Expand Energy (EXE) 10-K risk factor changes: FY2023 vs FY2022

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

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

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

[removed: In addition, actions] [added: Actions] by our customers and derivative contract counterparties in response to [removed: COVID-19] [added: such events] and [removed: its] [added: their] economic impacts, including potential non-performance or delays, [removed: may] [added: could] also have an adverse impact on our business.

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

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

[removed: Writedowns] [added: Write-downs] may occur in the future when natural gas and oil prices are [removed: low,] [added: low for sustained periods,] 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.

We may be required to [removed: write down] [added: write-down] the carrying value of a property based on natural gas 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.

A [removed: writedown] [added: write-down] constitutes a non-cash charge to earnings and does not impact cash or cash flows from operating activities; however, it reflects our long-term ability to recover an investment, reduces our reported earnings and increases certain leverage ratios.

Our forecasted [removed: 2023] [added: 2024] capital expenditures, inclusive of capitalized interest, are [removed: $1.765] [added: $1.25] - [removed: $1.835] [added: $1.35] billion compared to our [removed: 2022] [added: 2023] capital spending level of [removed: $1.9] [added: $1.8] billion.

Management continues to review operational plans for [removed: 2023] [added: 2024] and beyond, which could result in changes to projected capital expenditures and projected revenues from sales of natural gas, oil and NGL.

[removed: 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 natural gas, oil and NGL reserves.

As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 33%] [added: 34%] of our estimated proved reserves (by volume) were undeveloped.

These reserve estimates reflect our plans for capital expenditures to convert PUDs into proved developed reserves, including approximately [removed: $4.3] [added: $2.0] billion during the next five years.

The December 31, [removed: 2022] [added: 2023] present value is based on [removed: prices] [added: the price] of [removed: $6.36] [added: $2.64] per [removed: mcf] [added: Mcf] of natural gas, [removed: $93.67 per bbl of oil and $43.58 per bbl of NGL,] before basis differential adjustments.

Moreover, certain of these events could result in environmental pollution and impact to third parties, including persons living in proximity to our operations, our employees and employees of our contractors, leading to possible injuries, [removed: death or] [added: death,] significant damage to property and natural [removed: resources.][added: resources, or significant financial liabilities or penalties.]

In addition, in the ordinary [removed: course,] [added: course of business,] we and our service providers collect, process, transmit, and store proprietary and confidential data, including personal information.

We [removed: are vulnerable to] [added: face evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our digital technologies and business data, including] malicious attacks by third parties or insiders, social [removed: engineering] [added: engineering/phishing] and human error, as well as [removed: to bugs] [added: bugs, misconfigurations of hardware or software] and other vulnerabilities that may exist in our or our third-party providers’ systems or technologies.

Both the frequency and magnitude of cyberattacks is expected to increase [removed: and] [added: as] attackers are becoming more sophisticated.

As a result, we may be unable to anticipate, detect, prevent, [added: investigate] or contain future attacks, particularly as the methodologies utilized by attackers change frequently or are not recognized until launched, and we may be unable to investigate or remediate incidents because attackers are increasingly using techniques and [removed: tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.]

Further, [removed: 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 [removed: 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.

[removed: In addition, new laws] [added: We] and [removed: regulations] [added: our vendors are subject to a variety of federal and state data privacy laws, rules, regulations, industry standards and other requirements] governing data privacy and the unauthorized disclosure of confidential [removed: information] [added: information, which] pose increasingly complex compliance challenges and potentially elevate costs as we [removed: collect] [added: collect, process] and store personal data related to [added: our past, current and prospective] employees, royalty owners and other parties.

The CCPA and the CPRA, among other things, contain new disclosure obligations for businesses that collect personal information about California [removed: residents] [added: residents, provide such individuals expanded rights to access, delete,] and [removed: enhanced consumer protections for those individuals,] [added: correct their personal information,] and [added: opt-out of certain sales or transfers of personal information, and] provide for statutory fines and penalties for certain data security breaches or other CCPA and CPRA violations.

Our operations are subject to disruption from natural or human causes beyond our control, including risks from extreme weather events, such as hurricanes, severe storms, floods, droughts, heat waves, winter storms, and ambient [removed: temperature] [added: temperature, water level,] or precipitation changes, as well as wildfires, war, accidents, civil unrest, political events, earthquakes, system failures, cyber threats, terrorist acts and epidemic or pandemic diseases, such as the COVID-19 pandemic, any of which could result in suspension of operations (including those of our customers or suppliers) or harm to people, our assets or the natural environment.

The global market is also [removed: currently experiencing] [added: continuing to experience] 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.

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

Military and other armed conflicts, terrorist attacks and the threat of both, whether domestic or foreign, could cause [added: further] instability in the global financial and energy markets.

Continued instability in [added: Europe and] the Middle East and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy in unpredictable ways, including the disruption of energy supplies and markets, increased volatility in commodity prices, including petroleum products, or the possibility that the infrastructure on which we rely could be a direct target or an indirect casualty of an act of terrorism, and, in turn, could materially and adversely affect our business and results of operations.

In connection with the disclosure [removed: statement] [added: statement,] we filed with the Bankruptcy Court, and the hearing to consider confirmation of the Plan, we prepared projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan and our ability to continue operations upon our emergence from bankruptcy.

[removed: Although we do not expect this ruling to impact the availability of onshore federal gas and oil lease sales,] [added: Moreover,] the Biden Administration’s increased focus on the climate change impacts of federal [removed: projects] [added: actions] could result in [removed: similar] [added: additional] restrictions surrounding onshore drilling, onshore federal lease availability, and restrictions on the ability to obtain required permits, which could have a material adverse impact on our operations.

[removed: In addition, we] [added: We] may be required to make large, sometimes unexpected, expenditures to comply with applicable governmental laws, rules, regulations, permits or orders.

[added: The PHMSA has established a series of rules that require pipeline operators to develop and implement integrity] management programs for gas, NGL and condensate transmission pipelines as well as for certain low stress pipelines and gathering lines transporting hazardous liquids, such as oil, that, in the event of a failure, could affect “high consequence areas.” Recent PHMSA rules have also extended certain requirements for integrity assessments and leak detections beyond high consequence areas and impose a number of reporting and inspection requirements on regulated pipelines.

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

Further, legislation funding [added: the] PHMSA through 2023 requires the agency to engage in additional rulemaking to amend the integrity management program, emergency response plan, operation and maintenance manual, and pressure control recordkeeping requirements for gas distribution operators; to create new leak detection and repair program obligations; and to set new minimum federal safety standards for onshore gas gathering lines.

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 [removed: activity.][added: activity, which has caused some states, such]

*Climate Change.* Continuing political and social attention to the issue of climate change has resulted in legislative, regulatory and other initiatives to reduce [removed: greenhouse gas] [added: GHG] emissions, such as carbon dioxide and methane.

Policy makers at both the U.S. federal and state levels have [removed: introduced legislation and proposed new regulations] [added: adopted, or are considering adopting, rules] designed to quantify and limit the emission of [removed: greenhouse gases] [added: GHGs] through inventories, limitations and/or taxes on [removed: greenhouse gas] [added: GHG] emissions.

For example, [removed: on] [added: in] November [removed: 15,] 2021, the EPA proposed new regulations to establish comprehensive standards of performance and emission guidelines for methane and volatile organic compound (VOC) emissions from new and existing operations in the gas and oil sector, including the exploration and production, transmission, processing, and storage segments.

The EPA issued a supplemental proposed rule [removed: on] [added: in] November [removed: 15,] 2022 to update, strengthen and expand its November 2021 proposed rule.

Additionally, [removed: on] [added: in] November [removed: 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.

| Summary Risk Factors | | |

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

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

- The gas and oil exploration and production industry is very competitive;

- 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 business.

- Regional epidemics or pandemics and related economic turmoil, including supply chain constraints, have affected, and could in future adversely affect us.

- 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.

- Natural gas and oil operations are uncertain and involve substantial costs and risks.

- Our ability to produce natural 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 manner.

- 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 business strategy is increasingly focused on capitalizing on the growing U.S. LNG export market, a highly regulated and capital intensive industry with a number of inherent commercial risks.

U.S. LNG exports have helped drive domestic demand for natural gas, and, as a natural-gas producer, we could be materially and adversely impacted by a deterioration in the U.S. LNG export industry, which could in turn reduce demand for natural gas.

In addition, we may seek to more directly participate in the LNG market through direct marketing arrangements with LNG export facilities and/or end users, which could expose us to additional commercial risks associated with the global LNG markets.

- Cyber-attacks targeting systems and infrastructure used by the gas 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 key systems and data, our business may be harmed.

- We collect, process, store and use personal information and other data, and our actual or perceived failure to protect such information and data or comply with data privacy and security laws and regulations could damage our reputation and brand and harm our business and operating results.

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

- 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 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.

- 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.

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| Risks Related to the Southwestern Merger | | |

- The Southwestern Merger may not be completed on the terms or timeline currently contemplated, or at all.

Failure to complete or any delays in completing the Southwestern Merger could negatively impact the price of shares of our common stock, as well as our future business and financial results.

Furthermore, the Southwestern Merger agreement subjects the Company to certain restrictions prior to the effective time of the Merger that could prevent the company from pursuing certain business opportunities.

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

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

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

- Environmental matters and related costs can be significant.

- Increasing attention to ESG matters and our ability to achieve and maintain ESG certifications, goals and commitments may impact our business, financial results or stock price.

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

In addition, trading in our New Common Stock, additional issuance of New Common Stock, and certain other stock transactions could lead to an additional, potentially more restrictive, annual limitation.

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.

Ultimately, this could make it more difficult or costly for us to secure funding for exploration and production activities.

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 stock or providing financing.

Any efforts to improve our sustainability practices in response to these pressures may increase our costs, 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.

The global spread of COVID-19 created significant volatility, uncertainty, and economic disruption, including supply chain constraints, commencing in 2020, and threatens to continue to do so in 2023.

The pandemic has adversely impacted the entire global economy, and there is considerable uncertainty regarding how long the pandemic and related market conditions will persist and the extent and duration of governmental and other measures implemented to try to slow the spread of the virus, such as quarantines, shelter-in-place orders, business and government shutdowns and restrictions on operations.

Our precautionary measures and plans may not be effective in preventing future disruptions to our business.

Moreover, future operations could be negatively affected if a significant number of our employees are quarantined as a result of exposure to the virus.

Natural gas and oil prices are expected to continue to be volatile as a result of the ongoing COVID-19 pandemic and other geopolitical factors, and as changes in natural gas 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 natural gas and oil markets will have on our business, financial condition and results of operations.

