Item 1. Condensed Consolidated Financial Statements

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Item 1. Condensed Consolidated Financial Statements

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)


($ in millions, except per share data)	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	130	$	130
Restricted cash	67		62
Accounts receivable, net	864		1,438
Short-term derivative assets	464		34
Assets held for sale	862		819
Other current assets	242		215
Total current assets	2,629		2,698
Property and equipment:
Natural gas and oil properties, successful efforts method
Proved natural gas and oil properties	10,793		11,096
Unproved properties	2,002		2,022
Other property and equipment	498		500
Total property and equipment	13,293		13,618
Less: accumulated depreciation, depletion and amortization	(2,770)		(2,431)

Total property and equipment, net	10,523		11,187
Long-term derivative assets	122		47
Deferred income tax assets	973		1,351
Other long-term assets	344		185
Total assets	$	14,591	$	15,468

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	631	$	603
Accrued interest	40		42
Short-term derivative liabilities	25		432
Other current liabilities	1,202		1,627
Total current liabilities	1,898		2,704
Long-term debt, net	2,040		3,093
Long-term derivative liabilities	42		174
Asset retirement obligations, net of current portion	279		323
Other long-term liabilities	49		50
Total liabilities	4,308		6,344
Contingencies and commitments (Note 5)
Stockholders' equity:
Common stock, $0.01 par value, 450,000,000 shares authorized: 134,019,253 and 134,715,094 shares issued	1		1
Additional paid-in capital	5,729		5,724
Retained earnings	4,553		3,399
Total stockholders' equity	10,283		9,124
Total liabilities and stockholders' equity	$	14,591	$	15,468

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

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


($ in millions, except per share data)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Revenues and other:
Natural gas, oil and NGL	$	1,453	$	1,914
Marketing	652		867
Natural gas and oil derivatives	930		(2,125)
Gains on sales of assets	335		279
Total revenues and other	3,370		935
Operating expenses:
Production	131		110
Gathering, processing and transportation	264		242
Severance and ad valorem taxes	69		63
Exploration	7		5
Marketing	651		851
General and administrative	35		26

Depreciation, depletion and amortization	390		409

Other operating expense, net	3		23
Total operating expenses	1,550		1,729
Income (loss) from operations	1,820		(794)
Other income (expense):
Interest expense	(37)		(32)

Other income	10		16
Total other income (expense)	(27)		(16)
Income (loss) before income taxes	1,793		(810)
Income tax expense (benefit)	404		(46)


Net income (loss) available to common stockholders	$	1,389	$	(764)
Earnings (loss) per common share:
Basic	$	10.31	$	(6.32)
Diluted	$	9.60	$	(6.32)
Weighted average common shares outstanding (in thousands):
Basic	134,742		120,805
Diluted	144,731		120,805

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

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


($ in millions)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Cash flows from operating activities:
Net income (loss)	$	1,389	$	(764)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	390		409
Deferred income tax expense	378		—
Derivative (gains) losses, net	(930)		2,125
Cash payments on derivative settlements, net	(285)		(568)
Share-based compensation	7		4
Gains on sales of assets	(335)		(279)

Exploration	3		4

Other	9		(8)
Changes in assets and liabilities	263		(70)
Net cash provided by operating activities	889		853
Cash flows from investing activities:
Capital expenditures	(497)		(344)
Business combination, net	—		(2,006)
Contributions to investments	(39)		—
Proceeds from divestitures of property and equipment	931		403
Net cash provided by (used in) investing activities	395		(1,947)
Cash flows from financing activities:
Proceeds from New Credit Facility	1,000		—
Payments on New Credit Facility	(2,050)		—
Proceeds from Exit Credit Facility	—		1,565
Payments on Exit Credit Facility	—		(1,065)

Proceeds from warrant exercise	—		1

Cash paid to repurchase and retire common stock	(54)		(83)

Cash paid for common stock dividends	(175)		(210)
Net cash provided by (used in) financing activities	(1,279)		208
Net increase (decrease) in cash, cash equivalents and restricted cash	5		(886)
Cash, cash equivalents and restricted cash, beginning of period	192		914
Cash, cash equivalents and restricted cash, end of period	$	197	$	28

Cash and cash equivalents	$	130	$	19
Restricted cash	67		9
Total cash, cash equivalents and restricted cash	$	197	$	28

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

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)

(Unaudited)

Supplemental disclosures to the condensed consolidated statements of cash flows are presented below:


($ in millions)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Supplemental cash flow information:

Interest paid, net of capitalized interest	$	41	$	31
Income taxes paid, net of refunds received	$	—	$	(5)

Supplemental disclosure of significant non-cash investing and financing activities:
Change in accrued drilling and completion costs	$	56	$	6

Common stock issued for business combination	$	—	$	764
Operating lease obligations recognized	$	48	$	—

