Chief Acquisition could negatively impact the price of shares of our common stock, as well as our future business and financial results.

- The synergies attributable to the Vine Acquisition, or Chief Acquisition, if consummated, may vary from expectations, and we will be subject to business uncertainties for a period of time after the closing of the Vine Acquisition and Chief Acquisition, if consummated, which could adversely affect the combined company after these acquisitions.

These uncertainties could include, but may not be limited to, loss of key personnel, retention of customer or supplier contracts or relationships, and litigation in connection with the Chief Acquisition.

| Legal and Regulatory Risks | | |

- We are subject to extensive governmental regulation, which can change and could adversely impact our business.

- Environmental and regulatory matters and related costs can be significant.

- The taxation of independent producers is subject to change, and changes in tax law could increase our cost of doing business.

- Trading in our new common stock, additional issuances of new common stock, and certain other stock transactions could lead to a second, potentially more restrictive annual limitation on the utilization of our tax attributes reducing their ability to offset future taxable income, which may result in an increase to income tax liabilities.

| General Risk Factors | | |

- A deterioration in general economic, political, business or industry conditions would have a material adverse effect on our results of operations, liquidity and financial condition.

We recently emerged from bankruptcy, which may adversely affect our business and relationships.

It is possible that our having filed for bankruptcy and our recent emergence from bankruptcy may adversely affect our business and relationships with customers, vendors, contractors or employees.

Due to uncertainties, many risks exist, including the following:

- key vendors or other contract counterparties may terminate their relationships with us or require additional financial assurances or enhanced performance from us;

- our ability to renew existing contracts and compete for new business may be adversely affected;

- our ability to attract, motivate and/or retain key executives may be adversely affected; and

- competitors may take business away from us, and our ability to attract and retain customers may be negatively impacted.

We are an independent exploration and production company engaged in the acquisition, exploration and development of properties to produce [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL from underground reservoirs.

We own a large [removed: and geographically diverse] portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately [removed: 8,200 oil and] [added: 8,400] natural gas [removed: wells.][added: and oil wells as of December 31, 2022.]

[removed: Upon closing of the Chief Acquisition and divestiture of our assets in the Powder River Basin in Wyoming, our portfolio will be focused on three operating areas including the] [added: Our] natural gas resource plays [removed: in] [added: are] the Marcellus Shale in the northern Appalachian Basin in Pennsylvania (“Marcellus”) and the Haynesville/Bossier Shales in northwestern Louisiana [removed: (“Haynesville”) and the liquids-rich resource play in the Eagle Ford Shale in South Texas (“Eagle Ford”).][added: (“Haynesville”).]

We continue to focus on improving margins through operating efficiencies and financial discipline and improving our [removed: Environmental, Social, and Governance (“ESG”)] [added: ESG] performance.

We also intend to continue to dedicate capital to projects that reduce the environmental impact of our [removed: oil and] natural gas [added: and oil] producing activities.

We continue to seek opportunities to reduce cash costs (production, gathering, processing and transportation and general and [removed: administrative) per barrel of oil equivalent production] [added: administrative),] through operational efficiencies [removed: by, among other things,] [added: and] improving our production volumes from existing wells.

To meet this challenge, we have set meaningful [removed: initial] goals including:

- Reduce our methane intensity to [removed: 0.09%] [added: 0.02%] by 2025 (achieved [removed: 0.08%] [added: approximately 0.05%] in [removed: 2021);] [added: 2022);] and

In July 2021, we announced our plan to receive independent certification of our natural gas production under the MiQ methane standard and [removed: EO100] [added: EO100™] Standard for Responsible Energy Development.

The MiQ certification [removed: will provide] [added: provides] a verified approach to tracking our commitment to reduce our methane [removed: intensity to 0.09% by 2025,] [added: intensity,] as well as support our overall objective of achieving net-zero [removed: direct] [added: Scope 1 and 2] greenhouse gas emissions by 2035.

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Our results of operations as reported in our consolidated financial statements for the [removed: 2021] [added: 2022] Successor Period, 2021 [removed: Predecessor] [added: Successor] Period, [removed: 2020] [added: 2021] Predecessor Period and [removed: 2019] [added: 2020] Predecessor Period are in accordance with GAAP.

We believe the key performance [removed: indicators] [added: indicators,] such as operating revenues and expenses for the 2021 Successor Period combined with the 2021 Predecessor [removed: Period] [added: Period,] provide more meaningful comparisons to other periods and are useful in understanding operational trends.

On November 1, 2021, we completed our [removed: acquisition of] Vine [added: Acquisition] pursuant to a definitive agreement with Vine dated August 10, 2021.

[removed: The transaction strengthens] [added: These transactions strengthen] Chesapeake’s competitive position, meaningfully increasing our [removed: Free Cash Flow outlook] [added: operating cash flows] and [removed: deepening our] [added: adding high quality producing assets and a deep] inventory of premium [removed: natural gas] [added: drilling] locations, while preserving the strength of our balance sheet.

[removed: *Chief Acquisition and] [added: |] Powder River Basin [removed: Divestiture*][added: | | | | | | 20 | | | | | | 66 | | | | | | 13 | | | | | | 99 | | |]

[removed: These transactions,] [added: This transaction,] which [removed: are] [added: is] subject to certain customary closing conditions, including certain regulatory approvals, [removed: are] [added: is] expected to close in the first quarter of [removed: 2022.][added: 2023.]

See [removed: Item 1 Business, Item 3 Legal Proceedings, Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities] [added: [Note 2](#i3cdecc161ea54441877b6c1706827d09_145)] and [Note [removed: 2](#i56d3efaf87e44ef19c39e9891c0aff07_148)] [added: 3](#i3cdecc161ea54441877b6c1706827d09_148)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for a [removed: complete] discussion of [removed: our] [added: the] Chapter 11 [removed: proceedings.][added: Cases and for discussion of adoption of fresh start accounting.]

*COVID-19 Pandemic and Impact on Global Demand for [removed: Oil and] Natural [removed: Gas*][added: Gas and Oil*]

The global spread of [removed: COVID-19, created, and continues to create,] [added: COVID-19 created] significant volatility, uncertainty, and economic disruption [removed: during 2020 through 2021.][added: commencing in 2020, and threatens to continue to do so in 2023.]

The [added: ongoing] pandemic has [removed: reached more than 200 countries and territories and has] resulted in widespread adverse impacts on the global economy and on our customers and other parties with whom we have business relations.

While we cannot predict the full impact that COVID-19 [added: and its variants,] or the related significant disruption and volatility in the [removed: oil and] natural gas [added: and oil] markets will have on our business, cash flows, liquidity, financial condition and results of operations, we believe [removed: demand is recovering] [added: our cost structure] and [removed: prices will continue] [added: liquidity position us well] to [removed: be positively impacted in the near term.][added: address continued price and demand volatility.]

For the [removed: 2021] [added: 2022] Successor Period, our primary sources of capital resources and liquidity have consisted of internally generated cash flows from [removed: operations,] [added: operations] and [added: borrowings under] our [added: credit agreements, and our] primary uses of cash have been for the development of our [removed: oil and] natural gas [added: and oil] properties, acquisitions of additional [removed: oil and] natural gas properties and return of value to [removed: shareholders] [added: stockholders] through [removed: dividends.][added: dividends and equity repurchases.]

We believe we have emerged from the Chapter 11 Cases as a fundamentally stronger company, built to generate sustainable Free Cash Flow with a strengthened balance sheet, [removed: geographically diverse asset base] [added: large portfolio of onshore U.S. unconventional natural gas] and [removed: continuously] [added: liquids assets and] improving ESG performance.

We believe our cash flow from operations, cash on hand and borrowing capacity under the [removed: Exit] [added: New] Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $2.625] [added: $1.0] billion of liquidity available, including [removed: $905] [added: $130] million of cash on hand and [removed: $1.720] [added: $0.9] billion of aggregate unused borrowing capacity available under the [removed: Exit] [added: New] Credit Facility.

See [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_157) [6](#i56d3efaf87e44ef19c39e9891c0aff07_157)] [added: [Note 6](#i3cdecc161ea54441877b6c1706827d09_157)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of our debt obligations, including principal and carrying amounts of our senior notes.

[removed: We] [added: During the 2021 Successor Period, we] paid [added: common stock base] dividends of $119 [removed: million on our New Common Stock in the 2021 Successor Period.][added: million.]

[removed: On August 10, 2021,] [added: In March 2022,] we [removed: announced] [added: adopted] a variable return program that [removed: will result] [added: resulted] in the payment of an additional [removed: dividend, payable beginning in March 2022,] [added: variable dividend per share] equal to the sum of [added: the] Adjusted Free Cash Flow from the prior quarter less the base [added: quarterly] dividend, multiplied by 50%.

The Company’s ability to pay dividends to its stockholders is restricted by (i) Oklahoma corporate law, (ii) its Certificate of Incorporation, (iii) the terms and provisions of [added: the credit agreement governing] its [added: New] Credit [removed: Agreement] [added: Facility] and (iv) the terms and provisions of the indentures governing its 5.50% Senior Notes due 2026, 5.875% Senior Notes due 2029 and 6.75% [removed: senior notes] [added: Senior Notes] due 2029.

Our results of operations and cash flows are impacted by changes in market prices for [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL.

Our [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL derivative activities, when combined with our sales of [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL, allow us to better predict the total revenue we expect to receive.

See [Item [removed: 7A](#i56d3efaf87e44ef19c39e9891c0aff07_115)] [added: 7A](#i3cdecc161ea54441877b6c1706827d09_115)] Quantitative and Qualitative Disclosures About Market Risk included in Part II of this report for further discussion on the impact of commodity price risk on our financial position.

As of December 31, [removed: 2021,] [added: 2022,] our material contractual obligations include repayment of senior notes, outstanding borrowings and interest payment obligations under the [removed: Exit] [added: New] Credit Facility, derivative obligations, asset retirement obligations, lease obligations, [added: capital commitments relating to our investments,] undrawn letters of credit and various other commitments we enter into in the ordinary course of business that could result in future cash obligations.

In addition, we have contractual commitments with midstream companies and pipeline carriers for future gathering, processing and transportation of [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL to move certain of our production to market.

The estimated gross undiscounted future commitments under these agreements were approximately [removed: $3.83] [added: $4.3] billion as of December 31, [removed: 2021.][added: 2022.]

See [Notes [removed: 6](#i56d3efaf87e44ef19c39e9891c0aff07_157), [7](#i56d3efaf87e44ef19c39e9891c0aff07_160), [9](#i56d3efaf87e44ef19c39e9891c0aff07_169), [15](#i56d3efaf87e44ef19c39e9891c0aff07_187)] [added: 6](#i3cdecc161ea54441877b6c1706827d09_157), [7](#i3cdecc161ea54441877b6c1706827d09_160), [9](#i3cdecc161ea54441877b6c1706827d09_169), [15](#i3cdecc161ea54441877b6c1706827d09_187), [18](#i3cdecc161ea54441877b6c1706827d09_196)] and [removed: [23](#i56d3efaf87e44ef19c39e9891c0aff07_211)] [added: [2](#i3cdecc161ea54441877b6c1706827d09_211)[2](#i3cdecc161ea54441877b6c1706827d09_211)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

On the Effective Date, pursuant to the terms of the Plan, the Company, as borrower, entered into a reserve-based credit agreement [removed: (the “Credit Agreement”)] providing for the Exit Credit Facility which [removed: features] [added: featured] an initial borrowing base of $2.5 billion.

[removed: The] [added: Subject to certain exceptions, the] borrowing base will be redetermined [removed: semiannually] [added: semi-annually] on or around [removed: May 1] [added: April 15] and [removed: November 1] [added: October 15] of each year.

