OKLAHOMA CITY, Nov. 3, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) today reported financial and operational results for the 2016 third quarter plus other recent developments. Highlights include:


    --  Enhanced operating and capital efficiencies drive 2016 third quarter
        average production of 638,100 boe per day
    --  Oil production of 86,600 barrels per day lower sequentially after
        divestiture impacts of 8,200 barrels per day in the 2016 third quarter;
        2016 fourth quarter oil production projected to be 90,000 to 95,000
        barrels per day
    --  Decrease in production expenses of $0.25 per boe sequentially, resulting
        in lower full-year 2016 and 2017 production expense guidance
    --  Improved financial flexibility following refinancing of near and
        mid-term maturities through new offerings and subsequent tender offers
    --  Enhanced operating flexibility through Barnett Shale exit, Mid-Continent
        and Rockies gathering agreement restructuring and significant reductions
        of future midstream commitments
    --  Total liquidity following Barnett Shale closing of approximately $3.7
        billion
    --  Over 60% and 50% of projected natural gas and oil production,
        respectively, hedged in 2017
    --  Exit rate production, driven by oil volumes, poised to grow
        significantly in 2017 and 2018

Doug Lawler, Chesapeake's Chief Executive Officer, commented, "We continue to make progress in reducing leverage, decreasing total cash costs and improving future midstream expenses. Our achievements in these areas, particularly in regard to our balance sheet, provide a stronger foundation for improving profitability and enhanced returns from our capital program in 2017 and beyond. As we have previously stated, our large resource base and significant inventory of high-return drilling opportunities offer long-term growth and flexibility for our shareholders."

2016 Third Quarter Results

For the 2016 third quarter, Chesapeake's revenues declined by 33% year over year due to a decrease in the average realized commodity prices received for its production, lower production volumes and a decrease in the volumes sold and prices received by the company's marketing affiliate on behalf of third-party producers. Average daily production for the 2016 third quarter of approximately 638,100 barrels of oil equivalent (boe) consisted of approximately 86,600 barrels (bbls) of oil, 2.914 billion cubic feet (bcf) of natural gas and 65,700 bbls of natural gas liquids (NGL).

Chesapeake's operating expenses continue to decline. Average production expenses during the 2016 third quarter were $2.80 per boe, while G&A expenses (including stock-based compensation) during the 2016 third quarter were $1.08 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2016 third quarter were $3.88 per boe, a decrease of 20% year over year and 5% from the 2016 second quarter. A summary of the company's production and operating cost guidance for 2016 and 2017 is provided in the Outlook dated November 3, 2016, beginning on Page 20.

Chesapeake reported a net loss available to common stockholders of $1.197 billion, or $1.54 per share, while the company's ebitda for the 2016 third quarter was a loss of $801 million. The primary drivers of the net loss were Barnett Shale exit costs of approximately $616 million and a noncash impairment of the carrying value of Chesapeake's oil and natural gas properties of approximately $433 million, largely resulting from decreases in the trailing 12-month average first-day-of-the-month oil and natural gas prices as of September 30, 2016, as compared to June 30, 2016. Adjusting for these and other items that are typically excluded by securities analysts, the 2016 third quarter adjusted net income available to common stockholders was $27 million, or $0.09 per common share, while the company's adjusted ebitda was $421 million in the 2016 third quarter. These adjusted results include a recorded gain of $146 million of proceeds related to the sale of a long-term natural gas supply contract which was sold in the 2016 third quarter and reflected in the company's marketing, gathering and compression revenues. Reconciliations of financial measures calculated in accordance with generally accepted accounting principles (GAAP) to non-GAAP measures are provided on pages 12 - 18 of this release.

Capital Spending Overview

Chesapeake's total capital investments were approximately $412 million during the 2016 third quarter, compared to approximately $623 million in the 2015 third quarter, as summarized in the table below. A summary of the company's capital expenditure guidance for 2016 and 2017 is provided in the Outlook dated November 3, 2016, beginning on Page 20.



