Expand Energy (EXE) 10-K risk factor changes: FY2024 vs FY2023

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

[removed: - Our] [added: 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 [removed: an environmentally safe manner.][added: compliance with environmental laws.]

- Our business strategy is increasingly focused on [removed: capitalizing] [added: participating in the global LNG value chain, which is dependent, in part,] on the growing U.S. LNG export market, a highly regulated and [removed: capital intensive] [added: 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 [removed: natural-gas] [added: 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 [removed: market] [added: value chain] 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.

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[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.]

- Restrictive covenants in certain of our [added: existing and future] debt [removed: agreements could] [added: instruments may] limit our [removed: 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.

| Risks Related to the [added: Company Following the] Southwestern Merger | | |

- The completion of the Southwestern Merger [removed: is anticipated to trigger] [added: triggered] an annual limitation on the utilization of our tax attributes, reducing [removed: their] [added: our] ability to offset future taxable income, which may result in an increase to income tax liabilities.

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

Negative public perception regarding us or our industry resulting from, among other things, concerns raised by advocacy groups about hydraulic fracturing, waste disposal, oil spills, seismic activity, climate change, explosions of natural gas transmission lines and the development and operation of pipelines and other midstream facilities may lead to [removed: generally increased political pressure and regulatory scrutiny, which may, in turn, lead to] new state and federal safety and environmental laws, regulations, guidelines and enforcement [removed: interpretations.][added: priorities.]

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

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

Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public [removed: may] [added: can] engage in the permitting process, including through intervention in the courts.

[removed: Negative] [added: Changes in] public perception could cause the permits we require to conduct our operations to be withheld, delayed or [removed: burdened] [added: conditioned] by requirements that restrict our ability to [removed: profitably] conduct our [removed: business.][added: business, which could materially adversely affect our industry and our financial condition and results of operations.]

Certain financial institutions, funds and other sources of capital have also elected to restrict or eliminate their investment in certain fossil fuel-related [removed: activities.][added: activities, which may restrict our access to capital.]

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

- any investment, [removed: acquisition,] [added: acquisition] or disposition will not divert management resources from the operation of our business; and

- any investment, [removed: acquisition,] [added: acquisition] or disposition will not have a material adverse effect on our financial condition, results of operations, cash flows or reserves.

- changes in the level of consumer and industrial demand, including impacts from global or national health [removed: epidemics] [added: events] and concerns, such as the COVID-19 pandemic;

- the ability of the members of [removed: the Organization of Petroleum Exporting Countries (OPEC)] [added: OPEC+] and others to agree to and maintain oil price and production controls;

Regional epidemics or pandemics and related economic turmoil, including supply chain constraints, have affected, and could in [added: the] future adversely affect our business, financial condition, results of operations and cash flows.

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

We may be required to 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 [removed: activity,] [added: activity] and other factors.

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

Our forecasted [removed: 2024] [added: 2025] capital expenditures, inclusive of capitalized interest, are [removed: $1.25] [added: $2.9] - [removed: $1.35] [added: $3.1] billion compared to our [removed: 2023] [added: 2024] capital spending level of [removed: $1.8] [added: $1.53] billion.

Management continues to review operational plans for [removed: 2024] [added: 2025] and beyond, which could result in changes to projected capital expenditures and projected revenues from sales of natural gas, oil and [removed: NGL.][added: NGLs.]

[added: 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: 2023,] [added: 2024,] approximately [removed: 34%] [added: 18%] 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: $2.0] [added: $1.8] billion during the next five years.

The December 31, [removed: 2023] [added: 2024] present value is based on the price of [removed: $2.64] [added: $2.13] per Mcf of natural gas, [added: $75.48 per bbl of oil and $75.48 per bbl of NGL,] before basis differential adjustments.

Drilling and completion operations may be curtailed, delayed or canceled as a result of unexpected drilling conditions, title problems, equipment failures or accidents, shortages of midstream transportation, equipment or personnel, environmental issues, state or local bans or moratoriums on hydraulic fracturing and produced water disposal, federal restrictions on gas and oil leasing and [removed: permitting,] [added: permitting] and a decline in commodity prices, among others.

In addition, wells that are profitable may not meet our internal return targets, which are dependent upon the current and future market prices for natural gas, oil and [removed: NGL,] [added: NGLs,] costs associated with producing natural gas, oil and [removed: NGL] [added: NGLs] and our ability to add reserves at an acceptable cost.

The seismic data and other technologies we use do not allow us to know conclusively, prior to acquisition of undeveloped [removed: properties,] [added: properties] or drilling a well, whether natural gas or oil is present or may be produced economically.

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

[removed: Our] [added: - Our] ability to produce natural gas, oil and [removed: NGL] [added: NGLs] 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 [removed: an environmentally safe manner.][added: compliance with environmental laws.]

[removed: Water] [added: In these areas, water] must be obtained from other sources and transported to the drilling site.

The imposition of [added: new or revised] environmental [removed: initiatives and] regulations could further restrict our ability to conduct certain operations such as hydraulic fracturing or disposal of waste, including, but not limited to, produced water, drilling fluids and other materials associated with the exploration, development or production of natural gas and oil.

Capital constraints [added: or changes in laws or regulations] could limit the construction of new pipelines and gathering systems and the provision or expansion of trucking services by third parties.

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

- Costs to comply with environmental, health and safety regulations and initiatives can be significant.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

- the nature and extent of domestic and international conservation and sustainability initiatives;

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

In addition, the enactment of climate change-related policies and initiatives across the market at the corporate level and/or investor community level may in the future result in reduced demand for our products or stimulate demand for alternative forms of energy that do not rely on combustion of fossil fuels.

In addition, the sudden loss of any of our key executives, their services or our failure to appropriately plan for any expected key executive succession could materially and adversely affect our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

Water is an essential component of natural gas, oil and NGL production during both the drilling and hydraulic fracturing processes.

Over the past several years, portions of the country have experienced extreme drought conditions.

As a result of this severe drought, some local water districts have begun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supply.

We have made significant investments in oilfield service businesses, including our drilling rigs, water infrastructure and pressure pumping equipment, to lower costs and secure inputs for our operations and transportation for our production.

If our development and production activities are curtailed or disrupted, we may not recover our investment in these activities, which could adversely impact our results of operations.

In addition, our continued expansion of these operations may adversely impact our relationships with third-party providers.

We also have made investments to meet certain of our field services’ needs.

If our level of operations is reduced for a long period, we may not be able to recover these investments.

Further, our presence in these service and supply sectors, including competing with them for qualified personnel and supplies, may have an adverse effect on our relationships with our existing third-party service and resource providers or our ability to secure these services and resources from other providers.

Capital constraints or changes in laws or regulations also could increase the cost to access to such capacity, which would increase the cost of our operations.

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.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

long-term natural gas supply agreements with LNG export facilities.

Any such cyber-attacks or information security breach could have a material adverse effect on our revenues and increase our operating and capital costs, as well as disrupt our business plans and negatively impact our reputation and operations.

We face evolving cybersecurity risks that threaten the confidentiality, integrity

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

Along with our own data and information that we collect and retain in the normal course of our business, we and our business partners collect and retain significant volumes of certain other types of data, some of which are subject to data protection laws, including information related to our past, current and prospective employees, royalty owners, and other parties.

The regulatory environment surrounding the collection, use, transfer and protection of such data, both domestically and internationally, is becoming increasingly complex, constantly evolving, and is subject to frequent significant change.

We and our vendors are subject to a variety of federal and state data privacy

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

laws, rules, regulations, industry standards and other requirements governing data privacy and the unauthorized disclosure of confidential information.

Our business is subject to risks related to catastrophes, natural disasters, severe weather and human causes beyond our control, which may have a negative impact on our results of operations and financial condition.

However, if any such events were to occur, potential adverse effects could include disruption of our production activities, delays in production or possibly shut-ins as a result of physical damage to wells, pumps, storage tanks and other infrastructure facilities, increases in our costs of operation or reductions in the efficiency of our operations, reduced availability of electrical power, road accessibility, and transportation facilities, impacts on our personnel, supply chain, distribution chain or customers, and potentially increased costs or limited availability for insurance coverages in the aftermath of such effects.

Such events could also adversely affect or delay demand for our products or cause us to incur significant costs in preparing for, or responding to, the effects of climatic or weather events themselves.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

to continue operations and materially adversely impact our results of operations, liquidity and financial condition.

We may be unable to dispose of assets on attractive terms, and may be required to retain liabilities for certain matters.

Various factors could materially affect our ability to dispose of assets if and when we decide to do so, including the availability of purchasers willing to purchase the assets at prices acceptable to us, particularly in times of reduced and volatile commodity prices.

| | | |

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

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

- Our operations could be disrupted 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 as a result of the implementation of the Plan and the transactions contemplated thereby.

- 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.

- Environmental matters and related costs can be significant.

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

- the effectiveness of worldwide conservation measures;

If we are

Under a majority of our arrangements, the collateral provided for our obligations is secured by the same hydrocarbon interests that secure our New Credit Facility.

tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

We and 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 information, which pose increasingly complex compliance challenges and potentially elevate costs as we collect, process and store personal data related to our past, current and prospective employees, royalty owners and other parties.

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

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 operations.

These restrictions limit our ability and that of our restricted subsidiaries to, among other things:

- make investments or loans;

- create liens;

- consummate mergers and similar fundamental changes;

- make restricted payments;

- make investments in unrestricted subsidiaries;

- enter into transactions with affiliates; and

- use the proceeds of asset sales.

The restrictions contained in the covenants could:

- limit our ability to plan for, or react to, market conditions, to meet capital needs or otherwise to restrict our activities or business plan; and

- adversely affect our ability to finance our operations, enter into acquisitions or divestitures to engage in other business activities that would be in our interest.