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

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock
($ in millions)	Shares	Amount		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity
Balance as of December 31, 2022	134,715,094	$	1	$	5,724	$	3,399	$	9,124
Share-based compensation	92,048	—		5		—		5
Issuance of common stock for warrant exercise	4,654	—		—		—		—
Repurchase and retirement of common stock	(792,543)	—		—		(60)		(60)
Net income	—	—		—		1,389		1,389
Dividends on common stock	—	—		—		(175)		(175)
Balance as of March 31, 2023	134,019,253	$	1	$	5,729	$	4,553	$	10,283

Balance as of December 31, 2021	117,917,349	$	1	$	4,845	$	825	$	5,671
Issuance of common stock for Marcellus Acquisition	9,442,185	—		764		—		764
Share-based compensation	23,169	—		5		—		5
Issuance of common stock for warrant exercise	669,669	—		1		—		1
Repurchase and retirement of common stock	(1,000,000)	—		—		(83)		(83)
Net loss	—	—		—		(764)		(764)
Dividends on common stock	—	—		—		(211)		(211)
Balance as of March 31, 2022	127,052,372	$	1	$	5,615	$	(233)	$	5,383

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

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1.			Basis of Presentation and Summary of Significant Accounting Policies

Description of Company

Chesapeake Energy Corporation (“Chesapeake,” “we,” “our,” “us” or the “Company”) is a natural gas and oil exploration and production company engaged in the acquisition, exploration and development of properties for the production of natural gas, oil and NGL from underground reservoirs. Our operations are located onshore in the United States.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Chesapeake were prepared in accordance with GAAP and the rules and regulations of the SEC. Pursuant to such rules and regulations, certain disclosures have been condensed or omitted.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) relates to our financial position as of March 31, 2023 and December 31, 2022, and our results of operations for the three months ended March 31, 2023 and March 31, 2022. Our annual report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”) should be read in conjunction with this Form 10-Q. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair statement of our condensed consolidated financial statements and accompanying notes and include the accounts of our direct and indirect wholly owned subsidiaries and entities in which we have a controlling financial interest. Intercompany accounts and balances have been eliminated. For the time periods covered by this Form 10-Q, we did not have any changes or items impacting other comprehensive income.

Segments

Operating segments are defined as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for which separate operational financial information is available and is regularly evaluated by the chief operating decision maker for the purpose of allocating an enterprise’s resources and assessing its operating performance. We have concluded that we have only one reportable operating segment due to the similar nature of the exploration and production business across Chesapeake and its consolidated subsidiaries and the fact that our marketing activities are ancillary to our operations.

Restricted Cash

As of March 31, 2023, we had restricted cash of $67 million. Our restricted cash represents funds legally restricted for payment of certain convenience class unsecured claims following our emergence from bankruptcy, as well as for future payment of certain royalties.

Assets Held for Sale

We may market certain non-core natural gas and oil assets or other properties for sale. At the end of each reporting period, we evaluate if these assets should be classified as held for sale. The held for sale criteria includes the following: management commits to a plan to sell, the asset is available for immediate sale, an active program to locate a buyer exists, the sale of the asset is probable and expected to be completed within a year, the asset is actively being marketed for sale and that it is unlikely that significant changes to the plan will be made. If each of the criteria are met, then the assets and associated liabilities are classified as held for sale. As of March 31, 2023, the asset and liabilities held for sale are in connection with a portion of our remaining Eagle Ford assets for which we had entered into an agreement to sell to INEOS Energy. This transaction closed on April 28, 2023. See Note 2 for further discussion.

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


2.			Natural Gas and Oil Property Transactions

Marcellus Acquisition

On March 9, 2022, we closed the Marcellus Acquisition for total consideration of approximately $2.77 billion, consisting of approximately $2 billion in cash, including working capital adjustments and approximately 9.4 million shares of our common stock, to acquire high quality producing assets and a deep inventory of premium drilling locations in the prolific Marcellus Shale in Northeast Pennsylvania. The Marcellus Acquisition was indebtedness free, effective as of January 1, 2022, and was subject to customary purchase price adjustments. We funded the cash portion of the consideration with cash on hand and $914 million of borrowings under the Company’s Exit Credit Facility. During the first three months of 2022, we recognized approximately $23 million of costs related to our Marcellus Acquisition, which included consulting fees, financial advisory fees, legal fees and change in control expense in accordance with Chief’s existing employment agreements. These acquisition-related costs are included within other operating expense, net within our condensed consolidated statements of operations.

Marcellus Acquisition Purchase Price Allocation

We have accounted for the Marcellus Acquisition as a business combination, using the acquisition method. The following table represents the allocation of the total purchase price to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date. We finalized the acquisition accounting for this transaction during 2022.


