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Chesapeake Energy Corporation Reports Financial and Operational Results for the 2012 Third Quarter

01.11.2012  |  Business Wire

Company Reports 2012 Third Quarter Net Loss to Common Stockholders
of $2.1 Billion, or $3.19 per Fully Diluted Common Share, on Revenue of
$3.0 Billion; Company Reports Adjusted Net Income Available to Common
Stockholders of $33 Million, or $0.10 per Fully Diluted Common Share,
Adjusted Ebitda of $1.0 Billion and Operating Cash Flow of $1.1 Billion;
Adjusted Ebitda Increases 27% Sequentially and Operating Cash Flow
Increases 25% Sequentially

2012 Third Quarter Average Daily Production Increases 24% Year
over Year and 9% Sequentially to 4.142 Bcfe; Average Daily Liquids
Production Increases 51% Year over Year and 10% Sequentially to 143,000
Bbls, or 21% of Total Production; Average Daily Oil Production Increases
96% Year over Year and 21% Sequentially to 97,800 Bbls


Chesapeake Energy Corporation (NYSE:CHK) today announced financial and
operational results for the 2012 third quarter. For the 2012 third
quarter, Chesapeake reported a net loss to common stockholders of $2.055
billion ($3.19 per fully diluted common share), ebitda of negative
$2.367 billion (defined as net income (loss) before income taxes,
interest expense and depreciation, depletion and amortization) and
operating cash flow of $1.118 billion (defined as cash flow from
operating activities before changes in assets and liabilities) on
revenue of $2.970 billion and production of 381 billion cubic feet of
natural gas equivalent (bcfe).


The company′s 2012 third quarter results include various items that are
typically not included in published estimates of the company′s financial
results by certain securities analysts. Excluding such items for the
2012 third quarter, Chesapeake reported adjusted net income to common
stockholders of $33 million ($0.10 per fully diluted common share) and
adjusted ebitda of $1.021 billion. The primary excluded items from the
2012 third quarter reported results are the following:


A reconciliation of operating cash flow, ebitda, adjusted ebitda and
adjusted net income to comparable financial measures calculated in
accordance with generally accepted accounting principles is presented on
pages 19 ? 22 of this release.

Key Operational and Financial Statistics Summarized


The table below summarizes Chesapeake′s key results during the 2012
third quarter and compares them to results during the 2012 second
quarter and the 2011 third quarter.


 ?
Three Months Ended
9/30/12
 ?
6/30/12
 ?
9/30/11

Average daily production (in mmcfe)(a)

4,142

3,808

3,329

Natural gas equivalent production (in bcfe)

381

347

306

Natural gas equivalent realized price ($/mcfe)(b)

4.04

3.77

5.78

Oil production (in mbbls)

8,996

7,325

4,589

Average realized oil price ($/bbl)(b)

90.79

91.58

82.47

Oil as % of total production

14

13

9

NGL production (in mbbls)

4,130

4,525

4,080

Average realized NGL price ($/bbl)(b)

31.22

25.94

41.16

NGL as % of total production

7

8

8

Liquids as % of realized revenue(c)

61

60

31

Liquids as % of unhedged revenue(c)

63

70

40

Natural gas production (in bcf)

302

275

254

Average realized natural gas price ($/mcf)(b)

1.97

1.88

4.82

Natural gas as % of total production

79

79

83

Natural gas as % of realized revenue

39

40

69

Natural gas as % of unhedged revenue

37

30

60

Marketing, gathering and compression net margin ($/mcfe)(d)

0.11

0.05

0.10

Oilfield services net margin ($/mcfe)(d)

0.09

0.14

0.11

Production expenses ($/mcfe)

(0.84

)

(0.97

)

(0.92

)

Production taxes ($/mcfe)

(0.14

)

(0.12

)

(0.16

)

General and administrative costs ($/mcfe)(e)

(0.34

)

(0.39

)

(0.41

)

Stock-based compensation ($/mcfe)

(0.05

)

(0.06

)

(0.08

)

DD&A of natural gas and liquids properties ($/mcfe)(f)

(2.00

)

(1.70

)

(1.38

)

D&A of other assets ($/mcfe)(g)

(0.17

)

(0.24

)

(0.24

)

Interest expense ($/mcfe)(b)

(0.10

)

(0.06

)

(0.01

)

Operating cash flow ($ in millions)(h)

1,118

895

1,409

Operating cash flow ($/mcfe)

2.93

2.58

4.60

Adjusted ebitda ($ in millions)(i)

1,021

803

1,385

Adjusted ebitda ($/mcfe)

2.68

2.32

4.52

Net income (loss) to common stockholders ($ in millions)

(2,055

)

929

879

Earnings (loss) per share ? diluted ($)

(3.19

)

1.29

1.23

Adjusted net income to common stockholders ($ in millions)(j)

33

3

496

Adjusted earnings per share ? diluted ($)

0.10

0.06

0.72

 ?


See footnotes on the following page


(a) Includes the effect of VPP #10 sale in March 2012 (which had an
average production loss impact of approximately 100 mmcfe and 115 mmcfe
per day in the 2012 third and second quarters, respectively). Also
includes the effect of net natural gas production curtailments of
approximately 30 bcf in the 2012 second quarter, or an average of
approximately 330 mmcf per day.


(b) Includes the effects of realized gains (losses) from hedging, but
excludes the effects of unrealized gains (losses) from hedging.


(c) 'Liquids? includes both oil and NGL.


(d) Includes revenue and operating costs and excludes depreciation and
amortization of other assets.


(e) Excludes expenses associated with noncash stock-based compensation.


(f) Increase from 2012 second quarter due to an increase in the
amortizable base resulting from leasehold impairments and expirations in
addition to a further decrease in estimated proved reserves resulting
from lower natural gas prices.


(g) Decrease from 2012 second quarter due to approximately $2.4 billion
of fixed assets held for sale throughout the 2012 third quarter. Assets
classified as held for sale are not subject to depreciation.


(h) Defined as cash flow provided by operating activities before changes
in assets and liabilities.


(i) Defined as net income (loss) before income taxes, interest expense,
and depreciation, depletion and amortization expense, as adjusted to
remove the effects of certain items detailed on page 21.


(j) Defined as net income (loss) available to common stockholders, as
adjusted to remove the effects of certain items detailed on page 22.

2012 Third Quarter Average Daily Production Increases 24% Year over
Year and 9% Sequentially to 4.142 Bcfe; Average Daily Liquids Production
Increases 51% Year over Year and 10% Sequentially to 143,000 Bbls, or
21% of Total Production; Average Daily Oil Production Increases 96% Year
over Year and 21% Sequentially to 97,800 Bbls


Chesapeake′s daily production for the 2012 third quarter averaged 4.142
bcfe, an increase of 24% from the average 3.329 bcfe produced per day in
the 2011 third quarter and an increase of 9% from the average 3.808 bcfe
produced per day in the 2012 second quarter. Chesapeake′s average daily
production of 4.142 bcfe for the 2012 third quarter consisted of
approximately 3.286 billion cubic feet (bcf) of natural gas (79% on a
natural gas equivalent basis) and approximately 142,675 barrels (bbls)
of liquids, consisting of approximately 97,785 bbls of oil (14% on a
natural gas equivalent basis) and approximately 44,890 bbls of NGL (7%
on a natural gas equivalent basis) (oil and NGL collectively referred to
as 'liquids?).


For the 2012 third quarter, the company′s year-over-year growth rate of
natural gas production was 19%, or approximately 523 million cubic feet
(mmcf) per day, and its year-over-year growth rate of liquids production
was 51%, or approximately 48,450 bbls per day. Chesapeake′s
year-over-year liquids production growth consisted of oil production
growth of 96%, or approximately 47,900 bbls per day, and NGL production
growth of 1%, or approximately 550 bbls per day. NGL production for the
2012 third quarter was reduced by approximately 467,000 bbls, or 5,075
bbls per day, due to the company′s election in certain basins to reject
rather than process ethane, which was additive to natural gas production.


As a result of redirecting its drilling program from dry gas plays to
liquids-rich plays, Chesapeake is projecting its natural gas production
to decline approximately 7% in 2013 and is projecting its liquids
production to increase approximately 29% in 2013. Management and the
board of directors continue to review operational plans for 2013 and
beyond, which could result in changes to the company′s drilling activity
and projected production levels in 2013.

Average Realized Prices and Hedging Results and Positions Detailed


Average prices realized during the 2012 third quarter (including
realized gains or losses from natural gas, oil and NGL derivatives and
excluding unrealized gains or losses on such derivatives) were $1.97 per
thousand cubic feet (mcf) of natural gas, $90.79 per bbl of oil and
$31.22 per bbl of NGL, for a realized natural gas equivalent price of
$4.04 per thousand cubic feet of natural gas equivalent (mcfe). Realized
gains from natural gas, oil and NGL hedging activities during the 2012
third quarter generated a $0.17 gain per mcf of natural gas, a $2.72
gain per bbl of oil and a negligible loss per bbl of NGL for a 2012
third quarter realized hedging gain of $77 million, or $0.20 per mcfe.


By comparison, average prices realized during the 2011 third quarter
(including realized gains or losses from natural gas, oil and NGL
derivatives and excluding unrealized gains or losses on such
derivatives) were $4.82 per mcf of natural gas, $82.47 per bbl of oil
and $41.16 per bbl of NGL, for a realized natural gas equivalent price
of $5.78 per mcfe. Realized gains from natural gas, oil and NGL hedging
activities during the 2011 third quarter generated a $1.43 gain per mcf
of natural gas, a $1.71 loss per bbl of oil and a $2.88 loss per bbl of
NGL for a 2011 third quarter realized hedging gain of $344 million, or
$1.12 per mcfe. The company′s realized cash hedging gains since January
1, 2006, have been $8.8 billion, or $1.39 per mcfe.


The following table summarizes Chesapeake′s 2012 and 2013 open natural
gas and oil swap positions as of November 1, 2012. Depending on changes
in natural gas and oil futures markets and management′s view of
underlying supply and demand trends, Chesapeake may increase or decrease
some or all of its hedging positions at any time in the future without
notice.


 ?
Natural Gas
 ?

 ?

 ?
Oil
Year

% of Forecasted

Production


 ?

 ?

NYMEX

Natural Gas

% of Forecasted

Production


 ?

 ?

NYMEX

Oil WTI


4Q 2012

76%

$3.06

76%

$99.14


2013


?

?