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.

In connection with the disclosure 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.

Those projections were prepared solely for the purpose of bankruptcy proceedings and have not been, and will not be, updated on an ongoing basis and should not be relied upon by investors.

At the time they were prepared, the projections reflected numerous assumptions concerning our anticipated future performance with respect to prevailing and anticipated market and economic conditions that were and remain beyond our control and that may not materialize.

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

Actual results may vary significantly from those contemplated by the projections.

As a result, investors should not rely on these projections.

Chesapeake and Southwestern must obtain certain regulatory approvals and clearances to consummate the Southwestern Merger, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair consummation of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.

At any time before or after consummation of the Southwestern Merger, the U.S. Department of Justice or the Federal Trade Commission, or any state attorney general, could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including but not limited to seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future and should be read in conjunction with [removed: Item] [added: [Item] 8 of Part [removed: II] [added: II](#ib7b801adb71e427e9563e3d1bc6b225c_124)] of this report.

[removed: During] [added: In] 2023, we [removed: completed] [added: sold] our [removed: exit from] Eagle Ford [added: assets] through three separate [removed: divestiture transactions, with aggregate proceeds from these three] transactions [removed: exceeding $3.5 billion, subject to] [added: resulting in total cash proceeds of $2.5 billion after] customary 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 [removed: affordable, reliable, lower carbon energy] [added: natural gas] to markets in need.

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

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

On January 10, 2024, Chesapeake and Southwestern entered into an all-stock [added: agreement and plan of] merger [removed: agreement.][added: (the “Merger Agreement”).]

Southwestern [removed: is] [added: was] an independent energy company engaged in development, exploration and production activities, including related marketing activities, within its operating areas in the [removed: Marcellus] [added: Appalachia] and Haynesville shale plays.

[removed: Pursuant to] [added: Under] the terms of the [removed: merger agreement, at the effective time of the Southwestern Merger,] [added: Merger Agreement, subject to certain exceptions,] each [removed: eligible] share of Southwestern common stock [removed: issued and outstanding immediately prior to the effective time will be automatically] [added: was] converted into the right to receive 0.0867 of a share of [removed: Chesapeake’s] [added: the Company’s] common stock.

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

The carbon capture portion of the project anticipates capturing [removed: and permanently sequestering up to 2.0] [added: approximately 1.0] million tons per annum of [removed: CO2.][added: CO2 and delivering the CO2 to ExxonMobil Low Carbon Solutions Onshore Storage, LLC for additional transportation and storage.]

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

Through the end of [removed: the 2023 Successor Period,] [added: 2024,] we have made total capital contributions of [removed: $238] [added: $296] million to the project.

[removed: *New Credit] [added: *Credit] Facility*

In [removed: June 2022,] [added: October 2024,] our Board of Directors authorized [removed: an increase in] the [removed: size of our share repurchase program from $1.0 billion] [added: Company] to [added: repurchase] up to [removed: $2.0 billion] [added: $1.0 billion,] in [removed: aggregate value] [added: aggregate,] of [removed: our] [added: the Company’s] common stock and/or warrants.

Our [removed: 2024] [added: future] estimated cash flow is partially protected from commodity price volatility due to our current hedge positions that [removed: cover approximately 60%] [added: provide a floor price on over half] of our projected [removed: natural] gas volumes [removed: for 2024.][added: through the end of 2025 with significant upside participation via costless collars.]

[removed: We] [added: For the foreseeable future, we] believe our [added: operational flexibility,] cost structure and liquidity position will enable us to successfully navigate continued price volatility.

We continue to monitor these [removed: situations] [added: situations, including the recently enacted tariff on steel by the current Presidential Administration,] and assess their impact on our business, including business partners and customers.

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

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

In December 2022, we entered into [removed: a New] [added: the] Credit Facility and terminated the Exit Credit Facility, repaying all amounts outstanding and extinguishing all commitments thereunder.

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

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $3.1] [added: $2.8] billion of liquidity available, including [removed: $1.1 billion] [added: $317 million] of cash on hand and [removed: $2.0] [added: $2.5] billion of aggregate unused borrowing capacity available under the [removed: New] Credit Facility.

See [removed: [Note 6](#ia667cf758ac34907aec4cb317c545326_160)] [added: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_163) [4](#ib7b801adb71e427e9563e3d1bc6b225c_163)] 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.

See [Note [removed: 12](#ia667cf758ac34907aec4cb317c545326_181)] [added: 2](#ib7b801adb71e427e9563e3d1bc6b225c_157)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

The Company’s ability to pay dividends to its stockholders is restricted by (i) Oklahoma corporate law, (ii) its Certificate of Incorporation, (iii) the terms and provisions of the [removed: credit agreement] [added: Credit Agreement] governing [removed: its New] [added: the] Credit Facility and (iv) the terms and provisions of the indentures governing its [removed: 5.50%] [added: 5.500%] Senior Notes due 2026, 5.875% Senior Notes due [removed: 2029] [added: 2029, 6.750% Senior Notes due 2029,] and [removed: 6.75%] [added: 5.70%] Senior Notes due [removed: 2029.][added: 2035 as well as the senior notes assumed from Southwestern, including the 5.375% Senior Notes due 2029, 5.375% Senior Notes due 2030 and 4.750% Senior Notes due 2032.]

See [Item [removed: 7A](#ia667cf758ac34907aec4cb317c545326_118)] [added: 7A](#ib7b801adb71e427e9563e3d1bc6b225c_121)] 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: 2023,] [added: 2024,] our material contractual obligations include repayment of senior notes, derivative obligations, asset retirement obligations, lease obligations, [removed: 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.

The estimated gross undiscounted future commitments under these agreements were approximately [removed: $2.1] [added: $9.9] billion as of December 31, [removed: 2023.][added: 2024.]

See [removed: [Notes 6](#ia667cf758ac34907aec4cb317c545326_160), [7](#ia667cf758ac34907aec4cb317c545326_163), [9](#ia667cf758ac34907aec4cb317c545326_172), [15](#ia667cf758ac34907aec4cb317c545326_190), [18](#ia667cf758ac34907aec4cb317c545326_199) and [20](#ia667cf758ac34907aec4cb317c545326_211)] [added: [Note 4](#ib7b801adb71e427e9563e3d1bc6b225c_163)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

The [removed: New] Credit Facility provides for [added: aggregate commitments of $2.5 billion, with] a [removed: $200] [added: $500] million sublimit available for the issuance of letters of credit and a $50 million sublimit available for swingline loans.

See [Note [removed: 6](#ia667cf758ac34907aec4cb317c545326_160)] [added: 4](#ib7b801adb71e427e9563e3d1bc6b225c_163)] 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: 2024,] [added: 2025,] we currently expect to [removed: drill approximately 95] [added: complete and turn in line 240] to [removed: 115] [added: 270] gross wells [removed: across 7] [added: utilizing approximately 11] to [removed: 9] [added: 15] rigs and plan to invest between approximately [removed: $1.25] [added: $2.9] – [removed: $1.35] [added: $3.1] billion in capital expenditures.

We currently plan to fund our [removed: 2024] [added: 2025] capital program through cash on hand, expected cash flow from our operations and borrowings under our [removed: New] Credit Facility.

| Cash provided by [removed: (used in)] operating activities | | | | | | $ | [removed: 2,380 | | | | | $ | 4,125] [added: 1,565] | | | | | $ | [removed: 1,809 | | |] [added: 2,380] | | | | | $ | [removed: (21)] [added: 4,125] | |

| Proceeds from divestitures of property and equipment | | | | | | [removed: 2,533 | | | | | | 407 | | |] [added: 21] | | | [removed: 13] | | | [added: 2,533] | | | | | | [removed: —] [added: 407] | | |

| Proceeds from [removed: New] Credit Facility, net | | | | | | — | | | | | | [removed: 1,050 | | | | | |] — | | | | | | [removed: | | | —] [added: 1,050] | | |

[removed: | Proceeds] [added: *Proceeds] from [removed: issuance] [added: Issuance] of [removed: senior notes, net | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 1,000 | | |][added: Senior Notes, net*]

| Proceeds from warrant exercise | | | | | | [removed: — | | | | | | 27 | | |] [added: 3] | | | [removed: 2] | | | [added: —] | | | | | | [removed: —] [added: 27] | | |

| Capital expenditures | | | | | | [removed: (1,829) | | | | | | (1,823) | | |] [added: (1,557)] | | | [removed: (669)] | | | [added: (1,829)] | | | | | | [removed: (66)] [added: (1,823)] | | |

| Business combination, net | | | | | | [removed: — | | | | | | (1,967) | | |] [added: (459)] | | | [removed: (194)] | | | [added: —] | | | | | | [removed: —] [added: (1,967)] | | |

On October 1, 2024, we completed the Southwestern Merger, creating a premier energy company that we believe is underpinned by a leading natural gas portfolio adjacent to the highest demand markets, premium inventory, a resilient financial foundation and an investment grade balance sheet.

We believe that this new company is uniquely positioned to deliver affordable, lower-carbon energy to meet growing domestic and international demand while creating sustainable value for stakeholders.

In conjunction with the closing of the Southwestern Merger, Chesapeake Energy Corporation changed its name to Expand Energy Corporation.

Expand Energy is the largest independent natural gas producer in the U.S., based on net daily production, and is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all.

Our operations are located in Louisiana in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”).

Additionally, we aim to be conscientious in our efforts and how they will shape our approach to sustainability for the future and have established the following goals:

- Net zero (Scope 1 and 2) greenhouse gas emissions by 2035.

- Maintain 100% responsibly sourced gas (RSG) certification across our portfolio.