                                                 2016  2016   2015

    Operated activity comparison                Q3     Q2   Q3
    ----------------------------               ---    ---   ---

    Average rig count                              11     9     18

    Gross wells completed                          80   131     84

    Gross wells spud                               63    49     81

    Gross wells connected                         105   141    112
    =====================                         ===   ===    ===


    Type of cost ($ in millions)

    Drilling and completion costs                     $332         $337  $467

    Exploration costs, leasehold and additions
     to other PP&E                                 21          56     57
    ------------------------------------------    ---         ---    ---

    Subtotal capital expenditures                     $353         $393  $524

    Capitalized interest                           59          63     99

    Total guided capital expenditures                 $412         $456  $623
    =================================                 ====         ====  ====

Balance Sheet and Liquidity

As of September 30, 2016, Chesapeake's debt principal balance was approximately $8.7 billion, including approximately $240 million of borrowings outstanding on the company's revolving credit facility, compared to $9.7 billion as of December 31, 2015, and $11.7 billion as of September 30, 2015.

During the 2016 third quarter, the company entered into a $1.5 billion secured five-year term loan facility. Chesapeake used the net proceeds from this term loan to purchase and retire $898 million principal amount of its senior notes and $708 million principal amount of its contingent convertible senior notes for $1.5 billion pursuant to tender offers.

In October 2016, Chesapeake issued in a private placement $1.25 billion principal amount of unsecured 5.5% Convertible Senior Notes due 2026. The company intends to use the net proceeds for general corporate purposes, which may include debt repurchases and the repayment of borrowings under its credit facility and senior notes with near-term maturities as they become due. Additionally, the company completed private exchanges in aggregate of approximately 110.3 million shares of its common stock for 134,000 shares of 5.00% Cumulative Convertible Preferred Stock (Series 2005B), 606,271 shares of 5.75% Cumulative Convertible Preferred Stock and 553,007 shares of 5.75% Cumulative Convertible Preferred Stock (Series A). This amount of preferred stock represents approximately $1.2 billion of liquidation value, which was exchanged at a discount of approximately 40%. The company also repurchased in the open market approximately $105 million principal amount of its outstanding debt scheduled to mature or that could be put to the company in 2017 and 2018 for $106 million.

Since September 30, 2015, Chesapeake has significantly reduced its near-term debt maturities. As of November 2, 2016, Chesapeake's principal debt maturities by year, including debt that could be put to the company, are as follows:



                                 Principal Amount
                                 ----------------

                          11/2/2016           9/30/2015
                          ---------           ---------

    2016                          $                   -             $500

    2017                        625                         2,212

    2018                        599                         1,016

    2019                        504                         1,500

    2020-2026 (a)             7,894                         6,496

    Total                                        $9,622           $11,724
    =====                                        ======           =======


    (a) Includes $1.25 billion principal amount of unsecured 5.5%
     Convertible Senior Notes issued on October 5, 2016.

Asset Acquisitions and Divestitures Update

In the 2016 third quarter, the company entered into an agreement to convey its interests in the Barnett Shale operating area located in North Texas to Total S.A. (NYSE: TOT) and simultaneously terminate future commitments associated with this asset. The transaction closed on October 31, 2016, and Chesapeake paid $334 million to terminate an existing gathering agreement with Williams Partners L.P. (NYSE: WPZ) ("Williams").

Also in the 2016 third quarter, the company entered into a purchase and sale agreement to sell the majority of its upstream and midstream assets in the Devonian Shale located in West Virginia and Kentucky, which includes approximately 882,000 net acres and approximately 5,600 wells along with related gathering assets, as well as other property, plant and equipment. Chesapeake will retain deep drilling rights in the area after the anticipated disposition. In connection with this divestiture, the company expects to repurchase one of its two remaining volumetric production payment (VPP) transactions. All of the acquired interests will be conveyed in the divestiture and the company will no longer have any future obligations related to this VPP. After the repurchase of this VPP, the company expects net cash proceeds from this disposition to be nominal.