69%


$96.01


 ?


Details of the company′s quarter-end hedging positions will be provided
in the company′s Form 10-Q filing with the Securities and Exchange
Commission (SEC), and current positions are disclosed in summary format
in management′s Outlook dated November 1, 2012, which is attached to
this release as Schedule 'A,? beginning on page 24. The Outlook has been
updated from the Outlook dated August 6, 2012, attached as Schedule 'B,?
which begins on page 27, to reflect various updated information.
Management and the board of directors are currently reviewing
operational plans for 2013 and beyond, which could result in changes to
the Outlook attached as Schedule 'A.?

During 2012 First Three Quarters, Company Adds New Net Proved
Reserves of 3.9 Tcfe through the Drillbit; Total Proved Reserves
Decrease 14% to 16.2 Tcfe, or 2.7 Bboe, Due to Downward Price-Related
Revisions and Net Divestitures


The company's September 30, 2012, proved reserves were 16.2 trillion
cubic feet of natural gas equivalent (tcfe), or 2.7 billion barrels of
oil equivalent (bboe), a 14% decrease from year-end 2011. Chesapeake
added 3.9 tcfe, or 650 million barrels of oil equivalent (mmboe), of new
proved reserves (net of 596 bcfe of non-price related revisions) through
the drillbit at a drilling and completion cost of $1.92 per mcfe, or
$11.52 per barrel of oil equivalent (boe) during the first three
quarters of 2012. Primarily as a result of lower U.S. natural gas
prices, the company also recorded downward revisions of 4.9 tcfe, or 810
mmboe, during the first three quarters of 2012, largely associated with
the removal of proved undeveloped reserves (PUDs) in the company′s
Barnett and Haynesville Shale plays. Additionally, during this period,
Chesapeake recorded net divestitures of 507 bcfe, or 85 mmboe.


The following table presents Chesapeake′s September 30, 2012 proved
reserves, estimated future net cash flows from proved reserves
(discounted at an annual rate of 10% before income taxes (PV-10)) and
proved developed percentage, each calculated based on the trailing
12-month average price required under SEC rules and the 10-year average
NYMEX strip prices as of September 30, 2012. Additional information
regarding the SEC case can be found on page 16.

Pricing Method
 ?

Natural Gas

Price

($/mcf)


 ?

 ?


 ?

Oil Price

($/bbl)


 ?

 ?
Proved

Reserves

(tcfe)


 ?

 ?

PV-10

(billions)


 ?

 ?
Proved

Developed

Percentage


Trailing 12-month avg (SEC)(a)

 ?

$2.83

 ?

 ?

$95.05

 ?

 ?

16.2

 ?

 ?

$18.5

 ?

 ?

59%

9/30/12 10-year avg NYMEX strip(b)

$4.80

$88.58

22.2

$29.5

52%

 ?


a) Reserve volumes estimated using SEC reserve recognition standards and
pricing assumptions based on the trailing 12-month average
first-day-of-the-month prices as of September 30, 2012. This pricing
yields estimated proved reserves for SEC reporting purposes.


b) Natural gas and oil volumes estimated under the 10-year average NYMEX
strip reflect an alternative pricing scenario that illustrates the
sensitivity of proved reserves to a different pricing assumption.
Futures prices represent an unbiased consensus estimate by market
participants about the likely prices to be received for future
production. Management believes that 10-year average NYMEX strip prices
provide a better indicator of the likely economic producibility of the
company′s proved reserves than the historical 12-month average price.

Company Achieves Strong Operational Results in its Liquids-Rich Plays
with Daily Liquids Production Increasing 51% Year over Year and 10%
Sequentially, Led by 410% Year-over-Year and 43% Sequential Liquids
Production Growth in its Eagle Ford Shale Play; Oil Production Comprised
69% of Total Liquids Production in the 2012 Third Quarter and Increased
96% Year over Year and 21% Sequentially


Since 2000, Chesapeake has built a leading position in 10 of what it
believes are the Top 15 unconventional plays in the U.S. ? the Eagle
Ford Shale in South Texas; the Marcellus Shale in Pennsylvania and West
Virginia; the Utica Shale in Ohio, West Virginia and Pennsylvania; the
Granite Wash, Cleveland, Tonkawa and Mississippi Lime plays in the
Anadarko Basin in Oklahoma and the Texas Panhandle; the
Haynesville/Bossier shales in western Louisiana and East Texas; the
Barnett Shale in North Texas; and the Niobrara Shale in the Powder River
Basin in Wyoming. These 10 plays represent Chesapeake′s core assets and
will be the nearly exclusive focus of the company′s future drilling
efforts.


During the past four years, Chesapeake has substantially shifted its
drilling and completion activity to liquids-rich plays in response to
strong U.S. oil and NGL prices and relatively weak U.S. natural gas
prices. During 2012 and 2013, the company projects that approximately
85% and 88%, respectively, of its total drilling and completion capital
expenditures will be invested in liquids-rich plays.


The company continues to achieve strong operational results in its
liquids-rich plays, as highlighted below:

Eagle Ford Shale (South Texas):Chesapeake′s activities on its approximately 490,000 net acres of
leasehold in the Eagle Ford Shale in South Texas continue to drive
strong results, yielding net production of 52,200 boe per day (120,500
gross operated boe per day) for the 2012 third quarter. This represents
an increase of 371% year over year and 44% sequentially, which included
an increase in oil production of 462% year over year and 48%
sequentially. Approximately 68% of total Eagle Ford production during
the 2012 third quarter was oil, 14% was NGL and 18% was natural gas.


As of September 30, 2012, Chesapeake had 441 gross company operated
producing wells in the Eagle Ford play, which included 124 wells that
reached first production in the 2012 third quarter, compared to 121 in
the 2012 second quarter and 40 in the 2011 third quarter. Also, as of
September 30, 2012, Chesapeake had approximately 233 Eagle Ford wells
drilled, but not yet producing, that were in various stages of
completion and/or waiting on pipeline connection. Recent efficiency
gains in drilling cycle times will allow the company to achieve its
targeted well count goal utilizing fewer rigs than would have been
required in 2010-12. The company is currently operating 23 rigs in the
play, down from a peak of 34 rigs in April 2012 and plans to exit the
year at 22 rigs. The company is currently on pace to have essentially
all of its core and Tier 1 Eagle Ford acreage held by production by the
2013 fourth quarter.


Of the 124 wells which commenced first production in the 2012 third
quarter, 115 wells (or 93%) had peak production rates of more than 500
boe per day, including 43 wells (or 35%) with peak rates of more than
1,000 boe per day, continuing a trend of steady operational improvement
during the past year. Three notable recent wells completed by Chesapeake
in the Eagle Ford during the quarter are as follows:


As part of its 'core of the core? strategy, Chesapeake is currently
pursuing the sale of a portion of its existing leasehold and producing
assets outside its current core development area in the Eagle Ford play.

Utica Shale (eastern Ohio):
Chesapeake continues to focus on developing the core wet gas window of
the Utica Shale in eastern Ohio, a play in which the company holds
approximately 1.3 million net acres of leasehold, the industry′s largest
position. As of September 30, 2012, Chesapeake has drilled a total of
134 wells in the Utica play, which include 32 producing wells and 37
additional wells waiting on pipeline connection, with the other 65 wells
in various stages of completion. Chesapeake is currently operating 13
rigs in the Utica play. Production from the Utica play is growing only
moderately at this time because of the time and capital needed to build
out gas processing and pipeline takeaway infrastructure. The company
expects a much larger contribution to production growth from the Utica
in 2013 and beyond as midstream constraints are reduced.


Three notable recent wells completed by Chesapeake in the Utica during
the quarter are as follows:


In December 2011, Chesapeake entered into a joint venture with Total to
develop a portion of the Utica play. As of September 30, 2012, the
company′s remaining drilling carry from Total was approximately $1.25
billion. Chesapeake anticipates using 100% of the remaining carry by
year-end 2014, and the carry will pay for 60% of Chesapeake′s drilling
costs during that time.

Marcellus Shale (Pennsylvania, West Virginia):With approximately 1.8 million net acres, Chesapeake is the
industry′s largest leasehold owner in the Marcellus Shale play, which
spans from northern West Virginia across much of Pennsylvania into
southern New York.


During the 2012 third quarter, Chesapeake′s average daily net production
in the northern dry gas portion of the Marcellus play was 540 mmcfe per
day (1,229 gross operated mmcfe per day), an increase of 159% year over
year and 9% sequentially. Chesapeake has reduced its operated rig count
to five rigs in the northern dry gas portion of the Marcellus and
anticipates maintaining that level of activity for the remainder of 2012.


Three notable recent wells completed by Chesapeake in the northern dry
gas portion of the Marcellus during the quarter are as follows:


During the 2012 third quarter, Chesapeake′s average daily net production
in the southern wet gas portion of the play was approximately 125 mmcfe
per day (206 gross operated mmcfe per day). Chesapeake is currently
drilling with three operated rigs in the southern wet gas portion of the
Marcellus and anticipates maintaining that level of activity for the
remainder of 2012.


Three notable recent wells completed by Chesapeake in the southern wet
gas portion of the Marcellus during the quarter are as follows:

Mississippi Lime (northern Oklahoma, southern
Kansas)
: Chesapeake′s approximate 2.0 million net
acres of leasehold is the industry′s largest position in the Mississippi
Lime play in northern Oklahoma and southern Kansas. Production for the
2012 third quarter averaged approximately 25,000 boe per day (30,100
gross operated boe per day), up 211% year over year and 25%
sequentially. Approximately 41% of total Mississippi Lime production
during the 2012 third quarter was oil, 10% was NGL and 49% was natural
gas. As of September 30, 2012, Chesapeake had 227 producing wells in the
Mississippi Lime play, which included 73 wells that reached first
production in the 2012 third quarter, compared to 49 in the 2012 second
quarter and 11 in the 2011 third quarter. Also, as of September 30,
2012, Chesapeake had approximately 55 wells drilled, but not yet
producing, that were in various stages of completion and/or waiting on
pipeline connection. Chesapeake is currently operating nine rigs in the
Mississippi Lime play.


Three notable recent wells completed by Chesapeake in the Mississippi
Lime during the quarter are as follows:


Chesapeake continues to pursue a joint venture and/or sale of a portion
of its Mississippi Lime leasehold and expects to announce a transaction
by year-end 2012.