*Southwestern Merger*

At separate special meetings each held on June 18, 2024, Chesapeake’s stockholders approved the issuance of Chesapeake’s common stock to the stockholders of Southwestern in connection with the Southwestern Merger, and Southwestern’s stockholders approved the Merger Agreement.

On October 1, 2024, the Southwestern Merger was completed, and we issued approximately 95.7 million shares of our common stock to Southwestern’s shareholders in connection with the Merger Agreement.

Based on the closing price of our common stock, the total value of such shares of our common stock issued to Southwestern’s shareholders was approximately $7.9 billion.

*Investment Grade Rating*

On October 1, 2024, we received an investment grade rating from S&P Global Ratings (“S&P”).

S&P assigned an issuer-level rating of ‘BBB-’ on our unsecured debt and raised our issuer credit rating to ‘BBB-’, with a stable outlook.

Additionally, on October 2, 2024, we received an investment grade rating from Fitch Ratings (“Fitch”).

Fitch affirmed our revolver credit rating at ‘BBB-’ and upgraded the rating on our senior notes to ‘BBB-’, with a stable outlook.

As a result of these investment grade ratings and the satisfaction of certain other conditions, certain restrictive covenants on our credit facility fell away and became more permissive.

The leverage ratio and current ratio financial covenants and PV-9 Coverage Ratio are no longer effective, and the Company is required to maintain compliance with a total indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity, not to exceed 65%.

*Issuance of Senior Notes, Senior Notes Tender Offer and Redemption of Debt*

In December 2024, we completed our underwritten public offering of $750 million aggregate principal amount of our 5.70% Senior Notes due 2035 (the “2035 Notes”).

Additionally, we announced an offer to purchase for cash, any and all of our outstanding 2026 Notes (the “Tender Offer”).

Upon expiration of the Tender Offer, approximately 91%, or $453 million, of the 2026 Notes were validly tendered and not validly withdrawn.

In a separate transaction during the fourth quarter of 2024, we redeemed all of the $304 million aggregate principal of the SWN 2028 Notes for approximately $312 million, which included an $8 million premium to call the notes.

Additionally, on January 23, 2025, the $389 million aggregate principal of the SWN 2025 Notes (as defined below) was repaid and terminated with cash on hand and borrowings on the Credit Facility.

*Repurchase Program and Enhanced Returns Framework*

Additionally, we also announced our enhanced capital returns framework which is designed to more effectively return cash to shareholders and reduce net debt.

The plan became effective January 1, 2025, and prioritizes the base dividend of $2.30 per share and a targeted $500 million of annual net debt reduction in 2025, which target will be redetermined annually.

Once both have been funded, it is anticipated that 75% of remaining free cash flow will be distributed as market conditions warrant, between share repurchases and additional dividend payments.

The remaining free cash flow would be maintained on the balance sheet.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

Due to the satisfaction of certain commodity price triggers, we received an additional $25 million cash consideration during the fourth quarter of 2024.

Geopolitical risk and policy uncertainty continue to drive volatility in natural gas, oil and NGL prices, while macroeconomic headwinds in key consuming countries could impact global growth prospects, potentially affecting supply and demand for energy commodities.

Domestically, the natural gas market balance has tightened, driven by increasing demand from new LNG export facilities, reduced industry activity levels, and a recent period of colder than average temperatures, providing support for prices in 2025 and 2026.

Rig count reductions across the lower 48 states of the United States led to service cost deflation in 2024 resulting in decreased operating and capital cost.

Higher commodity prices in 2025 could lead to increased rig activity across the industry resulting in modest levels of inflation.

As a result of the Southwestern Merger, we assumed Southwestern’s oilfield service business that will allow for some vertical integration of our exploration and production operations, which may help to control costs and secure inputs for our operations.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

As of December 31, 2024, we had no outstanding borrowings under our Credit Facility.

Further, we may from time to time seek to retire, refinance or amend some or all of our outstanding debt or debt agreements through exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise.

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

We own a large portfolio of onshore U.S. unconventional natural gas assets, including interests in approximately 5,000 natural gas wells as of December 31, 2023.

Our natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania (“Marcellus”) and the Haynesville/Bossier Shales in northwestern Louisiana (“Haynesville”).

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

We continue to seek opportunities to reduce cash costs (production, gathering, processing and transportation and general and administrative), through operational efficiencies and improving our production volumes from existing wells.

Leading a responsible energy future is foundational to Chesapeake's success.

Our core values and culture demand we continuously evaluate the environmental impact of our operations and work diligently to improve our ESG performance across all facets of our Company.

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

To meet this challenge, we have set meaningful goals including:

- Eliminate routine flaring from all new wells completed from 2021 forward, and enterprise-wide by 2025;

- Reduce our methane intensity to 0.02% by 2025 (achieved approximately 0.02% in 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 2.1 in 2023 for our natural gas assets).

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

By the end of 2022, we had received certifications for all our operated gas assets in Haynesville and Marcellus as responsibly sourced gas.

In 2023, we continued to maintain these independent certifications.

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

*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.

*Acquisitions*

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

On November 1, 2021, we completed our Vine Acquisition pursuant to a definitive agreement with Vine dated August 10, 2021.

These transactions strengthen Chesapeake’s competitive position, meaningfully increasing our operating cash flows and adding high quality producing assets and a deep inventory of premium drilling locations, while preserving the strength of our balance sheet.

On March 25, 2022, we 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.

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.

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

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

The New Credit Facility matures in December 2027.

*Repurchases of Equity Securities and Dividends*

From March 2022 through the 2023 Successor Period, we repurchased approximately 16.0 million shares of our common stock pursuant to the share repurchase program.

The share repurchase program expired on December 31, 2023.

In addition, we have paid dividends of approximately $487 million, in aggregate, on our common stock during the 2023 Successor Period.

In August 2023, we increased our quarterly base dividend rate by 4.5% to $0.575 per share beginning with the dividend that was paid on September 6, 2023.

*Warrant Exchange Offer*

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

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

Instability and conflict in Europe and the Middle East has caused, and could intensify, volatility in natural gas, oil and NGL prices, and may further impact on global growth prospects, which could in turn affect supply and demand for natural gas and oil.

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.

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.

See [Note [removed: 15](#ia667cf758ac34907aec4cb317c545326_190)] [added: 1](#ib7b801adb71e427e9563e3d1bc6b225c_193)[3](#ib7b801adb71e427e9563e3d1bc6b225c_193)] 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: 2023 Successor Period,] [added: year ended December 31, 2024,] natural gas, oil and NGL revenues, excluding any effect of our derivative instruments, were [removed: $2,853] [added: $2,686] million, [removed: $596] [added: $69] million, and [removed: $98] [added: $214] million, respectively.

Based on production, natural gas, oil and NGL revenue for the [removed: 2023 Successor Period] [added: year ended December 31, 2024] would have increased or decreased by approximately [removed: $285] [added: $269] million, [removed: $60] [added: $7] million, and [removed: $10] [added: $21] million, respectively, for each 10% increase or decrease in prices.

As of December 31, [removed: 2023,] [added: 2024,] the fair value of our [removed: natural gas] [added: oil] derivatives was a net asset of [removed: $687] [added: $4] million.

A 10% increase in forward [removed: natural] gas prices would decrease the valuation of natural gas derivatives by approximately [removed: $188] [added: $493] million, while a 10% decrease would increase the valuation by [removed: $191] [added: approximately $482] million.

This fair value change assumes volatility based on prevailing market parameters at December 31, [removed: 2023.][added: 2024.]

See [Note [removed: 15](#ia667cf758ac34907aec4cb317c545326_190)] [added: 1](#ib7b801adb71e427e9563e3d1bc6b225c_193)[3](#ib7b801adb71e427e9563e3d1bc6b225c_193)] 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, including information about the contingent consideration arrangement.][added: positions.]

Our exposure to interest rate changes relates primarily to borrowings under our [removed: New] Credit [removed: Facility 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 DIP Facility for the 2021 Predecessor Period.][added: Facility.]

Interest is payable on borrowings under [removed: each respective credit facility] [added: the Credit Facility] based on floating rates.

See [removed: [Note 6](#ia667cf758ac34907aec4cb317c545326_160)] [added: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_163) [4](#ib7b801adb71e427e9563e3d1bc6b225c_163)] 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: 2023,] [added: 2024,] we did not have any outstanding borrowings under our [removed: New] Credit Facility.

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

As of December 31, 2024, the fair value of our natural gas and NGL derivatives were net liabilities of $49 million and $9 million, respectively.

A 10% fluctuation in forward oil prices would impact the valuation of oil derivatives by approximately $4 million.

A 10% fluctuation in forward NGL prices would impact the valuation of NGL derivatives by $18 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.

Unless the context otherwise requires, references to [removed: “Chesapeake,”] [added: “Expand Energy,”] the “Company,” “us,” [removed: “we” and] [added: “we,”] “our” [added: and “ours”] in this report are to [removed: Chesapeake] [added: Expand] Energy Corporation together with its subsidiaries.

[removed: 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 [removed: [Note 2](#ia667cf758ac34907aec4cb317c545326_148) and [Note 3](#ia667cf758ac34907aec4cb317c545326_151)] [added: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_169) [5](#ib7b801adb71e427e9563e3d1bc6b225c_169)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of [removed: our bankruptcy, the resulting reorganization and fresh start accounting.][added: commitments.]

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

We make available, free of charge on our website at [removed: *chk.com,*] [added: expandenergy.com*,*] our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including [removed: Chesapeake,] [added: Expand Energy,] that file electronically with the SEC.

Our [removed: business] strategy is to create shareholder value through the responsible development of our significant resource [removed: plays,] [added: plays] while continuing to be a leading provider of [removed: affordable, reliable, lower carbon energy] [added: natural gas] to markets in need.