	Purchase Price Allocation
Consideration:
Cash	$	2,000
Fair value of Chesapeake’s common stock issued in the merger (a)	764
Working capital adjustments	6
Total consideration	$	2,770

Fair Value of Liabilities Assumed:
Current liabilities	$	459
Other long-term liabilities	129
Amounts attributable to liabilities assumed	$	588

Fair Value of Assets Acquired:
Cash, cash equivalents and restricted cash	$	39
Other current assets	218
Proved natural gas and oil properties	2,309
Unproved properties	788
Other property and equipment	1
Other long-term assets	3
Amounts attributable to assets acquired	$	3,358

Total identifiable net assets	$	2,770

(a)The fair value of our common stock is a Level 1 input, as our stock price is a quoted price in an active market as of the acquisition date.

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Natural Gas and Oil Properties

For the Marcellus Acquisition, we applied applicable guidance, under which an acquirer should recognize the identifiable assets acquired and the liabilities assumed on the acquisition date at fair value. The fair value estimate of proved and unproved natural gas and oil properties as of the acquisition date was based on estimated natural gas and oil reserves and related future net cash flows discounted using a weighted average cost of capital, including estimates of future production rates and future development costs. We utilized NYMEX strip pricing adjusted for inflation to value the reserves. We then applied various discount rates depending on the classification of reserves and other risk characteristics. Management utilized the assistance of a third-party valuation expert to estimate the value of the natural gas and oil properties acquired. Additionally, the fair value estimate of proved and unproved natural gas and oil properties was corroborated by utilizing a market approach, which considers recent comparable transactions for similar assets.

The inputs used to value natural gas and oil properties require significant judgment and estimates made by management and represent Level 3 inputs.

Marcellus Acquisition Revenues and Expenses Subsequent to Acquisition

For the period from March 10, 2022 to March 31, 2022, we included in our condensed consolidated statements of operations natural gas, oil and NGL revenues of $59 million, net losses on natural gas and oil derivatives of $200 million, and direct operating expenses of $30 million, including depreciation, depletion and amortization related to the Marcellus Acquisition businesses.

Pro Forma Financial Information

As the Marcellus Acquisition closed on March 9, 2022, all activity in 2023 is included in Chesapeake’s condensed consolidated statements of operations for the first three months of 2023. The following unaudited pro forma financial information is based on our historical consolidated financial statements adjusted to reflect as if the Marcellus Acquisition occurred on January 1, 2022. The information below reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including the estimated tax impact of the pro forma adjustments.


	Three Months Ended March 31, 2022
Revenues	$	935
Net loss available to common stockholders	$	(868)
Loss per common share:
Basic	$	(6.83)
Diluted	$	(6.83)

Eagle Ford Divestitures

In January 2023, we entered into an agreement to sell a portion of our Eagle Ford assets to WildFire Energy I LLC for approximately $1.425 billion, subject to customary closing adjustments. Approximately $225 million of the purchase price was recorded as deferred consideration and treated as a non-interest-bearing note to be paid in installments of $60 million per year for the next three years, with $45 million to be paid in the fourth year following the transaction close date. The deferred consideration is recorded at fair value with an imputed rate of interest as a Level 2 input, and approximately $55 million of the deferred consideration is reflected within other current assets and $125 million is reflected within other long-term assets on the condensed consolidated balance sheets as of March 31, 2023. The divestiture, which closed on March 20, 2023, resulted in a gain of approximately $335 million based on the difference between the carrying value of the assets and consideration received. As of December 31, 2022, approximately $811 million of property and equipment, net and $8 million of other assets were classified as assets held for sale on the condensed consolidated balance sheets. Additionally, approximately $65 million of derivative liabilities, $57 million of asset retirement obligations and $22 million of other liabilities were classified as held for sale and included within other current liabilities on the condensed consolidated balance sheets as of December 31, 2022.

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

In February 2023, we entered into an agreement to sell a portion of our remaining Eagle Ford assets to INEOS Energy for approximately $1.4 billion, subject to customary closing adjustments. This transaction closed on April 28, 2023 and we received proceeds of approximately $1.055 billion. Approximately $225 million of the purchase price was recorded as deferred consideration and treated as a non-interest-bearing note to be paid in installments of approximately $56 million per year for the next four years. In February 2023, we ceased depreciation on the assets associated with the sale. We classified approximately $814 million of property and equipment, net, $22 million of right of use lease assets, and $26 million of other assets as held for sale included within current assets held for sale on the condensed consolidated balance sheets as of March 31, 2023. Additionally, approximately $53 million of asset retirement obligations liabilities, $22 million of lease liabilities and $16 million of other liabilities were classified as held for sale and included within other current liabilities on the condensed consolidated balance sheets as of March 31, 2023.

Powder River Divestiture

In January 2022, Chesapeake signed an agreement to sell its Powder River Basin assets in Wyoming to Continental Resources, Inc. for approximately $450 million, subject to customary closing adjustments. The divestiture, which closed on March 25, 2022, resulted in the recognition of a gain of approximately $293 million, which included $13 million of post-close adjustments, based on the difference between the carrying value of the assets and the cash received.


3.			Earnings Per Share

Basic earnings (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is calculated in the same manner but includes the impact of potentially dilutive securities. Potentially dilutive securities consists of issuable shares related to warrants, unvested restricted stock units (“RSUs”), and unvested performance share units (“PSUs”).