Cleveland and Tonkawa Tight Sand (western
Oklahoma, Texas Panhandle)
:Chesapeake owns
approximately 520,000 net acres of leasehold in the Cleveland play and
285,000 net acres in the Tonkawa play in western Oklahoma and the Texas
Panhandle, which it believes is the industry′s largest position in the
combined plays. Production from both plays for the 2012 third quarter
averaged 24,100 boe per day (31,700 gross operated boe per day), up 75%
year over year and 13% sequentially. Approximately 45% of total
Cleveland and Tonkawa production during the quarter was oil, 17% was NGL
and 38% was natural gas. The company is currently operating 12 rigs in
the two plays.


Three notable wells completed by Chesapeake in the Cleveland Sand during
the quarter are as follows:


Three notable wells completed by Chesapeake in the Tonkawa Sand during
the quarter are as follows:

Granite Wash and Hogshooter Tight Sand (western
Oklahoma, Texas Panhandle)
:Chesapeake owns
approximately 190,000 net acres of leasehold in the Granite Wash play
and 30,000 net acres in the Hogshooter play in western Oklahoma and the
Texas Panhandle, which it believes is the industry′s largest position in
the combined plays. Production for the 2012 third quarter averaged
47,750 boe per day (95,800 gross operated boe per day), up 2%
sequentially. Approximately 28% of total Granite Wash and Hogshooter
production during the quarter was oil, 22% was NGL and 50% was natural
gas. The company is currently operating 10 rigs in the two plays.


Three notable wells completed by Chesapeake in the Granite Wash during
the quarter are as follows:


Three notable wells completed by Chesapeake in the Hogshooter during the
quarter are as follows:

Powder River Basin Niobrara (Wyoming):
Chesapeake owns approximately 340,000 net acres in the Powder River
Basin Niobrara play in Wyoming. The company has drilled 55 horizontal
wells in the play to date, and results continue to improve steadily with
an increasing focus on a recently identified liquids-rich core area that
has much higher pressures and hydrocarbons in place than in other
portions of the play. Chesapeake believes it has the ability to drill
more than 1,000 wells in this core area in the years to come. Chesapeake
is currently operating nine rigs in the play and plans to exit 2012 with
10 operated rigs. Production from the Powder River Basin Niobrara play
is just beginning to ramp up because of the time and capital needed to
build out gas processing and pipeline takeaway infrastructure. The
company expects a much larger contribution to production growth from the
Niobrara in 2013 and beyond as midstream constraints are reduced.


Three notable recent wells completed by Chesapeake in the Powder River
Basin Niobrara during the quarter are as follows:


In February 2011, Chesapeake entered into a joint venture with CNOOC to
develop the Niobrara play. As of September 30, 2012, the company′s
remaining drilling carry from CNOOC was approximately $480 million.
Chesapeake anticipates using 100% of the remaining carry by year-end
2014, and the carry will pay for 67% of Chesapeake′s drilling costs
during that time.

Management Comments


Aubrey K. McClendon, Chesapeake′s Chief Executive Officer, said, 'We are
pleased to report our liquids production continues its impressive
growth, led by a 96% year-over-year and 21% sequential increase in our
oil production. Three years ago when Chesapeake was producing only
33,000 bbls per day of liquids, we embarked on a strategy to transform
our asset base from one focused almost exclusively on natural gas to one
that would provide more balance between liquids and natural gas
production and that would likely also lead to higher returns on capital.
Our current liquids production now exceeds 140,000 bbls per day, even
after excluding 21,000 bbls per day recently sold in the Permian
transactions. We believe the company remains on target to reach our goal
of 250,000 bbls per day of net liquids production in 2015.


'I am also pleased to see our 2012 third quarter adjusted ebitda and
operating cash flow increase 27% and 25% sequentially, respectively.
Improving natural gas market fundamentals, combined with our increasing
liquids production, the completion of our 2012-13 asset sales program
and our long-term debt reduction to below $9.5 billion, should enable
Chesapeake to continue making significant financial progress in the 2012
fourth quarter and in 2013 as well.?

2012 Third Quarter Financial and Operational Results Conference Call
Information


A conference call to discuss this release has been scheduled for Friday,
November 2, 2012 at 9:00 am EDT. The telephone number to access the
conference call is 913-312-0381 or toll-free 888-778-8907.
The passcode for the call is 8299445. We encourage those who
would like to participate in the call to place calls between 8:50 and
9:00 am EDT. For those unable to participate in the conference call, a
replay will be available for audio playback at 1:00 pm EDT on Friday,
November 2, 2012 and will run through midnight Friday, November 16,
2012. The number to access the conference call replay is 719-457-0820
or toll-free 888-203-1112. The passcode for the replay is 8299445.
The conference call will also be webcast live on Chesapeake′s website at www.chk.com
in the 'Events? subsection of the 'Investors? section of the company′s
website. The webcast of the conference will be available on the
company′s website for one year.

This news release and the accompanying Outlooks include
'forward-looking statements? within the meaning of Section ?27A of the
Securities Act of 1933 and Section ?21E of the Securities Exchange Act of
1934.
Forward-looking statements are statements other than
statements of historical fact that give our current expectations or
forecasts of future events.
They include estimates of natural gas
and oil reserves, projected production, estimates of operating costs,
planned development drilling and use of joint venture drilling carries,
effects of anticipated asset sales, projected cash flow and liquidity,
business strategy and other plans and objectives for future operations.
Disclosures concerning the estimated contribution of derivative
contracts to our future results of operations are based upon market
information as of a specific date.
These market prices are
subject to significant volatility.
We caution you not to place
undue reliance on our forward-looking statements, which speak only as of
the date of this news release, and we undertake no obligation to update
this information.

Factors that could cause actual results to differ materially from
expected results are described under 'Risk Factors? in Item 1A of our
2011 annual report on Form 10-K filed with the U.S. Securities and
Exchange Commission on February ?29, 2012.
These risk factors
include the volatility of natural gas and oil prices; the limitations
our level of indebtedness may have on our financial flexibility;
declines in the values of our natural gas and oil properties resulting
in ceiling test write-downs; the availability of capital on an economic
basis, including through planned asset sales, to fund reserve
replacement costs; our ability to replace reserves and sustain
production; uncertainties inherent in estimating quantities of natural
gas and oil reserves and projecting future rates of production and the
amount and timing of development expenditures; inability to generate
profits or achieve targeted results in drilling and well operations;
leasehold terms expiring before production can be established; hedging
activities resulting in lower prices realized on natural gas and oil
sales; the need to secure hedging liabilities and the inability of
hedging counterparties to satisfy their obligations; drilling and
operating risks, including potential environmental liabilities;
legislative and regulatory changes adversely affecting our industry and
our business, including initiatives related to hydraulic fracturing;
general economic conditions negatively impacting us and our business
counterparties; oilfield services shortages and transportation capacity
constraints and interruptions that could adversely affect our cash flow;
and losses possible from pending or future litigation.
We do not
have binding agreements for all of our planned 2012 asset sales. Our
ability to consummate each of these transactions is subject to changes
in market conditions and other factors. If one or more of the
transactions is not completed in the anticipated time frame or at all or
for less proceeds than anticipated, our ability to fund budgeted capital
expenditures, reduce our indebtedness as planned and maintain our
compliance with bank revolving credit agreement covenants could be
adversely affected.

Our production forecasts are dependent upon many assumptions,
including estimates of production decline rates from existing wells and
the outcome of future drilling activity.
Although we believe the
expectations and forecasts reflected in these and other forward-looking
statements are reasonable, we can give no assurance they will prove to
have been correct.
They can be affected by inaccurate assumptions
or by known or unknown risks and uncertainties.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest
producer of natural gas, a Top 15 producer of oil and natural gas
liquids and the most active driller of new wells in the U.S.
Headquartered in Oklahoma City, the company's operations are focused on
discovering and developing unconventional natural gas and oil fields
onshore in the U.S. Chesapeake owns leading positions in the Eagle Ford,
Utica, Granite Wash, Cleveland, Tonkawa, Mississippi Lime and Niobrara
unconventional liquids plays and in the Marcellus, Haynesville/Bossier
and Barnett natural gas shale plays. The company has also vertically
integrated its operations and owns substantial marketing, midstream and
oilfield services businesses directly and indirectly through its
subsidiaries Chesapeake Energy Marketing, Inc., Chesapeake Midstream
Development, L.P. and COS Holdings, L.L.C.
Further
information is available at
www.chk.com
where Chesapeake routinely posts announcements, updates, events,
investor information, presentations and news releases.


 ?

 ?
CHESAPEAKE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in millions, except per-share and unit data)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?
September 30,

2012

September 30,

2011

THREE MONTHS ENDED:
 ?

 ?

 ?
$
 ?
$/mcfe$
 ?
$/mcfe
REVENUES:
 ?

 ?
Natural gas, oil and NGL
1,437

3.77

2,402

7.84
Marketing, gathering and compression
1,381

3.62

1,422

4.64
Oilfield services
 ?

152

 ?

0.40

 ?

153

 ?

0.50
Total Revenues
 ?

2,970

 ?

7.79

 ?

3,977

 ?

12.98

 ?
OPERATING EXPENSES:
Natural gas, oil and NGL production
320

0.84

282

0.92
Production taxes
53

0.14

50

0.16
Marketing, gathering and compression
1,339

3.51

1,392

4.55
Oilfield services
116

0.30

118

0.39
General and administrative
148

0.39

151

0.49
Natural gas, oil and NGL depreciation, depletion and

amortization


762

2.00

423

1.38
Depreciation and amortization of other assets
66

0.17

75

0.24
Impairment of natural gas and oil properties
3,315

8.70

?

?
Losses on sales and impairments of fixed assets

and other


 ?

45

 ?

0.12

 ?

3

 ?

0.01
Total Operating Expenses
 ?

6,164

 ?

16.17

 ?

2,494

 ?

8.14

 ?
INCOME (LOSS) FROM OPERATIONS
 ?

(3,194

)

 ?

(8.38

)

 ?

1,483

 ?

4.84

 ?
OTHER INCOME (EXPENSE):
Interest expense
(36

)

(0.10

)

(4

)

(0.01

)
Earnings (losses) on investments
(23

)

(0.06

)

28

0.09
Gain on sale of investment
31

0.08

?

?
Other income
 ?

(9

)

 ?

(0.02

)

 ?

4

 ?

0.01
Total Other Income (Expense)
 ?

(37

)

 ?

(0.10

)

 ?

28

 ?