At least fifteen other states have considered, and some have already enacted, privacy laws like the CCPA and the CPRA.

For example, on January 27, 2021, President Biden issued an executive order indefinitely suspending new natural gas and oil leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal gas and oil permitting and leasing practices.

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.

In response to the January 27, 2021 executive order, the U.S. Department of the Interior released its “Report On The Federal Oil And Gas Leasing Program” in November 2021, which assessed the current state of gas and oil leasing on federal lands and proposed several reforms, including raising royalty rates and implementing stricter standards for entities seeking to purchase gas and oil leases.

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

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.

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

Additionally, a number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including through the investment and voting practices of investment advisers, public pension funds, activist investors, universities and other members of the investing community.

These activities include increasing attention and demands for action related to climate change, advocating for changes to companies’ boards of directors, and promoting the use of energy saving building materials.

Although we do not believe we will be subject to the corporate minimum tax in 2023, we may become subject to it in future years.

We own a large portfolio of onshore U.S. unconventional natural gas [removed: and liquids] assets, including interests in approximately [removed: 8,400] [added: 5,000] natural gas [removed: and oil] wells as of December 31, [removed: 2022.][added: 2023.]

Our liquids-rich resource play [removed: is] [added: was] in the Eagle Ford Shale in South Texas (“Eagle Ford”).

[removed: In August 2022, we announced that we viewed the assets in Eagle Ford as non-core to our future capital allocation strategy, and in] [added: On] January [added: 17,] 2023, we entered into an agreement to sell a portion of our Eagle Ford assets to WildFire Energy I LLC for [added: approximately] $1.425 [removed: billion.][added: billion, subject to post-closing adjustments.]

[removed: Additionally, in] [added: On] February [added: 17,] 2023, we entered into an agreement to sell a portion of our remaining Eagle Ford assets to INEOS Energy for [added: approximately] $1.4 [removed: billion.][added: billion, subject to post-closing adjustments.]

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, [removed: low] [added: lower] carbon energy to [removed: the United States.][added: markets in need.]

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

- Reduce our methane intensity to 0.02% by 2025 (achieved approximately [removed: 0.05%] [added: 0.02%] in [removed: 2022);] [added: 2023 for our natural gas assets);] and

- Reduce our GHG intensity to 3.0 metric tons CO2 equivalent per thousand barrel of oil equivalent by 2025 (achieved approximately [removed: 3.9] [added: 2.1] in [removed: 2022).][added: 2023 for our natural gas assets).]

[removed: As] [added: By the end] of [removed: December 31,] 2022, we [removed: have] [added: had] received [removed: certification] [added: certifications] for all our operated gas assets in Haynesville and Marcellus as responsibly sourced gas.

The [removed: MiQ] [added: independent] certification [added: of our production as responsibly sourced] provides a verified approach to tracking our [added: progress towards our] commitment to reduce our methane intensity, as well as [removed: support] [added: supporting] our overall objective of achieving net-zero Scope 1 and 2 [removed: greenhouse gas] [added: GHG] emissions by 2035.

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

[removed: We] [added: However, we] are not able to compare the 40 days from January 1, 2021 through February 9, 2021 operating results to any [removed: of the] previous periods reported in the consolidated financial statements and do not believe reviewing this period in isolation would be useful in identifying any [removed: trends] [added: trend] in, or reaching any conclusions regarding, our overall operating performance.

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

On March 25, 2022, we [removed: completed] [added: closed] 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 [removed: February 17, 2023] [added: August 11, 2023,] we entered into an agreement to sell [removed: a] [added: the final] portion of our remaining Eagle Ford assets to [removed: INEOS Energy] [added: SilverBow Resources, Inc. (“SilverBow”)] for [removed: $1.4 billion.][added: approximately $700 million, subject to post-closing adjustments.]

The natural gas gathering pipeline [removed: in-service] is projected for [removed: the fourth quarter of 2024,] [added: a potential in-service date in 2025,] and the carbon sequestration portion of the project is subject to regulatory approvals.

[removed: As] [added: Through the end] of [removed: December 31, 2022,] [added: the 2023 Successor Period,] we have made [added: total] capital contributions of [removed: $18] [added: $238] million to the project.

[removed: During 2022,] [added: From March 2022 through the 2023 Successor Period,] we repurchased approximately [removed: 11.7] [added: 16.0] million shares of our common stock pursuant to the share repurchase [removed: program and had $927 million available under the share repurchase program as of December 31, 2022.][added: program.]

In addition, we have paid dividends of approximately [removed: $1.2 billion,] [added: $487 million,] in aggregate, on our common stock during [removed: 2022.][added: the 2023 Successor Period.]

In August [removed: 2022,] [added: 2023,] we increased our quarterly base dividend [added: rate] by [removed: 10%] [added: 4.5%] to [removed: $0.55] [added: $0.575] per share beginning with the dividend that was paid on September [removed: 1, 2022.][added: 6, 2023.]

For additional discussion regarding risks associated with [removed: the COVID-19 pandemic,] [added: price volatility and economic deterioration,] see Item 1A Risk Factors in this report.

[removed: The Russian invasion] [added: Instability and conflict in Europe and the Middle East] has caused, and could intensify, volatility in natural gas, oil and NGL prices, and may [removed: have an] [added: further] impact on global growth prospects, which could in turn affect [added: supply and] demand for natural gas and oil.

Our [removed: 2023] [added: 2024] estimated cash flow is partially protected from commodity price volatility due to our current hedge positions that cover approximately [removed: 56%] [added: 60%] of our projected natural gas volumes for [removed: 2023.][added: 2024.]

We continue to monitor [removed: the situation] [added: these situations] and assess [removed: its] [added: their] impact on our business, including [removed: our] business partners and [removed: customers, as we work to limit our supply chain risk.][added: customers.]

For the [removed: 2022] [added: 2023] Successor Period, our primary sources of capital resources and liquidity have consisted of internally generated cash flows from [removed: operations] [added: operations, proceeds from the divestitures of our Eagle Ford assets] and borrowings under our [removed: credit agreements,] [added: New Credit Facility,] and our primary uses of cash have been for the development of our natural gas and oil properties, [removed: acquisitions of additional natural gas properties] and return of value to stockholders through dividends and equity repurchases.

Accordingly, our liquidity in the 2021 [removed: and 2020] Predecessor [removed: Periods] [added: Period] depended mainly on cash generated from operations and available funds under certain credit agreements including the DIP [removed: Facility in the 2021 Predecessor Period and revolving credit facility in the 2020 Predecessor Period.][added: Facility.]

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, large portfolio of onshore U.S. unconventional natural gas [removed: and liquids] assets and improving ESG performance.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $1.0] [added: $3.1] billion of liquidity available, including [removed: $130 million] [added: $1.1 billion] of cash on hand and [removed: $0.9] [added: $2.0] billion of aggregate unused borrowing capacity available under the New Credit Facility.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $1.05 billion of] [added: no] outstanding borrowings under our New Credit Facility and [removed: $35] [added: $7] million utilized for various letters of credit.

See [Note [removed: 6](#i3cdecc161ea54441877b6c1706827d09_157)] [added: 6](#ia667cf758ac34907aec4cb317c545326_160)] 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.

Under this base and variable dividend approach, we paid dividends of [removed: $1.2 billion,] [added: $487 million,] in aggregate, on our common stock in the [removed: 2022] [added: 2023] Successor Period.

See [Note [removed: 12](#i3cdecc161ea54441877b6c1706827d09_178)] [added: 12](#ia667cf758ac34907aec4cb317c545326_181)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

See [Item [removed: 7A](#i3cdecc161ea54441877b6c1706827d09_115)] [added: 7A](#ia667cf758ac34907aec4cb317c545326_118)] 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: 2022,] [added: 2023,] our material contractual obligations include repayment of senior notes, [removed: outstanding borrowings and interest payment obligations under the New Credit Facility,] derivative obligations, asset retirement obligations, lease obligations, 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 natural [removed: gas, oil and NGL] [added: gas] to move certain of our production to market.

The estimated gross undiscounted future commitments under these agreements were approximately [removed: $4.3] [added: $2.1] billion as of December 31, [removed: 2022.][added: 2023.]

See [removed: [Notes 6](#i3cdecc161ea54441877b6c1706827d09_157), [7](#i3cdecc161ea54441877b6c1706827d09_160), [9](#i3cdecc161ea54441877b6c1706827d09_169), [15](#i3cdecc161ea54441877b6c1706827d09_187), [18](#i3cdecc161ea54441877b6c1706827d09_196)] [added: [Note 6](#ia667cf758ac34907aec4cb317c545326_160)] and [removed: [2](#i3cdecc161ea54441877b6c1706827d09_211)[2](#i3cdecc161ea54441877b6c1706827d09_211)] [added: [Note 2](#ia667cf758ac34907aec4cb317c545326_148)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

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

See [Note [removed: 6](#i3cdecc161ea54441877b6c1706827d09_157)] [added: 6](#ia667cf758ac34907aec4cb317c545326_160)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

For the year ending December 31, [removed: 2023,] [added: 2024,] we currently expect to [removed: bring or have online] [added: drill] approximately [removed: 145] [added: 95] to [removed: 165] [added: 115] gross wells across [removed: 10] [added: 7] to [removed: 12] [added: 9] rigs and plan to invest between approximately [removed: $1.765] [added: $1.25] – [removed: $1.835] [added: $1.35] billion in capital expenditures.

During 2023, we completed our exit from Eagle Ford through three separate divestiture transactions, with aggregate proceeds from these three transactions exceeding $3.5 billion, subject to customary post-closing adjustments.

In 2023, we continued to maintain these independent certifications.

*Merger Agreement*

On January 10, 2024, Chesapeake and Southwestern entered into an all-stock merger agreement.

Southwestern is an independent energy company engaged in development, exploration and production activities, including related marketing activities, within its operating areas in the Marcellus and Haynesville shale plays.

Pursuant to the terms of the merger agreement, at the effective time of the Southwestern Merger, each eligible share of Southwestern common stock issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive 0.0867 of a share of Chesapeake’s common stock.

Our Board of Directors and the Board of Directors of Southwestern both approved the merger agreement.

Subject to the approval of our shareholders and Southwestern shareholders, regulatory approvals and the satisfaction or waiver of other customary closing conditions, the Southwestern Merger is targeted to close in the second quarter of 2024.

This transaction closed on March 20, 2023 (with an effective date of October 1, 2022) and resulted in the recognition of a gain of approximately $337 million.