In the 2016 third quarter, Chesapeake purchased additional working interests in certain of its operated properties in its Haynesville Shale operating area for approximately $85 million, adding approximately 72,500 net acres to its net acreage position and approximately 55 million cubic feet (mmcf) per day of net natural gas production.

The company continues to focus on select asset divestitures and is currently planning to sell additional properties by year-end 2016, including a portion of its Haynesville Shale properties.

Midstream Update

In addition to the gas gathering agreement termination with Williams in the Barnett Shale, Chesapeake renegotiated its existing cost-of-service gas gathering agreement with Williams in the Mid-Continent operating area to a fixed-fee arrangement in exchange for a $66 million payment in the 2016 third quarter. This new agreement became effective July 1, 2016.

The company also accelerated the value of a long-term natural gas supply contract in the 2016 third quarter by selling rights under a long-term gas supply agreement for $146 million in cash proceeds. In connection with this sale, the company reversed a $280 million derivative asset which was reflected as an unrealized hedging loss during the current quarter.

In October 2016, Chesapeake announced that it signed a letter of intent to restructure its natural gas gathering and service agreement in its Powder River Basin operating area with Williams and Crestwood Equity Partners L.P. (NYSE: CEQP). The restructured services are expected to replace the current cost-of-service arrangement and improve economics which support increased development across an expanded area of dedication in the region. Subject to board approvals from all three companies of the definitive agreement, the restructured services are to become effective January 1, 2017, for a 20-year term.

Operations Update

Chesapeake's average daily production for the 2016 third quarter was approximately 638,100 boe and is further detailed in the table below. For the 2016 fourth quarter, the company expects its average daily production to range between 550,000 and 570,000 boe (including approximately one month of production from the Barnett Shale assets). With average daily oil production of approximately 91,000 barrels per day for the month of October 2016, the company expects its average daily oil production to range between 90,000 and 95,000 barrels per day for the 2016 fourth quarter.

Chesapeake currently expects its exit rate production to grow significantly over the next two years. The company is currently projecting an exit-to-exit increase in total production from the fourth quarter of 2016 to the fourth quarter of 2017 of approximately 7%, adjusted for asset sales. More importantly, the company is projecting an exit-to-exit increase in its oil production from the fourth quarter of 2016 to the fourth quarter of 2017 of approximately 10%. For 2018, the company is currently projecting an increase in its total production from the fourth quarter of 2017 to the fourth quarter of 2018 of approximately 15%, primarily driven by an exit-to-exit increase in its oil production from the fourth quarter of 2017 to the fourth quarter of 2018 of approximately 20%. Chesapeake's projected growth rates are preliminary and its flexible capital expenditure program will be adjusted based on prevailing market conditions and are subject to final capital allocation decisions for 2017 and 2018.



                                  2016  2016   2015

    Operating area net production
     (mboe/day)                    Q3  Q2     Q3
    ----------------------------- ---        ---

    Eagle Ford                     101          92  108

    Haynesville                    139         126  106

    Marcellus                      134         134  135

    Utica                          127         137  106

    Mid-Continent                   55          78  118

    Powder River Basin              14          16   21

    Barnett                         59          65   63

    Other                            9           9   10

    Total production               638         657  667
    ================               ===         ===  ===

Chesapeake is currently utilizing 11 drilling rigs across its operating areas, three of which are located in the Eagle Ford Shale, three in the Haynesville Shale, three in the Mid-Continent area and two rigs in the Utica Shale. Chesapeake plans to utilize its existing rigs through year-end and plans to drill 50 to 60 wells and place approximately 100 to 110 wells on production in the 2016 fourth quarter.

Key Financial and Operational Results

The table below summarizes Chesapeake's key financial and operational results during the 2016 third quarter as compared to results in prior periods.