0.09

 ?
INCOME (LOSS) BEFORE INCOME TAXES
(3,231

)

(8.48

)

1,511

4.93

 ?
INCOME TAX EXPENSE (BENEFIT):
Current income taxes
22

0.05

(1

)

?
Deferred income taxes
 ?

(1,282

)

 ?

(3.36

)

 ?

590

 ?

1.92
Total Income Tax Expense (Benefit)
 ?

(1,260

)

 ?

(3.31

)

 ?

589

 ?

1.92

 ?
NET INCOME (LOSS)
(1,971

)

(5.17

)

922

3.01

 ?
Net income attributable to noncontrolling interests
 ?

(41

)

 ?

(0.11

)

 ?

?

 ?

?

 ?
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE
 ?

(2,012

)

 ?

(5.28

)

 ?

922

 ?

3.01

 ?
Preferred stock dividends
 ?

(43

)

 ?

(0.11

)

 ?

(43

)

 ?

(0.14

)

 ?

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS


 ?

(2,055

)

 ?

(5.39

)

 ?

879

 ?

2.87

 ?
EARNINGS (LOSS) PER COMMON SHARE:
Basic
$

(3.19

)

$

1.38
Diluted
$

(3.19

)

$

1.23

 ?

WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES
OUTSTANDING (in millions):

Basic
 ?

644

 ?

638
Diluted
 ?

644

 ?

753

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in millions, except per-share and unit data)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?
September 30,

2012

September 30,

2011

NINE MONTHS ENDED:
 ?

 ?

 ?
$
 ?
$/mcfe$
 ?
$/mcfe
REVENUES:
 ?

 ?
Natural gas, oil and NGL
4,622

4.36

4,688

5.43
Marketing, gathering and compression
3,710

3.50

3,844

4.45
Oilfield services
 ?

446

 ?

0.42

 ?

376

 ?

0.44
Total Revenues
 ?

8,778

 ?

8.28

 ?

8,908

 ?

10.32

 ?
OPERATING EXPENSES:
Natural gas, oil and NGL production
1,005

0.95

782

0.91
Production taxes
141

0.13

140

0.16
Marketing, gathering and compression
3,631

3.43

3,744

4.34
Oilfield services
321

0.30

287

0.33
General and administrative
440

0.41

410

0.47
Natural gas, oil and NGL depreciation, depletion and

amortization


1,856

1.75

1,147

1.33
Depreciation and amortization of other assets
233

0.22

206

0.24
Impairment of natural gas and oil properties
3,315

3.13

?

?
Losses on sales and impairments of fixed assets

and other


 ?

286

 ?

0.27

 ?

7

 ?

0.01
Total Operating Expenses
 ?

11,228

 ?

10.59

 ?

6,723

 ?

7.79

 ?
INCOME (LOSS) FROM OPERATIONS
 ?

(2,450

)

 ?

(2.31

)

 ?

2,185

 ?

2.53

 ?
OTHER INCOME (EXPENSE):
Interest expense
(63

)

(0.06

)

(37

)

(0.04

)
Earnings (losses) on investments
(87

)

(0.08

)

100

0.11
Gain on sales of investments
1,061

1.00

?

?
Losses on purchases or exchanges of debt
?

?

(176

)

(0.20

)
Other income
 ?

2

 ?

?

 ?

9

 ?

0.01
Total Other Income (Expense)
 ?

913

 ?

0.86

 ?

(104

)

 ?

(0.12

)

 ?
INCOME (LOSS) BEFORE INCOME TAXES
(1,537

)

(1.45

)

2,081

2.41

 ?
INCOME TAX EXPENSE (BENEFIT):
Current income taxes
24

0.02

11

0.01
Deferred income taxes
 ?

(623

)

 ?

(0.59

)

 ?

801

 ?

0.93
Total Income Tax Expense (Benefit)
 ?

(599

)

 ?

(0.57

)

 ?

812

 ?

0.94

 ?
NET INCOME (LOSS)
(938

)

(0.88

)

1,269

1.47

 ?
Net income attributable to noncontrolling interests
 ?

(131

)

 ?

(0.13

)

 ?

?

 ?

?

 ?
NET INCOME (LOSS) ATTRIBUTABLE TO CHESAPEAKE
 ?

(1,069

)

 ?

(1.01

)

 ?

1,269

 ?

1.47

 ?
Preferred stock dividends
 ?

(128

)

 ?

(0.12

)

 ?

(128

)

 ?

(0.15

)

 ?

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS


 ?

(1,197

)

 ?

(1.13

)

 ?

1,141

 ?

1.32

 ?
EARNINGS (LOSS) PER COMMON SHARE:
Basic
$

(1.86

)

$

1.79
Diluted
$

(1.86

)

$

1.69

 ?

WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES
OUTSTANDING (in millions):

Basic
 ?

643

 ?

636
Diluted
 ?

643

 ?

752

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in millions)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?
September 30,December 31,

 ?

 ?
20122011

 ?
Cash and cash equivalents
$

142

$

351
Other current assets
 ?

3,469

 ?

2,826
Total Current Assets
 ?

3,611

 ?

3,177

 ?
Property and equipment (net)
40,603

36,739
Other assets
 ?

1,457

 ?

1,919
Total Assets
$

45,671

$

41,835

 ?
Current liabilities
$

6,456

$

7,082
Long-term debt, net of discounts
15,755

10,626
Other long-term liabilities
2,351

2,682
Deferred income tax liabilities
 ?

3,418

 ?

3,484
Total Liabilities
 ?

27,980

 ?

23,874

 ?
Chesapeake stockholders' equity
15,327

16,624
Noncontrolling interests
 ?

2,364

 ?

1,337
Total Equity
 ?

17,691

 ?

17,961

 ?
Total Liabilities and Equity
$

45,671

$

41,835

 ?
Common Shares Outstanding (in millions)
 ?

665

 ?

659

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
CAPITALIZATION
($ in millions)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?
September 30,December 31,

 ?

 ?
2012
 ?

 ?
2011

 ?
Total debt, net of unrestricted cash
$

16,076

$

10,275
Chesapeake stockholders' equity
15,327

16,624
Noncontrolling interests(a)
 ?

2,364

 ?

 ?

1,337

 ?
Total
$

33,767

 ?

$

28,236

 ?

 ?
Debt to capitalization ratio
48

%

36

%

 ?

(a) Includes third-party ownership as follows:


CHK Cleveland Tonkawa, L.L.C.


$

1,015

$

?

CHK Utica, L.L.C.

950

950

Chesapeake Granite Wash Trust

365

380

Cardinal Gas Services, L.L.C.

 ?

34

 ?

 ?

7

 ?

Total

$

2,364

 ?

$

1,337

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF 2012 CHANGES TO NATURAL GAS AND OIL PROPERTIES
BASED ON SEC PRICING OF TRAILING 12-MONTH AVERAGE PRICES AS OF
SEPTEMBER 30, 2012
($ in millions, except per-unit data)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?
Proved Reserves
Cost
 ?

 ?
Bcfe(a)
 ?
$/Mcfe
PROVED PROPERTIES:

Well costs on proved properties(b)(c)


$

7,430

3,878
(d)
1.92
Acquisition of proved properties(e)
319

37

8.67
Sale of proved properties
 ?


(1,322


)

(544

)

2.43
Total net proved properties
 ?


6,427


 ?

3,371

1.91

 ?
Revisions ? price
?

(4,878

)

?

 ?
UNPROVED PROPERTIES:
Well costs on unproved properties(f)
(195

)

?

?
Acquisition of unproved properties, net(g)
1,628

?

?
Sale of unproved properties
 ?

(930

)

?

?
Total net unproved properties
 ?

503

 ?

?

?

 ?
OTHER:
Capitalized interest on unproved properties
766

?

?
Geological and geophysical costs
148

?

?
Asset retirement obligations
 ?

16

 ?

?

?
Total other
 ?

930

 ?

?

?

 ?
Total
$

7,860

 ?

(1,507

)

?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
ROLL-FORWARD OF PROVED RESERVES
NINE MONTHS ENDED SEPTEMBER 30, 2012
BASED ON SEC PRICING OF TRAILING 12-MONTH AVERAGE PRICES AS OF
SEPTEMBER 30, 2012
(unaudited)

 ?

 ?

 ?

 ?

 ?
Bcfe(a)

 ?
Beginning balance, January 1, 2012
18,789
Production
(1,060

)
Acquisitions
37
Divestitures
(544

)
Revisions ? changes to previous estimates
(596

)
Revisions ? price
(4,878

)
Extensions and discoveries
 ?

4,474

 ?
Ending balance, September 30, 2012
 ?

16,222

 ?

 ?
Proved reserves decline rate before acquisitions and divestitures
(11

)%
Proved reserves decline rate after acquisitions and divestitures
(14

)%

 ?
Proved developed reserves
9,608
Proved developed reserves percentage
59

%

 ?
PV-10 ($ in billions)(a)
$

18,451

 ?

(a)

 ?

Reserve volumes and PV-10 value estimated using SEC reserve
recognition standards and pricing assumptions based on the trailing
12-month average first-day-of-the-month prices as of September 30,
2012 of $2.83 per mcf of natural gas and $95.05 per bbl of oil,
before field differential adjustments.

 ?

(b)

Net of well cost carries of $655 million associated with the
Statoil-Marcellus, CNOOC-Eagle Ford, CNOOC-Niobrara and Total-Utica
joint ventures.

 ?

(c)

Includes $1.055 billion of well costs incurred in prior quarters
(previously classified as well costs on unproved properties) related
to wells that were evaluated for the existence of proved reserves in
the current quarter.

 ?

(d)

Includes 596 bcfe of downward revisions resulting from changes to
previous estimates and excludes downward revisions of 4.9 tcfe
primarily resulting from lower natural gas prices using the average
first-day-of-the-month price for the twelve months ended September
30, 2012, compared to the twelve months ended December 31, 2011.

 ?

(e)

Includes 28 bcfe of proved reserves associated with the company′s
Permian Basin volumetric production payment repurchased by the
company for $313 million and subsequently resold to multiple parties
in September and October 2012.

 ?

(f)

Includes $860 million of well costs on unproved properties incurred
in the current quarter, offset by the transfer of $1.055 billion
previously classified as well costs on unproved properties that were
evaluated for the existence of proved reserves in the current
quarter. See footnote (e).

 ?

(g)

Net of joint venture partner reimbursements.

 ?