This transaction closed on April 28, 2023 (with an effective date of October 1, 2022) and resulted in the recognition of a gain of approximately $470 million.

Subject to the satisfaction of certain commodity price triggers, we may receive up to an additional $50 million cash consideration shortly following the first anniversary of the transaction close date.

This transaction closed on November 30, 2023 (with an effective date of February 1, 2023) and resulted in the recognition of a gain of approximately $140 million.

*LNG Agreement*

On February 13, 2024, we announced our entrance into an LNG export deal that includes executed Sales and Purchase Agreements (“SPA”) for long-term liquefaction offtake.

Under the SPAs, we will purchase approximately 0.5 million tonnes of LNG per annum from Delfin LNG LLC at a Henry Hub price with a contract targeted start date in 2028, then deliver to Gunvor Group Ltd on a free on board basis with the sales price linked to the Japan Korea Market for a period of 20 years.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

The share repurchase program expired on December 31, 2023.

*Economic and Market Conditions*

In addition, a mild winter in 2023 and historically higher inventory levels have resulted in an observed decline in natural gas pricing in 2023 and at the beginning of 2024.

We believe our cost structure and liquidity position will enable us to successfully navigate continued price volatility.

During 2023, our industry continued to experience inflationary pressures, including increased demand for oilfield service equipment, rising fuel costs, and labor shortages, which resulted in observed increases to our operating and capital costs that were not fixed.

Uncertainty regarding a potential economic downturn or recession in certain regions, or globally, may introduce new pressures or accelerate or intensify the pressures currently facing the industry.

Recent reductions in rig activity in the lower 48 states of the United States allowed service costs to stabilize in the second half of 2023.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

See [Notes 6](#ia667cf758ac34907aec4cb317c545326_160), [7](#ia667cf758ac34907aec4cb317c545326_163), [9](#ia667cf758ac34907aec4cb317c545326_172), [15](#ia667cf758ac34907aec4cb317c545326_190), [18](#ia667cf758ac34907aec4cb317c545326_199) and [20](#ia667cf758ac34907aec4cb317c545326_211) of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

| | | | | | | Year Ended December 31, 2023 | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | |

| Payments on New Credit Facility, net | | | | | | (1,050) | | | | | | — | | | | | | — | | | | | | | | | — | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

The decrease in the 2023 Successor Period is primarily due to lower prices for the natural gas, oil and NGL we sold as well as decreased sales volumes related to our Eagle Ford divestitures.

In the 2023 Successor Period, we sold our Eagle Ford assets through three separate transactions resulting in total cash proceeds of $2.5 billion after customary post-closing adjustments.

Our capital expenditures during the 2023 Successor Period were in line with the 2022 Successor Period, primarily as a result of increased drilling and completion activity within our Haynesville operating area, partially offset by reduced activity due to our Eagle Ford divestitures.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

*Payments on New Credit Facility, net*

During the 2023 Successor Period, we made net repayments of $1.05 billion on the New Credit Facility, utilizing a portion of the proceeds from the Eagle Ford divestitures and also internally generated cash provided by operating activities.

In March 2022, we commenced our share repurchase program.

During the 2023 Successor Period, we repurchased 4.4 million shares of our common stock for an aggregate cost of approximately $355 million.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

Below is a discussion of changes in our results of operations for the 2023 Successor Period compared to the 2022 Successor Period.

| | | |

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

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

Although GAAP requires that we report on our results for the periods January 1, 2021 through February 9, 2021 and February 10, 2021 through December 31, 2021 separately, management views our operating results for the year ended December 31, 2021 by combining the results of the 2021 Predecessor Period and the 2021 Successor Period because management believes such presentation provides the most meaningful comparison of our results to prior periods.

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

Additionally, there were no changes in policies between the periods, and any material impacts as a result of fresh start accounting were included within the discussion of these changes.

These combined results do not comply with GAAP and have not been prepared as pro forma results under applicable regulations, but are presented because we believe they provide the most meaningful comparison of our results to prior periods.

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.

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

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

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

*COVID-19 Pandemic and Impact on Global Demand for Natural Gas and Oil*

The global spread of COVID-19 created significant volatility, uncertainty, and economic disruption commencing in 2020, and threatens to continue to do so in 2023.

The ongoing pandemic has resulted in widespread adverse impacts on the global economy and on our customers and other parties with whom we have business relations.

To date, we have experienced limited operational impacts as a result of COVID-19 or related governmental restrictions.

While we cannot predict the full impact that COVID-19 and its variants, or the related significant disruption and volatility in the natural gas and oil markets will have on our business, cash flows, liquidity, financial condition and results of operations, we believe our cost structure and liquidity position us well to address continued price and demand volatility.

*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.

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.

In addition to the recent weakening in commodity prices, the industry is 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.

We expect that approximately 85% of our 2023 capital expenditures will be directed toward our natural gas assets.

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

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

| Proceeds from pre-petition revolving credit facility borrowings, net | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 339 | | |

| Cash paid to purchase debt | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (94) | | |

| Cash paid for preferred stock dividends | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (22) | | |

The increase in the 2021 Successor Period is primarily the result of higher prices for the natural gas, oil and NGL we sold, coupled with a decrease in cash interest and GP&T costs following our emergence from bankruptcy.

In the 2020 Predecessor Period, we divested our Mid-Continent asset for $130 million and certain non-core assets for approximately $6 million.

Our capital expenditures decreased in the combined 2021 Successor and Predecessor Periods compared to the 2020 Predecessor Period primarily as a result of decreased drilling and completion activity mainly in our liquids-rich plays.

In the 2020 Predecessor Period, we paid $109 million of one-time fees to lenders to establish our DIP Credit Facility and Exit Credit Facility.

*Cash Paid to Purchase Debt*

In the 2020 Predecessor Period, we repurchased approximately $160 million aggregate principal amount of our senior notes for $94 million.

During the 2021 Successor Period, we paid common stock base dividends of $119 million.

*Cash Paid for Preferred Stock Dividends*

We paid dividends of $22 million on our Predecessor preferred stock during the 2020 Predecessor Period.

On April 17, 2020, we announced that we were suspending payment of dividends on each series of our outstanding convertible preferred stock.

On the Effective Date of the Chapter 11 Cases, each holder of an equity interest in the Predecessor had such interest canceled, released, and extinguished without any distribution.

A discussion of changes in our results of operations for the combined 2021 Successor and Predecessor Periods compared to the 2020 Predecessor Period has been omitted from this Form 10-K, but may be found in *[Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](https://www.sec.gov/Archives/edgar/data/895126/000089512622000029/chk-20211231.htm#i56d3efaf87e44ef19c39e9891c0aff07_109)* of our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on February 24, 2022.

See [Note [removed: 15](#i3cdecc161ea54441877b6c1706827d09_187)] [added: 15](#ia667cf758ac34907aec4cb317c545326_190)] 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: 2022] [added: 2023] Successor Period, natural gas, oil and NGL revenues, excluding any effect of our derivative instruments, were [removed: $7.803 billion, $1.864 billion,] [added: $2,853 million, $596 million,] and [removed: $225] [added: $98] million, respectively.

Based on production, natural gas, oil and NGL revenue for the [removed: 2022] [added: 2023] Successor Period would have increased or decreased by approximately [removed: $780] [added: $285] million, [removed: $186] [added: $60] million, and [removed: $23] [added: $10] million, respectively, for each 10% increase or decrease in prices.

A 10% increase in forward natural gas prices would decrease the valuation of natural gas derivatives by approximately [removed: $324] [added: $188] million, while a 10% decrease would increase the valuation by [removed: $321] [added: $191] million.

This fair value change assumes volatility based on prevailing market parameters at December 31, [removed: 2022.][added: 2023.]

See [Note [removed: 15](#i3cdecc161ea54441877b6c1706827d09_187)] [added: 15](#ia667cf758ac34907aec4cb317c545326_190)] 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 [removed: positions.][added: positions, including information about the contingent consideration arrangement.]

Our exposure to interest rate changes relates primarily to borrowings under our New Credit Facility [added: for the 2023 Successor Period, our New Credit Facility] and Exit Credit Facility for the 2022 Successor Period, the Exit Credit Facility for the 2021 Successor Period and the [removed: pre-petition revolving credit facility and] DIP Facility for the 2021 [removed: and 2020] Predecessor [removed: Periods.][added: Period.]

Interest is payable on borrowings under [removed: these] [added: each respective] credit [removed: agreements] [added: facility] based on [removed: a] floating [removed: rate.][added: rates.]

See [Note [removed: 6](#i3cdecc161ea54441877b6c1706827d09_157)] [added: 6](#ia667cf758ac34907aec4cb317c545326_160)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information.

As of December 31, [removed: 2022,] [added: 2023,] we [removed: had $1.05 billion of] [added: did not have any] outstanding borrowings under our New Credit Facility.

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

As of December 31, 2023, the fair value of our natural gas derivatives was a net asset of $687 million.

As of December 31, 2023, we did not have any open oil or NGL derivative positions.

Additionally, should oil prices not meet the average target prices specified with the contingent payment from SilverBow, we may not receive any payment from the up to $50 million contingent consideration arrangement.

As of December 31, 2022, the fair values of our natural gas and oil derivatives were net liabilities of $501 million and $24 million, respectively.

A 10% increase in forward oil prices would decrease the valuation of oil derivatives by $22 million, while a 10% decrease would increase the valuation by $22 million.

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

We own a large portfolio of onshore U.S. unconventional natural gas [removed: and liquids] assets, including interests in approximately [removed: 8,400] [added: 5,000] gross natural gas [removed: and oil] wells.

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

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](#i3cdecc161ea54441877b6c1706827d09_145)] [added: 2](#ia667cf758ac34907aec4cb317c545326_148)] and [Note [removed: 3](#i3cdecc161ea54441877b6c1706827d09_148)] [added: 3](#ia667cf758ac34907aec4cb317c545326_151)] 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.

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

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, [removed: low] [added: lower] carbon energy to [removed: the United States.][added: markets in need.]

[removed: *Eagle Ford -*] [added: |] Eagle Ford [removed: Shale in South Texas.][added: | | | | | | 32 | | | | | | 21 | | | | | | 52 | | | | | | 32 | | | | | | 12 | | | | | | 7 | | |]

As of December 31, [removed: 2022,] [added: 2023,] we held an interest in approximately [removed: 8,400] [added: 5,000] gross productive [added: gas] wells, including [removed: 6,700] [added: 3,300 (1,900 net)] wells in which we held a working interest and 1,700 wells in which we held an overriding or royalty interest.