The Exit Credit Facility [removed: provides] [added: provided] for a $200 million sublimit of the aggregate commitments that [removed: are] [added: were] available for the issuance of letters of credit.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with management’s perspective on our financial condition, liquidity, results of operations and certain other factors that may affect our future results.

Our liquids-rich resource play is in the Eagle Ford Shale in South Texas (“Eagle Ford”).

In August 2022, we announced that we viewed the assets in Eagle Ford as non-core to our future capital allocation strategy, and in January 2023, we entered into an agreement to sell a portion of our Eagle Ford assets to WildFire Energy I LLC for $1.425 billion.

Additionally, in February 2023, we entered into an agreement to sell a portion of our remaining Eagle Ford assets to INEOS Energy for $1.4 billion.

Our strategy is to create shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of affordable, reliable, low carbon energy to the United States.

Our path to answering the call for affordable, reliable, low carbon energy begins with our goal to achieve net zero greenhouse gas emissions (Scope 1 and 2) by 2035.

- Reduce our GHG intensity to 3.0 metric tons CO2 equivalent per thousand barrel of oil equivalent by 2025 (achieved approximately 3.9 in 2022).

As of December 31, 2022, we have received certification for all our operated gas assets in Haynesville and Marcellus as responsibly sourced gas.

*Acquisitions*

On March 9, 2022, we completed our Marcellus Acquisition pursuant to definitive agreements with Chief, Radler and Tug Hill, Inc. dated January 24, 2022.

*Divestitures*

On March 25, 2022, we completed the sale of our Powder River Basin assets in Wyoming to Continental Resources, Inc. for $450 million in cash, subject to post-closing adjustments, which resulted in the recognition of a gain of approximately $293 million.

On January 17, 2023, we entered into an agreement to sell a portion of our Eagle Ford assets to WildFire Energy I LLC for $1.425 billion.

As of December 31, 2022, the assets and liabilities associated with this transaction were classified as held for sale.

On February 17, 2023 we entered into an agreement to sell a portion of our remaining Eagle Ford assets to INEOS Energy for $1.4 billion.

This transaction, which is subject to certain customary closing conditions, including certain regulatory approvals, is expected to close in the second quarter of 2023.

*Investments - Momentum Sustainable Ventures LLC*

During the fourth quarter of 2022, we entered into an agreement with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture and sequestration project, which will gather natural gas produced in the Haynesville Shale for re-delivery to Gulf Coast markets, including LNG export.

The pipeline is expected to have an initial capacity of 1.7 Bcf/d expandable to 2.2 Bcf/d.

The carbon capture portion of the project anticipates capturing and permanently sequestering up to 2.0 million tons per annum of CO2.

The natural gas gathering pipeline in-service is projected for the fourth quarter of 2024, and the carbon sequestration portion of the project is subject to regulatory approvals.

As of December 31, 2022, we have made capital contributions of $18 million to the project.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

*New Credit Facility*

On December 9, 2022, we entered into a new senior secured reserve-based revolving credit agreement providing for the New Credit Facility, which features an initial borrowing base of $3.5 billion and aggregate commitments of $2.0 billion.

The New Credit Facility includes terms that change favorably upon us receiving and maintaining investment grade ratings by S&P, Moody’s and/or Fitch and the satisfaction of certain other conditions.

The New Credit Facility matures in December 2027.

*Repurchases of Equity Securities and Dividends*

In June 2022, our Board of Directors authorized an increase in the size of our share repurchase program from $1.0 billion to up to $2.0 billion in aggregate value of our common stock and/or warrants.

During 2022, we repurchased approximately 11.7 million shares of our common stock pursuant to the share repurchase program and had $927 million available under the share repurchase program as of December 31, 2022.

In addition, we have paid dividends of approximately $1.2 billion, in aggregate, on our common stock during 2022.

In August 2022, we increased our quarterly base dividend by 10% to $0.55 per share beginning with the dividend that was paid on September 1, 2022.

*Warrant Exchange Offer*

In August 2022, we announced exchange offers relating to our outstanding Class A Warrants, Class B Warrants, and Class C Warrants.

The exchange offers expired in October 2022 and resulted in the issuance of 16,305,984 shares of our common stock in exchange for the cancellation of (i) 4,752,207 Class A Warrants, or approximately 51.4% of the outstanding Class A Warrants, at the time of exchange, (ii) 7,879,030 Class B Warrants, or approximately 64.1% of the outstanding Class B Warrants, at the time of exchange, and (iii) 7,252,004 Class C Warrants, or approximately 64.8% of the outstanding Class C Warrants, at the time of exchange.

*Russia’s Invasion of Ukraine; Volatility in Natural Gas, Oil and NGL Prices; and Inflationary Cost Pressures*

In late February 2022, Russia launched a military invasion against Ukraine.

The Russian invasion has caused, and could intensify, volatility in natural gas, oil and NGL prices, and may have an impact on global growth prospects, which could in turn affect demand for natural gas and oil.

This overall uncertainty resulted in stronger commodity prices during much of 2022.

Toward the end of 2022, markets began to stabilize, and this, coupled with a milder winter, has resulted in an observed decline in pricing in early 2023.

The following discussion and analysis presents management’s perspective of our business, financial condition and overall performance.

Our strategy is to create shareholder value by generating sustainable Free Cash Flow from our oil and natural gas development and production activities.

Our path to leading a responsible energy future begins with our initiative to achieve net-zero direct greenhouse gas emissions by 2035, which we announced in February 2021.

- Reduce our GHG intensity to 5.5 by 2025 (achieved 5.0 in 2021).

Certified natural gas was available in our Haynesville assets as of the end of 2021, and we expect it to be available in our legacy Marcellus assets by the end of the second quarter of 2022.

*Vine Acquisition*

On January 25, 2022, we announced our planned Chief Acquisition and the planned divestiture of our Powder River Basin assets.

In conjunction with the Vine Acquisition, these transactions simplify and refocus our asset portfolio, concentrating on three operating areas and advancing our highest-return assets in the Marcellus and Haynesville gas basins.

*Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer*

On April 27, 2021, we announced the departure of Doug Lawler from his positions as Chief Executive Officer and Director of Chesapeake, effective April 30, 2021.

Michael A.

Wichterich, the Chairman of our Board of Directors, served as Interim Chief Executive Officer while the Board of Directors conducted a search for a new Chief Executive Officer.

On October 11, 2021, we announced that the Board of Directors appointed Domenic “Nick” Dell’Osso Jr. as President and Chief Executive Officer and as member of the Board of Directors, effective October 11, 2021.

Additionally, on October 11, 2021, the Board of Directors appointed Michael A.

Wichterich, who resigned as Interim Chief Executive Officer upon the appointment of Mr. Dell’Osso, as Executive Chairman of the Company.

On November 30, 2021, we announced that the Board of Directors appointed Mohit Singh as Executive Vice President and Chief Financial Officer, effective December 6, 2021.

On January 25, 2022, we announced that the Board of Directors appointed Josh Viets as Executive Vice President and Chief Operating Officer, effective February 1, 2022.

*Emergence from Bankruptcy*

On the Petition Date, the Debtors filed the Chapter 11 Cases under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

On June 29, 2020, the Bankruptcy Court entered an order authorizing the joint administration of the Chapter 11 Cases under the caption *In re Chesapeake Energy Corporation*, Case No. 20-33233.

Subsidiaries with noncontrolling interests, consolidated variable interest entities and certain de minimis subsidiaries (collectively, the “Non-Filing Entities”) were not part of the bankruptcy filing.

The Non-Filing Entities continued to operate in the ordinary course of business.

The Bankruptcy Court confirmed the Plan and the Debtors entered the Confirmation Order on January 16, 2021.

The Debtors emerged from bankruptcy on the Effective Date.

In connection with our exit from bankruptcy, we filed a registration statement with the SEC to facilitate future sales of our equity by certain holders of our New Common Stock and warrants.

As of December 31, 2021, we had no outstanding borrowings under our Exit Credit Facility – Tranche A Loans, and $221 million in borrowings under our Exit Credit Facility – Tranche B Loans.

*Dividend*

With our strong liquidity position, we initiated a new dividend strategy in 2021.

See [Note 12](#i56d3efaf87e44ef19c39e9891c0aff07_178) for further discussion.

On February 23, 2022, we declared a quarterly dividend payable of $1.7675 per share, which will be paid on March 22, 2022 to stockholders of record at the close of business on March 7, 2022.

The dividend consists of a base quarterly dividend in the amount of $0.4375 per share and a variable quarterly dividend in the amount of $1.33 per share.

In January 2022, we announced our intent to increase the base quarterly dividend to $0.50 per share beginning in the second quarter of 2022.

Our borrowing base was reaffirmed in October 2021, and the next scheduled redetermination will be on or about May 1, 2022.

The Tranche B Loans can be repaid if no Tranche A Loans are outstanding.

*Pending Acquisition and Divestiture*

On January 24, 2022, we entered into a definitive agreement to acquire Chief and associated non-operated interests held by affiliates of Tug Hill, for $2.0 billion in cash and approximately 9.44 million common shares.

We currently expect to fund the Chief Acquisition with cash on hand, borrowings under our Exit Credit Facility and the proceeds from the planned Powder River Basin divestiture.

*Sources of Funds*

The decrease in the 2020 Predecessor Period is primarily the result of lower prices for the oil, natural gas and NGL we sold.

In the 2019 Predecessor Period, we divested certain non-core assets for approximately $130 million.

The term market risk relates to our risk of loss arising from adverse changes in [removed: oil,] natural gas, [added: oil] and NGL prices and interest rates.

Our results of operations and cash flows are impacted by changes in market prices for [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL, which have historically been volatile.

Our [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL derivative activities, when combined with our sales of [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL, allow us to predict with greater certainty the revenue we will receive.

See [Note [removed: 1](#i56d3efaf87e44ef19c39e9891c0aff07_187)[5](#i56d3efaf87e44ef19c39e9891c0aff07_187)] [added: 15](#i3cdecc161ea54441877b6c1706827d09_187)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of the fair value measurements associated with our derivatives.

For the [removed: combined 2021] [added: 2022] Successor [removed: and Predecessor Periods, oil,] [added: Period,] natural gas, [added: oil] and NGL revenues, excluding any effect of our derivative instruments, were [removed: $1.735] [added: $7.803] billion, [removed: $2.818] [added: $1.864] billion, and [removed: $246] [added: $225] million, respectively.

Based on production, [removed: oil,] natural gas, [added: oil] and NGL revenue for the [removed: combined 2021] [added: 2022] Successor [removed: and Predecessor Periods] [added: Period] would have increased or decreased by approximately [removed: $173] [added: $780] million, [removed: $282] [added: $186] million, and [removed: $25] [added: $23] million, respectively, for each 10% increase or decrease in prices.

As of December 31, [removed: 2021,] [added: 2022,] the fair values of our [removed: oil and] natural gas [added: and oil] derivatives were net liabilities of [removed: $358] [added: $501] million and [removed: net liabilities of $785] [added: $24] million, respectively.

A 10% increase in forward oil prices would decrease the valuation of oil derivatives by [removed: $95 million] [added: $22 million,] while a 10% decrease would increase the valuation by [removed: $95] [added: $22] million.

A 10% increase in forward natural gas prices would decrease the valuation of natural gas derivatives by approximately [removed: $270 million] [added: $324 million,] while a 10% decrease would increase the valuation by [removed: $269] [added: $321] million.

This fair value change assumes volatility based on prevailing market parameters at December 31, [removed: 2021.][added: 2022.]