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
SUPPLEMENTAL DATA ? NATURAL GAS, OIL AND NGL SALES AND INTEREST
EXPENSE
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?

 ?
Three Months EndedNine Months Ended
September 30,September 30,
2012
 ?

 ?
20112012
 ?

 ?
2011
Natural Gas, Oil and NGL Sales ($ in millions):

Natural gas sales

$

543

$

861

$

1,359

$

2,412

Natural gas derivatives ? realized gains (losses)

52

364

391

1,322

Natural gas derivatives ? unrealized gains (losses)

 ?

(90

)

 ?

(28

)

 ?

(401

)

 ?

(693

)

 ?

Total Natural Gas Sales

 ?

505

 ?

 ?

1,197

 ?

 ?

1,349

 ?

 ?

3,041

 ?

 ?

Oil sales

792

386

2,038

1,048

Oil derivatives ? realized gains (losses)

25

(8

)

6

(51

)

Oil derivatives ? unrealized gains (losses)

 ?

(14

)

 ?

645

 ?

 ?

803

 ?

 ?

247

 ?

 ?

Total Oil Sales

 ?

803

 ?

 ?

1,023

 ?

 ?

2,847

 ?

 ?

1,244

 ?

 ?

NGL sales

129

180

401

432

NGL derivatives ? realized gains (losses)

?

(12

)

(9

)

(31

)

NGL derivatives ? unrealized gains (losses)

 ?

?

 ?

 ?

14

 ?

 ?

34

 ?

 ?

2

 ?

 ?

Total NGL Sales

 ?

129

 ?

 ?

182

 ?

 ?

426

 ?

 ?

403

 ?

 ?

Total Natural Gas, Oil and NGL Sales

$

1,437

 ?

$

2,402

 ?

$

4,622

 ?

$

4,688

 ?

 ?

Average Sales Price ? excluding gains (losses) on derivatives:


Natural gas ($ per mcf)

$

1.80

$

3.39

$

1.60

$

3.30

Oil ($ per bbl)

$

88.07

$

84.18

$

91.31

$

89.78

NGL ($ per bbl)

$

31.22

$

44.04

$

30.86

$

42.17

Natural gas equivalent ($ per mcfe)

$

3.84

$

4.66

$

3.58

$

4.51

 ?

Average Sales Price ? excluding unrealized gains (losses) on
derivatives:


Natural gas ($ per mcf)

$

1.97

$

4.82

$

2.06

$

5.10

Oil ($ per bbl)

$

90.79

$

82.47

$

91.55

$

85.45

NGL ($ per bbl)

$

31.22

$

41.16

$

30.17

$

39.10

Natural gas equivalent ($ per mcfe)

$

4.04

$

5.78

$

3.95

$

5.94

 ?
Interest Expense (Income) ($ in millions):

Interest(a)

$

38

$

4

$

67

$

18

Derivatives ? realized (gains) losses

?

?

?

6

Derivatives ? unrealized (gains) losses

 ?

(2

)

 ?

?

 ?

 ?

(4

)

 ?

13

 ?

Total Interest Expense

$

36

 ?

$

4

 ?

$

63

 ?

$

37

 ?

(a)

 ?

Net of amounts capitalized.

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
CONDENSED CONSOLIDATED CASH FLOW DATA
($ in millions)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?
THREE MONTHS ENDED:September 30,September 30,

 ?
20122011

 ?
Beginning cash
$

1,024

 ?

$

109

 ?

 ?
Cash provided by operating activities
 ?

949

 ?

 ?

1,631

 ?

 ?
Cash flows from investing activities:
Well costs on proved and unproved properties
(2,353

)

(1,895

)
Acquisition of proved and unproved properties(a)
(936

)

(1,116

)
Sale of proved and unproved properties
808

55
Geological and geophysical costs
(52

)

(55

)
Additions to other property and equipment
(605

)

(554

)
Proceeds from sales of other assets
140

157
Additions to investments
(133

)

(86

)
Other
 ?

(102

)

 ?

19

 ?
Total cash used in investing activities
 ?

(3,233

)

 ?

(3,475

)

 ?
Cash provided by financing activities
 ?

1,409

 ?

 ?

1,846

 ?

 ?
Cash and cash equivalents classified in current assets

held for sale


 ?

(7

)

 ?

?

 ?

 ?
Ending cash
$

142

 ?

$

111

 ?

(a)

 ?

Includes capitalized interest of $327 million and $151 million for
the current quarter and the prior quarter, respectively.

 ?

 ?

 ?

 ?

 ?

 ?

 ?
NINE MONTHS ENDED:
 ?
September 30,
 ?

 ?
September 30,

 ?
20122011

 ?
Beginning cash
$

351

 ?

$

102

 ?

 ?
Cash provided by operating activities
 ?

1,978

 ?

 ?

3,724

 ?

 ?
Cash flows from investing activities:
Well costs on proved and unproved properties
(7,360

)

(5,177

)
Acquisition of proved and unproved properties(b)
(2,594

)

(3,300

)
Sale of proved and unproved properties
2,226

5,883
Geological and geophysical costs
(165

)

(168

)
Additions to other property and equipment
(1,916

)

(1,416

)
Proceeds from sales of other assets
219

682
Acquisition of drilling company
?

(339

)
Proceeds from (additions to) investments
(261

)

126
Proceeds from sale of select midstream investment
2,000

?
Other
 ?

(303

)

 ?

(6

)
Total cash used in investing activities
 ?

(8,154

)

 ?

(3,715

)

 ?
Cash provided by (used in) financing activities
 ?

5,981

 ?

 ?

?

 ?

 ?
Cash and cash equivalents classified in current assets

held for sale


 ?

(14

)

 ?

?

 ?

 ?
Ending cash
$

142

 ?

$

111

 ?

(b)

 ?

Includes capitalized interest of $653 million and $478 million for
the current period and the prior period, respectively.

 ?

 ?

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA
($ in millions)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
September 30,June 30,September 30,
THREE MONTHS ENDED:
 ?
2012
 ?

 ?
2012
 ?

 ?
2011

 ?
CASH PROVIDED BY OPERATING ACTIVITIES
$

949

$

755

$

1,631

 ?
Changes in assets and liabilities
 ?

169

 ?

 ?

140

 ?

 ?

(222

)

 ?
OPERATING CASH FLOW(a)
$

1,118

 ?

$

895

 ?

$

1,409

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
September 30,June 30,September 30,
THREE MONTHS ENDED:
 ?
2012
 ?

 ?
2012
 ?

 ?
2011

 ?
NET INCOME (LOSS)
$

(1,971

)

$

1,037

$

922

 ?
Income tax expense (benefit)
(1,260

)

663

589
Interest expense
36

14

4
Depreciation and amortization of other assets
66

83

75
Natural gas, oil and NGL depreciation, depletion

and amortization


 ?

762

 ?

 ?

588

 ?

 ?

423

 ?

 ?
EBITDA(b)
$

(2,367

)

$

2,385

 ?

$

2,013

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
September 30,June 30,September 30,
THREE MONTHS ENDED:
 ?
2012
 ?

 ?
2012
 ?

 ?
2011

 ?
CASH PROVIDED BY OPERATING ACTIVITIES
$

949

$

755

$

1,631

 ?
Changes in assets and liabilities
169

140

(222

)
Interest expense
36

14

4
Unrealized gains (losses) on natural gas, oil and NGL

Derivatives


(104

)

810

631
Impairment of natural gas and oil properties
(3,315

)

?

?
Losses on sales and impairments of fixed

assets and other


(25

)

(243

)

(3

)
Gains (losses) on investments
4

943

(4

)
Stock-based compensation
(30

)

(31

)

(40

)
Other items
 ?

(51

)

 ?

(3

)

 ?

16

 ?

 ?
EBITDA(b)
$

(2,367

)

$

2,385

 ?

$

2,013

 ?

(a)

 ?

Operating cash flow represents net cash provided by operating
activities before changes in assets and liabilities. Operating cash
flow is presented because management believes it is a useful adjunct
to net cash provided by operating activities under accounting
principles generally accepted in the United States (GAAP). Operating
cash flow is widely accepted as a financial indicator of a natural
gas and oil company's ability to generate cash which is used to
internally fund exploration and development activities and to
service debt. This measure is widely used by investors and rating
agencies in the valuation, comparison, rating and investment
recommendations of companies within the natural gas and oil
exploration and production industry. Operating cash flow is not a
measure of financial performance under GAAP and should not be
considered as an alternative to cash flows from operating, investing
or financing activities as an indicator of cash flows, or as a
measure of liquidity.

 ?

(b)

Ebitda represents net income (loss) before income tax expense,
interest expense and depreciation, depletion and amortization
expense, Ebitda is presented as a supplemental financial measurement
in the evaluation of our business. We believe that it provides
additional information regarding our ability to meet our future debt
service, capital expenditures and working capital requirements. This
measure is widely used by investors and rating agencies in the
valuation, comparison, rating and investment recommendations of
companies. Ebitda is also a financial measurement that, with certain
negotiated adjustments, is reported to our lenders pursuant to our
bank credit agreements and is used in the financial covenants in our
bank credit agreements. Ebitda is not a measure of financial
performance under GAAP. Accordingly, it should not be considered as
a substitute for net income, income from operations, or cash flow
provided by operating activities prepared in accordance with GAAP.

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF OPERATING CASH FLOW AND EBITDA
($ in millions)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?
September 30,September 30,
NINE MONTHS ENDED:
 ?
2012
 ?

 ?
2011

 ?
CASH PROVIDED BY OPERATING ACTIVITIES
$

1,978

$

3,724

 ?
Changes in assets and liabilities
 ?

946

 ?

 ?

274

 ?

 ?
OPERATING CASH FLOW(a)
$

2,924

 ?

$

3,998

 ?

 ?

 ?

 ?

 ?

 ?

 ?
September 30,September 30,
NINE MONTHS ENDED:
 ?
2012
 ?

 ?
2011

 ?
NET INCOME (LOSS)
$

(938

)

$

1,269

 ?
Income tax expense (benefit)
(599

)

812
Interest expense
63

37
Depreciation and amortization of other assets
233

206
Natural gas, oil and NGL depreciation, depletion and amortization
 ?

1,856

 ?

 ?

1,147

 ?

 ?
EBITDA(b)
$

615

 ?

$

3,471

 ?

 ?

 ?

 ?

 ?

 ?

 ?
September 30,September 30,
NINE MONTHS ENDED:
 ?
2012
 ?