The reconciliations between basic and diluted earnings (loss) per share are as follows:


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Numerator
Net income (loss) available to common stockholders, basic and diluted	$	1,389	$	(764)

Denominator (in thousands)
Weighted average common shares outstanding, basic	134,742		120,805
Effect of potentially dilutive securities
Warrants	9,560		—
Restricted stock units	380		—
Performance share units	49		—
Weighted average common shares outstanding, diluted	144,731		120,805

Earnings (loss) per common share:
Basic	$	10.31	$	(6.32)
Diluted	$	9.60	$	(6.32)

During the first three months of 2023, the diluted earnings per share calculation excludes the effect of 789,458 reserved shares of common stock and 1,489,337 reserved Class C Warrants related to the settlement of General Unsecured Claims associated with the Chapter 11 Cases, as all necessary conditions had not been met for such shares to be considered dilutive shares.

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

During the first three months of 2022, the diluted loss per share calculation excludes the effect of 1,228,828 reserved shares of common stock and 2,318,446 reserved Class C Warrants related to the settlement of General Unsecured Claims associated with the Chapter 11 Cases, as all necessary conditions had not been met for such shares to be considered dilutive shares. Additionally, as the first three months of 2022 had a net loss, the diluted loss per share calculation excludes the antidilutive effect, calculated using the treasury stock method, of 19,621,344 issuable shares related to warrants, 457,680 shares of restricted stock units, and 47,458 shares related to performance share units.


4.			Debt

Our long-term debt consisted of the following as of March 31, 2023 and December 31, 2022:


	March 31, 2023				December 31, 2022
	Carrying Amount		Fair Value(a)		Carrying Amount		Fair Value(a)
New Credit Facility	$	—	$	—	$	1,050	$	1,050
5.50% senior notes due 2026	500		492		500		485
5.875% senior notes due 2029	500		476		500		475
6.75% senior notes due 2029	950		948		950		917
Premiums on senior notes	97		—		100		—
Debt issuance costs	(7)		—		(7)		—
Total long-term debt, net	$	2,040	$	1,916	$	3,093	$	2,927

(a)The carrying value of borrowings under our New Credit Facility approximate fair value as the interest rates are based on prevailing market rates; therefore, they are a Level 1 fair value measurement. For all other debt, a market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value.

New Credit Facility. In December 2022, we entered into a senior secured reserve-based credit agreement (the “New Credit Agreement”) with the lenders and issuing banks party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), providing for a reserve-based credit facility (the “New Credit Facility”) with an initial borrowing base of $3.5 billion and aggregate commitments of $2.0 billion. The New Credit Facility matures in December 2027. The New Credit Facility provides for a $200 million sublimit available for the issuance of letters of credit and a $50 million sublimit available for swingline loans.

Initially, the obligations under the New Credit Facility are guaranteed by certain of Chesapeake’s subsidiaries (the “Guarantors”), and the New Credit Facility is secured by substantially all of the assets owned by the Company and the Guarantors (subject to customary exceptions), including mortgages on not less than 85% of the total PV-9 of the borrowing base properties evaluated in the most recent reserve report (where PV-9 is the net present value, discounted at 9% per annum, of the estimated future net revenues). The borrowing base will be redetermined semi-annually in or around April and October of each year, with one interim “wildcard” redetermination available to each of the Company and the Administrative Agent, the latter at the direction of the Required Lenders (as defined in the New Credit Agreement), between scheduled redeterminations. Our borrowing base was reaffirmed in April 2023, and the next scheduled redetermination will be in or around October 2023. The New Credit Agreement contains restrictive covenants that limit Chesapeake and its subsidiaries’ ability to, among other things but subject to exceptions customary to reserve-based credit facilities: (i) incur additional indebtedness, (ii) make investments, (iii) enter into mergers; (iv) make or declare dividends; (v) repurchase or redeem certain indebtedness; (vi) enter into certain hedges; (vii) incur liens; (viii) sell assets; and (ix) engage in certain transactions with affiliates. The New Credit Agreement requires Chesapeake to maintain compliance with the following financial ratios (“Financial Covenants”): (A) a current ratio, which is the ratio of Chesapeake’s and its restricted subsidiaries’ consolidated current assets (including unused commitments under the New Credit Facility but excluding certain non-cash assets) to their consolidated current liabilities (excluding the current portion of long-term debt and certain non-cash liabilities), of not less than 1.00 to 1.00; (B) a net leverage ratio, which is the ratio of total indebtedness (less unrestricted cash up to a specified threshold) to Consolidated EBITDAX (as defined in the Credit Agreement) for the

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

prior four fiscal quarters, of not greater than 3.50 to 1.00 and (C) a PV-9 coverage ratio of the net present value, discounted at 9% per annum, of the estimated future net revenues expected in the proved reserves to Chesapeake’s and its restricted subsidiaries’ total indebtedness of not less than 1.50 to 1.00 (“PV-9 Coverage Ratio”).