Of the [removed: 6,700 (4,300 net)] [added: 3,300] wells in which we held a working interest, [removed: 3,500 (2,100 net) wells were classified as productive natural gas] [added: we operated 2,800 gross] wells and [removed: 3,200 (2,200 net) wells were classified as productive oil] [added: held a non-operating working interest in 500 gross] wells.

We also completed [removed: 216] [added: 166] gross [removed: (151] [added: (108] net) wells as operator and participated in another [removed: 22] [added: 28] gross (1 net) wells completed by other operators.

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

| | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | |

| Productive | | | | | | [removed: 237] [added: 194] | | | | | | 100 | | | | | | [removed: 151] [added: 109] | | | | | | 100 | | | | | | [removed: 137] [added: 237] | | | | | | 100 | | | | | | [removed: 74] [added: 151] | | | | | | 100 | | | | | | [removed: 203] [added: 137] | | | | | | 100 | | | | | | [removed: 126] [added: 74] | | | | | | 100 | | |

| Total | | | | | | [removed: 237] [added: 194] | | | | | | 100 | | | | | | [removed: 151] [added: 109] | | | | | | 100 | | | | | | [removed: 137] [added: 237] | | | | | | 100 | | | | | | [removed: 74] [added: 151] | | | | | | 100 | | | | | | [removed: 203] [added: 137] | | | | | | 100 | | | | | | [removed: 126] [added: 74] | | | | | | 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] | | |

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

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

| | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Marcellus | | | | | | [removed: 103] [added: 78] | | | | | | [removed: 59] [added: 37] | | | | | | [removed: 83] [added: 103] | | | | | | [removed: 34] [added: 59] | | | | | | [removed: 79] [added: 83] | | | | | | [removed: 33] [added: 34] | | |

| Haynesville | | | | | | [removed: 83] [added: 84] | | | | | | [removed: 61] [added: 51] | | | | | | [removed: 40] [added: 83] | | | | | | [removed: 31] [added: 61] | | | | | | [removed: 21] [added: 40] | | | | | | [removed: 19] [added: 31] | | |

| Eagle Ford | | | | | | [removed: 52 | | | | | | 32 | | | | | | 12] [added: 7] | | | | | | [removed: 7] [added: 3.0] | | | | | | [removed: 86] [added: 0.7] | | | | | | [removed: 65] [added: 29] | | |

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

| Total | | | | | | [removed: 238] [added: 194] | | | | | | [removed: 152] [added: 109] | | | | | | [removed: 139] [added: 238] | | | | | | [removed: 75] [added: 152] | | | | | | [removed: 205] [added: 139] | | | | | | [removed: 128] [added: 75] | | |

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 91] [added: 92] gross [removed: (59] [added: (58] net) wells in the process of being drilled or completed.

| Marcellus | | | | | | [removed: 471] [added: 50] | | | | | | — | | | | | | — | | | | | | [removed: 471] [added: 50] | | |

| Haynesville | | | | | | [removed: 265] [added: 22] | | | | | | — | | | | | | — | | | | | | [removed: 265] [added: 22] | | |

| Marcellus | | | | | | $ | [removed: 3.16] [added: 3.25] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 3.16] [added: 3.25] | | | | | $ | 0.08 | | | | | $ | 0.68 | |

| Haynesville | | | | | | $ | [removed: 3.96] [added: 4.10] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 3.96] [added: 4.10] | | | | | $ | 0.24 | | | | | $ | 0.49 | |

The tables below set forth information as of December 31, [removed: 2022,] [added: 2023,] with respect to our estimated proved reserves, the associated estimated future net revenue, the present value of estimated future net revenue and the standardized measure of discounted future net cash flows.

| Standardized measure(b) | | | | | | | | | | | | | | | | | | $ | [removed: 26,305] [added: 4,477] | |

| Estimated future net revenue(b) | | | | | | $ | [removed: 42,773] [added: 6,194] | | | | | $ | [removed: 18,333] [added: 2,360] | | | | | $ | [removed: 61,106] [added: 8,554] | |

| Present value of estimated future net revenue (PV-10)(b) | | | | | | $ | [removed: 22,356] [added: 3,728] | | | | | $ | [removed: 10,344] [added: 843] | | | | | $ | [removed: 32,700] [added: 4,571] | |

(a) [removed: Marcellus, Haynesville] [added: Marcellus] and [removed: Eagle Ford] [added: Haynesville] accounted for approximately [removed: 51%, 31%,] [added: 73%] and [removed: 18%,] [added: 27%,] respectively, of our estimated proved reserves by volume as of December 31, [removed: 2022.][added: 2023.]

(b) Estimated future net revenue represents the estimated future revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using pricing differentials and costs under existing economic conditions as of December 31, [removed: 2022,] [added: 2023,] and assuming commodity prices as set forth below.

For the purpose of determining prices used in our reserve reports, we used the unweighted arithmetic average of the prices on the first day of each month within the 12-month period ended December 31, [removed: 2022.][added: 2023.]

The [removed: prices] [added: price] used in our PV-10 measure [removed: were $6.36] [added: was $2.64] per [removed: mcf] [added: Mcf] of natural gas, [removed: $93.67 per bbl of oil and $43.58 per bbl of NGL,] before basis differential adjustments.

[removed: These prices] [added: This price] should not be interpreted as a prediction of future prices, nor [removed: do they] [added: does it] reflect the value of our commodity derivative instruments in place as of December 31, [removed: 2022.][added: 2023.]

The present value of estimated future net revenue typically differs from the standardized measure because the former does not include the effects of estimated future income tax expense of [removed: $6.4 billion] [added: $94 million] as of December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] our proved reserve estimates included [removed: 4,321] [added: 3,325] Bcfe of reserves classified as proved undeveloped, compared to [removed: 3,963] [added: 4,321] Bcfe as of December 31, [removed: 2021.][added: 2022.]

Presented below is a summary of changes in our proved undeveloped reserves for [removed: 2022:][added: 2023:]

| Proved undeveloped reserves, beginning of period | | | | | | [removed: 3,963] [added: 4,321] | | |

On January 10, 2024, Chesapeake and Southwestern entered into an all-stock merger agreement.

Southwestern is an independent energy company engaged in development, exploration and production activities, including related marketing activities, within its operating areas in the Marcellus and Haynesville shale plays.

Pursuant to the terms of the merger agreement, at the effective time of the Southwestern Merger, each eligible share of Southwestern common stock issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive 0.0867 of a share of Chesapeake’s common stock.

Our Board of Directors and the Board of Directors of Southwestern both approved the merger agreement.

Subject to the approval of our shareholders and Southwestern shareholders, regulatory approvals and the satisfaction or waiver of other customary closing conditions, the Southwestern Merger is targeted to close in the second quarter of 2024.

During 2023, we completed our exit from Eagle Ford through three separate divestiture transactions, with aggregate proceeds from these transactions exceeding $3.5 billion, subject to customary post-closing adjustments.

*Deep, Attractive Inventory.* We hold leading positions in each of the two premier natural gas fields in the U.S. offering premium rock, returns and runway.

Our prioritization of best-in-class execution further unlocks these resources to the benefit of our stakeholders.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

| 2023 Successor Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | 669 | | | | | | — | | | | | | — | | | | | | 669 | | |

| Haynesville | | | | | | 566 | | | | | | — | | | | | | — | | | | | | 566 | | |

| Eagle Ford | | | | | | 31 | | | | | | 7.7 | | | | | | 3.8 | | | | | | 100 | | |

| Total Production | | | | | | 1,266 | | | | | | 7.7 | | | | | | 3.8 | | | | | | 1,335 | | |

| 2022 Successor Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2021 Successor Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | 421 | | | | | | — | | | | | | — | | | | | | 421 | | |

| Haynesville | | | | | | 243 | | | | | | — | | | | | | — | | | | | | 243 | | |

| Eagle Ford | | | | | | 44 | | | | | | 19.5 | | | | | | 6.0 | | | | | | 198 | | |

| Total Production | | | | | | 727 | | | | | | 22.5 | | | | | | 7.1 | | | | | | 905 | | |

| 2021 Predecessor Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Production | | | | | | 80 | | | | | | 3.4 | | | | | | 0.9 | | | | | | 105 | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

| 2023 Successor Period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | $ | 2.22 | | | | | $ | — | | | | | $ | — | | | | | $ | 2.22 | | | | | $ | 0.12 | | | | | $ | 0.65 | |

| Haynesville | | | | | | $ | 2.30 | | | | | $ | — | | | | | $ | — | | | | | $ | 2.30 | | | | | $ | 0.33 | | | | | $ | 0.46 | |

| Eagle Ford | | | | | | $ | 2.25 | | | | | $ | 77.80 | | | | | $ | 25.62 | | | | | $ | 7.64 | | | | | $ | 0.91 | | | | | $ | 1.57 | |

| Total | | | | | | $ | 2.25 | | | | | $ | 77.80 | | | | | $ | 25.62 | | | | | $ | 2.66 | | | | | $ | 0.27 | | | | | $ | 0.64 | |

| 2022 Successor Period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2021 Successor Period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Eagle Ford | | | | | | $ | 4.02 | | | | | $ | 69.25 | | | | | $ | 29.76 | | | | | $ | 8.65 | | | | | $ | 0.88 | | | | | $ | 1.46 | |

| Total | | | | | | $ | 3.61 | | | | | $ | 69.07 | | | | | $ | 31.37 | | | | | $ | 4.87 | | | | | $ | 0.33 | | | | | $ | 0.86 | |

| 2021 Predecessor Period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marcellus | | | | | | $ | 2.42 | | | | | $ | — | | | | | $ | — | | | | | $ | 2.42 | | | | | $ | 0.08 | | | | | $ | 0.70 | |

| Haynesville | | | | | | $ | 2.44 | | | | | $ | — | | | | | $ | — | | | | | $ | 2.44 | | | | | $ | 0.19 | | | | | $ | 0.49 | |

| Eagle Ford | | | | | | $ | 2.57 | | | | | $ | 53.37 | | | | | $ | 23.94 | | | | | $ | 6.71 | | | | | $ | 0.71 | | | | | $ | 1.55 | |

| Total | | | | | | $ | 2.45 | | | | | $ | 53.21 | | | | | $ | 25.92 | | | | | $ | 3.77 | | | | | $ | 0.30 | | | | | $ | 0.96 | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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

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.

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.