*Haynesville -* [removed: Haynesville/Bossier] [added: Haynesville and Bossier] Shales in [removed: Northwestern] Louisiana.

As of December 31, [removed: 2023,] [added: 2024,] we held an interest in approximately [removed: 5,000] [added: 8,000] gross productive [removed: gas] wells, including [removed: 3,300 (1,900] [added: 6,200 (4,300] net) wells in which we held a working interest and [removed: 1,700] [added: 1,800] wells in which we held an overriding or royalty interest.

[removed: Of the 3,300 wells in which we held a working interest,] [added: During 2024,] we operated [removed: 2,800] [added: 5,500] gross wells and held a non-operating working interest in [removed: 500] [added: 700] gross wells.

We also completed [removed: 166] [added: 81] gross [removed: (108] [added: (62] net) wells as operator and participated in another [removed: 28] [added: 6] gross [removed: (1 net) wells] [added: and less than one net well] completed by other operators.

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

| | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| Productive | | | | | | [removed: 194] [added: 87] | | | | | | 100 | | | | | | [removed: 109] [added: 62] | | | | | | 100 | | | | | | [removed: 237] [added: 194] | | | | | | 100 | | | | | | [removed: 151] [added: 109] | | | | | | 100 | | | | | | [removed: 137] [added: 237] | | | | | | 100 | | | | | | [removed: 74] [added: 151] | | | | | | 100 | | |

| Total | | | | | | [removed: 194] [added: 87] | | | | | | 100 | | | | | | [removed: 109] [added: 62] | | | | | | 100 | | | | | | [removed: 237] [added: 194] | | | | | | 100 | | | | | | [removed: 151] [added: 109] | | | | | | 100 | | | | | | [removed: 137] [added: 237] | | | | | | 100 | | | | | | [removed: 74] [added: 151] | | | | | | 100 | | |

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

| 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] | | |

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

| | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Haynesville | | | | | | [removed: 84] [added: 48] | | | | | | [removed: 51] [added: 41] | | | | | | [removed: 83] [added: 84] | | | | | | [removed: 61] [added: 51] | | | | | | [removed: 40] [added: 83] | | | | | | [removed: 31] [added: 61] | | |

| Eagle Ford | | | | | | [removed: 32] [added: —] | | | | | | [removed: 21] [added: —] | | | | | | [removed: 52] [added: 32] | | | | | | [removed: 32] [added: 21] | | | | | | [removed: 12] [added: 52] | | | | | | [removed: 7] [added: 32] | | |

| Total | | | | | | [removed: 194] [added: 87] | | | | | | [removed: 109] [added: 62] | | | | | | [removed: 238] [added: 194] | | | | | | [removed: 152] [added: 109] | | | | | | [removed: 139] [added: 238] | | | | | | [removed: 75] [added: 152] | | |

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 92] [added: 162] gross [removed: (58] [added: (128] net) wells in the process of being drilled or completed.

| Haynesville | | | | | | [removed: 22] [added: 561] | | | | | | — | | | | | | — | | | | | | [removed: 22] [added: 561] | | |

| [removed: Marcellus] [added: Northeast Appalachia] | | | | | | $ | 2.22 | | | | | $ | — | | | | | $ | — | | | | | $ | 2.22 | | | | | $ | 0.12 | | | | | $ | 0.65 | |

| [removed: Marcellus] [added: Northeast Appalachia] | | | | | | $ | 6.03 | | | | | $ | — | | | | | $ | — | | | | | $ | 6.03 | | | | | $ | 0.11 | | | | | $ | 0.57 | |

The tables below set forth information as of December 31, [removed: 2023,] [added: 2024,] 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.

| [added: 2023] | | | | | | [removed: December 31, 2023] | | | | | | | | | | | | | | | | | | | | |

| Proved undeveloped [removed: | | | | | | 3,325 | | | | | | — | | | | | | —] [added: reserves, beginning of period] | | | | | | 3,325 | | |

| Standardized measure(b) | | | | | | | | | | | | | | | | | | $ | [removed: 4,477] [added: 7,531] | |

| Estimated future net revenue(b) | | | | | | $ | [removed: 6,194] [added: 10,620] | | | | | $ | [removed: 2,360] [added: 3,049] | | | | | $ | [removed: 8,554] [added: 13,669] | |

| Present value of estimated future net revenue (PV-10)(b) | | | | | | $ | [removed: 3,728] [added: 6,519] | | | | | $ | [removed: 843] [added: 1,048] | | | | | $ | [removed: 4,571] [added: 7,567] | |

(a) [removed: Marcellus] [added: Haynesville, Northeast Appalachia] and [removed: Haynesville] [added: Southwest Appalachia] accounted for approximately [removed: 73%] [added: 19%, 39%] and [removed: 27%,] [added: 42%,] respectively, of our estimated proved reserves by volume as of December 31, [removed: 2023.][added: 2024.]

(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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The price used in our PV-10 measure was [removed: $2.64] [added: $2.13] per Mcf of natural [removed: gas,] [added: gas and $75.48 per Bbl of oil and NGL,] before basis differential adjustments.

[removed: This price] [added: These prices] should not be interpreted as a prediction of future prices, nor [removed: does it] [added: do they] reflect the value of our commodity derivative instruments in place as of December 31, [removed: 2023.][added: 2024.]

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: $94] [added: $36] million as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] our proved reserve estimates included [removed: 3,325] [added: 3,842] Bcfe of reserves classified as proved undeveloped, compared to [removed: 4,321] [added: 3,325] Bcfe as of December 31, [removed: 2022.][added: 2023.]

Presented below is a summary of changes in our proved undeveloped reserves for [removed: 2023:][added: 2024:]

| Proved undeveloped reserves, [removed: beginning] [added: end] of period | | | | | | [removed: 4,321] [added: 3,842] | | |

Expand Energy is the largest independent natural gas producer in the U.S., based on net daily production, and is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all.

Our operations are located in Louisiana in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”) and include interests in approximately 8,000 gross natural gas and oil wells.

On October 1, 2024, we completed the Southwestern Merger, creating a premier energy company that we believe is underpinned by a leading natural gas portfolio adjacent to the highest demand markets, premium inventory, a resilient financial foundation and an investment grade balance sheet.

We believe that we are uniquely positioned to deliver affordable, lower-carbon energy to meet growing domestic and international demand while creating sustainable value for stakeholders.

We continue to focus on improving margins through operating efficiencies and financial discipline and improving our ESG performance.

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

We also intend to continue to dedicate capital to projects designed to reduce the environmental impact of our production activities.

*Northeast Appalachia -* Marcellus Shale in Pennsylvania.

*Southwest Appalachia -* Marcellus and Utica Shales in Ohio and West Virginia.

Of the 6,200 (4,300 net) wells in which we held a working interest, substantially all were classified as productive natural gas wells.

| Northeast Appalachia | | | | | | 38 | | | | | | 20 | | | | | | 78 | | | | | | 37 | | | | | | 103 | | | | | | 59 | | |

| Southwest Appalachia | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Northeast Appalachia | | | | | | 662 | | | | | | — | | | | | | — | | | | | | 662 | | |

| Southwest Appalachia | | | | | | 98 | | | | | | 1.2 | | | | | | 7.8 | | | | | | 152 | | |

| Total Production | | | | | | 1,321 | | | | | | 1.2 | | | | | | 7.8 | | | | | | 1,375 | | |

| Northeast Appalachia | | | | | | 669 | | | | | | — | | | | | | — | | | | | | 669 | | |

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

| Northeast Appalachia | | | | | | 670 | | | | | | — | | | | | | — | | | | | | 670 | | |

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

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Haynesville | | | | | | $ | 2.14 | | | | | $ | — | | | | | $ | — | | | | | $ | 2.14 | | | | | $ | 0.30 | | | | | $ | 0.58 | |

| Northeast Appalachia | | | | | | $ | 1.88 | | | | | $ | — | | | | | $ | — | | | | | $ | 1.88 | | | | | $ | 0.15 | | | | | $ | 0.77 | |

| Southwest Appalachia | | | | | | $ | 2.42 | | | | | $ | 60.41 | | | | | $ | 27.44 | | | | | $ | 3.42 | | | | | $ | 0.32 | | | | | $ | 1.33 | |

| Total | | | | | | $ | 2.03 | | | | | $ | 60.41 | | | | | $ | 27.44 | | | | | $ | 2.16 | | | | | $ | 0.23 | | | | | $ | 0.75 | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

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

| | | | | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| Proved developed | | | | | | 14,418 | | | | | | 40.3 | | | | | | 383.0 | | | | | | 16,958 | | |

| Proved undeveloped | | | | | | 2,506 | | | | | | 27.6 | | | | | | 195.1 | | | | | | 3,842 | | |

| Total proved(a) | | | | | | 16,924 | | | | | | 67.9 | | | | | | 578.1 | | | | | | 20,800 | | |

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

As of December 31, 2024, approximately 1,606 Bcfe, or 8%, of our total proved reserves were developed and non-producing, primarily due to our deferred turn in line program.

Future prices and costs may be materially higher or

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

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

We own a large portfolio of onshore U.S. unconventional natural gas assets, including interests in approximately 5,000 gross natural gas wells.

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.

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

On June 28, 2020, we and certain of our subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

The Bankruptcy Court confirmed the Plan in a bench ruling on January 13, 2021 and entered the Confirmation Order on January 16, 2021.

The Debtors emerged from bankruptcy on February 9, 2021.

Upon emergence, all existing equity was canceled and New Common Stock was issued to the previous holders of our FLLO Term Loan Facility, Second Lien Notes, senior unsecured notes and certain general unsecured creditors whose claims were impaired as a result of our bankruptcy, as well as to other parties as set forth in the Plan, including to other parties participating in a $600 million rights offering.