Borrowings under the New Credit Agreement may be alternate base rate loans or term SOFR loans, at our election. Interest is payable quarterly for alternate base rate loans and at the end of the applicable interest period for term SOFR loans. Term SOFR loans bear interest at term SOFR plus an applicable rate ranging from 175 to 275 basis points per annum, depending on the percentage of the commitments utilized, plus an additional 10 basis points per annum credit spread adjustment. Alternate base rate loans bear interest at a rate per annum equal to the greatest of: (i) the prime rate; (ii) the federal funds effective rate plus 50 basis points; and (iii) the adjusted term SOFR rate for a one-month interest period plus 100 basis points, plus an applicable margin ranging from 75 to 175 basis points per annum, depending on the percentage of the commitments utilized. Chesapeake also pays a commitment fee on unused commitment amounts under the Credit Facility ranging from 37.5 to 50 basis points per annum, depending on the percentage of the commitments utilized.

The New Credit Facility is subject to customary events of default, remedies, and cure rights for credit facilities of this nature.

Borrowings under the New Credit Facility bore interest, inclusive of related fees under the credit agreement, at an average interest rate of 7.4% during the first three months of 2023. The Company has no additional secured debt outstanding as of March 31, 2023.


5.			Contingencies and Commitments

Contingencies

Business Operations and Litigation and Regulatory Proceedings

We are involved in, and expect to continue to be involved in, various lawsuits and disputes incidental to our business operations, including commercial disputes, personal injury claims, royalty claims, property damage claims and contract actions.

Our total accrued liability in respect of litigation and regulatory proceedings is determined on a case-by-case basis and represents an estimate of probable losses after considering, among other factors, the progress of each case or proceeding, our experience and the experience of others in similar cases or proceedings, and the opinions and views of legal counsel. Significant judgment is required in making these estimates, and our final liabilities may ultimately be materially different.

The majority of the Company’s prepetition legal proceedings were settled during the Chapter 11 Cases or will be resolved in connection with the claims reconciliation process before the Bankruptcy Court, together with actions seeking to collect pre-petition indebtedness or to exercise control over the property of the Company’s bankruptcy estates. Any allowed claim related to such litigation will be treated in accordance with the Plan. The Plan in the Chapter 11 Cases, which became effective on February 9, 2021, provided for the treatment of claims against the Company’s bankruptcy estates, including pre-petition liabilities that had not been satisfied or addressed during the Chapter 11 Cases. Many of these proceedings were in early stages, and many of them sought damages and penalties, the amount of which is indeterminate.

Environmental Contingencies

The nature of the natural gas and oil business carries with it certain environmental risks for us and our subsidiaries. We have implemented various policies, programs, procedures, training and audits to reduce and mitigate such environmental risks. We conduct periodic reviews, on a company-wide basis, to assess changes in our environmental risk profile. Environmental reserves are established for environmental liabilities for which economic losses are probable and reasonably estimable. We manage our exposure to environmental liabilities in acquisitions by using an evaluation process that seeks to identify pre-existing contamination or compliance concerns and address the potential liability. Depending on the extent of an identified environmental concern, we may, among other things, exclude a property from the transaction, require the seller to remediate the property to our satisfaction in an acquisition or agree to assume liability for the remediation of the property.

Other Matters

Based on management’s current assessment, we are of the opinion that no pending or threatened lawsuit or dispute relating to our business operations is likely to have a material adverse effect on our future consolidated financial position, results of operations or cash flows. The final resolution of such matters could exceed amounts accrued, however, and actual results could differ materially from management’s estimates.

Commitments

Gathering, Processing and Transportation Agreements

We have contractual commitments with midstream service companies and pipeline carriers for future gathering, processing and transportation of natural gas, oil and NGL to move certain of our production to market. Working interest owners and royalty interest owners, where appropriate, will be responsible for their proportionate share of these costs. Commitments related to gathering, processing and transportation agreements are not recorded as obligations in the accompanying condensed consolidated balance sheets; however, they are reflected in our estimates of proved reserves.

The aggregate undiscounted commitments under our gathering, processing and transportation agreements, excluding any reimbursement from working interest and royalty interest owners, credits for third-party volumes or future costs under cost-of-service agreements, are presented below:


	March 31, 2023
Remainder of 2023	$	431
2024	558
2025	483
2026	444
2027	409
2028-2036	1,835
Total	$	4,160

In addition, we have long-term agreements for certain natural gas gathering and related services within specified acreage dedication areas in exchange for cost-of-service based fees redetermined annually, or tiered fees based on volumes delivered relative to scheduled volumes. Future gathering fees may vary with the applicable agreement.

Other Commitments

As part of our normal course of business, we enter into various agreements providing, or otherwise arranging for, financial or performance assurances to third parties on behalf of our wholly owned guarantor subsidiaries. These agreements may include future payment obligations or commitments regarding operational performance that effectively guarantee our subsidiaries’ future performance.