During 2022, we operated 6,000 gross wells and held a non-operating working interest in 700 gross wells.

| Mid-Continent | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5 | | | | | | — | | |

| Other | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 2 | | |

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

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

| 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 | | |

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

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

| 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 | |

| Eagle Ford | | | | | | $ | 1.90 | | | | | $ | 38.38 | | | | | $ | 10.93 | | | | | $ | 4.62 | | | | | $ | 0.65 | | | | | $ | 1.54 | |

| Total | | | | | | $ | 1.73 | | | | | $ | 38.16 | | | | | $ | 11.55 | | | | | $ | 2.81 | | | | | $ | 0.38 | | | | | $ | 1.11 | |

| | | | | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| Proved developed | | | | | | 7,385 | | | | | | 157.2 | | | | | | 58.9 | | | | | | 8,681 | | |

| Proved undeveloped | | | | | | 3,984 | | | | | | 41.2 | | | | | | 15.0 | | | | | | 4,321 | | |

| Total proved(a) | | | | | | 11,369 | | | | | | 198.4 | | | | | | 73.9 | | | | | | 13,002 | | |

The net upward revision primarily resulted from development plan optimization through prioritizing longer laterals and multi-well pad development in Haynesville for 834 bcfe, 146 bcfe of upward revisions to existing PUD forecasts in Marcellus and Haynesville, partially offset by a downward revision of 114 bcfe due to development plan changes in Marcellus and Eagle Ford.

| Marcellus | | | | | | 566 | | | | | | 330 | | | | | | 167 | | | | | | 135 | | | | | | 733 | | | | | | 465 | | |

| Haynesville | | | | | | 359 | | | | | | 322 | | | | | | 111 | | | | | | 56 | | | | | | 470 | | | | | | 378 | | |

| Eagle Ford | | | | | | 681 | | | | | | 480 | | | | | | 213 | | | | | | 117 | | | | | | 894 | | | | | | 597 | | |

| Other(a) | | | | | | 316 | | | | | | 293 | | | | | | 1,348 | | | | | | 1,275 | | | | | | 1,664 | | | | | | 1,568 | | |

| Total | | | | | | 1,922 | | | | | | 1,425 | | | | | | 1,839 | | | | | | 1,583 | | | | | | 3,761 | | | | | | 3,008 | | |

Shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change and requiring agencies to review environmental actions taken by the Trump administration, as well as a memorandum to departments and agencies to refrain from proposing or issuing rules until a departmental or agency head appointed or designated by the Biden administration has reviewed and approved the rule.

In November 2021, the Biden Administration released “The Long-Term Strategy of the United States: Pathways to Net-Zero Greenhouse Gas Emissions by 2050,” which establishes a roadmap to net zero emissions in the United States by 2050 through, among other things, improving energy efficiency; decarbonizing energy sources via electricity, hydrogen, and sustainable biofuels; and reducing non-carbon dioxide GHG emissions, such as methane and nitrous oxide.

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

In addition, the United States is one of almost 200 nations that, in December 2015, agreed to the Paris Agreement, an international climate change agreement in Paris, France that calls for countries to set their own GHG emissions targets and be transparent about the measures each country will take to achieve its GHG emissions targets.

See [Note [removed: 2](#i3cdecc161ea54441877b6c1706827d09_145)] [added: 7](#ia667cf758ac34907aec4cb317c545326_163)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for [removed: additional information.][added: information regarding our estimation and provision for potential losses related to litigation and regulatory proceedings.]

[removed: *Business Operations.*] We are involved in various [added: regulatory proceedings,] lawsuits and disputes [removed: incidental to] [added: arising in the ordinary course of] our business operations, including commercial disputes, personal injury claims, royalty claims, property damage claims and contract actions.

The majority of [removed: these prepetition] [added: the] legal proceedings [added: that] were [added: in existence prior to the Petition Date were] settled during the Chapter 11 Cases or will be resolved in connection with the claims reconciliation process before the Bankruptcy Court.

*Chapter 11 Proceedings*

Commencement of the Chapter 11 Cases automatically stayed the proceedings and actions against us that are referenced below, in addition to actions seeking to collect pre-petition indebtedness or to exercise control over the property of the Company’s bankruptcy estates.

The Plan in the Chapter 11 Cases, which became effective on February 9, 2021, provided for the treatment of claims against the Company’s bankruptcy estates, including pre-petition liabilities that had not been satisfied or addressed during the Chapter 11 Cases.

We were involved in a number of litigation and regulatory proceedings as of the Petition Date.

Many of these proceedings were in early stages, and many of them sought damages and penalties, the amount of which is currently indeterminate.

See [Note 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 CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)

*Other Matters*

For the [removed: Fiscal Year Ended] [added: fiscal year ended] December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting [removed: company] [added: company,] or an emerging growth company.

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting [removed: company"] [added: company,"] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by [removed: Sections] [added: Section] 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

The aggregate market value of our common stock held by non-affiliates on June 30, [removed: 2022,] [added: 2023] was approximately [removed: $3.6] [added: $7.6] billion.

As of February [removed: 16, 2023,] [added: 15, 2024,] there were [removed: 134,719,821] [added: 130,794,770] shares of our [removed: $0.01 par value] common stock outstanding.

Portions of the proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference in Part III.

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| | | | [Liquidity and Capital [removed: Resources](#i3cdecc161ea54441877b6c1706827d09_106)] [added: Resources](#ia667cf758ac34907aec4cb317c545326_106)] | | | | | | [removed: [47](#i3cdecc161ea54441877b6c1706827d09_106)] [added: [59](#ia667cf758ac34907aec4cb317c545326_106)] | | | | | |

| | | | [Results of [removed: Operations](#i3cdecc161ea54441877b6c1706827d09_109)] [added: Operations](#ia667cf758ac34907aec4cb317c545326_109)] | | | | | | [removed: [53](#i3cdecc161ea54441877b6c1706827d09_109)] [added: [64](#ia667cf758ac34907aec4cb317c545326_109)] | | | | | |

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| [Item [removed: 8](#i3cdecc161ea54441877b6c1706827d09_118).] [added: 8](#ia667cf758ac34907aec4cb317c545326_121).] | | | [Financial Statements and Supplementary [removed: Data](#i3cdecc161ea54441877b6c1706827d09_118)] [added: Data](#ia667cf758ac34907aec4cb317c545326_121)] | | | | | | [removed: [65](#i3cdecc161ea54441877b6c1706827d09_118)] [added: [80](#ia667cf758ac34907aec4cb317c545326_121)] | | | | | |

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| [Item [removed: 11.](#i3cdecc161ea54441877b6c1706827d09_244)] [added: 11.](#ia667cf758ac34907aec4cb317c545326_241)] | | | [Executive [removed: Compensation](#i3cdecc161ea54441877b6c1706827d09_244)] [added: Compensation](#ia667cf758ac34907aec4cb317c545326_241)] | | | | | | [removed: [134](#i3cdecc161ea54441877b6c1706827d09_244)] [added: [147](#ia667cf758ac34907aec4cb317c545326_241)] | | | | | |

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| [Item [removed: 13.](#i3cdecc161ea54441877b6c1706827d09_250)] [added: 13.](#ia667cf758ac34907aec4cb317c545326_247)] | | | [Certain Relationships and Related [removed: Transactions](#i3cdecc161ea54441877b6c1706827d09_250)[,](#i3cdecc161ea54441877b6c1706827d09_250) [and] [added: Transactions, and] Director [removed: Independence](#i3cdecc161ea54441877b6c1706827d09_250)] [added: Independence](#ia667cf758ac34907aec4cb317c545326_247)] | | | | | | [removed: [134](#i3cdecc161ea54441877b6c1706827d09_250)] [added: [147](#ia667cf758ac34907aec4cb317c545326_247)] | | | | | |

| [Item [removed: 14.](#i3cdecc161ea54441877b6c1706827d09_253)] [added: 14.](#ia667cf758ac34907aec4cb317c545326_250)] | | | [Principal Accountant Fees and [removed: Services](#i3cdecc161ea54441877b6c1706827d09_253)] [added: Services](#ia667cf758ac34907aec4cb317c545326_250)] | | | | | | [removed: [134](#i3cdecc161ea54441877b6c1706827d09_253)] [added: [147](#ia667cf758ac34907aec4cb317c545326_250)] | | | | | |

| [Item [removed: 15.](#i3cdecc161ea54441877b6c1706827d09_259)] [added: 15.](#ia667cf758ac34907aec4cb317c545326_256)] | | | [removed: [Exhibit and] [added: [Exhibi](#ia667cf758ac34907aec4cb317c545326_256)[ts](#ia667cf758ac34907aec4cb317c545326_256) [and] Financial Statement [removed: Schedules](#i3cdecc161ea54441877b6c1706827d09_259)] [added: Schedules](#ia667cf758ac34907aec4cb317c545326_256)] | | | | | | [removed: [135](#i3cdecc161ea54441877b6c1706827d09_259)] [added: [148](#ia667cf758ac34907aec4cb317c545326_256)] | | | | | |

| [Item [removed: 16.](#i3cdecc161ea54441877b6c1706827d09_262)] [added: 16.](#ia667cf758ac34907aec4cb317c545326_259)] | | | [Form 10-K [removed: Summary](#i3cdecc161ea54441877b6c1706827d09_262)] [added: Summary](#ia667cf758ac34907aec4cb317c545326_259)] | | | | | | [removed: [139](#i3cdecc161ea54441877b6c1706827d09_262)] [added: [152](#ia667cf758ac34907aec4cb317c545326_259)] | | | | | |

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

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

“Vine Acquisition” means Chesapeake’s acquisition of [removed: Vine Energy Inc.] [added: Vine,] which closed on November 1, 2021.

[removed: “2020 Predecessor] [added: “2023 Successor] Period” means the year ended December 31, [removed: 2020.][added: 2023.]

Forward-looking statements include our current expectations or forecasts of future events, including matters relating to the [removed: continuing] [added: pending Southwestern Merger, armed conflict and instability in Europe and the Middle East, along with the] effects of the [removed: impact of inflation and commodity price volatility resulting from Russia’s invasion of Ukraine, COVID-19 and related supply chain constraints,] [added: current global economic environment,] and the impact of each on our business, financial condition, results of operations and cash flows, [removed: the potential effects of the Plan on our operations, management, and employees,] actions by, or disputes among or between, members of OPEC+ and other foreign oil-exporting countries, market factors, market prices, our ability to meet debt service requirements, our ability to continue to pay cash dividends, the amount and timing of any cash dividends and our ESG initiatives.