See [Note [removed: 1](#i56d3efaf87e44ef19c39e9891c0aff07_187)[5](#i56d3efaf87e44ef19c39e9891c0aff07_187)] [added: 15](#i3cdecc161ea54441877b6c1706827d09_187)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further information on our open derivative positions.

Our exposure to interest rate changes relates primarily to borrowings under our [added: New Credit Facility and] Exit Credit Facility for the [added: 2022 Successor Period, the Exit Credit Facility for the] 2021 Successor Period and [added: the] pre-petition revolving credit facility and DIP Facility for the [removed: 2021, 2020] [added: 2021] and [removed: 2019] [added: 2020] Predecessor Periods.

Interest is payable on borrowings under [removed: the Exit Credit Facility, pre-petition revolving] [added: these] credit [removed: facility and DIP Credit Facility] [added: agreements] based on a floating rate.

See [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_157) [6](#i56d3efaf87e44ef19c39e9891c0aff07_157)] [added: [Note 6](#i3cdecc161ea54441877b6c1706827d09_157)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information.

A 1.0% increase in interest rates based on the variable borrowings as of December 31, [removed: 2021] [added: 2022] would result in an increase in our interest expense of approximately [removed: $2] [added: $11] million per year.

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

As of December 31, 2022, we had $1.05 billion of outstanding borrowings under our New Credit Facility.

As of December 31, 2021, we had no outstanding borrowings under our Exit Credit Facility - Tranche A Loans, and $221 million under our Exit Credit Facility - Tranche B Loans.

Changes in interest rates do affect the fair value of our fixed-rate debt.

We are an independent exploration and production company engaged in the acquisition, exploration and development of properties to produce [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL from underground reservoirs.

We own a large [removed: and geographically diverse] portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately [removed: 8,200] [added: 8,400] gross [removed: oil and] natural gas [added: and oil] wells.

To facilitate our discussion in this report, we refer to the post-emergence reorganized company as the “Successor” and the pre-emergence company as the “Predecessor.” See [Note [removed: 2](#i56d3efaf87e44ef19c39e9891c0aff07_148)] [added: 2](#i3cdecc161ea54441877b6c1706827d09_145)] and [Note [removed: 3](#i56d3efaf87e44ef19c39e9891c0aff07_2330)] [added: 3](#i3cdecc161ea54441877b6c1706827d09_148)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of our bankruptcy, the resulting reorganization and fresh start accounting.

On November 1, 2021, we completed our acquisition of Vine, an energy company focused on the development of natural gas properties in [removed: the over-pressured] stacked Haynesville and Mid-Bossier shale plays in Northwest Louisiana.

[removed: Chief] [added: Chief, Radler] and Tug Hill [removed: hold] [added: held] producing assets and an inventory of premium drilling locations in the Marcellus Shale in Northeast Pennsylvania.

On [removed: January 24,] [added: March 25,] 2022, we [removed: entered into an agreement to sell] [added: sold] our Powder River Basin assets in Wyoming to Continental Resources, Inc. for approximately $450 [removed: million in cash.][added: million.]

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

[removed: *Maintain low leverage and strong liquidity.* Subsequent to our emergence from Chapter 11 bankruptcy, we] [added: *Premier Balance Sheet.* We] believe that maintaining low net leverage is integral to our business strategy and will allow us to maintain lower fixed costs, improve our margins and maintain the flexibility of our capital program.

[removed: *Returns-focused capital reinvestment strategy.* Our business] [added: *Superior Capital Returns.* We consistently] focus [removed: will be] on optimizing the development of our [removed: large, geographically diverse] [added: large] resource base with a prioritization of generating high cash returns on capital invested.

As of December 31, [removed: 2021,] [added: 2022,] we held an interest in approximately [removed: 8,200] [added: 8,400] gross productive wells, including [removed: 6,500] [added: 6,700] wells in which we held a working interest and 1,700 wells in which we held an overriding or royalty interest.

Of the [removed: 6,500 (4,100] [added: 6,700 (4,300] net) wells in which we held a working interest, [removed: 3,000 (1,700] [added: 3,500 (2,100] net) wells were classified as productive natural gas wells and [removed: 3,500 (2,400] [added: 3,200 (2,200] net) wells were classified as productive oil wells.

During [removed: 2021, excluding sold properties,] [added: 2022,] we operated [removed: 5,700] [added: 6,000] gross wells and held a non-operating working interest in [removed: 800] [added: 700] gross wells.

We also completed [removed: 126] [added: 216] gross [removed: (74] [added: (151] net) wells as operator and participated in another [removed: 13] [added: 22] gross (1 net) wells completed by other operators.

We operate approximately [removed: 98%] [added: 99%] of our current daily production volumes.

| | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | |

| Productive | | | | | | [removed: 137] [added: 237] | | | | | | 100 | | | | | | [removed: 74] [added: 151] | | | | | | 100 | | | | | | [removed: 203] [added: 137] | | | | | | 100 | | | | | | [removed: 126] [added: 74] | | | | | | 100 | | | | | | [removed: 414] [added: 203] | | | | | | 100 | | | | | | [removed: 271] [added: 126] | | | | | | 100 | | |

| Total | | | | | | [removed: 137] [added: 237] | | | | | | 100 | | | | | | [removed: 74] [added: 151] | | | | | | 100 | | | | | | [removed: 203] [added: 137] | | | | | | 100 | | | | | | [removed: 126] [added: 74] | | | | | | 100 | | | | | | [removed: 414] [added: 203] | | | | | | 100 | | | | | | [removed: 271] [added: 126] | | | | | | 100 | | |

| Productive | | | | | | [removed: 2] [added: —] | | | | | | [removed: 100] [added: —] | | | | | | [removed: 1] [added: —] | | | | | | [removed: 100] [added: —] | | | | | | [removed: —] [added: 2] | | | | | | [removed: —] [added: 100] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 100] | | | | | | [removed: 1] [added: —] | | | | | | [removed: 20] [added: —] | | | | | | [removed: 1] [added: —] | | | | | | [removed: 20] [added: —] | | |

| Dry | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 100] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 100] | | | | | | [removed: 2] [added: —] | | | | | | [removed: 100] [added: —] | | | | | | [removed: 2] [added: —] | | | | | | [removed: 100] [added: —] | | | | | | [removed: 4] [added: 2] | | | | | | [removed: 80] [added: 100] | | | | | | [removed: 4] [added: 2] | | | | | | [removed: 80] [added: 100] | | |

| Total | | | | | | [removed: 2] [added: 1] | | | | | | 100 | | | | | | 1 | | | | | | 100 | | | | | | 2 | | | | | | 100 | | | | | | [removed: 2] [added: 1] | | | | | | 100 | | | | | | [removed: 5] [added: 2] | | | | | | 100 | | | | | | [removed: 5] [added: 2] | | | | | | 100 | | |

| | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Marcellus | | | | | | [removed: 83] [added: 103] | | | | | | [removed: 34] [added: 59] | | | | | | [removed: 79] [added: 83] | | | | | | [removed: 33] [added: 34] | | | | | | [removed: 44] [added: 79] | | | | | | [removed: 22] [added: 33] | | |

| Haynesville | | | | | | [removed: 40] [added: 83] | | | | | | [removed: 31] [added: 61] | | | | | | [removed: 21] [added: 40] | | | | | | [removed: 19] [added: 31] | | | | | | [removed: 22] [added: 21] | | | | | | [removed: 16] [added: 19] | | |

| Eagle Ford | | | | | | [removed: 12] [added: 52] | | | | | | [removed: 7] [added: 32] | | | | | | [removed: 86] [added: 12] | | | | | | [removed: 65] [added: 7] | | | | | | [removed: 233] [added: 86] | | | | | | [removed: 164] [added: 65] | | |

| Powder River Basin | | | | | | [removed: 4] [added: —] | | | | | | [removed: 3] [added: —] | | | | | | [removed: 12] [added: 4] | | | | | | [removed: 9] [added: 3] | | | | | | [removed: 75] [added: 12] | | | | | | [removed: 57] [added: 9] | | |

| Mid-Continent | | | | | | — | | | | | | — | | | | | | [removed: 5] [added: —] | | | | | | — | | | | | | [removed: 40] [added: 5] | | | | | | [removed: 12] [added: —] | | |

| Other | | | | | | — | | | | | | — | | | | | | [removed: 2] [added: —] | | | | | | [removed: 2] [added: —] | | | | | | [removed: 5] [added: 2] | | | | | | [removed: 5] [added: 2] | | |

| Total | | | | | | [removed: 139] [added: 238] | | | | | | [removed: 75] [added: 152] | | | | | | [removed: 205] [added: 139] | | | | | | [removed: 128] [added: 75] | | | | | | [removed: 419] [added: 205] | | | | | | [removed: 276] [added: 128] | | |

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 55] [added: 91] gross [removed: (32] [added: (59] net) wells in the process of being drilled or completed.

The following [removed: table sets forth] [added: tables present] information regarding our net production volumes, average sales price received for our production, [removed: average sales price of our production combined with our realized gains or losses on derivatives] and production and gathering, processing and transportation expenses per [removed: boe] [added: Mcfe] for the periods [removed: indicated:][added: indicated for our significant fields:]

| [removed: Net Production:] | | | | | | [removed: | | |] [added: Production] | | | | | | | | | | | | | | | | | | | | |

| [added: | | | | | |] Average Sales Price of [removed: Production:] [added: Production(a)] | | | | | | | | | | | | | | | | | | | | | | | | [added: Expenses ($/Mcfe)] | | | | | | [added: | | |]

| [removed: Oil, Natural Gas] [added: Natural Gas, Oil] and NGL Reserves | | |

The tables below set forth information as of December 31, [removed: 2021,] [added: 2022,] with respect to our estimated proved reserves, the associated estimated future net revenue, the present value of estimated future net revenue [removed: (“PV-10”)] and the standardized measure of discounted future net cash [removed: flows (“standardized measure”).][added: flows.]

None of the estimated future net revenue, PV-10 nor the standardized measure are intended to represent the current market value of the estimated [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL reserves we own.

| [added: 2021] | | | | | | [removed: December 31, 2021] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: Oil] [added: Natural Gas] | | | | | | [removed: Natural Gas] [added: Oil] | | | | | | NGL | | | | | | Total | | |

| | | | | | | [removed: (mmbbl)] [added: (bcf)] | | | | | | [removed: (bcf)] [added: (mmbbl)] | | | | | | (mmbbl) | | | | | | [removed: (mmboe)] [added: (bcfe)] | | |

| Estimated future net revenue(b) | | | | | | $ | [removed: 14,502] [added: 42,773] | | | | | $ | [removed: 8,776] [added: 18,333] | | | | | $ | [removed: 23,278] [added: 61,106] | |

| Present value of estimated future net revenue (PV-10)(b) | | | | | | $ | [removed: 8,654] [added: 22,356] | | | | | $ | [removed: 5,057] [added: 10,344] | | | | | $ | [removed: 13,711] [added: 32,700] | |

On August 2, 2022, we announced that our Eagle Ford assets were non-core to our future capital allocation strategy.

While continuing to focus our capital on the premium rock, returns and runway of our Marcellus and Haynesville positions, on January 17, 2023, we entered into an agreement to sell a portion of our Eagle Ford assets to WildFire Energy I LLC for $1.425 billion.

On February 17, 2023, we entered into an agreement to sell a portion of our remaining Eagle Ford assets to INEOS Energy for $1.4 billion.

On March 9, 2022, we completed our acquisition of Chief, Radler and associated non-operated interests held by affiliates of Tug Hill, Inc. (“Tug Hill”).