In connection with acquisitions and divestitures, our purchase and sale agreements generally provide indemnification to the counterparty for liabilities incurred as a result of a breach of a representation or warranty by the indemnifying party and/or other specified matters. These indemnifications generally have a discrete term and are intended to protect the parties against risks that are difficult to predict or cannot be quantified at the time of entering into or consummating a particular transaction. For divestitures of natural gas and oil properties, our purchase and sale agreements may require the return of a portion of the proceeds we receive as a result of uncured title or environmental defects.

While executing our strategic priorities, we have incurred certain cash charges, including contract termination charges, financing extinguishment costs and charges for unused natural gas transportation and gathering capacity.

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6.			Other Current Liabilities

Other current liabilities as of March 31, 2023 and December 31, 2022 are detailed below:


	March 31, 2023		December 31, 2022
Revenues and royalties due others	$	538	$	734
Accrued drilling and production costs	250		253
Accrued hedging costs	4		109
Accrued compensation and benefits	34		72
Other accrued taxes	70		84
Operating leases	85		86
Joint interest prepayments received	37		34
Current liabilities held for sale(a)	91		144
Other	93		111
Total other current liabilities	$	1,202	$	1,627

(a)Current liabilities held for sale are associated with the divestiture transactions related to our Eagle Ford assets. See Note 2 for additional information.


7.			Revenue

The following table shows revenue disaggregated by operating area and product type:


	Three Months Ended March 31, 2023
	Natural Gas		Oil		NGL		Total
Marcellus	$	617	$	—	$	—	$	617
Haynesville	402		—		—		402
Eagle Ford	23		373		38		434
Natural gas, oil and NGL revenue	$	1,042	$	373	$	38	$	1,453

Marketing revenue	$	328	$	287	$	37	$	652


	Three Months Ended March 31, 2022
	Natural Gas		Oil		NGL		Total
Marcellus	$	609	$	—	$	—	$	609
Haynesville	652		—		—		652
Eagle Ford	47		450		57		554
Powder River Basin	20		66		13		99
Natural gas, oil and NGL revenue	$	1,328	$	516	$	70	$	1,914

Marketing revenue	$	408	$	395	$	64	$	867

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Accounts Receivable

Our accounts receivable are primarily from purchasers of natural gas, oil and NGL and from exploration and production companies that own interests in properties we operate. This industry concentration could affect our overall exposure to credit risk, either positively or negatively, because our purchasers and joint working interest owners may be similarly affected by changes in economic, industry or other conditions. We monitor the creditworthiness of all our counterparties, and we generally require letters of credit or parent guarantees for receivables from parties deemed to have sub-standard credit, unless the credit risk can otherwise be mitigated. We utilize an allowance method in accounting for bad debt based on historical trends in addition to specifically identifying receivables that we believe may be uncollectible.

Accounts receivable as of March 31, 2023 and December 31, 2022 are detailed below:


	March 31, 2023		December 31, 2022
Natural gas, oil and NGL sales	$	592	$	1,171
Joint interest	260		246
Other	15		24
Allowance for doubtful accounts	(3)		(3)
Total accounts receivable, net	$	864	$	1,438


8.			Income Taxes

We estimate our annual effective tax rate (“AETR”) for continuing operations in recording our interim quarterly income tax provision for the various jurisdictions in which we operate. The tax effects of statutory rate changes, significant unusual or infrequently occurring items, and certain changes in the assessment of the realizability of deferred tax assets are excluded from the determination of our estimated AETR as such items are recognized as discrete items in the quarter in which they occur. Our estimated AETR during the first three months of 2023 was 22.5% as a result of projecting current and deferred federal and state income taxes and a partial valuation allowance against our anticipated net deferred asset position at December 31, 2023.

Our estimated AETR during the first three months of 2022 was 5.7% as a result of projecting current federal and state income taxes and maintaining a full valuation allowance against our net deferred asset position. Although we projected a current federal and state tax liability, a benefit was recorded during the first three months of 2022 due to the application of the AETR to the book net loss before income taxes during the first three months of 2022.

As of December 31, 2022, we were in a net deferred tax asset position and anticipate being in a net deferred tax asset position as of December 31, 2023. Based on all available positive and negative evidence, including projections of future taxable income, we believe it is more likely than not that some of our deferred tax assets will not be realized. As such, a partial valuation allowance was recorded against our net deferred tax asset position for federal and state purposes as of March 31, 2023 and December 31, 2022.

On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022, which includes provisions for a 15% corporate alternative minimum tax on book income for companies whose average book income exceeds $1 billion for any three consecutive years preceding the tax year and a 1% excise tax on stock buybacks. These changes are generally in effect for tax years beginning after December 31, 2022. We do not currently project that we will be subject to the alternative minimum tax on book income for the 2023 tax period, and the impact of the 1% excise tax was immaterial during the first three months of 2023.