- the impact of inflation and commodity price [removed: volatility resulting from Russia’s invasion] [added: volatility, including as a result] of [removed: Ukraine, COVID-19] [added: armed conflict] and [removed: related supply chain constraints] [added: instability in Europe and the Middle East,] along with the [removed: effect] [added: effects of the current global economic environment,] on our business, financial condition, employees, contractors, vendors and the global demand for natural gas and oil and [added: on] U.S. and [removed: world] [added: global] financial markets;

- the limitations [added: on] our [added: financial flexibility due to our] level of indebtedness [removed: may have on] [added: and restrictive covenants from] our [removed: financial flexibility;][added: indebtedness;]

- legislative, regulatory and ESG [removed: initiatives] [added: initiatives,] addressing environmental concerns, including initiatives addressing the impact of global climate change or further regulating hydraulic fracturing, methane emissions, flaring or water disposal;

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| [Item 1](#ia667cf758ac34907aec4cb317c545326_2244)[C](#ia667cf758ac34907aec4cb317c545326_2244)[.](#ia667cf758ac34907aec4cb317c545326_2244) | | | [C](#ia667cf758ac34907aec4cb317c545326_2244)[ybersecurity](#ia667cf758ac34907aec4cb317c545326_2244) | | | | | | [51](#ia667cf758ac34907aec4cb317c545326_2244) | | | | | |

| [Signatures](#ia667cf758ac34907aec4cb317c545326_262) | | | | | | | | | [153](#ia667cf758ac34907aec4cb317c545326_262) | | | | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

“Southwestern” means Southwestern Energy Company.

“Southwestern Merger” means Chesapeake’s planned merger with Southwestern, which, subject to satisfaction or waiver of certain closing conditions, including certain regulatory approvals, is targeted to close in the second quarter of 2024.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

“Tug Hill” means Tug Hill, Inc.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

- conservation measures and technological advances could reduce demand for natural gas and oil;

- risks from regional epidemics or pandemics and related economic turmoil, including supply chain constraints;

- significant capital expenditures are required to replace our reserves and conduct our business;

- risks from our commodity price risk management activities;

- uncertainties, risks and costs associated with natural gas and oil operations;

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

- our plans to participate in the LNG export industry;

- risks from failure to protect personal information and data and compliance with data privacy and security laws and regulations;

- disruption of our business by natural or human causes beyond our control;

- our actual financial results after emergence from bankruptcy may not be comparable to our historical financial information;

- risks related to acquisitions or dispositions, or potential acquisitions or dispositions, including risks related to the pending Southwestern Merger, such as the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement for the Southwestern Merger; the possibility that our stockholders may not approve the issuance of our common stock in connection with the proposed transaction; the possibility that the stockholders of Southwestern may not approve the merger agreement; the risk that we or Southwestern may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or required governmental and regulatory approvals may delay the Southwestern Merger or result in the imposition of conditions that could cause the parties to abandon the Southwestern Merger; the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to limitation on our ability to pursue alternatives to the Southwestern Merger; risks related to change in control or other provisions in certain agreements that may be triggered upon completion of the Southwestern Merger; risks related to the merger agreement’s restrictions on business activities prior to the effective time of the Southwestern Merger; risks related to loss of management personnel, other key employees, customers, suppliers, vendors, landlords, joint venture partners and other business partners following the Southwestern Merger; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of our common stock or Southwestern’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; and the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve those synergies or benefits;

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

- risks related to an annual limitation on the utilization of our tax attributes, which is expected to be triggered upon the completion of the Southwestern Merger, as well as trading in our New Common Stock, additional issuance of New Common Stock, and certain other stock transactions, which could lead to an additional, potentially more restrictive, annual limitation; and

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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

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

“Volumetric Production Payment (VPP)” means a limited-term overriding royalty interest in natural gas and oil reserves that: (i) entitles the purchaser to receive scheduled production volumes over a period of time from specific lease interests; (ii) is free and clear of all associated future production costs and capital expenditures; (iii) is nonrecourse to the seller (i.e., the purchaser's only recourse is to the reserves acquired); (iv) transfers title of the reserves to the purchaser; and (v) allows the seller to retain the remaining reserves, if any, after the scheduled production volumes have been delivered.

- the ability to execute on our business strategy following emergence from bankruptcy;

- our ability to comply with the covenants under the credit agreement for our New Credit Facility and other indebtedness;

- risks related to potential acquisitions or dispositions;

- our ability to realize anticipated cash cost reductions;

- the availability of cash flows from operations and other funds to fund cash dividends and repurchases of equity securities, to finance reserve replacement costs and/or satisfy our debt obligations;

- charges incurred in response to market conditions;

- limited control over properties we do not operate;

- commodity derivative activities resulting in lower prices realized on natural gas, oil and NGL sales;

- the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations;

- potential OTC derivatives regulations limiting our ability to hedge against commodity price fluctuations;

- adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims;

- an interruption in operations at our headquarters due to a catastrophic event;

- effects of purchase price adjustments and indemnity obligations; and

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our cybersecurity risk management program guided by the NIST Cybersecurity Framework.

This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program includes, but is not limited to, the following key elements:

- risk assessments designed to help identify material cybersecurity risks to our critical systems and information;

- a security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents;

- the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

- systems for protecting information technology systems and monitoring for suspicious events, such as threat protection, firewall and anti-virus software;

- cybersecurity awareness training of our employees and contractors, including incident response personnel, and senior management;

- a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

- a third-party risk management process for service providers, suppliers, software, and vendors who access our data and/or systems.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See Item 1A.

Risk Factors “*Cyber-attacks targeting systems and infrastructure used by the gas 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 key systems and data, our business may be harmed.*”

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

Cybersecurity Governance

Our Board of Directors considers cybersecurity risk as a critical part of the enterprise and its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks.

Our Audit Committee oversees management’s implementation of our cybersecurity risk management program.

Our Audit Committee receives quarterly updates from management on our cybersecurity risks.

In addition, management updates our Audit Committee, as necessary, regarding any material cybersecurity incidents.

Our Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity.

Our Board of Directors also receives briefings from management on our cyber risk management program.

Board members receive presentations on cybersecurity topics from information security management, internal security staff, our internal audit group and external experts as part of our Board of Director’s continuing education on topics that impact public companies.

Our Cybersecurity Manager is responsible for assessing and managing risks from cybersecurity threats, our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Our Cybersecurity Manager is responsible for reporting material incidents to our Cybersecurity Committee that includes our Chief Financial Officer, General Counsel and Corporate Secretary, and our Chief Information Officer.

Our internal cybersecurity team has over 50 years of combined experience in information security and maintains several cybersecurity certificates including but not limited to CISSP, CISM, SRISC, GSEC, and GCFE.

Our Cybersecurity team regularly participates with private energy industry and federal security working groups and organizations.

Our management team stays informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including, as appropriate, briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, such as external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

| | | | | | |

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

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

On March 20, 2023, we divested our mining assets to WildFire Energy I LLC.

In addition, on February 9, 2021, we issued 11,111,111 Class A Warrants, 12,345,679 Class B Warrants and 9,768,527 Class C Warrants, each of which [removed: are] [added: were] exercisable for one share of common stock per warrant at the initial exercise prices of $27.63, $32.13 and $36.18 per share, respectively.

For more information regarding our emergence from Chapter 11 bankruptcy and our Plan of Reorganization, see [Note [removed: 2](#i3cdecc161ea54441877b6c1706827d09_145)] [added: 2](#ia667cf758ac34907aec4cb317c545326_148)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

Additionally, more information on our New Common Stock and Warrants can be found in [Note [removed: 12](#i3cdecc161ea54441877b6c1706827d09_178)] [added: 12](#ia667cf758ac34907aec4cb317c545326_181)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

For additional information on our dividends, see [Note [removed: 12](#i3cdecc161ea54441877b6c1706827d09_178)] [added: 12](#ia667cf758ac34907aec4cb317c545326_181)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

The share repurchase program [removed: expires] [added: expired] on December 31, 2023.

The following table provides information regarding purchases of our common stock made by us during the quarter ended December 31, [removed: 2022.][added: 2023.]

As of February [removed: 16, 2023,] [added: 15, 2024,] there were approximately [removed: 154] [added: 141] holders of record of our common stock.

| October 1 - October 31 | | | | | | 149,050 | | | | | | $ | 85.95 | | | | | 149,050 | | | | | | $ | 610 | |

| November 1 - November 30 | | | | | | 348,600 | | | | | | $ | 82.54 | | | | | 348,600 | | | | | | $ | 581 | |

| December 1 - December 31 | | | | | | 129,797 | | | | | | $ | 76.13 | | | | | 129,797 | | | | | | $ | — | |

| Total | | | | | | 627,447 | | | | | | $ | 82.03 | | | | | 627,447 | | | | | | | | |

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

| 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 | | | | | | | | |

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

| [Reports of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i3cdecc161ea54441877b6c1706827d09_121) 238[)](#i3cdecc161ea54441877b6c1706827d09_121)] [added: ID](#ia667cf758ac34907aec4cb317c545326_124) 238[)](#ia667cf758ac34907aec4cb317c545326_124)] | | | | | | | | | [removed: [66](#i3cdecc161ea54441877b6c1706827d09_121)] [added: [81](#ia667cf758ac34907aec4cb317c545326_124)] | | | | | |

| | | | [Consolidated Balance [removed: Sheets](#i3cdecc161ea54441877b6c1706827d09_124)] [added: Sheets](#ia667cf758ac34907aec4cb317c545326_127)] | | | | | | [removed: [71](#i3cdecc161ea54441877b6c1706827d09_124)] [added: [85](#ia667cf758ac34907aec4cb317c545326_127)] | | | | | |

| | | | [Consolidated Statements of [removed: Operations](#i3cdecc161ea54441877b6c1706827d09_127)] [added: Operations](#ia667cf758ac34907aec4cb317c545326_130)] | | | | | | [removed: [72](#i3cdecc161ea54441877b6c1706827d09_127)] [added: [86](#ia667cf758ac34907aec4cb317c545326_130)] | | | | | |