 ?
2011

 ?
CASH PROVIDED BY OPERATING ACTIVITIES
$

1,978

$

3,724

 ?
Changes in assets and liabilities
946

274
Interest expense
63

37
Unrealized gains (losses) on natural gas, oil and NGL derivatives
436

(444

)
Impairment of natural gas and oil properties
(3,315

)

?
Losses on sales and impairments of fixed assets and other
(262

)

(7

)
Gains on investments
914

19
Stock-based compensation
(93

)

(119

)
Other items
 ?

(52

)

 ?

(13

)

 ?
EBITDA(b)
$

615

 ?

$

3,471

 ?

(a)

 ?

Operating cash flow represents net cash provided by operating
activities before changes in assets and liabilities. Operating cash
flow is presented because management believes it is a useful adjunct
to net cash provided by operating activities under accounting
principles generally accepted in the United States (GAAP). Operating
cash flow is widely accepted as a financial indicator of a natural
gas and oil company's ability to generate cash which is used to
internally fund exploration and development activities and to
service debt. This measure is widely used by investors and rating
agencies in the valuation, comparison, rating and investment
recommendations of companies within the natural gas and oil
exploration and production industry. Operating cash flow is not a
measure of financial performance under GAAP and should not be
considered as an alternative to cash flows from operating, investing
or financing activities as an indicator of cash flows, or as a
measure of liquidity.

 ?

(b)

Ebitda represents net income (loss) before income tax expense,
interest expense and depreciation, depletion and amortization
expense, Ebitda is presented as a supplemental financial measurement
in the evaluation of our business. We believe that it provides
additional information regarding our ability to meet our future debt
service, capital expenditures and working capital requirements. This
measure is widely used by investors and rating agencies in the
valuation, comparison, rating and investment recommendations of
companies. Ebitda is also a financial measurement that, with certain
negotiated adjustments, is reported to our lenders pursuant to our
bank credit agreements and is used in the financial covenants in our
bank credit agreements. Ebitda is not a measure of financial
performance under GAAP. Accordingly, it should not be considered as
a substitute for net income, income from operations, or cash flow
provided by operating activities prepared in accordance with GAAP.

 ?

 ?

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF ADJUSTED EBITDA
($ in millions)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
September 30,June 30,September 30,
THREE MONTHS ENDED:
 ?
2012
 ?

 ?
2012
 ?

 ?
2011

 ?
EBITDA
$

(2,367

)

$

2,385

$

2,013

 ?
Adjustments:
Unrealized (gains) losses on natural gas, oil and

NGL derivatives


104

(810

)

(631

)
Impairment of natural gas and oil properties
3,315

?

?
Losses on sales and impairments of

fixed assets and other


45

243

3
Net income attributable to noncontrolling interests
(41

)

(65

)

?
Gains on investments
(31

)

(957

)

?
Other
 ?

(4

)

 ?

7

 ?

 ?

?

 ?

 ?
Adjusted EBITDA(a)
$

1,021

 ?

$

803

 ?

$

1,385

 ?

(a)

 ?

Adjusted ebitda excludes certain items that management believes
affect the comparability of operating results. The Company believes
these non-GAAP financial measures are a useful adjunct to ebitda
because:

(i)

 ?

Management uses adjusted ebitda to evaluate the Company's
operational trends and performance relative to other natural gas and
oil producing companies.

(ii)

Adjusted ebitda is more comparable to estimates provided by
securities analysts.

(iii)

Items excluded generally are one-time items or items whose timing or
amount cannot be reasonably estimated. Accordingly, any guidance
provided by the company generally excludes information regarding
these types of items.

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
September 30,
 ?

 ?
September 30,
NINE MONTHS ENDED:
 ?
2012
 ?

 ?
2011

 ?
EBITDA
$

615

$

3,471

 ?
Adjustments:
Unrealized (gains) losses on natural gas, oil and NGL derivatives
(436

)

444
Impairment of natural gas and oil properties
3,315

?
Losses on sales and impairments of fixed assets and other
286

7
Net income attributable to noncontrolling interests
(131

)

?
Losses on purchases or exchanges of debt
?

176
Gains on investments
(988

)

?
Other
 ?

1

 ?

 ?

?

 ?
Adjusted EBITDA(a)
$

2,662

 ?

$

4,098

(a)

 ?

Adjusted ebitda excludes certain items that management believes
affect the comparability of operating results. The Company believes
these non-GAAP financial measures are a useful adjunct to ebitda
because:

(i)

 ?

Management uses adjusted ebitda to evaluate the Company's
operational trends and performance relative to other natural gas and
oil producing companies.

(ii)

Adjusted ebitda is more comparable to estimates provided by
securities analysts.

(iii)

Items excluded generally are one-time items or items whose timing or
amount cannot be reasonably estimated. Accordingly, any guidance
provided by the company generally excludes information regarding
these types of items.

 ?

 ?

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON
STOCKHOLDERS
($ in millions, except per-share data)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
September 30,June 30,September 30,
THREE MONTHS ENDED:
 ?
2012
 ?

 ?
2012
 ?

 ?
2011

 ?
Net income (loss) available to common stockholders
$

(2,055

)

$

929

$

879

 ?
Adjustments, net of tax:
Unrealized (gains) losses on derivatives
63

(498

)

(385

)
Impairment of natural gas and oil properties
2,022

?

?
Losses on sales and impairments of

fixed assets and other


28

148

2
Gains on investments
(19

)

(584

)

?
Other
 ?

(6

)

 ?

8

 ?

 ?

?

 ?

 ?
Adjusted net income available to common

stockholders(a)


33

3

496
Preferred stock dividends
 ?

43

 ?

 ?

43

 ?

 ?

43

 ?
Total adjusted net income
$

76

 ?

$

46

 ?

$

539

 ?

 ?
Weighted average fully diluted shares outstanding(b)
754

751

753

 ?
Adjusted earnings per share assuming dilution(a)
$

0.10

$

0.06

$

0.72

(a)

 ?

Adjusted net income available to common stockholders and adjusted
earnings per share assuming dilution exclude certain items that
management believes affect the comparability of operating results.
The Company believes these non-GAAP financial measures are a useful
adjunct to GAAP earnings because:

(i)

 ?

Management uses adjusted net income available to common stockholders
to evaluate the Company's operational trends and performance
relative to other natural gas and oil producing companies.

(ii)

Adjusted net income available to common stockholders is more
comparable to earnings estimates provided by securities analysts.

(iii)

Items excluded generally are one-time items or items whose timing or
amount cannot be reasonably estimated. Accordingly, any guidance
provided by the company generally excludes information regarding
these types of items.

 ?

(b)

Weighted average fully diluted shares outstanding include shares
that were considered antidilutive for calculating earnings per share
in accordance with GAAP.

 ?

 ?

 ?

 ?
CHESAPEAKE ENERGY CORPORATION
RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON
STOCKHOLDERS
($ in millions, except per-share data)
(unaudited)

 ?

 ?

 ?

 ?

 ?

 ?
September 30,September 30,
NINE MONTHS ENDED:
 ?
2012
 ?
2011

 ?
Net income (loss) available to common stockholders
$

(1,197

)

$

1,141

 ?
Adjustments, net of tax:
Unrealized (gains) losses on derivatives
(268

)

279
Impairment of natural gas and oil properties
2,022

?
Losses on sales and impairments of fixed assets and other
174

4
Losses on purchases or exchanges of debt
?

107
Loss on foreign currency derivatives
?

11
Gains on investments
(603

)

?
Other
 ?

2

 ?

 ?

?

 ?
Adjusted net income available to common stockholders(a)
130

1,542
Preferred stock dividends
 ?

128

 ?

 ?

128
Total adjusted net income
$

258

 ?

$

1,670

 ?
Weighted average fully diluted shares outstanding(b)
753

752

 ?
Adjusted earnings per share assuming dilution(a)
$

0.34

$

2.22

(a)

 ?

Adjusted net income available to common stockholders and adjusted
earnings per share assuming dilution exclude certain items that
management believes affect the comparability of operating results.
The Company believes these non-GAAP financial measures are a useful
adjunct to GAAP earnings because:

(i)

 ?

Management uses adjusted net income available to common stockholders
to evaluate the Company's operational trends and performance
relative to other natural gas and oil producing companies.

(ii)

Adjusted net income available to common stockholders is more
comparable to earnings estimates provided by securities analysts.

(iii)

Items excluded generally are one-time items or items whose timing or
amount cannot be reasonably estimated. Accordingly, any guidance
provided by the company generally excludes information regarding
these types of items.

 ?

(b)

Weighted average fully diluted shares outstanding include shares
that were considered antidilutive for calculating earnings per share
in accordance with GAAP.

 ?

SCHEDULE 'A?

MANAGEMENT′S OUTLOOK AS OF NOVEMBER 1, 2012


Chesapeake periodically provides management guidance on certain factors
that affect its future financial performance. The primary changes from
the company′s August 6, 2012 Outlook are in italicized bold
and reflect estimated natural gas curtailments of approximately 60 bcf
in the 2012 first half and also include estimated future production
decreases of approximately 45 bcfe in 2012 and 140 bcfe in 2013
associated with the company′s completed and planned asset sales.
Management and the board of directors continue to review operational
plans for 2013 and beyond which could result in changes to this Outlook.

Chesapeake Energy Corporation Consolidated Projections
For Years Ending December 31, 2012 and 2013

 ?

 ?

 ?

 ?

Year Ending


12/31/12


Year Ending


12/31/13


Estimated Production:

Natural gas ? bcf

1,120 ? 1,140

1,030 ? 1,070

Oil ? mbbls
30,000 ? 31,000
36,000 ? 38,000

NGL ? mbbls

17,000 ? 18,000

24,000 ? 26,000

Natural gas equivalent ? bcfe
1,402 ? 1,434
1,390 ? 1,454

 ?

Daily natural gas equivalent midpoint ? mmcfe
3,870
3,895

 ?

YOY estimated production increase (adjusted for planned asset sales)

18%

1%

 ?

NYMEX Price(a) (for calculation of realized hedging
effects only):

Natural gas - $/mcf
$2.77$4.00

Oil - $/bbl
$94.66
$90.00

 ?

Estimated Realized Hedging Effects (based on assumed NYMEX prices
above):

Natural gas - $/mcf
$0.30$0.00

Oil - $/bbl
$0.99$4.50

 ?