Upon emergence from bankruptcy, we adopted fresh start accounting, which resulted in us becoming a new entity for financial reporting purposes.

Accordingly, the consolidated financial statements on or after February 9, 2021 are not comparable to the consolidated financial statements prior to that date.

*Superior Capital Returns.* We consistently focus on optimizing the development of our large resource base with a prioritization of generating high cash returns on capital invested.

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

*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.

*Sustainability Leadership.* We are committed to protecting our country’s natural resources and reducing our environmental footprint.

We continue to foster a focus on environmental excellence through a culture of stewardship and sustainability among our employees and business partners.

We recognize that ownership and accountability are key to helping ensure our work sites are safe and protective of the environment.

*Premier Balance Sheet.* We believe that maintaining low net leverage is integral to our business strategy and will allow us to maintain lower fixed costs, improve our margins and maintain the flexibility of our capital program.

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

*Marcellus -* Northern Appalachian Basin in Pennsylvania.

| Marcellus | | | | | | 78 | | | | | | 37 | | | | | | 103 | | | | | | 59 | | | | | | 83 | | | | | | 34 | | |

| Powder River Basin | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 3 | | |

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

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

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

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

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

| Marcellus | | | | | | 50 | | | | | | — | | | | | | — | | | | | | 50 | | |

| Eagle Ford | | | | | | 7 | | | | | | 3.0 | | | | | | 0.7 | | | | | | 29 | | |

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

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

[removed: The majority of the legal] [added: Legal] proceedings that were in existence prior to the Petition Date [removed: were] [added: and have not yet been] settled [removed: during] [added: as part of] the Chapter 11 Cases [removed: or] will be resolved in connection with the claims reconciliation process before the Bankruptcy Court.

See [removed: [Note 7](#ia667cf758ac34907aec4cb317c545326_163)] [added: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_166) [5](#ib7b801adb71e427e9563e3d1bc6b225c_166)] 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.

We are also party to the consolidated Chapter 11 Cases pending for the Debtors in the Bankruptcy Court.

Any legal proceeding pending against Southwestern and assumed by us in connection with the Southwestern Merger is not subject to discharge or resolution as part of the Chapter 11 Cases.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: CHESAPEAKE] [added: EXPAND] ENERGY CORPORATION

| Common Stock, $0.01 par value per share | | | | | | [removed: CHK] [added: EXE] | | | | | | The Nasdaq Stock Market LLC | | |

| Class A Warrants to purchase Common Stock | | | | | | [removed: CHKEW] [added: EXEEW] | | | | | | The Nasdaq Stock Market LLC | | |

| Class B Warrants to purchase Common Stock | | | | | | [removed: CHKEZ] [added: EXEEZ] | | | | | | The Nasdaq Stock Market LLC | | |

| Class C Warrants to purchase Common Stock | | | | | | [removed: CHKEL] [added: EXEEL] | | | | | | The Nasdaq Stock Market LLC | | |

The aggregate market value of our common stock held by non-affiliates on June [removed: 30, 2023] [added: 28, 2024] was approximately [removed: $7.6] [added: $6.5] billion.

As of February [removed: 15, 2024,] [added: 19, 2025,] there were [removed: 130,794,770] [added: 232,699,939] shares of our common stock outstanding.

Portions of the proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference in Part III.

[removed: CHESAPEAKE] [added: EXPAND] ENERGY CORPORATION AND SUBSIDIARIES

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| [Item [removed: 16.](#ia667cf758ac34907aec4cb317c545326_259)] [added: 16.](#ib7b801adb71e427e9563e3d1bc6b225c_256)] | | | [Form 10-K [removed: Summary](#ia667cf758ac34907aec4cb317c545326_259)] [added: Summary](#ib7b801adb71e427e9563e3d1bc6b225c_256)] | | | | | | [removed: [152](#ia667cf758ac34907aec4cb317c545326_259)] [added: [129](#ib7b801adb71e427e9563e3d1bc6b225c_256)] | | | | | |

Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” [removed: “Chesapeake,”] [added: “Expand Energy,”] the “Company” and “Registrant” refer to [removed: Chesapeake] [added: Expand] Energy Corporation and its consolidated subsidiaries.

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

“Class A Warrants” means warrants to purchase 10 percent of the [removed: New Common Stock] [added: common stock] (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan, the Class B Warrants, and the Class C Warrants), at an initial exercise price per share of $27.63.

“Class B Warrants” means warrants to purchase 10 percent of the [removed: New Common Stock] [added: common stock] (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan and the Class C Warrants), at an initial exercise price per share of $32.13.

“Class C Warrants” means warrants to purchase 10 percent of the [removed: New Common Stock] [added: common stock] (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan), at an initial exercise price per share of $36.18.

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

“Debtors” means [added: Chesapeake Energy Corporation prior to] the [removed: Company,] [added: Southwestern Merger,] together with all of its direct and indirect subsidiaries that have filed the Chapter 11 Cases.


| [Item 1C.](#ib7b801adb71e427e9563e3d1bc6b225c_82) | | | [Cybersecurity](#ib7b801adb71e427e9563e3d1bc6b225c_82) | | | | | | [50](#ib7b801adb71e427e9563e3d1bc6b225c_82) | | | | | |

| | | | [Results of Operations](#ib7b801adb71e427e9563e3d1bc6b225c_112) | | | | | | [62](#ib7b801adb71e427e9563e3d1bc6b225c_112) | | | | | |

| [Signatures](#ib7b801adb71e427e9563e3d1bc6b225c_259) | | | | | | | | | [130](#ib7b801adb71e427e9563e3d1bc6b225c_259) | | | | | |

| Explanatory Note and Definitions | | |

On October 1, 2024, Chesapeake Energy Corporation completed its previously announced merger with Southwestern Energy Company.

In connection with the Southwestern Merger, Chesapeake Energy Corporation changed its name to Expand Energy Corporation.

“ASU” means Accounting Standards Update.

“Bbl” or “Bbls” means one stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

“Chesapeake” means Chesapeake Energy Corporation, prior to the Southwestern Merger.

Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well.

“FASB” means the Financial Accounting Standards Board.

“MBbls” means one thousand barrels of oil or other liquid hydrocarbons.

“MMBbls” means one million barrels of oil or other liquid hydrocarbons.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

“Southwestern Merger” means Chesapeake’s merger with Southwestern, which closed on October 1, 2024.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

- challenges with employee retention and increasingly competitive labor market;

- security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business;

There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond our control.

The reserve data represents only estimates which may differ from the actual quantities of natural gas, oil and NGL that are ultimately recovered.

Furthermore, the estimated future net revenue from proved reserves and the associated present value are based upon certain assumptions, including prices, future production levels and costs that may not prove correct.

Future prices and costs may be materially higher or lower than the prices and costs as of the date of any estimate.

See *Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities* included in [Item 8 of Part II](#ib7b801adb71e427e9563e3d1bc6b225c_124) of this report for further discussion of our reserve quantities.

All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)


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

| | | | [Results of Operations](#ia667cf758ac34907aec4cb317c545326_109) | | | | | | [64](#ia667cf758ac34907aec4cb317c545326_109) | | | | | |

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

| Definitions | | |

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

“Backstop Commitment Agreement” means that certain Backstop Commitment Agreement, dated as of June 28, 2020, by and between Chesapeake and the Backstop Parties, as may be further amended, modified, or supplemented from time to time, in accordance with its terms.

“Backstop Parties” means the members of the FLLO Ad Hoc Group that are signatories to the Backstop Commitment Agreement and Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts.

“Bbl” or “Bbls” means barrel or barrels.

“DIP Facility” means that certain debtor-in-possession financing facility documented pursuant to the DIP Documents and DIP Order.

“FLLO Term Loan Facility” means the facility outstanding under the FLLO Term Loan Facility Credit Agreement.

“FLLO Term Loan Facility Credit Agreement” means that certain Term Loan Agreement, dated as of December 19, 2019 ((i) as supplemented by that certain Class A Term Loan Supplement, dated as of December 19, 2019 (as amended, restated or otherwise modified from time to time), by and among Chesapeake, as borrower, the Debtor guarantors party thereto, GLAS USA LLC, as administrative agent, and the lenders party thereto, and (ii) as further amended, restated, or otherwise modified from time to time), by and among Chesapeake, the Debtor guarantors party thereto, GLAS USA LLC, as administrative agent, and the lenders party thereto.

“MBbls” means thousand barrels.

“MMBbls” means million barrels.

“New Common Stock” means the single class of common stock issued by Reorganized Chesapeake on the Effective Date.

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

“Second Lien Notes” means the 11.50% senior notes due 2025 issued by Chesapeake pursuant to the Second Lien Notes Indenture.

“Second Lien Notes Claim” means any Claim on account of the Second Lien Notes.

“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.

“Tranche A Loans” means the fully revolving loans made under and on the terms set forth under the Exit Credit Facility which were partially funded on the Effective Date.

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

“Tranche B Loans” means term loans made under and on the terms set forth under the Exit Credit Facility which were fully funded on the Effective Date.

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

“2021 Predecessor Period” means the period of January 1, 2021 through February 9, 2021.

“2021 Successor Period” means the period of February 10, 2021 through December 31, 2021.

“2022 Successor Period” means the year ended December 31, 2022.

“2023 Successor Period” means the year ended December 31, 2023.

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

We design and assess our cybersecurity risk management program guided by the NIST Cybersecurity [removed: Framework.][added: Framework to help us identify, assess and manage cybersecurity risks relevant to our business.]