                                                                                                                                Three Months Ended
                                                                                                                                ------------------

                                                                                                                               09/30/16            06/30/16             09/30/15
                                                                                                                               --------            --------             --------

    Oil equivalent production (in mmboe)                                                                                             59                              60                    61

    Oil production (in mmbbls)                                                                                                        8                               8                    11

    Average realized oil price ($/bbl)(a)                                                                                      45.24                           44.31                 66.04

    Natural gas production (in bcf)                                                                                              268                             269                   263

    Average realized natural gas price ($/mcf)(a)                                                                               2.13                            1.97                  2.51

    NGL production (in mmbbls)                                                                                                     6                               7                     7

    Average realized NGL price ($/bbl)(a)                                                                                      13.70                           12.88                 10.90

    Production expenses ($/boe)                                                                                               (2.80)                         (3.05)               (4.09)

    Gathering, processing and transportation expenses ($/boe)                                                                 (8.07)                         (8.04)               (7.88)

    Oil - ($/bbl)                                                                                                             (3.67)                         (3.64)               (3.35)

    Natural Gas - ($/mcf)                                                                                                     (1.47)                         (1.48)               (1.49)

    NGL - ($/bbl)                                                                                                             (8.13)                         (7.61)               (8.03)

    Production taxes ($/boe)                                                                                                  (0.29)                         (0.32)               (0.42)

    General and administrative expenses ($/boe)(b)                                                                            (0.90)                         (0.86)               (0.64)

    Stock-based compensation ($/boe)                                                                                          (0.18)                         (0.16)               (0.15)

    DD&A of oil and natural gas properties ($/boe)                                                                            (4.35)                         (4.43)               (7.95)

    DD&A of other assets ($/boe)                                                                                              (0.42)                         (0.48)               (0.51)

    Interest expenses ($/boe)(a)                                                                                              (1.20)                         (1.00)               (1.41)

    Marketing, gathering and compression net margin ($ in millions)(c)                                                         (162)                           (25)                   58

    Operating cash flow ($ in millions)(d)                                                                                       209                             176                   476

    Operating cash flow ($/boe)                                                                                                 3.56                            2.94                  7.76

    Adjusted ebitda ($ in millions)(e)                                                                                           421                             252                   560

    Adjusted ebitda ($/boe)                                                                                                     7.17                            4.21                  9.12

    Net loss available to common stockholders ($ in millions)                                                                (1,197)                        (1,792)              (4,695)

    Loss per share - diluted ($)                                                                                              (1.54)                         (2.48)               (7.08)

    Adjusted net income (loss) available to common stockholders ($ in millions)(f)                                                27                           (145)                 (83)

    Adjusted income (loss) per share ($)(g)                                                                                     0.09                          (0.14)               (0.06)


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

                      (b)     Excludes expenses associated with stock-based compensation and restructuring and other
                              termination costs.

                      (c)     Includes revenue, operating expenses and unrealized gains (losses) on supply contract
                              derivatives, but excludes depreciation and amortization of other assets. For the three months
                              ended September 30, 2016, June 30, 2016 and September 30, 2015, unrealized gains (losses) were
                              ($280 million), ($37 million) and $70 million, respectively. Additionally, the three months
                              ended September 30, 2016 includes $146 million of proceeds related to the sale of the supply
                              contract.

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

                      (e)     Defined as net income before interest expense, income taxes and depreciation, depletion and
                              amortization expense, as adjusted to remove the effects of certain items detailed on page 18.

                      (f)     Defined as net income available to common stockholders, as adjusted to remove the effects of
                              certain items detailed on page 12.

                      (g)     We have revised our presentation of adjusted loss per share to exclude shares considered
                              antidilutive when calculating earnings per share in accordance with GAAP.

2016 Third Quarter Financial and Operational Results Conference Call Information

A conference call to discuss this release has been scheduled on Thursday, November 3, 2016, at 9:00 am EDT. The telephone number to access the conference call is 913-312-6668 or toll-free 888-609-5667. The passcode for the call is 2510197. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112 and the passcode for the replay is 2510197. The conference call will be webcast and can be found at www.chk.com in the "Investors" section of the company's website. The webcast of the conference will be available on the website for one year.

Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.

This news release and the accompanying Outlook 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. They include statements that give our current expectations or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrative expenses, capital expenditures, the timing of anticipated noncore asset sales and proceeds to be received therefrom, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, plans and objectives for future operations (including our ability to optimize base production and execute gas gathering agreements), the ability of our employees, portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Although we believe the expectations and forecasts reflected in the forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties.

Factors that could cause actual results to differ materially from expected results include those described under "Risk Factors" in Item 1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake's subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; our inability to access the capital markets on favorable terms or at all; the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations; a further downgrade in our credit rating requiring us to post more collateral under certain commercial arrangements; write-downs of our oil and natural gas asset carrying values due to low commodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilities and the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims; charges incurred in response to market conditions and in connection with our ongoing actions to reduce financial leverage and complexity; drilling and operating risks and resulting liabilities; effects of environmental protection laws and regulation on our business; legislative and regulatory initiatives further regulating hydraulic fracturing; our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposals affecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competition in the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negative public perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraints and transportation interruptions; terrorist activities and cyber-attacks adversely impacting our operations; potential challenges of our spin-off of Seventy Seven Energy Inc. (SSE) in connection with SSE's recently completed bankruptcy under Chapter 11 of the U.S. Bankruptcy Code; an interruption in operations at our headquarters due to a catastrophic event; the continuation of suspended dividend payments on our common stock and preferred stock; certain anti-takeover provisions that affect shareholder rights; and our inability to increase or maintain our liquidity through debt repurchases, capital exchanges, asset sales, joint ventures, farmouts or other means.

In addition, 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. Our production forecasts are also dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Expected asset sales may not be completed in the time frame anticipated or at all. 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 any of the information provided in this release or the accompanying Outlook, except as required by applicable law.



    INVESTOR CONTACT:                 MEDIA CONTACT:

    Brad Sylvester, CFA               Gordon Pennoyer

    (405) 935-8870
                                      (405) 935-8878

    ir@chk.com                       
    media@chk.com


                                                 CHESAPEAKE ENERGY CORPORATION

                                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                             ($ in millions, except per share data)

                                                          (unaudited)


                                                                     Three Months Ended
                                                                     September 30,
                                                                     -------------

                                                                   2016                 2015
                                                                   ----                 ----

    REVENUES:

    Oil, natural gas and NGL                                                $1,177                       $1,363

    Marketing, gathering and compression                          1,099                         2,013

    Total Revenues                                                2,276                         3,376
                                                                  -----                         -----

    OPERATING EXPENSES:

    Oil, natural gas and NGL production                             164                           251

    Oil, natural gas and NGL gathering,
     processing and transportation                                  473                           483

    Production taxes                                                 17                            25

    Marketing, gathering and compression                          1,261                         1,955

    General and administrative                                       63                            49

    Restructuring and other termination
     costs                                                            -                           53

    Provision for legal contingencies                                 8                             -

    Oil, natural gas and NGL depreciation,
     depletion and amortization                                     255                           488

    Depreciation and amortization of other
     assets                                                          25                            31

    Impairment of oil and natural gas
     properties                                                     433                         5,416

    Impairments of fixed assets and other                           751                            79

    Net gains on sales of fixed assets                                -                          (1)
                                                                    ---                          ---

    Total Operating Expenses                                      3,450                         8,829
                                                                  -----                         -----

    LOSS FROM OPERATIONS                                        (1,174)                      (5,453)
                                                                 ------                        ------

    OTHER INCOME (EXPENSE):

    Interest expense                                               (73)                         (88)

    Losses on investments                                           (1)                         (33)

    Gains on purchases or exchanges of
     debt                                                            87                             -

    Other income (expense)                                            7                           (2)
                                                                    ---                           ---

    Total Other Income (Expense)                                     20                         (123)
                                                                    ---                          ----

    LOSS BEFORE INCOME TAXES                                    (1,154)                      (5,576)
                                                                 ------                        ------

    INCOME TAX BENEFIT:

    Current income taxes                                              -                            -

    Deferred income taxes                                             -                        (937)
                                                                    ---                         ----

    Total Income Tax Benefit                                          -                        (937)
                                                                    ---                         ----

    NET LOSS                                                    (1,154)                      (4,639)

    Net income attributable to
     noncontrolling interests                                       (1)                         (13)
                                                                    ---                           ---

    NET LOSS ATTRIBUTABLE TO CHESAPEAKE                         (1,155)                      (4,652)
                                                                 ------                        ------

    Preferred stock dividends                                      (42)                         (43)
                                                                                                 ---

    NET LOSS AVAILABLE TO COMMON
     STOCKHOLDERS                                                         $(1,197)                    $(4,695)
                                                                           =======                      =======

    LOSS PER COMMON SHARE:

    Basic                                                                  $(1.54)                     $(7.08)
                                                                            ======                       ======

    Diluted                                                                $(1.54)                     $(7.08)
                                                                            ======                       ======

    WEIGHTED AVERAGE COMMON AND COMMON

          EQUIVALENT SHARES OUTSTANDING (in
           millions):

    Basic                                                           777                           663
                                                                    ===                           ===

    Diluted                                                         777                           663
                                                                    ===                           ===


                                                  CHESAPEAKE ENERGY CORPORATION

                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                             ($ in millions, except per share data)

                                                           (unaudited)


                                                                          Nine Months Ended
                                                                          September 30,
                                                                          -------------

                                                                   2016                        2015
                                                                   ----                        ----

    REVENUES:

    Oil, natural gas and NGL                                                $2,610                        $4,122

    Marketing, gathering and compression                          3,241                         5,993

    Total Revenues                                                5,851                        10,115
                                                                  -----                        ------

    OPERATING EXPENSES:

    Oil, natural gas and NGL production                             552                           826

    Oil, natural gas and NGL gathering,
     processing and transportation                                1,436                         1,429

    Production taxes                                                 54                            87

    Marketing, gathering and compression                          3,410                         5,751

    General and administrative                                      172                           174

    Restructuring and other termination
     costs                                                            3                            39

    Provision for legal contingencies                               112                           359

    Oil, natural gas and NGL depreciation,
     depletion and amortization                                     791                         1,773

    Depreciation and amortization of other
     assets                                                          83                           100

    Impairment of oil and natural gas
     properties                                                   2,331                        15,407

    Impairments of fixed assets and other                           795                           167

    Net (gains) losses on sales of fixed
     assets                                                         (5)                            3
                                                                    ---                           ---

    Total Operating Expenses                                      9,734                        26,115
                                                                  -----                        ------

    LOSS FROM OPERATIONS                                        (3,883)                     (16,000)
                                                                 ------                       -------

    OTHER INCOME (EXPENSE):

    Interest expense                                              (197)                        (210)

    Losses on investments                                           (3)                         (57)

    Loss on sale of investment                                     (10)                            -

    Gains on purchases or exchanges of
     debt                                                           255                             -

    Other income                                                     13                             3
                                                                    ---                           ---

    Total Other Income (Expense)                                     58                         (264)
                                                                    ---                          ----

    LOSS BEFORE INCOME TAXES                                    (3,825)                     (16,264)
                                                                 ------                       -------

    INCOME TAX BENEFIT:

    Current income taxes                                              -                          (6)

    Deferred income taxes                                             -                      (3,808)
                                                                    ---                       ------

    Total Income Tax Benefit                                          -                      (3,814)
                                                                    ---                       ------

    NET LOSS                                                    (3,825)                     (12,450)

    Net income attributable to
     noncontrolling interests                                       (1)                         (50)
                                                                    ---                           ---

    NET LOSS ATTRIBUTABLE TO CHESAPEAKE                         (3,826)                     (12,500)
                                                                 ------                       -------

    Preferred stock dividends                                     (127)                        (128)

    NET LOSS AVAILABLE TO COMMON
     STOCKHOLDERS                                                         $(3,953)                    $(12,628)
                                                                           =======                      ========