Our business strategy is to create shareholder value through the responsible development of our significant resource plays, while continuing to be a leading provider of affordable, reliable, low carbon energy to the United States.

Our drive toward continuous improvement through engineering innovation and planning enhances margins for our shareholders.

We further de-risk our margins and cash flows with prudent natural gas hedging that aims to reduce the impact of volatility.

In January 2023, we entered into an agreement to sell a portion of our Eagle Ford assets.

In February 2023, we entered into an agreement to sell a portion of our remaining Eagle Ford assets.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

| | | | | | | Natural Gas (Bcf) | | | | | | Oil (MMBbl) | | | | | | NGL (MMBbl) | | | | | | Total (Bcfe) | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | 670 | | | | | | — | | | | | | — | | | | | | 670 | | |

| Haynesville | | | | | | 588 | | | | | | — | | | | | | — | | | | | | 588 | | |

| Eagle Ford | | | | | | 46 | | | | | | 18.7 | | | | | | 5.8 | | | | | | 193 | | |

| Total Production | | | | | | 1,308 | | | | | | 19.4 | | | | | | 6.0 | | | | | | 1,461 | | |

| Marcellus | | | | | | 471 | | | | | | — | | | | | | — | | | | | | 471 | | |

| Haynesville | | | | | | 265 | | | | | | — | | | | | | — | | | | | | 265 | | |

| Eagle Ford | | | | | | 51 | | | | | | 22.5 | | | | | | 6.7 | | | | | | 227 | | |

| Total Production | | | | | | 807 | | | | | | 25.9 | | | | | | 8.0 | | | | | | 1,010 | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | 385 | | | | | | — | | | | | | — | | | | | | 385 | | |

| Haynesville | | | | | | 198 | | | | | | — | | | | | | — | | | | | | 198 | | |

| Eagle Ford | | | | | | 68 | | | | | | 31.3 | | | | | | 8.9 | | | | | | 309 | | |

| Total Production | | | | | | 684 | | | | | | 37.3 | | | | | | 11.3 | | | | | | 976 | | |

| | | | | | | Natural Gas ($/Mcf) | | | | | | Oil ($/Bbl) | | | | | | NGL ($/Bbl) | | | | | | Total ($/Mcfe) | | | | | | Production | | | | | | GP&T | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | $ | 6.03 | | | | | $ | — | | | | | $ | — | | | | | $ | 6.03 | | | | | $ | 0.11 | | | | | $ | 0.57 | |

| Haynesville | | | | | | $ | 5.92 | | | | | $ | — | | | | | $ | — | | | | | $ | 5.92 | | | | | $ | 0.26 | | | | | $ | 0.53 | |

| Eagle Ford | | | | | | $ | 5.64 | | | | | $ | 96.10 | | | | | $ | 36.76 | | | | | $ | 11.76 | | | | | $ | 1.22 | | | | | $ | 1.78 | |

| Total | | | | | | $ | 5.96 | | | | | $ | 96.07 | | | | | $ | 37.48 | | | | | $ | 6.77 | | | | | $ | 0.33 | | | | | $ | 0.73 | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | $ | 3.16 | | | | | $ | — | | | | | $ | — | | | | | $ | 3.16 | | | | | $ | 0.08 | | | | | $ | 0.68 | |

| Haynesville | | | | | | $ | 3.96 | | | | | $ | — | | | | | $ | — | | | | | $ | 3.96 | | | | | $ | 0.24 | | | | | $ | 0.49 | |

| Eagle Ford | | | | | | $ | 3.84 | | | | | $ | 67.14 | | | | | $ | 29.14 | | | | | $ | 8.40 | | | | | $ | 0.85 | | | | | $ | 1.48 | |

| Total | | | | | | $ | 3.49 | | | | | $ | 67.01 | | | | | $ | 30.77 | | | | | $ | 4.75 | | | | | $ | 0.33 | | | | | $ | 0.87 | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | $ | 1.64 | | | | | $ | — | | | | | $ | — | | | | | $ | 1.64 | | | | | $ | 0.08 | | | | | $ | 0.76 | |

| Haynesville | | | | | | $ | 1.83 | | | | | $ | — | | | | | $ | — | | | | | $ | 1.83 | | | | | $ | 0.21 | | | | | $ | 0.95 | |

The Vine Acquisition strengthens Chesapeake’s competitive position, meaningfully increasing our Free Cash Flow outlook and deepening our inventory of premium natural gas locations, while preserving the strength of our balance sheet.

On January 24, 2022, we entered into a definitive agreement to acquire Chief and associated non-operated interests held by affiliates of Tug Hill, Inc. (“Tug Hill”), for $2.0 billion in cash and approximately 9.44 million common shares.

The cash portion of the Chief Acquisition will be financed with cash on hand and the use of our Exit Credit Facility.

The Chief Acquisition, which is subject to customary closing conditions, including certain regulatory approvals, is expected to close by the end of the first quarter of 2022.

The transaction, which is subject to certain customary closing conditions, is expected to close in the first quarter of 2022.

The completion of these transactions will clarify and strengthen our asset portfolio, concentrating on three operating areas and advancing our highest-return assets in the Marcellus and Haynesville gas basins.

*Consistent returns, sustainable future.* Our strategy is to create shareholder value by generating sustainable Free Cash Flow from our oil and natural gas development and production activities.

We continue to focus on improving margins through operating efficiencies and financial discipline and improving our Environmental, Social, and Governance (“ESG”) performance.

To accomplish these goals, we intend to allocate our human resources and capital expenditures to projects we believe offer the highest cash return on capital invested, to deploy leading drilling and completion technology throughout our portfolio and to take advantage of acquisition and divestiture opportunities to strengthen our portfolio.

We also intend to continue to dedicate capital to projects that reduce the environmental impact of our oil and natural gas producing activities.

We continue to seek opportunities to reduce cash costs (production, gathering, processing and transportation and general and administrative) per barrel of oil equivalent production through operational efficiencies, including but not limited to improving our production volumes from existing wells.

We believe that we have emerged from Chapter 11 bankruptcy as a fundamentally stronger company, built to generate sustainable Free Cash Flow with a strengthened balance sheet, geographically diverse asset base and continuously improving ESG performance.

We expect our maintenance capital program to yield in excess of annual production of 700 mboe per day and generate significant Free Cash Flow at today’s prevailing commodity market prices.

*Low-cost operator with expected top-quartile cash costs*.

We expect to continue to focus on our cost optimization initiatives.

*Continue efforts to reduce greenhouse gas (GHG) emissions and operate in an environmentally responsible manner with a goal of net zero direct GHG emissions by 2035*.

We are committed to operating our business responsibly and protecting the environments in which we operate.

We eliminated routine flaring on all new wells completed in 2021, and plan to accomplish the same on all wells enterprise-wide by 2025.

We reduced our methane loss rate to 0.08% and our GHG intensity to 5.0 as of December 31, 2021.

*Manage commodity price exposure and ensure stability through prudent hedging strategy*.

We employ a prudent hedging strategy, which is aligned with our capital expenditure program and is designed to manage our exposure to commodity price volatility, ensure the stability of our cash flows and mitigate our risks to realizing attractive cash returns on capital invested.

As of February 21, 2022, we have 11 mmbbls and 899 bcf of expected 2022 production, representing 58% and 68% of 2022 forecasted oil and natural gas production, hedged at prices of $44.30/bbl and $2.69/mcf, respectively, for swaps and $3.21/mcf to $4.26/mcf, respectively, for collars.

Additionally, as of February 21, 2022, we have hedged 6 mmbbl and 467 bcf of expected 2023 oil and natural gas production at prices of $47.17/bbl and $2.69/mcf, respectively, for swaps and $65.00/bbl to $79.09/bbl and $3.03/mcf to $4.02/mcf, respectively, for collars.

Metrics include hedges that are contingent upon the closing of the Chief Acquisition.

*Powder River Basin -* Stacked pay in Wyoming (purchase and sale agreement to divest executed on January 24, 2022, and which, subject to the satisfaction or waiver of certain closing conditions, is expected to close in the first quarter of 2022).

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Successor | | | | | | | | | Predecessor | | | | | | | | | | | | | | |

| | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | | | | | Year Ended December 31, 2020 | | | | | | Year Ended December 31, 2019 | | |

| Oil (mmbbl) | | | | | | 23 | | | | | | | | | 3 | | | | | | 37 | | | | | | 43 | | |

| Natural gas (bcf) | | | | | | 727 | | | | | | | | | 80 | | | | | | 685 | | | | | | 728 | | |

| NGL (mmbbl) | | | | | | 7 | | | | | | | | | 1 | | | | | | 11 | | | | | | 12 | | |

| Oil equivalent (mmboe) | | | | | | 150 | | | | | | | | | 18 | | | | | | 163 | | | | | | 177 | | |

| Oil ($ per bbl) | | | | | | $ | 69.07 | | | | | | | | $ | 53.21 | | | | | $ | 38.16 | | | | | $ | 59.16 | |

| Natural gas ($ per mcf) | | | | | | $ | 3.61 | | | | | | | | $ | 2.45 | | | | | $ | 1.73 | | | | | $ | 2.45 | |

| NGL ($ per bbl) | | | | | | $ | 31.37 | | | | | | | | $ | 25.92 | | | | | $ | 11.55 | | | | | $ | 15.62 | |

| Oil equivalent ($ per boe) | | | | | | $ | 29.19 | | | | | | | | $ | 22.63 | | | | | $ | 16.84 | | | | | $ | 25.57 | |

| Average Sales Price (including realized gains (losses) on derivatives): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Oil ($ per bbl) | | | | | | $ | 49.06 | | | | | | | | $ | 46.85 | | | | | $ | 56.74 | | | | | $ | 60.00 | |

| Natural gas ($ per mcf) | | | | | | $ | 2.62 | | | | | | | | $ | 2.52 | | | | | $ | 1.97 | | | | | $ | 2.60 | |

See [Note [removed: 2](#i56d3efaf87e44ef19c39e9891c0aff07_148)] [added: 2](#i3cdecc161ea54441877b6c1706827d09_145)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information.

See [Note [removed: 7](#i56d3efaf87e44ef19c39e9891c0aff07_160)] [added: 7](#i3cdecc161ea54441877b6c1706827d09_160)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for information regarding our estimation and provision for potential losses related to litigation and regulatory proceedings.

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

The nature of the [removed: oil and] [added: natural] gas [added: and oil] business carries with it certain environmental risks for us and our subsidiaries.

We were recently dismissed from numerous lawsuits in Oklahoma alleging that we and other companies engaged in activities that have caused earthquakes.

The lawsuits sought compensation for injury to real and personal property, diminution of property value, economic losses due to business interruption, interference with the use and enjoyment of property, annoyance and inconvenience, personal injury and emotional distress.

In addition, they sought the reimbursement of insurance premiums and the award of punitive damages, attorneys’ fees, costs, expenses and interest.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [removed: Securities Exchange] Act.

The aggregate market value of our common stock held by non-affiliates on June 30, [removed: 2021,] [added: 2022,] was approximately [removed: $1.6] [added: $3.6] billion.

As of February [removed: 21, 2022,] [added: 16, 2023,] there were [removed: 118,558,307] [added: 134,719,821] shares of our $0.01 par value common stock outstanding.

Portions of the proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of [removed: Shareholders] [added: Stockholders] are incorporated by reference in Part III.