- risk assessments designed to help identify [added: and address] material cybersecurity risks to our critical systems and information;

- cybersecurity awareness training [added: for all] of our employees and [removed: contractors, including incident response personnel, and senior management;][added: contractors;]

- a cybersecurity incident response plan that includes procedures for responding [removed: to] [added: to, escalating, and reporting] cybersecurity incidents; and

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

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

Our Audit Committee receives [removed: quarterly] [added: bi-annual] updates from management on our cybersecurity risks.

In addition, management updates our Audit Committee, as necessary, regarding any [removed: material] [added: significant] cybersecurity incidents.

Our Board of Directors also receives briefings from management on our [removed: cyber] [added: cybersecurity] risk [removed: management program.]

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

Our Cybersecurity Manager is responsible for [added: assessing and managing risks from cybersecurity threats and] reporting [removed: material] [added: significant] incidents to our Cybersecurity [removed: Committee that] [added: Committee, which] includes our Chief Financial Officer, General Counsel and Corporate Secretary, [removed: and our] Chief Information [removed: Officer.][added: Officer, Cybersecurity Manager and Director of Internal Audit.]

Our [added: Cybersecurity Manager has over 20 years of experience in information security and incident response and 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.

management program.

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.

Business [added: of Part I of this report] and in the Supplementary Information included in [removed: Item] [added: [Item] 8 of Part [removed: II] [added: II](#ib7b801adb71e427e9563e3d1bc6b225c_124)] of this report.

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

Not applicable.

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17CFR 229.104) is included in Exhibit 95.1 to this Form 10-K.

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

For [removed: more] [added: additional] information [removed: regarding our emergence from Chapter 11 bankruptcy and] [added: on] our [removed: Plan of Reorganization,] [added: dividends,] see [Note [removed: 2](#ia667cf758ac34907aec4cb317c545326_148)] [added: 1](#ib7b801adb71e427e9563e3d1bc6b225c_184)[0](#ib7b801adb71e427e9563e3d1bc6b225c_184)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

[removed: Additionally, more] [added: More] information on our [removed: New Common Stock] [added: common stock] and Warrants can be found in [Note [removed: 12](#ia667cf758ac34907aec4cb317c545326_181)] [added: 1](#ib7b801adb71e427e9563e3d1bc6b225c_184)[0](#ib7b801adb71e427e9563e3d1bc6b225c_184)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

On [removed: December 2, 2021, we announced that] [added: October 22, 2024] our Board of Directors authorized [removed: the repurchase] [added: repurchases] of up to $1.0 [removed: billion] [added: billion,] in [removed: aggregate value] [added: the aggregate,] of [removed: our] [added: the Company’s] common stock and/or warrants [removed: from time to time.][added: under a share repurchase program.]

The repurchase authorization permits repurchases on a discretionary basis [removed: as determined by management,] subject to market conditions, [added: required internal approvals,] applicable legal requirements, available liquidity, compliance with the Company’s debt agreements and other appropriate factors.

As of February [removed: 15, 2024,] [added: 19, 2025,] there were approximately [removed: 141] [added: 1,226] holders of record of our common stock.

Subsequent to the completion of the Southwestern Merger on October 1, 2024, we changed our company name to Expand Energy Corporation and changed the NASDAQ trading symbol for our common stock from “CHK” to “EXE”.

Additionally, our Class A Warrants, Class B Warrants and Class C Warrants trading symbols changed from “CHKEW”, “CHKEZ”, and “CHKEL”, respectively, to “EXEEW”, “EXEEZ” and “EXEEL”, respectively, following the completion of the Southwestern Merger.

Our common shares and Warrants have been trading under the updated trading symbols on NASDAQ since October 2, 2024.

Effective January 1, 2025, we updated our enhanced returns framework which prioritizes paying a base dividend per share and provides for annual net debt reduction prior to additional shareholder returns such as additional dividend payments or share repurchases.

We did not repurchase any shares of our common stock during the quarter ended December 31, 2024.

As of December 31, 2024, approximately $1.0 billion may yet be purchased under the share repurchase program described above.

Upon our emergence from Chapter 11 bankruptcy on February 9, 2021, our then-authorized common stock and preferred stock were canceled and released under the Plan without receiving any recovery on account thereof.

In accordance with the Plan confirmed by the Bankruptcy Court on February 9, 2021, we issued 97,097,081 shares of New Common Stock of the Successor, which are listed on the Nasdaq Stock Market LLC under the symbol CHK.

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 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.

We declared the first quarterly dividend on our New Common Stock in the second quarter of 2021, which consisted of a base dividend per share.

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

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

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

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

The share repurchase program 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, 2023.

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

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

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

| October 1 - October 31 | | | | | | 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 | | | | | | | | |

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

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

| [removed: [Reports] [added: [Report] of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ia667cf758ac34907aec4cb317c545326_124) 238[)](#ia667cf758ac34907aec4cb317c545326_124)] [added: ID](#ib7b801adb71e427e9563e3d1bc6b225c_127) 238[)](#ib7b801adb71e427e9563e3d1bc6b225c_127)] | | | | | | | | | [removed: [81](#ia667cf758ac34907aec4cb317c545326_124)] [added: [72](#ib7b801adb71e427e9563e3d1bc6b225c_127)] | | | | | |

| | | | [Consolidated Balance [removed: Sheets](#ia667cf758ac34907aec4cb317c545326_127)] [added: Sheets](#ib7b801adb71e427e9563e3d1bc6b225c_130)] | | | | | | [removed: [85](#ia667cf758ac34907aec4cb317c545326_127)] [added: [75](#ib7b801adb71e427e9563e3d1bc6b225c_130)] | | | | | |

| | | | [Consolidated Statements of [removed: Operations](#ia667cf758ac34907aec4cb317c545326_130)] [added: Operations](#ib7b801adb71e427e9563e3d1bc6b225c_133)] | | | | | | [removed: [86](#ia667cf758ac34907aec4cb317c545326_130)] [added: [76](#ib7b801adb71e427e9563e3d1bc6b225c_133)] | | | | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ia667cf758ac34907aec4cb317c545326_136)] [added: Flows](#ib7b801adb71e427e9563e3d1bc6b225c_139)] | | | | | | [removed: [88](#ia667cf758ac34907aec4cb317c545326_136)] [added: [77](#ib7b801adb71e427e9563e3d1bc6b225c_139)] | | | | | |

| | | | [Consolidated Statements of Stockholders’ [removed: Equity](#ia667cf758ac34907aec4cb317c545326_139)] [added: Equity](#ib7b801adb71e427e9563e3d1bc6b225c_142)] | | | | | | [removed: [90](#ia667cf758ac34907aec4cb317c545326_139)] [added: [78](#ib7b801adb71e427e9563e3d1bc6b225c_142)] | | | | | |

| | | | [Note 1. Basis of Presentation and Summary of Significant Accounting [removed: Policies](#ia667cf758ac34907aec4cb317c545326_145)] [added: Policies](#ib7b801adb71e427e9563e3d1bc6b225c_148)] | | | | | | [removed: [92](#ia667cf758ac34907aec4cb317c545326_145)] [added: [79](#ib7b801adb71e427e9563e3d1bc6b225c_148)] | | | | | |

| [added: 2.] | | | [removed: [Note 4. Natural] [added: Natural] Gas and Oil Property [removed: Transactions](#ia667cf758ac34907aec4cb317c545326_154) | | | | | | [108](#ia667cf758ac34907aec4cb317c545326_154) | | |] [added: Transactions] | | |

| | | | [removed: [Note 5.] [added: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_160) [3](#ib7b801adb71e427e9563e3d1bc6b225c_160)[.] Earnings Per [removed: Share](#ia667cf758ac34907aec4cb317c545326_157)] [added: Share](#ib7b801adb71e427e9563e3d1bc6b225c_160)] | | | | | | [removed: [113](#ia667cf758ac34907aec4cb317c545326_157)] [added: [90](#ib7b801adb71e427e9563e3d1bc6b225c_160)] | | | | | |

| | | | [removed: [Note 7.] [added: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_166) [5](#ib7b801adb71e427e9563e3d1bc6b225c_166)[.] Contingencies and [removed: Commitments](#ia667cf758ac34907aec4cb317c545326_163)] [added: Commitments](#ib7b801adb71e427e9563e3d1bc6b225c_166)] | | | | | | [removed: [117](#ia667cf758ac34907aec4cb317c545326_163)] [added: [96](#ib7b801adb71e427e9563e3d1bc6b225c_166)] | | | | | |

| | | | [Note [removed: 15.] [added: 1](#ib7b801adb71e427e9563e3d1bc6b225c_193)[3](#ib7b801adb71e427e9563e3d1bc6b225c_193)[.] Derivative and Hedging [removed: Activities](#ia667cf758ac34907aec4cb317c545326_190)] [added: Activities](#ib7b801adb71e427e9563e3d1bc6b225c_193)] | | | | | | [removed: [134](#ia667cf758ac34907aec4cb317c545326_190)] [added: [111](#ib7b801adb71e427e9563e3d1bc6b225c_193)] | | | | | |

| [removed: | | | [Note 17.] Other [removed: Property] [added: property] and [removed: Equipment](#ia667cf758ac34907aec4cb317c545326_196)] [added: equipment] | | | | | | [removed: [138](#ia667cf758ac34907aec4cb317c545326_196)] | | | [added: 128] | | |

| | | | [Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities [removed: (unaudited)](#ia667cf758ac34907aec4cb317c545326_220)] [added: (unaudited)](#ib7b801adb71e427e9563e3d1bc6b225c_217)] | | | | | | [removed: [140](#ia667cf758ac34907aec4cb317c545326_220)] [added: [117](#ib7b801adb71e427e9563e3d1bc6b225c_217)] | | | | | |

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

To the Board of Directors and Stockholders of [removed: Chesapeake] [added: Expand] Energy Corporation

We have audited the accompanying consolidated balance sheets of [removed: Chesapeake] [added: Expand] Energy Corporation and its subsidiaries [removed: (Successor)] (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of [removed: comprehensive income, of] stockholders’ equity and of cash flows for [added: each of] the [added: three] years [removed: then ended and for] [added: in] the period [removed: from February 10, 2021 through] [added: ended] December 31, [removed: 2021,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for [added: each of] the [added: three] years [removed: then ended and for] [added: in] the period [removed: from February 10, 2021 through] [added: ended] December 31, [removed: 2021] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: A company’s internal control over financial reporting] includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

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

As described in Note 1 to the consolidated financial statements, the [removed: Company’s] [added: Company's] property and equipment, net balance was [removed: approximately $10.1] [added: $24.3] billion as of December 31, [removed: 2023,] [added: 2024,] and [added: the related] depreciation, [removed: depletion,] [added: depletion] and amortization [removed: (DD&A)] expense for the year ended December 31, [removed: 2023] [added: 2024] was [removed: approximately $1.5] [added: $1.7] billion, both of which substantially related to proved natural gas and oil properties.