[removed: | | | | [Consolidated Statements of Comprehensive Income (Loss)](#i3cdecc161ea54441877b6c1706827d09_130) | | | | | | [73](#i3cdecc161ea54441877b6c1706827d09_130) | | | | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

| | | | [Consolidated Statements of Cash [removed: Flows](#i3cdecc161ea54441877b6c1706827d09_133)] [added: Flows](#ia667cf758ac34907aec4cb317c545326_136)] | | | | | | [removed: [74](#i3cdecc161ea54441877b6c1706827d09_133)] [added: [88](#ia667cf758ac34907aec4cb317c545326_136)] | | | | | |

| | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i3cdecc161ea54441877b6c1706827d09_136)] [added: Equity](#ia667cf758ac34907aec4cb317c545326_139)] | | | | | | [removed: [76](#i3cdecc161ea54441877b6c1706827d09_136)] [added: [90](#ia667cf758ac34907aec4cb317c545326_139)] | | | | | |

| | | | [Note [removed: 1.](#i3cdecc161ea54441877b6c1706827d09_142) [](#i3cdecc161ea54441877b6c1706827d09_142)[Basis] [added: 1. Basis] of Presentation and Summary of Significant Accounting [removed: Policies](#i3cdecc161ea54441877b6c1706827d09_142)] [added: Policies](#ia667cf758ac34907aec4cb317c545326_145)] | | | | | | [removed: [78](#i3cdecc161ea54441877b6c1706827d09_142)] [added: [92](#ia667cf758ac34907aec4cb317c545326_145)] | | | | | |

| | | | [Note 2. Chapter [removed: 11](#i3cdecc161ea54441877b6c1706827d09_145) [Emergence](#i3cdecc161ea54441877b6c1706827d09_145)] [added: 11 Emergence](#ia667cf758ac34907aec4cb317c545326_148)] | | | | | | [removed: [84](#i3cdecc161ea54441877b6c1706827d09_145)] [added: [97](#ia667cf758ac34907aec4cb317c545326_148)] | | | | | |

| | | | [Note [removed: 3](#i3cdecc161ea54441877b6c1706827d09_148)[.](#i3cdecc161ea54441877b6c1706827d09_148) [Fresh] [added: 3. Fresh] Start [removed: Accounting](#i3cdecc161ea54441877b6c1706827d09_148)] [added: Accounting](#ia667cf758ac34907aec4cb317c545326_151)] | | | | | | [removed: [86](#i3cdecc161ea54441877b6c1706827d09_148)] [added: [100](#ia667cf758ac34907aec4cb317c545326_151)] | | | | | |

| | | | [Note [removed: 4.](#i3cdecc161ea54441877b6c1706827d09_151) [Natural Gas](#i3cdecc161ea54441877b6c1706827d09_151) [and Oil](#i3cdecc161ea54441877b6c1706827d09_151) [Property Transactions](#i3cdecc161ea54441877b6c1706827d09_151)] [added: 4. Natural Gas and Oil Property Transactions](#ia667cf758ac34907aec4cb317c545326_154)] | | | | | | [removed: [94](#i3cdecc161ea54441877b6c1706827d09_151)] [added: [108](#ia667cf758ac34907aec4cb317c545326_154)] | | | | | |

| [added: Contingencies and commitments ([Note 7](#ia667cf758ac34907aec4cb317c545326_163))] | | | [removed: [Note 7. Contingencies and Commitments](#i3cdecc161ea54441877b6c1706827d09_160)] | | | | | | [removed: [102](#i3cdecc161ea54441877b6c1706827d09_160)] | | | | | |

| | | | [Note 11. Income [removed: Taxes](#i3cdecc161ea54441877b6c1706827d09_175)] [added: Taxes](#ia667cf758ac34907aec4cb317c545326_178)] | | | | | | [removed: [108](#i3cdecc161ea54441877b6c1706827d09_175)] [added: [123](#ia667cf758ac34907aec4cb317c545326_178)] | | | | | |

| | | | [Note 13. Share-Based [removed: Compensation](#i3cdecc161ea54441877b6c1706827d09_181)] [added: Compensation](#ia667cf758ac34907aec4cb317c545326_184)] | | | | | | [removed: [115](#i3cdecc161ea54441877b6c1706827d09_181)] [added: [131](#ia667cf758ac34907aec4cb317c545326_184)] | | | | | |

| | | | [Note 14. Employee Benefit [removed: Plans](#i3cdecc161ea54441877b6c1706827d09_184)] [added: Plans](#ia667cf758ac34907aec4cb317c545326_187)] | | | | | | [removed: [119](#i3cdecc161ea54441877b6c1706827d09_184)] [added: [133](#ia667cf758ac34907aec4cb317c545326_187)] | | | | | |

| | | | [Note 15. Derivative and Hedging [removed: Activities](#i3cdecc161ea54441877b6c1706827d09_187)] [added: Activities](#ia667cf758ac34907aec4cb317c545326_190)] | | | | | | [removed: [119](#i3cdecc161ea54441877b6c1706827d09_187)] [added: [134](#ia667cf758ac34907aec4cb317c545326_190)] | | | | | |

| | | | [Note 16. Capitalized Exploratory Well [removed: Costs](#i3cdecc161ea54441877b6c1706827d09_190)] [added: Costs](#ia667cf758ac34907aec4cb317c545326_193)] | | | | | | [removed: [122](#i3cdecc161ea54441877b6c1706827d09_190)] [added: [137](#ia667cf758ac34907aec4cb317c545326_193)] | | | | | |

| | | | [Note 17. Other Property and [removed: Equipment](#i3cdecc161ea54441877b6c1706827d09_193)] [added: Equipment](#ia667cf758ac34907aec4cb317c545326_196)] | | | | | | [removed: [122](#i3cdecc161ea54441877b6c1706827d09_193)] [added: [138](#ia667cf758ac34907aec4cb317c545326_196)] | | | | | |

| [added: Other operating expense (income), net] | | | [removed: [Note 21. Other Operating Expense (Income), Net](#i3cdecc161ea54441877b6c1706827d09_205)] | | | [added: 18] | | | [removed: [125](#i3cdecc161ea54441877b6c1706827d09_205)] | | | [added: 49] | | | [added: | | | 84 | | | | | | | | | (12) | | |]

| | | | [Note [removed: 2](#i3cdecc161ea54441877b6c1706827d09_211)[2](#i3cdecc161ea54441877b6c1706827d09_211)[.](#i3cdecc161ea54441877b6c1706827d09_211) [Asset] [added: 2](#ia667cf758ac34907aec4cb317c545326_211)[0](#ia667cf758ac34907aec4cb317c545326_211)[. Asset] Retirement [removed: Obligations](#i3cdecc161ea54441877b6c1706827d09_211)] [added: Obligations](#ia667cf758ac34907aec4cb317c545326_211)] | | | | | | [removed: [126](#i3cdecc161ea54441877b6c1706827d09_211)] [added: [139](#ia667cf758ac34907aec4cb317c545326_211)] | | | | | |

| | | | [Supplemental Disclosures [removed: About](#i3cdecc161ea54441877b6c1706827d09_223) [](#i3cdecc161ea54441877b6c1706827d09_223)[Natural Gas](#i3cdecc161ea54441877b6c1706827d09_223)[, Oil](#i3cdecc161ea54441877b6c1706827d09_223) [and] [added: About Natural Gas, Oil and] NGL Producing Activities [removed: (unaudited)](#i3cdecc161ea54441877b6c1706827d09_223)] [added: (unaudited)](#ia667cf758ac34907aec4cb317c545326_220)] | | | | | | [removed: [127](#i3cdecc161ea54441877b6c1706827d09_223)] [added: [140](#ia667cf758ac34907aec4cb317c545326_220)] | | | | | |

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

We have audited the accompanying consolidated balance sheets of Chesapeake Energy Corporation and its subsidiaries (Successor) (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive [removed: income (loss),] [added: income,] of stockholders’ equity and of cash flows for the [removed: year] [added: years then] ended [removed: 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: 2022,] [added: 2023,] 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, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for the [removed: year] [added: years then] ended [removed: 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

In connection with its emergence from bankruptcy, the Company adopted fresh start [removed: accounting as of February 9, 2021.][added: accounting.]

Our [removed: audits] [added: audit] 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.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Note 1 to the consolidated financial statements, the Company’s property and equipment, net balance was approximately [removed: $11.2] [added: $10.1] billion as of December 31, [removed: 2022,] [added: 2023,] and depreciation, depletion, and amortization (DD&A) expense for the year ended December 31, [removed: 2022] [added: 2023] was approximately [removed: $1.8] [added: $1.5] billion, both of which substantially related to proved natural gas and oil properties.

The work of management’s specialists was used in performing procedures to evaluate the reasonableness of the proved natural gas and oil [removed: reserves volumes.]

The procedures performed also included evaluating the methods and assumptions used by the specialists, testing the completeness and accuracy of [removed: the] data used by the specialists, and evaluating the specialists’ findings.

These procedures also included, among others, testing the completeness and accuracy of [removed: the] data related to commodity pricing differentials and future development costs.

[removed: *Marcellus Acquisition - Valuation of] [added: |] Proved [removed: and Unproved Natural Gas] [added: natural gas] and [removed: Oil Properties*][added: oil properties | | | | | | 11,468 | | | | | | 11,096 | | |]

We have audited the accompanying consolidated statements of operations, of comprehensive [removed: income (loss),] [added: income,] of stockholders’ equity and of cash flows of Chesapeake Energy Corporation and its subsidiaries (Predecessor) (the “Company”) for the period from January 1, 2021 through February 9, [removed: 2021 and for the year ended December 31, 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the period from January 1, 2021 through February 9, 2021 [removed: and for the year ended December 31, 2020] in conformity with accounting principles generally accepted in the United States of America.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our [removed: audits.][added: audit.]

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

Our [removed: audits] [added: audit] 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.

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

| | | | [Note 5. Earnings Per Share](#ia667cf758ac34907aec4cb317c545326_157) | | | | | | [113](#ia667cf758ac34907aec4cb317c545326_157) | | | | | |

| | | | [Note 6. Debt](#ia667cf758ac34907aec4cb317c545326_160) | | | | | | [114](#ia667cf758ac34907aec4cb317c545326_160) | | | | | |

| | | | [Note 8. Other Liabilities](#ia667cf758ac34907aec4cb317c545326_169) | | | | | | [119](#ia667cf758ac34907aec4cb317c545326_169) | | | | | |

| | | | [Note 9. Leases](#ia667cf758ac34907aec4cb317c545326_172) | | | | | | [119](#ia667cf758ac34907aec4cb317c545326_172) | | | | | |

| | | | [Note 10. Revenue](#ia667cf758ac34907aec4cb317c545326_175) | | | | | | [121](#ia667cf758ac34907aec4cb317c545326_175) | | | | | |

| | | | [Note 12. Equity](#ia667cf758ac34907aec4cb317c545326_181) | | | | | | [128](#ia667cf758ac34907aec4cb317c545326_181) | | | | | |

| | | | [Note 18. Investments](#ia667cf758ac34907aec4cb317c545326_199) | | | | | | [138](#ia667cf758ac34907aec4cb317c545326_199) | | | | | |

| | | | [Note](#ia667cf758ac34907aec4cb317c545326_205) [19](#ia667cf758ac34907aec4cb317c545326_205)[. Exploration Expense](#ia667cf758ac34907aec4cb317c545326_205) | | | | | | [138](#ia667cf758ac34907aec4cb317c545326_205) | | | | | |

| | | | [Note 2](#ia667cf758ac34907aec4cb317c545326_214)[1](#ia667cf758ac34907aec4cb317c545326_214)[. Subsequent Events](#ia667cf758ac34907aec4cb317c545326_214) | | | | | | [139](#ia667cf758ac34907aec4cb317c545326_214) | | | | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

reserves volumes.