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| [Item [removed: 13.](#i56d3efaf87e44ef19c39e9891c0aff07_253)] [added: 13.](#i3cdecc161ea54441877b6c1706827d09_250)] | | | [Certain Relationships and Related [removed: Transactions and] [added: Transactions](#i3cdecc161ea54441877b6c1706827d09_250)[,](#i3cdecc161ea54441877b6c1706827d09_250) [and] Director [removed: Independence](#i56d3efaf87e44ef19c39e9891c0aff07_253)] [added: Independence](#i3cdecc161ea54441877b6c1706827d09_250)] | | | | | | [removed: [147](#i56d3efaf87e44ef19c39e9891c0aff07_253)] [added: [134](#i3cdecc161ea54441877b6c1706827d09_250)] | | | | | |

| [Item [removed: 14.](#i56d3efaf87e44ef19c39e9891c0aff07_256)] [added: 14.](#i3cdecc161ea54441877b6c1706827d09_253)] | | | [Principal Accountant Fees and [removed: Services](#i56d3efaf87e44ef19c39e9891c0aff07_256)] [added: Services](#i3cdecc161ea54441877b6c1706827d09_253)] | | | | | | [removed: [147](#i56d3efaf87e44ef19c39e9891c0aff07_256)] [added: [134](#i3cdecc161ea54441877b6c1706827d09_253)] | | | | | |

| [Item [removed: 15.](#i56d3efaf87e44ef19c39e9891c0aff07_262)] [added: 15.](#i3cdecc161ea54441877b6c1706827d09_259)] | | | [removed: [Exhibit](#i56d3efaf87e44ef19c39e9891c0aff07_262) [and] [added: [Exhibit and] Financial Statement [removed: Schedules](#i56d3efaf87e44ef19c39e9891c0aff07_262)] [added: Schedules](#i3cdecc161ea54441877b6c1706827d09_259)] | | | | | | [removed: [148](#i56d3efaf87e44ef19c39e9891c0aff07_262)] [added: [135](#i3cdecc161ea54441877b6c1706827d09_259)] | | | | | |

| [Item [removed: 16.](#i56d3efaf87e44ef19c39e9891c0aff07_265)] [added: 16.](#i3cdecc161ea54441877b6c1706827d09_262)] | | | [Form 10-K [removed: Summary](#i56d3efaf87e44ef19c39e9891c0aff07_265)] [added: Summary](#i3cdecc161ea54441877b6c1706827d09_262)] | | | | | | [removed: [152](#i56d3efaf87e44ef19c39e9891c0aff07_265)] [added: [139](#i3cdecc161ea54441877b6c1706827d09_262)] | | | | | |

[removed: [TABLE] [added: TABLE] OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS]

In addition, the following are other abbreviations and definitions of certain terms used within this Annual Report on Form [removed: 10-K:][added: 10-K (this “Form 10-K” or this “report”):]

“Adjusted Free Cash Flow” (a non-GAAP measure) means net cash provided by operating activities (GAAP) less cash capital [removed: expenditures,] [added: expenditures and contributions to investments,] adjusted to exclude certain items management believes affect the comparability of operating results.

“Completion” means the process of treating a drilled well followed by the installation of permanent equipment for the production of [removed: oil,] natural [removed: gas] [added: gas, oil] or natural gas liquids, or in the case of a dry well, the reporting to the appropriate authority that the well has been abandoned.

“Dry Well” means a well found to be incapable of producing either [removed: oil or] natural gas [added: or oil] in sufficient quantities to justify completion as [removed: an oil or] [added: a] natural gas [added: or oil] well.

“Exit Credit Facility” means the reserve-based [removed: revolving] credit facility available upon emergence from bankruptcy.

“Exploratory Well” means a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of [removed: oil or] natural gas [added: or oil] in another reservoir.

[removed: “OPEC”] [added: “OPEC+”] means Organization of the Petroleum Exporting [removed: Countries.][added: Countries Plus.]

“Play” means a portion of the exploration and production cycle following the identification by geologists and geophysicists of areas with potential [removed: oil,] natural [removed: gas] [added: gas, oil] and NGL reserves.

“Present Value of Estimated Future Net Revenues or PV-10 (non-GAAP)” means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using prices calculated as the average [removed: oil and] natural gas [added: and oil] price during the preceding 12-month period prior to the end of the current reporting period, (determined as the unweighted arithmetic average of prices on the first day of each month within the 12-month period) and costs in effect at the determination date (unless such costs are subject to change pursuant to contractual provisions), without giving effect to non-property 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” means the difference in the price of [removed: oil,] natural [removed: gas] [added: gas, oil] or NGL received at the sales point and the NYMEX price.

“Proved Reserves” [removed: As used in this report, proved reserves] has the meaning given to such term in Rule 4-10(a)(22) of Regulation S-X, which states in part proved [removed: oil and] natural gas [added: and oil] reserves are those quantities of [removed: oil and] natural [removed: gas,] [added: gas and oil,] which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.

“Put Option Premium” means a nonrefundable aggregate fee of $60 million, which represents 10 percent of the Rights Offering Amount, payable to the Backstop Parties in accordance with, and subject to the terms of the [added: Backstop Commitment Agreement based on their respective backstop commitment percentages at the time such payment is made.]

Securities Registered Pursuant to Section 12(g) of the Act: None

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

FORM 10-K

| [Item 6.](#i3cdecc161ea54441877b6c1706827d09_97) | | | [Reserved](#i3cdecc161ea54441877b6c1706827d09_97) | | | | | | [43](#i3cdecc161ea54441877b6c1706827d09_97) | | | | | |

| | | | [Results of Operations](#i3cdecc161ea54441877b6c1706827d09_109) | | | | | | [53](#i3cdecc161ea54441877b6c1706827d09_109) | | | | | |

| | | | [Non-GAAP Measures](#i3cdecc161ea54441877b6c1706827d09_2287) | | | | | | [61](#i3cdecc161ea54441877b6c1706827d09_2287) | | | | | |

| [Item 9C.](#i3cdecc161ea54441877b6c1706827d09_235) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i3cdecc161ea54441877b6c1706827d09_235) | | | | | | [134](#i3cdecc161ea54441877b6c1706827d09_235) | | | | | |

| [Signatures](#i3cdecc161ea54441877b6c1706827d09_265) | | | | | | | | | [140](#i3cdecc161ea54441877b6c1706827d09_265) | | | | | |

Certain reserves and production information was previously disclosed in a per barrel of oil equivalent, since the majority of our production profile consists of natural gas, we have converted this information, including prior periods, from a per barrel of oil equivalent, to a per one thousand cubic feet of natural gas equivalent, referred to, on such a converted basis, as per Mcfe.

“Bcfe” means billion cubic feet of natural gas equivalent.

“BLM” means the Bureau of Land Management.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

“DD&A” means depreciation, depletion and amortization.

“DEI” means diversity, equity and inclusion.

“ESG” means environmental, social and governance.

In December 2022, we terminated the Exit Credit Facility.

“G&A” means general and administrative expenses.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

“LTIP” means the Chesapeake Energy Corporation 2021 Long Term Incentive Plan.

“LNG” means liquefied natural gas.

“Marcellus Acquisition” means Chesapeake’s acquisition of Chief and associated non-operated interests held by affiliates of Radler and Tug Hill, Inc., which closed on March 9, 2022, with an effective date of January 1, 2022.

“Mcfe” means one thousand cubic feet of natural gas equivalent, with one barrel of oil or NGL converted to an equivalent volume of natural gas using the ratio of one barrel of oil or NGL to six Mcf of natural gas.

“MMcfe” means million cubic feet of natural gas equivalent.

“New Credit Facility” means the reserve-based credit facility entered into on December 9, 2022.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

“Radler” means Radler 2000 Limited Partnership.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator, the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Tcf” means trillion cubic feet.

“Tcfe” means trillion cubic feet of natural gas equivalent.

The Tranche A Loans were repaid in full in connection with our entry into the New Credit Facility.

The Tranche B Loans were repaid in full in connection with our entry into the New Credit Facility.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

“/Mcfe” means per Mcfe.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

Forward-looking and other statements in this Form 10-K regarding our environmental, social and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC.

In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

- risks related to potential acquisitions or dispositions;

- a deterioration in general economic, business or industry conditions;

- our ability to achieve and maintain ESG certifications, goals and commitments;

- write-downs of our natural gas and oil asset carrying values due to low commodity prices;

| [Item 6.](#i56d3efaf87e44ef19c39e9891c0aff07_97) | | | [Selected Financial Data](#i56d3efaf87e44ef19c39e9891c0aff07_97) | | | | | | [49](#i56d3efaf87e44ef19c39e9891c0aff07_97) | | | | | |

| | | | [Results of Operations, for the](#i56d3efaf87e44ef19c39e9891c0aff07_109) [Period from February 10, 2021 through December 31, 2021, the Period from January 1, 2021 through February 9, 2021](#i56d3efaf87e44ef19c39e9891c0aff07_109)[,](#i56d3efaf87e44ef19c39e9891c0aff07_109) [and the](#i56d3efaf87e44ef19c39e9891c0aff07_109) [Year](#i56d3efaf87e44ef19c39e9891c0aff07_109) [Ended December 31,](#i56d3efaf87e44ef19c39e9891c0aff07_109) [2020](#i56d3efaf87e44ef19c39e9891c0aff07_109) | | | | | | [58](#i56d3efaf87e44ef19c39e9891c0aff07_109) | | | | | |

| [Item 9](#i56d3efaf87e44ef19c39e9891c0aff07_2395)[C](#i56d3efaf87e44ef19c39e9891c0aff07_2395)[.](#i56d3efaf87e44ef19c39e9891c0aff07_2395) | | | [D](#i56d3efaf87e44ef19c39e9891c0aff07_2395)[isclosure Regarding Foreign](#i56d3efaf87e44ef19c39e9891c0aff07_2395) [Juris](#i56d3efaf87e44ef19c39e9891c0aff07_2395)[dictions that Prevent Inspections](#i56d3efaf87e44ef19c39e9891c0aff07_2395) | | | | | | [147](#i56d3efaf87e44ef19c39e9891c0aff07_2395) | | | | | |

| [Signatures](#i56d3efaf87e44ef19c39e9891c0aff07_268) | | | | | | | | | [153](#i56d3efaf87e44ef19c39e9891c0aff07_268) | | | | | |

“Boe” means barrel of oil equivalent.

Natural gas proved reserves and production are converted to Boe, at the pressure and temperature base standard of each respective state in which the natural gas is produced, at the rate of six Mcf of gas per Bbl of oil, based upon the approximate relative energy content of natural gas and oil.

NGL proved reserves and production are converted to Boe on a one-to-one basis with oil.

“Chief Acquisition” means Chesapeake’s planned acquisition of Chief E&D Holdings, LP and associated non-operated interests held by affiliates of Tug Hill, Inc., which, subject to the satisfaction or waiver of certain closing conditions, including certain regulatory approvals, is expected to close in the first quarter of 2022.

“MBoe” means thousand Boe.

“MMBoe” means million Boe.

Backstop Commitment Agreement based on their respective backstop commitment percentages at the time such payment is made.

“/Boe” means per Boe.

- risks related to the Vine Acquisition, including our ability to successfully integrate the business of Vine into the Company and achieve the expected synergies from the Vine Acquisition within the expected timeframe;

- risks related to the Chief Acquisition, including a delay or failure to complete the Chief Acquisition caused by a failure to receive required regulatory approvals or satisfy or waive, as applicable, other closing conditions to the Chief Acquisition, and if the Chief Acquisition is completed, our ability to successfully integrate the business of Chief into the Company and achieve the expected synergies from the Chief Acquisition within the expected timeframe;

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

For more information regarding our emergence from Chapter 11 bankruptcy and our Plan of Reorganization, see [Note [removed: 2](#i56d3efaf87e44ef19c39e9891c0aff07_148)] [added: 2](#i3cdecc161ea54441877b6c1706827d09_145)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

We declared the first quarterly dividend on our New Common Stock in the second quarter of [removed: 2021 of $0.34375 per share (an initial annual rate] [added: 2021, which consisted] of [removed: $1.375] [added: a base dividend] per [removed: share).][added: share.]