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

Under this method, all capitalized well costs and leasehold costs of proved natural gas and oil properties are depreciated [removed: by] [added: using] the [removed: units-of-production (UOP)] [added: unit-of-production depreciation] method based on total estimated proved developed [removed: reserves] [added: natural gas] and [removed: proved reserves, respectively.][added: oil reserves.]

In addition, estimates of reserves [removed: volumes] may be revised based on actual production, results of subsequent exploration and development activities, recent commodity prices, operating costs and other factors.

The estimates of proved natural gas and oil reserves have been developed by specialists, specifically [added: the Company’s reservoir engineers, and assessed by independent] petroleum [removed: engineers.][added: engineers (together “management’s specialists”).]

The principal considerations for our determination that performing procedures relating to the impact of proved [added: developed] natural gas and oil reserves on proved natural gas and oil properties, net is a critical audit matter are (i) the significant judgment by management, including the use of [added: management’s] specialists, when developing the estimates of proved [added: developed] natural gas and oil [removed: reserves, which in turn led to] [added: reserves and] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence [removed: obtained] related to the data, methods, and assumptions used by management and its specialists in developing the estimates of proved [added: developed] natural gas and oil [removed: reserves volumes and the assumptions applied to the data related to the commodity pricing differentials and future development costs.][added: reserves.]

These procedures included testing the effectiveness of controls relating to management’s estimates of proved [added: developed] natural gas and oil reserves.

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

The procedures performed also included evaluating the methods and assumptions used by the specialists, testing the completeness and accuracy of [added: the] data used by the [removed: specialists,] [added: specialists related to historical production volumes,] and evaluating the specialists’ [removed: findings.][added: findings related to future production volumes by comparing the future production volumes to relevant historical and current period production volumes, as applicable.]

[removed: CHESAPEAKE] [added: EXPAND] ENERGY CORPORATION AND SUBSIDIARIES

| *($ in millions, except per share data)* | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | | | | $ | [added: 317 | | | | | $ |] 1,079 | | | | | $ | 130 | |

| Restricted cash | | | | | | [removed: 74] [added: 78] | | | | | | [removed: 62] [added: 74] | | |

| Accounts receivable, net | | | | | | [removed: 593] [added: 1,226] | | | | | | [removed: 1,438] [added: 593] | | |

| [removed: Short-term derivative] [added: Derivative] assets | | | | | | [removed: 637] [added: 84] | | | | | | [removed: 34] [added: 637] | | |

| Other current assets | | | | | | [removed: 226] [added: 292] | | | | | | [removed: 215] [added: 226] | | |

| Total current assets | | | | | | [removed: 2,609] [added: 1,997] | | | | | | [removed: 2,698] [added: 2,609] | | |

| | | | [Note](#ib7b801adb71e427e9563e3d1bc6b225c_163) [4](#ib7b801adb71e427e9563e3d1bc6b225c_163)[. Debt](#ib7b801adb71e427e9563e3d1bc6b225c_163) | | | | | | [91](#ib7b801adb71e427e9563e3d1bc6b225c_163) | | | | | |

| | | | [Note](#ib7b801adb71e427e9563e3d1bc6b225c_175) [7](#ib7b801adb71e427e9563e3d1bc6b225c_175)[. Leases](#ib7b801adb71e427e9563e3d1bc6b225c_175) | | | | | | [98](#ib7b801adb71e427e9563e3d1bc6b225c_175) | | | | | |

| | | | [Note](#ib7b801adb71e427e9563e3d1bc6b225c_178) [8](#ib7b801adb71e427e9563e3d1bc6b225c_178)[. Revenue](#ib7b801adb71e427e9563e3d1bc6b225c_178) | | | | | | [100](#ib7b801adb71e427e9563e3d1bc6b225c_178) | | | | | |

| | | | [Note](#ib7b801adb71e427e9563e3d1bc6b225c_181) [9](#ib7b801adb71e427e9563e3d1bc6b225c_181)[. Income Taxes](#ib7b801adb71e427e9563e3d1bc6b225c_181) | | | | | | [102](#ib7b801adb71e427e9563e3d1bc6b225c_181) | | | | | |

| | | | [Note 1](#ib7b801adb71e427e9563e3d1bc6b225c_184)[0](#ib7b801adb71e427e9563e3d1bc6b225c_184)[. Equity](#ib7b801adb71e427e9563e3d1bc6b225c_184) | | | | | | [106](#ib7b801adb71e427e9563e3d1bc6b225c_184) | | | | | |

| | | | [Note 1](#ib7b801adb71e427e9563e3d1bc6b225c_187)[1](#ib7b801adb71e427e9563e3d1bc6b225c_187)[. Share-Based Compensation](#ib7b801adb71e427e9563e3d1bc6b225c_187) | | | | | | [109](#ib7b801adb71e427e9563e3d1bc6b225c_187) | | | | | |

| | | | [Note 1](#ib7b801adb71e427e9563e3d1bc6b225c_190)[2](#ib7b801adb71e427e9563e3d1bc6b225c_190)[. Employee Benefit Plans](#ib7b801adb71e427e9563e3d1bc6b225c_190) | | | | | | [111](#ib7b801adb71e427e9563e3d1bc6b225c_190) | | | | | |

| | | | [Note 15. Investments](#ib7b801adb71e427e9563e3d1bc6b225c_202) | | | | | | [114](#ib7b801adb71e427e9563e3d1bc6b225c_202) | | | | | |

| | | | [Note 16. Asset Retirement Obligations](#ib7b801adb71e427e9563e3d1bc6b225c_208) | | | | | | [115](#ib7b801adb71e427e9563e3d1bc6b225c_208) | | | | | |

| | | | [Note 17. Supplemental Cash Flow Information](#ib7b801adb71e427e9563e3d1bc6b225c_2265) | | | | | | [115](#ib7b801adb71e427e9563e3d1bc6b225c_2265) | | | | | |

| | | | [Note 18. Segment Information](#ib7b801adb71e427e9563e3d1bc6b225c_549755816120) | | | | | | [116](#ib7b801adb71e427e9563e3d1bc6b225c_549755816120) | | | | | |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Southwestern Energy from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.

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

Southwestern Energy is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 56% and 35%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

A company’s internal control over financial reporting

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

The procedures performed also included (i) evaluating the methods and assumptions used by the specialists; (ii) testing the completeness and accuracy of the underlying data used by the specialists related to historical production volumes; and (iii) evaluating the specialists’ findings related to future production volumes by comparing the future production volumes to relevant historical and current period production volumes, as applicable.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

As described in Note 2 to the consolidated financial statements, on October 1, 2024, the Company completed the merger with Southwestern (“Southwestern Merger”) and recorded estimated fair values of the acquired proved natural gas and oil properties of approximately $10.0 billion.

The principal considerations for our determination that performing procedures relating to the valuation of proved natural gas and oil properties acquired in the Southwestern Merger is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialists, when developing the fair value estimate of the proved natural gas and oil properties acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future production volumes based on estimated reserves, future operating costs; future commodity prices escalated by an inflationary rate after three 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.

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

These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over the valuation of proved natural gas and oil properties acquired.

These procedures also included, among others (i) reading the merger agreement; (ii) testing management’s process for developing the fair value estimate of proved natural gas and oil properties acquired; (iii) evaluating the appropriateness of the discounted cash flow model; (iv) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (v) evaluating the reasonableness of the significant assumptions used by management related to future production volumes based on estimated reserves, future operating costs, future commodity prices escalated by an inflationary rate after three years, adjusted for differentials, and a market-based weighted average cost of capital by operating area.

Evaluating the reasonableness of management’s assumption related to future operating costs involved considering the reasonableness of the costs as compared to the past performance of the acquired business.

Evaluating the reasonableness of management’s assumption related to future commodity prices, adjusted for differentials, involved comparing the prices against observable market data and evaluating the reasonableness of the differentials as compared to the past performance of the acquired business.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model; (ii) the reasonableness of the market-based weighted average cost of capital by operating area assumption; and (iii) the reasonableness of the inflationary rate after three years used to escalate commodity prices.

The work of management’s specialists was used in performing procedures to evaluate the reasonableness of the future production volumes based on estimated reserves used in the discounted cash flow model.