    LOSS PER COMMON SHARE:

    Basic                                                                  $(5.47)                     $(19.07)
                                                                            ======                       =======

    Diluted                                                                $(5.47)                     $(19.07)
                                                                            ======                       =======

    WEIGHTED AVERAGE COMMON AND COMMON

          EQUIVALENT SHARES OUTSTANDING (in
           millions):

    Basic                                                           722                           662
                                                                    ===                           ===

    Diluted                                                         722                           662
                                                                    ===                           ===


                        CHESAPEAKE ENERGY CORPORATION

                    CONDENSED CONSOLIDATED BALANCE SHEETS

                               ($ in millions)

                                 (unaudited)


                               September 30,              December 31,

                                        2016                       2015
                                        ----                       ----


    Cash and
     cash
     equivalents                                     $4                           $825

    Other
     current
     assets                            1,063                             1,655

    Total
     Current
     Assets                            1,067                             2,480
                                       -----                             -----


    Property
     and
     equipment,
     (net)                            11,051                            14,298

    Other
     assets                              405                               536
                                         ---                               ---

    Total
     Assets                                     $12,523                        $17,314
                                                =======                        =======


    Current
     liabilities                                 $3,606                         $3,685

    Long-term
     debt, net                         9,022                            10,311

    Other
     long-
     term
     liabilities                         827                               921

    Total
     Liabilities                      13,455                            14,917
                                      ------                            ------


    Preferred
     stock                             3,036                             3,062

     Noncontrolling
     interests                           259                               259

    Common
     stock and
     other
     stockholders'
     equity                          (4,227)                            (924)
                                      ------                              ----

    Total
     Equity                            (932)                            2,397
                                        ----                             -----


    Total
     Liabilities
     and
     Equity                                     $12,523                        $17,314
                                                =======                        =======


    Common
     shares
     outstanding
     (in
     millions)                           776                               663
                                         ===                               ===

    Principal
     amount of
     debt
     outstanding                                 $8,717                         $9,706
                                                 ======                         ======


                                                                                                                       CHESAPEAKE ENERGY CORPORATION

                                                                                            SUPPLEMENTAL DATA - OIL, NATURAL GAS AND NGL PRODUCTION, SALES AND INTEREST EXPENSE

                                                                                                                                (unaudited)


                                                                  Three Months Ended                         Nine Months Ended
                                                                    September 30,                              September 30,
                                                                    -------------                              -------------

                                                             2016                               2015                      2016                               2015
                                                             ----                               ----                      ----                               ----

    Net Production:

    Oil (mmbbl)                                                 8                                             11                                              25                     32

    Natural gas (bcf)                                         268                                            263                                             814                    802

    NGL (mmbbl)                                                 6                                              7                                              19                     21

    Oil equivalent (mmboe)                                     59                                             61                                             180                    187


    Oil, natural gas and NGL Sales
     ($ in millions):

    Oil sales                                                                      $342                                                        $469                               $952  $1,549

    Oil derivatives - realized
     gains (losses)(a)                                         18                                            224                                             102                    641

    Oil derivatives - unrealized
     gains (losses)(a)                                         23                                          (100)                                          (217)                 (444)

    Total Oil Sales                                           383                                            593                                             837                  1,746
                                                              ---                                            ---                                             ---                  -----


    Natural gas sales                                         622                                            590                                           1,545                  1,937

    Natural gas derivatives -
     realized gains (losses)(a)                              (50)                                            70                                             192                    341

    Natural gas derivatives -
     unrealized gains (losses)(a)                             131                                             33                                           (204)                 (198)
                                                              ---                                            ---                                            ----                   ----

    Total Natural Gas Sales                                   703                                            693                                           1,533                  2,080
                                                              ---                                            ---                                           -----                  -----


    NGL sales                                                  84                                             77                                             247                    296

    NGL derivatives - realized
     gains (losses)(a)                                        (2)                                             -                                            (5)                     -