In [removed: the third quarter of 2021,] [added: March 2022,] we [removed: announced an increase in the base quarterly dividend to $0.4375 per share (an annual rate of $1.75 per share) and announced our intent to adopt] [added: adopted] a variable return program that [removed: will result] [added: resulted] in the payment of an additional variable [removed: dividend, payable beginning in March 2022,] [added: dividend] equal to the sum of Adjusted Free Cash Flow from the prior quarter less the base quarterly dividend, multiplied by 50%.

As of February [removed: 21, 2022,] [added: 16, 2023,] there were approximately [removed: 146] [added: 154] holders of record of our common stock.

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

Additionally, more information on our New Common Stock and Warrants can be found in [Note 12](#i3cdecc161ea54441877b6c1706827d09_178) of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

The declaration and payment of any future dividend is subject to the approval of our Board of Directors in its discretion.

Since the initial base dividend declared during the second quarter of 2021, we have incrementally increased the base dividend per share.

For additional information on our dividends, see [Note 12](#i3cdecc161ea54441877b6c1706827d09_178) of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

In June 2022, our Board of Directors authorized an increase in the size of the share repurchase program from $1.0 billion to $2.0 billion in aggregate value of our common stock and/or warrants.

The share repurchase program expires on December 31, 2023.

The following table provides information regarding purchases of our common stock made by us during the quarter ended December 31, 2022.

In 2023, our share repurchase program will be subject to a 1% excise tax imposed under the Inflation Reduction Act of 2022.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | | |

| October 1 - October 31 | | | | | | 4,033,368 | | | | | | $ | 98.90 | | | | | 4,033,368 | | | | | | $ | 934 | |

| November 1 - November 30 | | | | | | 72,083 | | | | | | $ | 99.09 | | | | | 72,083 | | | | | | $ | 927 | |

| December 1 - December 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 927 | |

| Total | | | | | | 4,105,451 | | | | | | $ | 98.90 | | | | | 4,105,451 | | | | | | | | |

| Stockholders | | |

In January 2022, we announced our intent to increase the base dividend to $0.50 per share (an annual rate of $2.00 per share) beginning in the second quarter of 2022.

There were no repurchases or unregistered sales of our common stock during the quarter ended December 31, 2021.

As of February 21, 2022, no repurchases had occurred.

| Shareholders | | |

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

We have adopted the SEC’s Disclosure Modernization Final Rule, effective February 10, 2021, for Item 301 of Regulation S-K.

As such, Item 6 Selected Financial Data has not been provided.

| | | | INDEX TO FINANCIAL [removed: STATEMENTS CHESAPEAKE] [added: STATEMENTS CHESAPEAKE] ENERGY [removed: CORPORATION] [added: CORPORATION AND SUBSIDIARIES] | | | | | | | | | | | |

| [Reports of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i56d3efaf87e44ef19c39e9891c0aff07_121) 238[)](#i56d3efaf87e44ef19c39e9891c0aff07_121)] [added: ID](#i3cdecc161ea54441877b6c1706827d09_121) 238[)](#i3cdecc161ea54441877b6c1706827d09_121)] | | | | | | | | | [removed: [73](#i56d3efaf87e44ef19c39e9891c0aff07_121)] [added: [66](#i3cdecc161ea54441877b6c1706827d09_121)] | | | | | |

| | | | [Consolidated Balance [removed: Sheets](#i56d3efaf87e44ef19c39e9891c0aff07_124) as of December 31, 2021 and 2020] [added: Sheets](#i3cdecc161ea54441877b6c1706827d09_124)] | | | | | | [removed: [79](#i56d3efaf87e44ef19c39e9891c0aff07_124)] [added: [71](#i3cdecc161ea54441877b6c1706827d09_124)] | | | | | |

| | | | [removed: [Consolidated Statements of Operations](#i56d3efaf87e44ef19c39e9891c0aff07_130) for the Period from February 10, 2021 through December 31, 2021, the Period] [added: | | | Period] from January 1, 2021 through February 9, [removed: 2021, and the Years Ended December 31, 2020 and 2019 | | |] [added: 2021] | | | [removed: [81](#i56d3efaf87e44ef19c39e9891c0aff07_130)] | | | [added: Year Ended December 31, 2020] | | |

| | | | [removed: [Consolidated Statements of Comprehensive Income (Loss)](#i56d3efaf87e44ef19c39e9891c0aff07_133) for the Period from February 10, 2021 through December 31, 2021, the Period] [added: | | | Period] from January 1, 2021 through February 9, [removed: 2021, and the Years Ended December 31, 2020 and 2019] [added: 2021] | | | | | | [removed: [82](#i56d3efaf87e44ef19c39e9891c0aff07_133)] | | | | | | [added: Year Ended December 31, 2020 | | | | | | | | |]

| | | | [removed: [Consolidated Statements of Cash Flows](#i56d3efaf87e44ef19c39e9891c0aff07_136) for the Period] [added: | | | Year Ended December 31, 2022 | | | | | | Period] from February 10, 2021 through December 31, [removed: 2021, the Period] [added: 2021 | | | | | | | | | Period] from January 1, 2021 through February 9, [removed: 2021, and the Years Ended December 31, 2020 and 2019 | | |] [added: 2021] | | | [removed: [83](#i56d3efaf87e44ef19c39e9891c0aff07_136)] | | | [added: Year Ended December 31, 2020] | | |

| | | | [removed: [Consolidated Statements of Stockholders’ Equity](#i56d3efaf87e44ef19c39e9891c0aff07_139) for the Period] [added: | | | Year Ended December 31, 2022 | | | | | | Period] from February 10, 2021 through December 31, [removed: 2021, the Period] [added: 2021 | | | | | | | | | Period] from January 1, 2021 through February 9, [removed: 2021, and the Years Ended December 31, 2020 and 2019 | | |] [added: 2021] | | | [removed: [85](#i56d3efaf87e44ef19c39e9891c0aff07_139)] | | | [added: Year Ended December 31, 2020] | | |

| | | | [Note [removed: 1. Basis] [added: 1.](#i3cdecc161ea54441877b6c1706827d09_142) [](#i3cdecc161ea54441877b6c1706827d09_142)[Basis] of Presentation and Summary of Significant Accounting [removed: Policies](#i56d3efaf87e44ef19c39e9891c0aff07_145)] [added: Policies](#i3cdecc161ea54441877b6c1706827d09_142)] | | | | | | [removed: [88](#i56d3efaf87e44ef19c39e9891c0aff07_145)] [added: [78](#i3cdecc161ea54441877b6c1706827d09_142)] | | | | | |

| | | | [Note [removed: 3. Fresh] [added: 3](#i3cdecc161ea54441877b6c1706827d09_148)[.](#i3cdecc161ea54441877b6c1706827d09_148) [Fresh] Start [removed: Accounting](#i56d3efaf87e44ef19c39e9891c0aff07_2330)] [added: Accounting](#i3cdecc161ea54441877b6c1706827d09_148)] | | | | | | [removed: [96](#i56d3efaf87e44ef19c39e9891c0aff07_2330)] [added: [86](#i3cdecc161ea54441877b6c1706827d09_148)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_151) [4](#i56d3efaf87e44ef19c39e9891c0aff07_151)[. Oil and Natural Gas Property Transactions](#i56d3efaf87e44ef19c39e9891c0aff07_151)] [added: [Note 4.](#i3cdecc161ea54441877b6c1706827d09_151) [Natural Gas](#i3cdecc161ea54441877b6c1706827d09_151) [and Oil](#i3cdecc161ea54441877b6c1706827d09_151) [Property Transactions](#i3cdecc161ea54441877b6c1706827d09_151)] | | | | | | [removed: [104](#i56d3efaf87e44ef19c39e9891c0aff07_151)] [added: [94](#i3cdecc161ea54441877b6c1706827d09_151)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_154) [5](#i56d3efaf87e44ef19c39e9891c0aff07_154)[. Earnings per Share](#i56d3efaf87e44ef19c39e9891c0aff07_154)] [added: [Note 5. Earnings](#i3cdecc161ea54441877b6c1706827d09_154) [P](#i3cdecc161ea54441877b6c1706827d09_154)[er Share](#i3cdecc161ea54441877b6c1706827d09_154)] | | | | | | [removed: [109](#i56d3efaf87e44ef19c39e9891c0aff07_154)] [added: [98](#i3cdecc161ea54441877b6c1706827d09_154)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_157) [6](#i56d3efaf87e44ef19c39e9891c0aff07_157)[. Debt](#i56d3efaf87e44ef19c39e9891c0aff07_157)] [added: [Note 6. Debt](#i3cdecc161ea54441877b6c1706827d09_157)] | | | | | | [removed: [110](#i56d3efaf87e44ef19c39e9891c0aff07_157)] [added: [99](#i3cdecc161ea54441877b6c1706827d09_157)] | | | | | |

| [added: Contingencies and commitments ([Note 7](#i3cdecc161ea54441877b6c1706827d09_160))] | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_160) [7](#i56d3efaf87e44ef19c39e9891c0aff07_160)[. Contingencies and Commitments](#i56d3efaf87e44ef19c39e9891c0aff07_160)] | | | | | | [removed: [114](#i56d3efaf87e44ef19c39e9891c0aff07_160)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_166) [8](#i56d3efaf87e44ef19c39e9891c0aff07_166)[.] [added: [Note 8.] Other [removed: Liabilities](#i56d3efaf87e44ef19c39e9891c0aff07_166)] [added: Liabilities](#i3cdecc161ea54441877b6c1706827d09_166)] | | | | | | [removed: [116](#i56d3efaf87e44ef19c39e9891c0aff07_166)] [added: [103](#i3cdecc161ea54441877b6c1706827d09_166)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_169) [9](#i56d3efaf87e44ef19c39e9891c0aff07_169)[. Leases](#i56d3efaf87e44ef19c39e9891c0aff07_169)] [added: [Note 9. Leases](#i3cdecc161ea54441877b6c1706827d09_169)] | | | | | | [removed: [117](#i56d3efaf87e44ef19c39e9891c0aff07_169)] [added: [104](#i3cdecc161ea54441877b6c1706827d09_169)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_175) [11](#i56d3efaf87e44ef19c39e9891c0aff07_175)[.] [added: [Note 11.] Income [removed: Taxes](#i56d3efaf87e44ef19c39e9891c0aff07_175)] [added: Taxes](#i3cdecc161ea54441877b6c1706827d09_175)] | | | | | | [removed: [121](#i56d3efaf87e44ef19c39e9891c0aff07_175)] [added: [108](#i3cdecc161ea54441877b6c1706827d09_175)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_181) [13](#i56d3efaf87e44ef19c39e9891c0aff07_181)[.] [added: [Note 13.] Share-Based [removed: Compensation](#i56d3efaf87e44ef19c39e9891c0aff07_181)] [added: Compensation](#i3cdecc161ea54441877b6c1706827d09_181)] | | | | | | [removed: [127](#i56d3efaf87e44ef19c39e9891c0aff07_181)] [added: [115](#i3cdecc161ea54441877b6c1706827d09_181)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_184) [14](#i56d3efaf87e44ef19c39e9891c0aff07_184)[.] [added: [Note 14.] Employee Benefit [removed: Plans](#i56d3efaf87e44ef19c39e9891c0aff07_184)] [added: Plans](#i3cdecc161ea54441877b6c1706827d09_184)] | | | | | | [removed: [131](#i56d3efaf87e44ef19c39e9891c0aff07_184)] [added: [119](#i3cdecc161ea54441877b6c1706827d09_184)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_187) [15](#i56d3efaf87e44ef19c39e9891c0aff07_187)[.] [added: [Note 15.] Derivative and Hedging [removed: Activities](#i56d3efaf87e44ef19c39e9891c0aff07_187)] [added: Activities](#i3cdecc161ea54441877b6c1706827d09_187)] | | | | | | [removed: [131](#i56d3efaf87e44ef19c39e9891c0aff07_187)] [added: [119](#i3cdecc161ea54441877b6c1706827d09_187)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_190) [16](#i56d3efaf87e44ef19c39e9891c0aff07_190)[.] [added: [Note 16.] Capitalized Exploratory Well [removed: Costs](#i56d3efaf87e44ef19c39e9891c0aff07_190)] [added: Costs](#i3cdecc161ea54441877b6c1706827d09_190)] | | | | | | [removed: [134](#i56d3efaf87e44ef19c39e9891c0aff07_190)] [added: [122](#i3cdecc161ea54441877b6c1706827d09_190)] | | | | | |