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9.			Equity

Dividends

In May 2021, we initiated a new annual dividend on our shares of common stock, expected to be paid quarterly. During the first three months of 2023 and 2022, we made dividend payments of $175 million ($1.29 per share) and $210 million ($1.7675 per share), respectively.

On May 2, 2023, we declared a quarterly dividend payable of $1.18 per share, which will be paid on June 6, 2023 to stockholders of record at the close of business on May 18, 2023. The dividend consists of a base quarterly dividend in the amount of $0.55 per share and a variable quarterly dividend in the amount of $0.63 per share.

Share Repurchase Program

As of December 2, 2021, the Company was authorized to purchase up to $1.0 billion of the Company’s common stock and/or warrants under a share repurchase program. In June 2022, our Board of Directors authorized an expansion of the share repurchase program by $1.0 billion, bringing the total authorized share repurchase amount to $2.0 billion for stock and/or warrants. The share repurchase program will expire on December 31, 2023.

In March 2022, we commenced our share repurchase program. During the first three months of 2023, we repurchased 0.8 million shares of common stock for an aggregate price of $60 million, inclusive of shares for which cash settlement occurred in early April. During the first three months of 2022, we repurchased 1 million shares of common stock for an aggregate price of $83 million. The repurchased shares of common stock were retired and recorded as a reduction to common stock and retained earnings. All share repurchases made after January 1, 2023, are subject to a 1% excise tax on share repurchases, as enacted under the Inflation Reduction Act of 2022. We are able to net this 1% excise tax on share repurchases against the issuance of shares of our common stock. The impact of this 1% excise tax was immaterial during the first three months of 2023.

Warrants


	Class A Warrants	Class B Warrants	Class C Warrants(a)
Outstanding as of December 31, 2022	4,495,004	4,404,564	4,006,229
Converted into New Common Stock(b)	(3,000)	(1,000)	(170)

Outstanding as of March 31, 2023	4,492,004	4,403,564	4,006,059

(a)As of March 31, 2023, we had 1,489,337 of reserved Class C Warrants.

(b)During the first three months of 2023, we issued 4,654 shares of New Common Stock as a result of Warrant exercises.


10.			Share-Based Compensation

On the Effective Date, the Board of Directors adopted the 2021 Long-Term Incentive Plan (the “LTIP”) with a share reserve equal to 6,800,000 shares of New Common Stock. The LTIP provides for the grant of RSUs, restricted stock awards, stock options, stock appreciation rights, performance awards and other stock awards to the Company’s employees and non-employee directors.

Restricted Stock Units. During the first three months of 2023, we granted RSUs to employees and non-employee directors under the LTIP, which will vest over a three-year period. The fair value of RSUs is based on the closing sales price of our common stock on the date of grant, and compensation expense is recognized ratably over the requisite service period. A summary of the changes in unvested RSUs is presented below:

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	Unvested Restricted Stock Units	Weighted Average Grant Date Fair Value Per Share
	(in thousands)
Unvested as of December 31, 2022	957	$	68.91
Granted	414	$	71.66
Vested	(137)	$	74.36
Forfeited	(12)	$	59.85
Unvested as of March 31, 2023	1,222	$	69.31

The aggregate intrinsic value of RSUs that vested during the first three months of 2023 was approximately $10 million based on the stock price at the time of vesting.

As of March 31, 2023, there was approximately $73 million of total unrecognized compensation expense related to unvested RSUs. The expense is expected to be recognized over a weighted average period of approximately 2.72 years.

Performance Share Units. During the first three months of 2023, we granted PSUs to senior management under the LTIP, which will generally vest over a three-year period and will be settled in shares. The performance criteria include total shareholder return (“TSR”) and relative TSR (“rTSR”) and could result in a total payout between 0% - 200% of the target units. The fair value of the PSUs was measured on the grant date using a Monte Carlo simulation, and compensation expense is recognized ratably over the requisite service period because these awards depend on a combination of service and market criteria.

The following table presents the assumptions used in the valuation of the PSUs granted in 2023.


Assumption	TSR, rTSR
Risk-free interest rate	3.85	%
Volatility	64.4	%

A summary of the changes in unvested PSUs is presented below:


	Unvested Performance Share Units	Weighted Average Grant Date Fair Value Per Share
	(in thousands)
Unvested as of December 31, 2022	276	$	88.28
Granted	131	$	78.78
Vested	—	$	—
Forfeited	—	$	—
Unvested as of March 31, 2023	407	$	85.23

As of March 31, 2023, there was approximately $23 million of total unrecognized compensation expense related to unvested PSUs. The expense is expected to be recognized over a weighted average period of approximately 2.26 years.

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RSU and PSU Compensation.