Estimated Gathering/Marketing/Transportation Differentials to NYMEX
Prices:

Natural gas - $/mcf

$1.00 ?1.10

$1.15 ? 1.25

Oil - $/bbl

$4.50 ? 6.50

$4.50 ? 6.50

NGL - $/bbl

$67.00 ? 70.00

$63.00 ? 67.00

 ?

Operating Costs per Mcfe of Projected Production:

Production expense
$0.90 ? 1.00$0.90 ? 1.00

Production taxes (~5% of O&G revenues)

$0.15 ? 0.20

$0.25 ? 0.30

General and administrative(b)

$0.39 ? 0.44

$0.39 ? 0.44

Stock-based compensation (noncash)

$0.04 ? 0.06

$0.04 ? 0.06

DD&A of natural gas and liquids assets
$1.65 ? 1.85$1.65 ? 1.85

Depreciation of other assets

$0.22 ? 0.27

$0.25 ? 0.30

Interest expense(c)

$0.05 ? 0.10

$0.05 ? 0.10

 ?

Other ($ millions):

Marketing, gathering and compression net margin(d)
$90 ? 100
$50 ? 75

Oilfield services net margin(d)

$175 ? 200

$200 ? 250

Other income (including certain equity investments)

$25

?

Net income attributable to noncontrolling interest(e)

($180) ? (200)

($200) ? (240)

 ?

Book Tax Rate

39%

39%


 ?


Weighted average shares outstanding (in millions):

Basic

640 ? 645

645 ? 650

Diluted

753 ? 758

758 ? 763

 ?

Operating cash flow before changes in assets and liabilities(f)(g)
$3,800$4,250 ? 5,250

Well costs on proved and unproved properties
($8,750)
($5,750 ? 6,250)

Acquisition of unproved properties, net
($1,750)
($400)


a) NYMEX natural gas and oil prices have been updated for actual
contract prices through October and September, respectively.

b)
Excludes expenses associated with noncash stock-based compensation.

c)
Does not include unrealized gains or losses on interest rate derivatives.

d)
Includes revenue and operating costs and excludes depreciation and
amortization of other assets.

e) Net income attributable to
noncontrolling interests of Chesapeake Granite Wash Trust, CHK Utica,
L.L.C., CHK Cleveland Tonkawa, L.L.C. and Cardinal Gas Services, L.L.C.

f)
A non-GAAP financial measure. We are unable to provide a reconciliation
to projected cash provided by operating activities, the most comparable
GAAP measure, because of uncertainties associated with projecting future
changes in assets and liabilities.

g) Assumes NYMEX prices on open
contracts of $3.50 per mcf and $90.00 per bbl in 2012 and $3.50 to $4.50
per mcf and $90.00 per bbl in 2013.

Natural Gas, Oil and NGL Hedging Activities


Chesapeake enters into natural gas, oil and NGL derivative transactions
in order to mitigate a portion of its exposure to adverse changes in
market prices. Please see the quarterly reports on Form 10-Q and annual
reports on Form 10-K filed by Chesapeake with the SEC for detailed
information about derivative instruments the company uses, its
quarter-end derivative positions and the accounting for natural gas, oil
and NGL derivatives.


As of November 1, 2012, the company has the following open natural gas
swaps in place and gains (losses) related to closed natural gas trades
and premiums for call options for future production periods.


 ?


 ?

Open Swaps

(bcf)

 ?

Avg. NYMEX


Price of


Open Swaps


 ?

Forecasted


Natural Gas


Production


(bcf)


 ?

Open Swap


Positions


as a % of


Forecasted


Natural Gas


Production


 ?


Total Gains


(Losses) from


Closed Trades


and Premiums


for Call Options


($ in millions)


 ?


Total Gains from


Closed Trades


and Premiums


for Call Options


per mcf of


Forecasted


Natural Gas


Production


Q4 2012

 ?
215
 ?

 ?
$3.06
 ?

 ?
281
 ?

 ?
76%
 ?

$

15

 ?

 ?
$0.05

 ?

 ?

 ?

 ?

 ?

 ?

Q1 2013

0
$(11)

Q2 2013

0
8

Q3 2013

0
6

Q4 2013

 ?

0

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
(3)
 ?

 ?

 ?

Total 2013

 ?

0

 ?

 ?

$

0.00

 ?

 ?

1,050

 ?

 ?

0

%

 ?
$0
 ?

 ?
$0.00

Total 2014

 ?

0

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
$(74)
 ?

 ?

 ?

Total 2015

 ?

0

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
$(131)
 ?

 ?

 ?

Total 2016 ? 2022

 ?

0

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
$(161)
 ?

 ?

 ?

 ?


The company currently has the following natural gas written call options
in place:


 ?

 ?

Call Options

(bcf)

 ?

Avg. NYMEX


Strike Price


 ?

Forecasted


Natural Gas


Production


(bcf)


 ?

Call Options


as a % of


Forecasted


Natural Gas


Production


Q4 2012

 ?
40
 ?

 ?

$

3.25

 ?

 ?
281
 ?

 ?
14%

 ?

 ?

 ?

 ?

Total 2013

 ?
0
 ?

 ?
$0.00
 ?

 ?

1,050

 ?

 ?
0%

Total 2014

 ?
0
 ?

 ?
$0.00
 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2015

 ?
0
 ?

 ?
$0.00
 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2016 ? 2020

 ?
260
 ?

 ?
$8.90
 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?


The company currently has the following purchased natural gas put
swaptions in place:


 ?

 ?

Put Swaptions

(bcf)

 ?

Avg. NYMEX


Price of Swap


 ?

Forecasted


Natural Gas


Production


(bcf)


 ?

Put Swaption


as a % of


Forecasted


Natural Gas


Production


Q1 2013

 ?
8
 ?
$3.66
 ?

 ?

Q2 2013
10$3.64

Q3 2013
2$3.50

Q4 2013

 ?
0
 ?

 ?
$0.00
 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2013

 ?
20
 ?

 ?
$3.64
 ?

 ?

1,050

 ?

 ?
2%

 ?


The company has the following natural gas basis protection swaps in
place:


 ?

 ?

Volume (Bcf)

 ?

Avg. NYMEX less

Q4 2012

 ?
8
 ?

 ?
$0.74

 ?


2013


 ?

44

 ?

 ?

$

0.21


2014


 ?
28
 ?

 ?
$0.32


2015 - 2022


 ?
40
 ?

 ?
$0.48

 ?


As of November 1, 2012, the company has the following open crude oil
swaps in place and gains (losses) related to closed crude oil contracts
and premiums for call options for future production periods (note: the
company also has 5,000 bbls per day of propane call options in Q4 2012):


 ?

 ?

Open


Swaps


(mbbls)


 ?

Avg. NYMEX


Price of


Open Swaps


 ?

Forecasted


Oil


Production


(mbbls)


 ?

Open Swap


Positions as


a % of


Forecasted


Oil


Production


 ?


Total Gains


(Losses) from


Closed Trades


and Premiums


for Call Options


($millions)


 ?


Total Gains


(Losses) from


Closed Trades


and Premiums for


Call Options per


bbl of Forecasted


Oil Production


Q4 2012

 ?
6,197
 ?

 ?
$99.14
 ?

 ?
8,171
 ?

 ?
76%
 ?
$(31)
 ?
$(3.83)

 ?

 ?

 ?

 ?

 ?

 ?

Q1 2013
5,64795.95$1

Q2 2013
6,67296.10$1

Q3 2013
6,68796.02$2

Q4 2013

 ?
6,662
 ?

 ?

 ?
95.97
 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?
$2
 ?

 ?

 ?

 ?

 ?

Total 2013

 ?
25,668
 ?

 ?
$96.01
 ?

 ?

37,000

 ?

 ?
69%
 ?

$

6

 ?

 ?

$

0.17

 ?

Total 2014

 ?
918
 ?

 ?
$90.85
 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

(151

)

 ?

 ?

 ?

 ?

Total 2015

 ?

500

 ?

 ?

$

88.75

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

265

 ?

 ?

 ?

 ?

 ?

Total 2016 ? 2021

 ?

0

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

117

 ?

 ?

 ?

 ?

 ?

 ?


The company currently has the following crude oil written call options
in place:


 ?

 ?

Call Options

(mbbls)

 ?

Avg. NYMEX


Strike Price


 ?

Forecasted


Oil


Production


(mbbls)


 ?

Call Options


as a % of


Forecasted Oil


Production


Q4 2012

 ?
0
 ?

 ?
$--
 ?

 ?
8,171
 ?

 ?
0%

 ?

 ?

 ?

 ?

Q1 2013
3,390$99.56

Q2 2013
3,428$99.56

Q3 2013
3,006$98.62

Q4 2013

 ?
3,006
 ?

 ?
$98.62
 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2013

 ?
12,830
 ?

 ?
$99.12
 ?

 ?

37,000

 ?

 ?
35
%

Total 2014

 ?

17,612

 ?

 ?

$

98.79

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2015

 ?

27,048

 ?

 ?

$

100.99

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2016 ? 2017

 ?

24,220

 ?

 ?

$

100.07

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?


The company has the following oil basis protection swaps in place:


 ?

 ?

Volume (mbbls)

 ?

Avg. NYMEX plus

Q4 2012

 ?
951
 ?

 ?
$17.70

 ?

Q1 2013
2,070$14.99

Q2 2013

 ?
1,365
 ?

 ?
$12.55

Total 2013

 ?
3,435
 ?

 ?
$14.02

 ?

SCHEDULE 'B?

MANAGEMENT′S OUTLOOK AS OF AUGUST 6, 2012

(PROVIDED
FOR REFERENCE ONLY)


NOW SUPERSEDED BY OUTLOOK AS OF NOVEMBER
1, 2012


Below is the company′s previous Outlook, as provided on August 6, 2012,
which reflected projected voluntary natural gas curtailments of
approximately 60 bcf in the 2012 first half and also include estimated
future production decreases of approximately 45 bcfe in 2012 and 140
bcfe in 2013 associated with the company′s planned Permian Basin,
Mississippi Lime and other asset sales.

Chesapeake Energy Corporation Consolidated Projections
For Years Ending December 31, 2012 and 2013

 ?

 ?

 ?

Year Ending

12/31/12

Year Ending

12/31/13


Estimated Production:

Natural gas ? bcf

1,120 ? 1,140

1,030 ? 1,070

Oil ? mbbls

29,000 ? 30,000

36,000 ? 38,000

NGL ? mbbls

17,000 ? 18,000

24,000 ? 26,000

Natural gas equivalent ? bcfe

1,396 ? 1,428

1,390 ? 1,454

 ?