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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

| *($ in millions)* | | | | | | Year Ended December 31, 2023 | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | |

| Depreciation, depletion and amortization | | | | | | 1,527 | | | | | | 1,753 | | | | | | 919 | | | | | | | | | 72 | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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

| *($ in millions)* | | | | | | Year Ended December 31, 2023 | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | |

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

| *($ in millions)* | | | | | | Year Ended December 31, 2023 | | | | | | Year Ended December 31, 2022 | | | | | | Period from February 10, 2021 through December 31, 2021 | | | | | | | | | Period from January 1, 2021 through February 9, 2021 | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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

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

| Issuance of common stock for warrant exercise | | | — | | | | | | — | | | | | | 221,952 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of reserved common stock and warrants | | | — | | | | | | — | | | | | | 12,089 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Repurchase and retirement of common stock | | | — | | | | | | — | | | | | | (4,373,883) | | | | | | — | | | | | | (1) | | | | | | (357) | | | | | | — | | | | | | (358) | | |

| Balance as of December 31, 2023 (Successor) | | | — | | | | | | $ | — | | | | | 130,789,936 | | | | | | $ | 1 | | | | | $ | 5,754 | | | | | $ | 4,974 | | | | | $ | — | | | | | $ | 10,729 | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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

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

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

We review the status of all

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

Additionally, once assets are classified as held for sale, we cease depreciation on those related assets.

| | | | [Note 5. Earnings](#i3cdecc161ea54441877b6c1706827d09_154) [P](#i3cdecc161ea54441877b6c1706827d09_154)[er Share](#i3cdecc161ea54441877b6c1706827d09_154) | | | | | | [98](#i3cdecc161ea54441877b6c1706827d09_154) | | | | | |

| | | | [Note 6. Debt](#i3cdecc161ea54441877b6c1706827d09_157) | | | | | | [99](#i3cdecc161ea54441877b6c1706827d09_157) | | | | | |

| | | | [Note 8. Other Liabilities](#i3cdecc161ea54441877b6c1706827d09_166) | | | | | | [103](#i3cdecc161ea54441877b6c1706827d09_166) | | | | | |

| | | | [Note 9. Leases](#i3cdecc161ea54441877b6c1706827d09_169) | | | | | | [104](#i3cdecc161ea54441877b6c1706827d09_169) | | | | | |

| | | | [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) | | | | | |

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.

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

Accordingly, the Company recorded the estimated fair values of the acquired proved natural gas and oil properties of approximately $2.3 billion and $788 million for unproved properties, respectively.

As disclosed by management, management determines the fair value of acquired natural gas and oil properties based on the discounted future net cash flows expected to be generated from these assets.

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

Significant inputs associated with the calculation of discounted future net cash flows include estimates of (i) recoverable reserves, (ii) production rates, (iii) future operating and development costs, (iv) future commodity prices escalated by an inflationary rate after five years, adjusted for differentials, and (v) a market-based weighted average cost of capital by operating area.

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

The principal considerations for our determination that performing procedures relating to the valuation of proved and unproved natural gas and oil properties in the Marcellus Acquisition is a critical audit matter are (i) the significant judgment by management, including the use of specialists, when developing the fair value estimate of the proved and unproved natural gas and oil properties acquired, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant inputs 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 testing the effectiveness of controls relating to acquisition accounting, including controls over the valuation of proved and unproved natural gas and oil properties acquired.

These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of proved and unproved natural gas and oil properties acquired; (iii) evaluating the appropriateness of the discounted cash flow models; (iv) testing the completeness and accuracy of underlying data used in the discounted cash flow models; and (v) evaluating the reasonableness of the significant inputs 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 the reasonableness of management’s significant inputs related to future commodity prices escalated by an inflationary rate after five years, adjusted for differentials, involved comparing the prices against observable market data and evaluating differentials through inspection of the underlying contracts.

Evaluating future operating and development costs involved evaluating the reasonableness of the costs as compared to the past performance of the acquired business, comparing to the current performance of the Company, consistency with external market and industry data, and whether the significant inputs were consistent with evidence obtained in other areas of the audit.

The work of management’s specialists was used in performing procedures to evaluate the reasonableness of the recoverable reserves and production rates used in the discounted cash flow models.

The procedures performed also included evaluating the methods and assumptions used by the specialists, testing the

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

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow models and the reasonableness of the market-based weighted average cost of capital by operating area.

February 22, 2023

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

| Total other income (expense) | | | | | | (129) | | | | | | (42) | | | | | | | | | 5,560 | | | | | | (1,066) | | |

| Net loss attributable to noncontrolling interests | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 16 | | |

| Comprehensive loss attributable to noncontrolling interests | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 16 | | |

| Comprehensive income (loss) attributable to Chesapeake | | | | | | $ | 4,936 | | | | | $ | 945 | | | | | | | | $ | 5,386 | | | | | $ | (9,701) | |

___________________________________________

| Proceeds from pre-petition revolving credit facility borrowings | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 3,656 | | |

| Payments on pre-petition revolving credit facility borrowings | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (3,317) | | |

| Payments on DIP Facility borrowings | | | | | | — | | | | | | — | | | | | | | | | (1,179) | | | | | | (60) | | |

| Cash paid to purchase debt | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (94) | | |

| Cash paid for preferred stock dividends | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (22) | | |

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

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein.

| February 21, 2024 | | | | | | | | | | | | | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K.

Not applicable.

[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 no later than 120 days following the fiscal year ended December 31, [removed: 2022] [added: 2023] (the [removed: “2023] [added: “2024] Proxy Statement”).

The information called for by this Item 11 is incorporated herein by reference to the [removed: 2023] [added: 2024] Proxy Statement.

The information called for by this Item 12 is incorporated herein by reference to the [removed: 2023] [added: 2024] Proxy Statement.

The information called for by this Item 13 is incorporated herein by reference to the [removed: 2023] [added: 2024] Proxy Statement.

The information called for by this Item 14 is incorporated herein by reference to the [removed: 2023] [added: 2024] Proxy Statement.

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

[TABLE OF [removed: CONTENTS](#i3cdecc161ea54441877b6c1706827d09_7)][added: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)]

| 21 | | | | | | [Subsidiaries of Chesapeake Energy [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/chk-ex_21x20221231x10k.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/chk-ex_21x20231231x10k.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex2312022x12x31pwcconsent.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/ex2312023x12x31pwcconsent.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.2 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex2322022x12x31pwcconsent.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/ex2322023x12x31pwcconsent.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.3 | | | | | | [Consent [removed: of](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex23320221231nsaiconsent.htm) [Netherl](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex23320221231nsaiconsent.htm)[and, S](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex23320221231nsaiconsent.htm)[ew](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex23320221231nsaiconsent.htm)[ell] [added: of Netherland, Sewell] & Associates, [removed: Inc](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex23320221231nsaiconsent.htm)[.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex23320221231nsaiconsent.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/ex23320231231nsaiconsent.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Domenic J. Dell’Osso, Jr., President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/chk-ex_311x20221231x10k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/chk-ex_311x20231231x10k.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Mohit Singh, Executive Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/chk-ex_312x20221231x10k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/chk-ex_312x20231231x10k.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Domenic J. Dell’Osso, Jr., President and Chief Executive Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/chk-ex_321x20221231x10k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/chk-ex_321x20231231x10k.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Mohit Singh, Executive Vice President and Chief Financial Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/chk-ex_322x20221231x10k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/chk-ex_322x20231231x10k.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 95.1 | | | | | | [Mine Safety [removed: Disclosures](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex951minesafetydisclosures.htm)] [added: Disclosure](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/ex951minesafetydisclosures.htm) [Exhibit](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/ex951minesafetydisclosures.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 99.1 | | | | | | [removed: [Report of](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex99110-k20221231nsaireport.htm) [Netherland, S](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex99110-k20221231nsaireport.htm)[ew](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex99110-k20221231nsaireport.htm)[ell] [added: [Audit Letter of Netherland, Sewell] & Associates, [removed: Inc](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex99110-k20221231nsaireport.htm)[.](https://www.sec.gov/Archives/edgar/data/895126/000089512623000022/ex99110-k20221231nsaireport.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/ex99110-k20231231nsaireport.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2.6* | | | | | | [Agreement and Plan of Merger, dated as of January 10, 2024, among Chesapeake Energy Corporation, Hulk Merger Sub, Inc., Hulk LLC Sub, LLC, and Southwestern Energy Corporation](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex2-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 2.1 | | | | | | 1/11/2024 | | | | | | | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

| 10.30† | | | | | | [Form of Chesapeake Energy Corporation Executive Letter Agreement](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex10-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.1 | | | | | | 1/11/2024 | | | | | | | | |

| 97.1 | | | | | | [Chesapeake Energy Corporation Clawback Policy](https://www.sec.gov/Archives/edgar/data/895126/000089512624000013/chk-ex_971x20231231x10k.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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| Date: February [removed: 22, 2023] [added: 21, 2024] | | | By: | | | | | | /s/ DOMENIC J. DELL’OSSO, JR. | | |

| /s/ DOMENIC J. DELL’OSSO, JR. | | | | | | President and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ MOHIT SINGH | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ GREGORY M. LARSON | | | | | | Vice President - Accounting & Controller (Principal Accounting Officer) | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ MICHAEL WICHTERICH | | | | | | Chairman of the Board | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ TIMOTHY S. DUNCAN | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ BENJAMIN C. DUSTER, IV | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ SARAH A. EMERSON | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ MATTHEW M. GALLAGHER | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |

| /s/ BRIAN STECK | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 21, 2024] | | |