| | | | [removed: [Note](#i56d3efaf87e44ef19c39e9891c0aff07_193) [17](#i56d3efaf87e44ef19c39e9891c0aff07_193)[.] [added: [Note 17.] Other Property and [removed: Equipment](#i56d3efaf87e44ef19c39e9891c0aff07_193)] [added: Equipment](#i3cdecc161ea54441877b6c1706827d09_193)] | | | | | | [removed: [135](#i56d3efaf87e44ef19c39e9891c0aff07_193)] [added: [122](#i3cdecc161ea54441877b6c1706827d09_193)] | | | | | |

| | | | [Note [removed: 2](#i56d3efaf87e44ef19c39e9891c0aff07_205)[1](#i56d3efaf87e44ef19c39e9891c0aff07_205)[.] [added: 21.] Other Operating [removed: Expense](#i56d3efaf87e44ef19c39e9891c0aff07_205)] [added: Expense (Income), Net](#i3cdecc161ea54441877b6c1706827d09_205)] | | | | | | [removed: [137](#i56d3efaf87e44ef19c39e9891c0aff07_205)] [added: [125](#i3cdecc161ea54441877b6c1706827d09_205)] | | | | | |

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

| [added: Separation and other termination costs] | | | [removed: [Note 2](#i56d3efaf87e44ef19c39e9891c0aff07_208)[2](#i56d3efaf87e44ef19c39e9891c0aff07_208)[. Separation and Other Termination Costs](#i56d3efaf87e44ef19c39e9891c0aff07_208)] | | | [added: 5] | | | [removed: [138](#i56d3efaf87e44ef19c39e9891c0aff07_208)] | | | [added: 11] | | | [added: | | | | | | 22 | | | | | | 44 | | |]

| | | | [Note [removed: 2](#i56d3efaf87e44ef19c39e9891c0aff07_211)[3](#i56d3efaf87e44ef19c39e9891c0aff07_211)[. Asset] [added: 2](#i3cdecc161ea54441877b6c1706827d09_211)[2](#i3cdecc161ea54441877b6c1706827d09_211)[.](#i3cdecc161ea54441877b6c1706827d09_211) [Asset] Retirement [removed: Obligations](#i56d3efaf87e44ef19c39e9891c0aff07_211)] [added: Obligations](#i3cdecc161ea54441877b6c1706827d09_211)] | | | | | | [removed: [138](#i56d3efaf87e44ef19c39e9891c0aff07_211)] [added: [126](#i3cdecc161ea54441877b6c1706827d09_211)] | | | | | |

| [removed: | | | [Supplemental] [added: Supplemental] Disclosures About [removed: Oil,] Natural [removed: Gas] [added: Gas, Oil] and NGL Producing Activities [removed: (unaudited)](#i56d3efaf87e44ef19c39e9891c0aff07_229) | | | | | | [140](#i56d3efaf87e44ef19c39e9891c0aff07_229)] [added: (unaudited)] | | | | | |

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Chesapeake Energy Corporation and its subsidiaries (Successor) (the “Company”) as of December 31, [added: 2022 and] 2021, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for the [added: year ended December 31, 2022 and for the] period from February 10, 2021 through December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [added: 2022 and] 2021, and the results of its operations and its cash flows for the [added: year ended December 31, 2022 and for the] period from February 10, 2021 through December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our [removed: audit.][added: audits.]

We conducted our [removed: audit] [added: audits] in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our [removed: audit] [added: audits] of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our [removed: audit] [added: audits] also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our [removed: audit] [added: audits] also included performing such other procedures as we considered necessary in the circumstances.

We believe that our [removed: audit provides] [added: audits provide] a reasonable basis for our opinions.

*The Impact of Proved [removed: Oil and] Natural Gas [added: and Oil] Reserves on Proved [removed: Oil and] Natural Gas [added: and Oil] Properties, Net*

As described in Note 1 to the consolidated financial statements, the Company’s property and equipment, net balance was approximately [removed: $8.8] [added: $11.2] billion as of December 31, [removed: 2021,] [added: 2022,] and depreciation, depletion, and amortization (DD&A) expense for the [removed: period from February 10, 2021 through] [added: year ended] December 31, [removed: 2021] [added: 2022] was approximately [removed: $919 million,] [added: $1.8 billion,] both of which substantially related to proved [removed: oil and] natural gas [added: and oil] properties.

The Company follows the successful efforts method of accounting for its [removed: oil and] natural gas [added: and oil] properties.

| | | | [Consolidated Statements of Operations](#i3cdecc161ea54441877b6c1706827d09_127) | | | | | | [72](#i3cdecc161ea54441877b6c1706827d09_127) | | | | | |

| | | | [Consolidated Statements of Comprehensive Income (Loss)](#i3cdecc161ea54441877b6c1706827d09_130) | | | | | | [73](#i3cdecc161ea54441877b6c1706827d09_130) | | | | | |

| | | | [Consolidated Statements of Cash Flows](#i3cdecc161ea54441877b6c1706827d09_133) | | | | | | [74](#i3cdecc161ea54441877b6c1706827d09_133) | | | | | |

| | | | [Note 2. Chapter 11](#i3cdecc161ea54441877b6c1706827d09_145) [Emergence](#i3cdecc161ea54441877b6c1706827d09_145) | | | | | | [84](#i3cdecc161ea54441877b6c1706827d09_145) | | | | | |

| | | | [Note 10.](#i3cdecc161ea54441877b6c1706827d09_172) [](#i3cdecc161ea54441877b6c1706827d09_172)[Revenue](#i3cdecc161ea54441877b6c1706827d09_172) | | | | | | [106](#i3cdecc161ea54441877b6c1706827d09_172) | | | | | |

| | | | [Note 12. Equity](#i3cdecc161ea54441877b6c1706827d09_178) | | | | | | [113](#i3cdecc161ea54441877b6c1706827d09_178) | | | | | |

| | | | [Note 18. Investments](#i3cdecc161ea54441877b6c1706827d09_196) | | | | | | [123](#i3cdecc161ea54441877b6c1706827d09_196) | | | | | |

| | | | [Note 19. Impairments](#i3cdecc161ea54441877b6c1706827d09_199) | | | | | | [124](#i3cdecc161ea54441877b6c1706827d09_199) | | | | | |

| | | | [Note 20. Exploration Expense](#i3cdecc161ea54441877b6c1706827d09_202) | | | | | | [124](#i3cdecc161ea54441877b6c1706827d09_202) | | | | | |

| | | | [Note 2](#i3cdecc161ea54441877b6c1706827d09_217)[3](#i3cdecc161ea54441877b6c1706827d09_217)[.](#i3cdecc161ea54441877b6c1706827d09_217) [](#i3cdecc161ea54441877b6c1706827d09_217)[Subsequent Events](#i3cdecc161ea54441877b6c1706827d09_217) | | | | | | [126](#i3cdecc161ea54441877b6c1706827d09_217) | | | | | |

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

As described in Note 4 to the consolidated financial statements, on March 9, 2022, the Company completed the Marcellus Acquisition.

The estimates of proved and unproved natural gas and oil reserves have been developed by specialists, specifically petroleum engineers.

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

completeness and accuracy of the data used by the specialists, and evaluating the specialists’ findings.

February 22, 2023

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

| *($ in millions, except per share data)* | | | | | | December 31, 2022 | | | | | | December 31, 2021 | | |

| Assets held for sale | | | | | | 819 | | | | | | — | | |

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

| *($ in millions except per share data)* | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | | | | | Year Ended December 31, 2020 | | |

| Deemed dividend on warrants | | | | | | (67) | | | | | | — | | | | | | | | | — | | | | | | — | | |

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

| *($ in millions)* | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | | | | | Year Ended December 31, 2020 | | |

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

| *($ in millions)* | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | | | | | Year Ended December 31, 2020 | | |

| Depreciation, depletion and amortization | | | | | | 1,753 | | | | | | 919 | | | | | | | | | 72 | | | | | | 1,097 | | |

| Impairments | | | | | | — | | | | | | 1 | | | | | | | | | — | | | | | | 8,535 | | |

| Contributions to investments | | | | | | (18) | | | | | | — | | | | | | | | | — | | | | | | — | | |

| Proceeds from New Credit Facility | | | | | | 1,600 | | | | | | — | | | | | | | | | — | | | | | | — | | |

| Payments on New Credit Facility | | | | | | (550) | | | | | | — | | | | | | | | | — | | | | | | — | | |

| Proceeds from Exit Credit Facility | | | | | | 9,583 | | | | | | 30 | | | | | | | | | — | | | | | | — | | |

| Cash paid to repurchase and retire common stock | | | | | | (1,073) | | | | | | — | | | | | | | | | — | | | | | | — | | |

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

| *($ in millions)* | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | | | | | Year Ended December 31, 2020 | | |

| *($ in millions)* | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | | | | | Year Ended December 31, 2020 | | |

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [Note 2. Chapter 11 Proceedings](#i56d3efaf87e44ef19c39e9891c0aff07_148) | | | | | | [93](#i56d3efaf87e44ef19c39e9891c0aff07_148) | | | | | |

| | | | [Note](#i56d3efaf87e44ef19c39e9891c0aff07_172) [10](#i56d3efaf87e44ef19c39e9891c0aff07_172)[. Revenue Recognition](#i56d3efaf87e44ef19c39e9891c0aff07_172) | | | | | | [119](#i56d3efaf87e44ef19c39e9891c0aff07_172) | | | | | |

| | | | [Note](#i56d3efaf87e44ef19c39e9891c0aff07_178) [12](#i56d3efaf87e44ef19c39e9891c0aff07_178)[. Equity](#i56d3efaf87e44ef19c39e9891c0aff07_178) | | | | | | [126](#i56d3efaf87e44ef19c39e9891c0aff07_178) | | | | | |

| | | | [Note](#i56d3efaf87e44ef19c39e9891c0aff07_196) [18](#i56d3efaf87e44ef19c39e9891c0aff07_196)[. Investments](#i56d3efaf87e44ef19c39e9891c0aff07_196) | | | | | | [135](#i56d3efaf87e44ef19c39e9891c0aff07_196) | | | | | |

| | | | [Note](#i56d3efaf87e44ef19c39e9891c0aff07_199) [19](#i56d3efaf87e44ef19c39e9891c0aff07_199)[. Impairments](#i56d3efaf87e44ef19c39e9891c0aff07_199) | | | | | | [136](#i56d3efaf87e44ef19c39e9891c0aff07_199) | | | | | |

| | | | [Not](#i56d3efaf87e44ef19c39e9891c0aff07_202)[e](#i56d3efaf87e44ef19c39e9891c0aff07_202) [20](#i56d3efaf87e44ef19c39e9891c0aff07_202)[. Exploration Expense](#i56d3efaf87e44ef19c39e9891c0aff07_202) | | | | | | [137](#i56d3efaf87e44ef19c39e9891c0aff07_202) | | | | | |

| | | | [Note 2](#i56d3efaf87e44ef19c39e9891c0aff07_214)[4](#i56d3efaf87e44ef19c39e9891c0aff07_214)[. Major Customers](#i56d3efaf87e44ef19c39e9891c0aff07_214) | | | | | | [139](#i56d3efaf87e44ef19c39e9891c0aff07_214) | | | | | |

| | | | [Note 2](#i56d3efaf87e44ef19c39e9891c0aff07_220)[5](#i56d3efaf87e44ef19c39e9891c0aff07_220)[. Subsequent Events](#i56d3efaf87e44ef19c39e9891c0aff07_220) | | | | | | [139](#i56d3efaf87e44ef19c39e9891c0aff07_220) | | | | | |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Vine Energy Inc. from its assessment of internal control over financial reporting as of December 31, 2021, because it was acquired by the Company in a purchase business combination during 2021.