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

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

EXPAND ENERGY CORPORATION AND SUBSIDIARIES

| Other operating expense, net | | | | | | 332 | | | | | | 18 | | | | | | 49 | | |

| Earnings (loss) per common share: | | | | | | | | | | | | | | | | | | | | |

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

EXPAND ENERGY CORPORATION AND SUBSIDIARIES

| | | | | | | Years Ended December 31, | | | | | | | | | | | | | | |

| *($ in millions)* | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Depreciation, depletion and amortization | | | | | | 1,729 | | | | | | 1,527 | | | | | | 1,753 | | |

| Contract amortization | | | | | | (57) | | | | | | — | | | | | | — | | |

| Receipts of deferred consideration | | | | | | 166 | | | | | | — | | | | | | — | | |

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

| | | | [Consolidated Statements of Comprehensive Income](#ia667cf758ac34907aec4cb317c545326_133) | | | | | | [87](#ia667cf758ac34907aec4cb317c545326_133) | | | | | |

| | | | [Note 2. Chapter 11 Emergence](#ia667cf758ac34907aec4cb317c545326_148) | | | | | | [97](#ia667cf758ac34907aec4cb317c545326_148) | | | | | |

| | | | [Note 3. Fresh Start Accounting](#ia667cf758ac34907aec4cb317c545326_151) | | | | | | [100](#ia667cf758ac34907aec4cb317c545326_151) | | | | | |

| | | | [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 11. Income Taxes](#ia667cf758ac34907aec4cb317c545326_178) | | | | | | [123](#ia667cf758ac34907aec4cb317c545326_178) | | | | | |

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

| | | | [Note 13. Share-Based Compensation](#ia667cf758ac34907aec4cb317c545326_184) | | | | | | [131](#ia667cf758ac34907aec4cb317c545326_184) | | | | | |

| | | | [Note 14. Employee Benefit Plans](#ia667cf758ac34907aec4cb317c545326_187) | | | | | | [133](#ia667cf758ac34907aec4cb317c545326_187) | | | | | |

| | | | [Note 16. Capitalized Exploratory Well Costs](#ia667cf758ac34907aec4cb317c545326_193) | | | | | | [137](#ia667cf758ac34907aec4cb317c545326_193) | | | | | |

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

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

| | | | [Note 2](#ia667cf758ac34907aec4cb317c545326_211)[0](#ia667cf758ac34907aec4cb317c545326_211)[. Asset Retirement Obligations](#ia667cf758ac34907aec4cb317c545326_211) | | | | | | [139](#ia667cf758ac34907aec4cb317c545326_211) | | | | | |

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

Report of Independent Registered Public Accounting Firm

*Basis of Accounting*

As discussed in Note 2 to the consolidated financial statements, Chesapeake Energy Corporation and certain of its subsidiaries (collectively the “Debtors”) filed voluntary petitions on June 28, 2020 with the United States Bankruptcy Court for the Southern District of Texas for relief under the provisions of Chapter 11 of the Bankruptcy Code.

The Bankruptcy Court confirmed the Debtors’ joint plan of reorganization on January 16, 2021 and the Debtors emerged from bankruptcy on February 9, 2021.

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

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

reserves volumes.

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

Additionally, these procedures included evaluating whether the assumptions applied to the aforementioned data were reasonable considering the past performance of the Company.

/s/ PricewaterhouseCoopers LLP

Oklahoma City, Oklahoma

February 21, 2024

We have served as the Company’s auditor since 1992.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, of comprehensive 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, 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 in conformity with accounting principles generally accepted in the United States of America.

In connection with its emergence from bankruptcy, the Company adopted fresh start accounting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

It is the responsibility of the management of [removed: Chesapeake] [added: Expand] Energy Corporation to establish and maintain adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934).

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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein.

Management’s assessment and conclusion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excludes an assessment of the internal control over financial reporting of Southwestern Energy, which was acquired in a business combination on October 1, 2024.

Southwestern Energy represents approximately 56% of our consolidated total assets as of December 31, 2024 and approximately 35% of our consolidated revenues for the year ended December 31, 2024.

| February 26, 2025 | | | | | | | | | | | | | | |

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

[TABLE OF CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.

*Rule 10b5-1 Trading Arrangements*

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

*Compensatory Arrangements*

On February 21, 2025, our Compensation Committee approved a supplement to outstanding restricted stock unit and performance share unit award agreements under the LTIP (the “Global Supplement”) held by certain of our employees, including our executive officers.

The Global Supplement provides for a pro rata acceleration and vesting of such awards in connection with a termination by the Company without Cause (as defined in the LTIP); provided, however, that such acceleration will not apply (1) if the holder of such awards has not been employed for at least one year as of the date of termination or (2) if such awards are already subject to full acceleration pursuant to another agreement with the Company.

This summary of the Global Supplement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Global Supplement, which is filed as Exhibit 10.34 to this Annual Report on Form 10-K and incorporated herein by reference.

The other information called for by this Item 10 is incorporated herein by reference to the definitive proxy statement to be filed by [removed: Chesapeake] [added: Expand Energy] 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: 2023] [added: 2024] (the [removed: “2024] [added: “2025] Proxy Statement”).

*Code of Business Conduct*

The Company has adopted a Code of Business Conduct that applies to all of its officers, directors and employees.

We have posted a copy of our Code of Business Conduct on the “Sustainability” section of our website at www.expandenergy.com.

Any amendments to, or waivers from, our Code of Business Conduct that apply to our executive officers and directors will be posted on the “Sustainability” section of our website at www.expandenergy.com.

Note that the information on the Company’s website is not incorporated by reference into this filing.

The information called for by this Item 11 is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement.

The information called for by this Item 12 is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement.

The information called for by this Item 13 is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement.

The information called for by this Item 14 is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement.

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

[removed: Chesapeake's] [added: Expand Energy's] consolidated financial statements are included in [removed: Item] [added: [Item] 8 of Part [removed: II] [added: II](#ib7b801adb71e427e9563e3d1bc6b225c_124)] of this report.

| [removed: 2.2] [added: 2.5*] | | | | | | [Agreement and Plan of Merger, dated as of [removed: August] [added: January] 10, [removed: 2021, by and] [added: 2024,] among Chesapeake Energy Corporation, [removed: Hannibal] [added: Hulk] Merger Sub, Inc., [removed: Hannibal merger] [added: Hulk LLC] Sub, LLC, [removed: Vine Energy Inc.] and [removed: Vine] [added: Southwestern] Energy [removed: holdings LLC.](https://www.sec.gov/Archives/edgar/data/0000895126/000110465921103565/tm2124808d3_ex2-1.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex2-1.htm)] | | | | | | 8-K | | | | | | 001-13726 | | | | | | 2.1 | | | | | | [removed: 8/11/2021] [added: 1/11/2024] | | | | | | | | |

| [removed: 2.3] [added: 2.2] | | | | | | [Partnership Interest Purchase Agreement by and among The Jan & Trevor Rees-Jones Revocable Trust, Rees-Jones Family Holdings, LP, Chief E&D Participants, LP, and Chief E&D (GP) LLC (collectively, as Sellers) and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000029/ex1036chiefpartnershipinte.htm) | | | | | | 10-K | | | | | | 001-13726 | | | | | | 10.36 | | | | | | 2/24/2022 | | | | | | | | |

| [removed: 2.4] [added: 2.3] | | | | | | [Membership Interest Purchase Agreement by and among Radler 2000 Limited Partnership and Tug Hill, Inc., together as Sellers, and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000029/ex1037r2kpamembershipinter.htm) | | | | | | 10-K | | | | | | 001-13726 | | | | | | 10.37 | | | | | | 2/24/2022 | | | | | | | | |

| [removed: 2.5] [added: 2.4] | | | | | | [Membership Interest Purchase Agreement by and among Radler 2000 Limited Partnership and Tug Hill, Inc., together as Sellers, and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000029/ex1038thmmembershipinteres.htm) | | | | | | 10-K | | | | | | 001-13726 | | | | | | 10.38 | | | | | | 2/24/2022 | | | | | | | | |

| [removed: 2.6*] [added: 10.28†] | | | | | | [removed: [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)] [added: [Form of](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex10-1.htm) [Chesapeake](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex10-1.htm) [Energy Corporation Executive Letter Agreement](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex10-1.htm)] | | | | | | 8-K | | | | | | 001-13726 | | | | | | [removed: 2.1] [added: 10.1] | | | | | | 1/11/2024 | | | | | | | | |

[TABLE OF [removed: CONTENTS](#ia667cf758ac34907aec4cb317c545326_7)][added: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)]

| 3.1 | | | | | | [removed: [Second Amended] [added: [Third](https://www.sec.gov/Archives/edgar/data/895126/000110465924104976/tm2425151d1_ex3-1.htm) [Amended] and Restated Certificate of Incorporation of [removed: Chesapeake] [added: Expand] Energy [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex312arcoi.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000110465924104976/tm2425151d1_ex3-1.htm)] | | | | | | 8-K | | | | | | 001-13726 | | | | | | 3.1 | | | | | | [removed: 2/9/2021] [added: 10/1/2024] | | | | | | | | |

| 3.2 | | | | | | [removed: [Second] [added: [Third] Amended and Restated Bylaws of [removed: Chesapeake] [added: Expand] Energy [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex32bylaws.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000110465924104976/tm2425151d1_ex3-2.htm)] | | | | | | 8-K | | | | | | 001-13726 | | | | | | 3.2 | | | | | | [removed: 2/9/2021] [added: 10/1/2024] | | | | | | | | |

| 10.7 | | | | | | [Form of Indemnity [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex106formofindemnityagreem.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex107xformofindemnitya.htm)] | | | | | | [removed: 8-K] | | | | | | [removed: 001-13726] | | | | | | [removed: 10.6] | | | | | | [removed: 2/9/2021] | | | | | | [added: X] | | |

| 10.8† | | | | | | [removed: [Chesapeake] [added: [Expand] Energy Corporation 2021 Long Term Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex107ltip.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex108xexpandenergycorp.htm)] | | | | | | [removed: 8-K] | | | | | | [removed: 001-13726] | | | | | | [removed: 10.7] | | | | | | [removed: 2/9/2021] | | | | | | [added: X] | | |