Daily natural gas equivalent midpoint ? mmcfe

3,855

3,895

 ?

YOY estimated production increase including asset sales

18%

1%

 ?

NYMEX Price(a) (for calculation of realized hedging
effects only):

Natural gas - $/mcf

$2.79

$3.75

Oil - $/bbl

$93.93

$90.00

 ?

Estimated Realized Hedging Effects (based on assumed NYMEX prices
above):

Natural gas - $/mcf

$0.29

$0.01

Oil - $/bbl

$0.81

$0.48

 ?

Estimated Gathering/Marketing/Transportation Differentials to NYMEX
Prices:

Natural gas - $/mcf

$1.00 ?1.10

$1.15 ? 1.25

Oil - $/bbl

$4.50 ? 6.50

$4.50 ? 6.50

NGL - $/bbl

$67.00 ? 70.00

$63.00 ? 67.00

 ?

Operating Costs per Mcfe of Projected Production:

Production expense

$0.95 ? 1.05

$0.95 ? 1.05

Production taxes (~5% of O&G revenues)

$0.15 ? 0.20

$0.25 ? 0.30

General and administrative(b)

$0.39 ? 0.44

$0.39 ? 0.44

Stock-based compensation (noncash)

$0.04 ? 0.06

$0.04 ? 0.06

DD&A of natural gas and liquids assets

$1.40 ? 1.60

$1.50 ? 1.70

Depreciation of other assets

$0.22 ? 0.27

$0.25 ? 0.30

Interest expense(c)

$0.05 ? 0.10

$0.05 ? 0.10

 ?

Other ($ millions):

Marketing, gathering and compression net margin(d)

$70 ? 80

$50 ? 75

Oilfield services net margin(d)

$175 ? 200

$200 ? 250

Other income (including certain equity investments)

$25

?

Net income attributable to noncontrolling interest(e)

($180) ? (200)

($200) ? (240)

 ?

Book Tax Rate

39%

39%


 ?


Weighted average shares outstanding (in millions):

Basic

640 ? 645

645 ? 650

Diluted

753 ? 758

758 ? 763

 ?


 ?

Year Ending

12/31/12

Year Ending

12/31/13


 ?
($ millions)

Operating cash flow before changes in assets and liabilities(f)(g)

$3,200 ? 3,250

$3,750 ? 4,750

 ?

Well costs on proved and unproved properties

($8,000 ? 8,500)

($5,750 ? 6,250)

Acquisition of unproved properties, net

($2,000)

($400)

Investment in oilfield services, midstream and other

($2,800 ? 3,100)

($850 ? 1,100)

Subtotal of net investment

($12,800 ? 13,600)

($7,000 ? 7,750)

 ?

Asset sales and other transactions

$13,000 ? 14,000

$4,250 ? 5,000

 ?

Interest, dividends and cash taxes

($1,100 ?1,350)

($1,000 ? 1,250)

 ?

 ?

Total budgeted cash flow surplus

$2,300

$0 ? 750


a) NYMEX natural gas prices and NYMEX oil prices have been updated for
actual contract prices through August and July, respectively.

b)
Excludes expenses associated with noncash stock-based compensation.

c)
Does not include gains or losses on interest rate derivatives.

d)
Includes revenue and operating costs and excludes depreciation and
amortization of other assets.

e) Net income attributable to
noncontrolling interests of Chesapeake Granite Wash Trust, CHK Utica,
L.L.C., CHK Cleveland Tonkawa, L.L.C. and Cardinal Gas Services, L.L.C.

f)
A non-GAAP financial measure. We are unable to provide a reconciliation
to projected cash provided by operating activities, the most comparable
GAAP measure, because of uncertainties associated with projecting future
changes in assets and liabilities.

g) Assumes NYMEX prices on open
contracts of $3.00 to $3.25 per mcf and $90.00 per bbl in 2012 and $3.25
to $4.25 per mcf and $90.00 per bbl in 2013.

Oil, NGL and Natural Gas Hedging Activities


Chesapeake enters into oil, NGL and natural gas derivative transactions
in order to mitigate a portion of its exposure to adverse changes in
market prices. Please see the quarterly reports on Form 10-Q and annual
reports on Form 10-K filed by Chesapeake with the Securities and
Exchange Commission for detailed information about derivative
instruments the company uses, its quarter-end derivative positions and
the accounting for oil, NGL and natural gas derivatives.


As of August 6, 2012, the company has the following open natural gas
swaps in place through 2012. The company currently has $212 million of
net hedging losses related to closed natural gas contracts and premiums
for call options for future production periods.


 ?


 ?

Open Swaps

(bcf)

 ?

Avg. NYMEX


Price of


Open Swaps


 ?

Forecasted


Natural Gas


Production


(bcf)


 ?

Open Swap


Positions


as a % of


Forecasted


Natural Gas


Production


 ?


Total Gains


(Losses) from


Closed Trades


and Premiums


for Call Options


($ in millions)


 ?


Total Gains from


Closed Trades


and Premiums


for Call Options


per mcf of


Forecasted


Natural Gas


Production


Q3 2012

 ?

167

 ?

$

3.02

 ?

 ?

 ?

$

32

 ?

Q4 2012

 ?

204

 ?

 ?

$

3.04

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

15

 ?

 ?

 ?

 ?

Q2-Q4 2012

 ?

371

 ?

 ?

$

3.03

 ?

 ?

584

 ?

 ?

64

%

 ?

$

47

 ?

 ?

$

0.08

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2013

 ?

0

 ?

 ?

$

0.00

 ?

 ?

1,050

 ?

 ?

0

%

 ?

$

16

 ?

 ?

$

0.01

Total 2014

 ?

0

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

(34

)

 ?

 ?

 ?

Total 2015

 ?

0

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

(110

)

 ?

 ?

 ?

Total 2016 ? 2022

 ?

0

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

(131

)

 ?

 ?

 ?

 ?

The company currently has the following natural gas written call
options in place for 2012 through 2020:


 ?

 ?

Call Options

(bcf)

 ?

Avg. NYMEX


Strike Price


 ?

Forecasted


Natural Gas


Production


(bcf)


 ?

Call Options


as a % of


Forecasted


Natural Gas


Production


Q3 2012

 ?

40

 ?

$

3.25

 ?

 ?

Q4 2012

 ?

41

 ?

 ?

 ?

3.25

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Q3-Q4 2012

 ?

81

 ?

 ?

$

3.25

 ?

 ?

584

 ?

 ?

14

%

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2013

 ?

251

 ?

 ?

$

6.31

 ?

 ?

1,050

 ?

 ?

24

%

Total 2014

 ?

330

 ?

 ?

$

6.43

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2015

 ?

116

 ?

 ?

$

6.45

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2016 ? 2020

 ?

349

 ?

 ?

$

8.18

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?


The company has the following natural gas basis protection swaps in
place for 2012 through 2022:


 ?

 ?

Volume (Bcf)

 ?

Avg. NYMEX less

2012

29

$

0.78

2013

44

$

0.21

2014 - 2022

67

 ?

$

0.42

Totals

140

 ?

$

0.43

 ?


As of August 6, 2012, the company has the following open crude oil swaps
in place for 2012 and through 2015. In addition, the company has $193
million of net hedging gains related to closed crude oil contracts and
premiums for call options for future production periods.


 ?

 ?

Open


Swaps


(mbbls)


 ?

Avg. NYMEX


Price of


Open Swaps


 ?

Forecasted


Liquids


Production


(mbbls)


 ?

Open Swap


Positions as


a % of


Forecasted


Liquids


Production


 ?


Total Gains


(Losses) from


Closed Trades


and Premiums


for Call Options


($millions)


 ?


Total Gains


(Losses) from


Closed Trades


and Premiums for


Call Options per


bbl of Forecasted


Liquids


Production


Q3 2012

 ?

3,754

 ?

$

101.56

 ?

 ?

 ?

$

(11

)

 ?

Q4 2012

 ?

3,841

 ?

 ?

 ?

101.12

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

(33

)

 ?

 ?

 ?

Q3-Q4 2012

 ?

7,595

 ?

 ?

$

101.34

 ?

 ?

24,816

 ?

 ?

31%

 ?

 ?

$

(44

)

 ?

$

(1.78)

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2013

 ?

3,122

 ?

 ?

$

94.06

 ?

 ?

62,000

 ?

 ?

5%

 ?

 ?

$

6

 ?

 ?

$

0.10

Total 2014

 ?

902

 ?

 ?

$

90.72

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

(151

)

 ?

 ?

 ?

Total 2015

 ?

500

 ?

 ?

$

88.75

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

265

 ?

 ?

 ?

 ?

Total 2016 ? 2021

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

$

117

 ?

 ?

 ?

 ?

 ?

The company currently has the following crude oil written call
options in place for 2011 through 2017:


 ?

 ?

Call Options

(mbbls)

 ?

Avg. NYMEX


Strike Price


 ?

Forecasted


Liquids


Production


(mbbls)


 ?

Call Options


as a % of


Forecasted Liquids


Production


Q3 2012

 ?

0

 ?

$

--

 ?

 ?

Q4 2012

 ?

460

 ?

 ?

 ?

106.72

 ?

 ?

 ?

 ?

 ?

 ?

Q3-Q4 2012

 ?

460

 ?

 ?

$

106.72

 ?

 ?

24,816

 ?

 ?

2%

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

 ?

Total 2013

 ?

15,633

 ?

 ?

$

100.50

 ?

 ?

62,000

 ?

 ?

25%

Total 2014

 ?

17,612

 ?

 ?

$

98.79

 ?

 ?

 ?

 ?

 ?

 ?

Total 2015

 ?

27,048

 ?

 ?

$

100.99

 ?

 ?

 ?

 ?

 ?

 ?

Total 2016 ? 2017

 ?

24,220

 ?

 ?

$

100.07

 ?

 ?

 ?

 ?

 ?

 ?


Chesapeake Energy Corporation

Investor Contacts:

Jeffrey L.
Mobley, CFA, 405-767-4763

jeff.mobley@chk.com

or

John
J. Kilgallon, 405-935-4441

john.kilgallon@chk.com

or

Media
Contacts:

Michael Kehs, 405-935-2560

michael.kehs@chk.com

or

Jim
Gipson, 405-935-1310

jim.gipson@chk.com