We have also excluded Vine Energy Inc. from our audit of internal control over financial reporting.

Vine Energy Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 20% and 7%, respectively, of the related consolidated financial statement amounts as of December 31, 2021 and for the period from February 10, 2021 through December 31, 2021.

Critical Audit Matters

gas reserves, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence obtained related to the data, methods, and assumptions used by management and its specialists in developing the estimates of proved oil and natural gas reserves volumes and the assumptions applied to the data related to the commodity pricing differentials and future development costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

As a basis for using this work, the specialists’ qualifications were understood and the Company’s relationship with the specialists was assessed.

These procedures also included, among others, (i) testing management’s process for developing the fair value of proved and unproved oil and natural gas properties; (ii) evaluating the appropriateness of the discounted cash flow models; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the data, methods, and significant assumptions used by management related to recoverable reserves, production rates, future operating and development costs, future commodity prices escalated by an inflationary rate after five years, adjusted for differentials, and a market-based weighted average cost of capital by operating area.

comparing to the current performance of the Company, consistency with external market and industry data, and whether the assumptions were consistent with evidence obtained in other areas of the audit.

February 24, 2022

This matter is also described in the “Critical Audit Matters” section of our report.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Valuation of Proved and Unproved Oil and Natural Gas Properties in Connection with the Application of Fresh Start Accounting*

As described in Note 3 to the consolidated financial statements, in connection with the Company’s emergence from bankruptcy, management applied fresh start accounting on February 9, 2021 and recorded the estimated fair values of its proved and unproved oil and natural gas properties of approximately $4.7 billion and approximately $483 million, respectively.

Discounted cash flow models by operating area were prepared using the estimated future revenues and operating costs for all developed properties and undeveloped properties comprising the proved and unproved reserves.

The principal considerations for our determination that performing procedures relating to the valuation of proved and unproved oil and natural gas properties in connection with the application of fresh start accounting is a critical audit matter are (i) the significant judgment by management, including the use of specialists, when developing the fair value of proved and unproved oil and natural gas properties; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence obtained related to the data, methods, and assumptions used by management and its specialists related to recoverable reserves, production rates, future operating and development costs, future commodity prices escalated by an inflationary rate after five years, adjusted for differentials, and a market-based weighted average cost of capital by operating area; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included, among others, (i) testing management’s process for developing the fair value of proved and unproved oil and natural gas properties; (ii) evaluating the appropriateness of the discounted cash flow models; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the data, methods, and significant assumptions used by management related to recoverable reserves, production rates, future operating and development costs, future commodity prices escalated by an inflationary rate after five years, adjusted for differentials, and a market-based weighted average cost of capital by operating area.

Evaluating future operating costs involved evaluating the reasonableness of the costs as compared to the past performance of the Company.

Evaluating future development costs involved evaluating whether the costs were reasonable considering the current performance of the Company, the consistency with external market and industry data, and whether the assumption was consistent with evidence obtained in other areas of the audit.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED BALANCE SHEETS – (Continued)

| Liabilities subject to compromise | | | | | | — | | | | | | | | | 8,643 | | |

| Predecessor preferred stock, $0.01 par value, 20,000,000 shares authorized: 0 and 5,563,458 shares outstanding | | | | | | — | | | | | | | | | 1,631 | | |

| Predecessor additional paid-in capital | | | | | | — | | | | | | | | | 16,937 | | |

| Successor common stock, $0.01 par value, 450,000,000 shares authorized: 117,917,349 and 0 shares issued | | | | | | 1 | | | | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Separation and other termination costs | | | | | | 11 | | | | | | | | | 22 | | | | | | 44 | | | | | | 12 | | |

| Other comprehensive income | | | | | | — | | | | | | | | | 3 | | | | | | 33 | | | | | | 35 | | |

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2021] [added: 2022] that our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management has performed an assessment of the effectiveness of the Company's internal control over financial reporting and has determined the Company’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein.

| February 22, 2023 | | | | | | | | | | | | | | |

Management’s assessment and conclusion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 excludes an assessment of the internal control over financial reporting of Vine Energy, which was acquired in a business combination on November 1, 2021.

Vine Energy represents approximately 20% of our consolidated total assets as of December 31, 2021 and approximately 7% of our consolidated revenues for the period from February 10, 2021 through December 31, 2021.

| February 24, 2022 | | | | | | | | | | | | | | |

[TABLE OF CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)

SUPPLEMENTARY INFORMATION - (Continued)

[TABLE OF CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

The other information called for by this Item 10 is incorporated herein by reference to the definitive proxy statement to be filed by Chesapeake pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 [removed: not] [added: no] later than [removed: May 2,] [added: 120 days following the fiscal year ended December 31,] 2022 (the [removed: “2022] [added: “2023] Proxy Statement”).

The information called for by this Item 11 is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information called for by this Item 12 is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information called for by this Item 13 is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information called for by this Item 14 is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

| 2.2 | | | | | | [Agreement and Plan of Merger, dated as of August 10, 2021, by and among Chesapeake Energy Corporation, Hannibal Merger Sub, Inc., Hannibal merger Sub, LLC, Vine Energy Inc. and Vine Energy holdings LLC.](https://www.sec.gov/Archives/edgar/data/0000895126/000110465921103565/tm2124808d3_ex2-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 2.1 | | | | | | [removed: 8/11/21] [added: 8/11/2021] | | | | | | | | |

| 3.3 | | | | | | [Certificate of Elimination of Series B Preferred Stock of Chesapeake [removed: Energy](https://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex332020x12x31certificateo.htm) [Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex332020x12x31certificateo.htm)] [added: Energy Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex332020x12x31certificateo.htm)] | | | | | | 10-K | | | | | | 001-13726 | | | | | | 3.3 | | | | | | 3/1/2021 | | | | | | | | |

| [removed: 10.3] [added: 10.29] | | | | | | [Credit Agreement, dated as of [removed: February] [added: December] 9, [removed: 2021,] [added: 2022,] among Chesapeake Energy Corporation, as borrower, [removed: MUFG Union] [added: JPMorgan Chase] Bank, N.A., as administrative agent, and the lenders and other parties [removed: thereto.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex101creditagreement.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000193/ex1012022-12x09rblcreditag.htm)] | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.1 | | | | | | [removed: 2/9/2021] [added: 12/12/2022] | | | | | | | | |

| [removed: 10.4] [added: 10.3] | | | | | | [Registration Rights Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the other parties signatory thereto.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex102registrationrightsagr.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.2 | | | | | | 2/9/2021 | | | | | | | | |

| [removed: 10.5] [added: 10.4] | | | | | | [Class A Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex103classawarrantagreement.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.3 | | | | | | 2/9/2021 | | | | | | | | |

[TABLE OF [removed: CONTENTS](#i56d3efaf87e44ef19c39e9891c0aff07_7)][added: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)]

| [removed: 10.6] [added: 10.5] | | | | | | [Class B Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex104classbwarrantagreement.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.4 | | | | | | 2/9/2021 | | | | | | | | |

| [removed: 10.7] [added: 10.6] | | | | | | [Class C Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex105classcwarrantagreement.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.5 | | | | | | 2/9/2021 | | | | | | | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Form of Indemnity Agreement.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex106formofindemnityagreem.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.6 | | | | | | 2/9/2021 | | | | | | | | |

| [removed: 10.9†] [added: 10.8†] | | | | | | [Chesapeake Energy Corporation 2021 Long Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex107ltip.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.7 | | | | | | 2/9/2021 | | | | | | | | |

| [removed: 10.10] [added: 10.9] | | | | | | [Purchase Agreement, dated as of February 2, 2021, by and among Chesapeake Escrow Issuer LLC, and Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, as representatives of the purchasers signatory thereto, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex10102020-12x31purchaseag.htm) | | | | | | 10-K | | | | | | 001-13726 | | | | | | 10.10 | | | | | | 3/1/2021 | | | | | | | | |

| [removed: 10.11] [added: 10.10] | | | | | | [removed: [In](https://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex10112020-12x31indenture.htm)[denture] [added: [Indenture] dated as of February 5, 2021, among Chesapeake Escrow Issuer LLC, as issuer, the guarantors signatory thereto, and Deutsche Bank Trust Company Americas, as Trustee, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex10112020-12x31indenture.htm) | | | | | | 10-K | | | | | | 001-13726 | | | | | | 10.11 | | | | | | 3/1/2021 | | | | | | | | |

| [removed: 10.12] [added: 10.11] | | | | | | [Joinder Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the Guarantors party thereto, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.](https://www.sec.gov/Archives/edgar/data/0000895126/000089512621000078/ex10122020-12x31purchaseag.htm) | | | | | | 10-K | | | | | | 001-13726 | | | | | | 10.12 | | | | | | 3/1/2021 | | | | | | | | |

| [removed: 10.13] [added: 10.12] | | | | | | [First Supplemental Indenture, dated as of February 9, 2021, by and among Chesapeake Energy Corporation, the Guarantors signatory thereto, and Deutsche Bank Trust Company Americas, as Trustee, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.](https://www.sec.gov/Archives/edgar/data/0000895126/000089512621000078/ex10132020-12x31firstsuppi.htm) | | | | | | 10-K | | | | | | 001-13726 | | | | | | 10.13 | | | | | | 3/1/2021 | | | | | | | | |

| [removed: 10.14†] [added: 10.13†] | | | | | | [Amendment to the Chesapeake Energy Corporation 2021 Long Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/0000895126/000110465921055702/tm2114198d1_ex10-3.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.3 | | | | | | 4/27/2021 | | | | | | | | |

| [removed: 10.15†] [added: 10.21†] | | | | | | [removed: [Agreement] [added: [Executive Chairman Agreement] by and between [removed: Robert D. Lawler] [added: Michael Wichterich] and Chesapeake Energy Corporation, dated [removed: April 27, 2021.](https://www.sec.gov/Archives/edgar/data/0000895126/000110465921055702/tm2114198d1_ex10-1.htm)] [added: October 11, 2021](https://www.sec.gov/Archives/edgar/data/0000895126/000110465921125057/tm2129679d1_ex10-4.htm)] | | | | | | 8-K | | | | | | 001-13726 | | | | | | [removed: 10.1] [added: 10.4] | | | | | | [removed: 4/27/2021] [added: 10/12/2021] | | | | | | | | |