We recognized the following compensation costs, net of actual forfeitures, related to RSUs and PSUs for the periods presented:


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
General and administrative expenses	$	6	$	3
Natural gas and oil properties	1		1
Production expense	1		—
Total RSU and PSU compensation	$	8	$	4
Related income tax benefit	$	1	$	—


11.			Derivative and Hedging Activities

We use derivative instruments to reduce our exposure to fluctuations in future commodity prices and to protect our expected operating cash flow against significant market movements or volatility. These commodity derivative financial instruments include financial price swaps, basis protection swaps, collars, three-way collars and options. All of our natural gas and oil derivative instruments are net settled based on the difference between the fixed-price payment and the floating-price payment, resulting in a net amount due to or from the counterparty. We do not intend to hold or issue derivative financial instruments for speculative trading purposes and have elected not to designate any of our derivative instruments for hedge accounting treatment.

As of December 31, 2022, approximately $65 million of derivative liabilities (notional volume of 9.6 bcf of natural gas and notional volume of 4.8 mmbbls of oil) were classified as liabilities held for sale. These derivative instruments were novated to WildFire Energy I LLC upon completion of the sale of a portion of our Eagle Ford assets on March 20, 2023. See Note 2 for more details.

The estimated fair values of our natural gas and oil derivative instrument assets (liabilities) as of March 31, 2023 and December 31, 2022 are provided below:


	March 31, 2023			December 31, 2022
	Notional Volume	Fair Value		Notional Volume	Fair Value
Natural gas (Bcf):
Fixed-price swaps	369	$	(2)	382	$	(494)
Collars	706	571		721	49
Three-way collars	3	1		4	(2)
Call options	—	—		18	(22)
Basis protection swaps	624	(62)		652	(32)
Total natural gas	1,702	508		1,777	(501)
Oil (MMBbls):
Fixed-price swaps	—	—		1	(32)
Collars	2	10		2	7
Basis protection swaps	4	1		6	1
Total oil	6	11		9	(24)
Total estimated fair value		$	519		$	(525)

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The following table presents the fair value and location of each classification of derivative instrument included in the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 on a gross basis and after same-counterparty netting:


	Gross Fair Value(a)		Amounts Netted in the Condensed Consolidated Balance Sheets		Net Fair Value Presented in the Condensed Consolidated Balance Sheets

As of March 31, 2023
Commodity Contracts:
Short-term derivative asset	$	602	$	(138)	$	464
Long-term derivative asset	178		(56)		122
Short-term derivative liability	(163)		138		(25)
Long-term derivative liability	(98)		56		(42)
Total derivatives	$	519	$	—	$	519

As of December 31, 2022
Commodity Contracts:
Short-term derivative asset	$	200	$	(166)	$	34
Long-term derivative asset	87		(40)		47
Short-term derivative liability	(598)		166		(432)
Long-term derivative liability	(214)		40		(174)
Total derivatives	$	(525)	$	—	$	(525)

(a)These financial assets (liabilities) are measured at fair value on a recurring basis utilizing significant other observable inputs; see further discussion on fair value measurements below.

Fair Value

The fair value of our derivatives is based on third-party pricing models, which utilize inputs that are either readily available in the public market, such as natural gas, oil and NGL forward curves and discount rates, or can be corroborated from active markets or broker quotes, and, as such, are classified as Level 2. These values are compared to the values given by our counterparties for reasonableness. Derivatives are also subject to the risk that either party to a contract will be unable to meet its obligations. We factor non-performance risk into the valuation of our derivatives using current published credit default swap rates. To date, this has not had a material impact on the values of our derivatives.

Credit Risk Considerations

Our derivative instruments expose us to our counterparties’ credit risk. To mitigate this risk, we enter into derivative contracts only with counterparties that are highly rated or deemed by us to have acceptable credit strength and deemed by management to be competent and competitive market-makers, and we attempt to limit our exposure to non-performance by any single counterparty. As of March 31, 2023, our natural gas and oil derivative instruments were spread among 12 counterparties.

Hedging Arrangements

Certain of our hedging arrangements are with counterparties that were also lenders (or affiliates of lenders) under our New Credit Facility. The contracts entered into with these counterparties are secured by the same collateral that secures the New Credit Facility. The counterparties’ obligations must be secured by cash or letters of credit to the extent that any mark-to-market amounts owed to us exceed defined thresholds. As of March 31, 2023, we did not have any cash or letters of credit posted as collateral for our commodity derivatives.

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12.			Investments

Momentum Sustainable Ventures LLC. During the fourth quarter of 2022, Chesapeake entered into an agreement with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture and sequestration project (“CCUS”), which will gather natural gas produced in the Haynesville Shale for re-delivery to Gulf Coast markets, including LNG export. The pipeline is expected to have an initial capacity of 1.7 Bcf/d expandable to 2.2 Bcf/d. The carbon capture portion of the project anticipates capturing and permanently sequestering up to 2.0 million tons per annum of CO2. The natural gas gathering pipeline in-service is projected for the fourth quarter of 2024, and the carbon sequestration portion of the project is subject to regulatory approvals. We have a 35% interest in the project and have approximately $290 million remaining in our commitment to the project through the end of 2024. We have accounted for this investment as an equity method investment, and its carrying value as of March 31, 2023 and December 31, 2022 was $56 million and $18 million, respectively.

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