    NGL derivatives - unrealized
     gains (losses)(a)                                          9                                              -                                            (2)                     -
                                                                                                                                                           ---

    Total NGL Sales                                            91                                             77                                             240                    296
                                                              ---                                            ---                                             ---                    ---

    Total Oil, Natural Gas and NGL
     Sales                                                                       $1,177                                                      $1,363                             $2,610  $4,122
                                                                                 ======                                                      ======                             ======  ======


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

    Oil ($ per bbl)                                                              $42.94                                                      $44.60                             $38.21  $47.90

    Natural gas ($ per mcf)                                                       $2.32                                                       $2.25                              $1.90   $2.41

    NGL ($ per bbl)                                                              $13.93                                                      $10.90                             $12.90  $14.06

    Oil equivalent ($ per boe)                                                   $17.86                                                      $18.52                             $15.27  $20.21


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

    Oil ($ per bbl)                                                              $45.24                                                      $66.04                             $42.31  $67.73

    Natural gas ($ per mcf)                                                       $2.13                                                       $2.51                              $2.13   $2.84

    NGL ($ per bbl)                                                              $13.70                                                      $10.90                             $12.66  $14.06

    Oil equivalent ($ per boe)                                                   $17.30                                                      $23.33                             $16.88  $25.47


    Interest Expense ($ in
     millions):

    Interest(b)                                                                     $74                                                         $88                               $199    $222

    Interest rate derivatives -
     realized (gains) losses(c)                               (3)                                           (2)                                            (9)                   (4)

    Interest rate derivatives -
     unrealized (gains) losses(c)                               2                                              2                                               7                    (8)

    Total Interest Expense                                                          $73                                                         $88                               $197    $210
                                                                                    ===                                                         ===                               ====    ====


                          (a)     Realized gains and losses include the following items: (i) settlements of
                                  nondesignated derivatives related to current period production revenues, (ii) prior
                                  period settlements for option premiums and for early-terminated derivatives
                                  originally scheduled to settle against current period production revenues, and (iii)
                                  gains and losses related to de-designated cash flow hedges originally designated to
                                  settle against current period production revenues. Unrealized gains and losses
                                  include the change in fair value of open derivatives scheduled to settle against
                                  future period production revenues offset by amounts reclassified as realized gains
                                  and losses during the period. Although we no longer designate our derivatives as
                                  cash flow hedges for accounting purposes, we believe these definitions are useful to
                                  management and investors in determining the effectiveness of our price risk
                                  management program.


                          (b)    Net of amounts capitalized.


                          (c)     Realized (gains) losses include settlements related to the current period interest
                                  accrual and the effect of (gains) losses on early termination trades. Unrealized
                                  (gains) losses include changes in the fair value of open interest rate derivatives
                                  offset by amounts reclassified to realized (gains) losses during the period.




                                                                                                                          CHESAPEAKE ENERGY CORPORATION

                                                                                                                      CONDENSED CONSOLIDATED CASH FLOW DATA

                                                                                                                                 ($ in millions)

                                                                                                                                   (unaudited)


    THREE MONTHS ENDED:                                                                                                                                     September 30,     September 30,
                                                                                                                                                                  2016               2015
    ---                                                                                                                                                           ----               ----


    Beginning cash                                                                                                                                                         $4                      $2,051
                                                                                                                                                                          ---                      ------


    Net cash provided by operating activities                                                                                                                      376                         318
                                                                                                                                                                   ---


    Cash flows from investing activities:

    Drilling and completion costs(a)                                                                                                                             (339)                      (528)

    Acquisitions of proved and unproved properties(b)                                                                                                            (157)                      (141)

    Proceeds from divestitures of proved and unproved properties                                                                                                    24                         174

    Additions to other property and equipment(c)                                                                                                                   (7)                       (21)

    Proceeds from sales of other property and equipment                                                                                                              -                         73

    Decrease in restricted cash                                                                                                                                      -                         52

    Other                                                                                                                                                          (1)                        (2)
                                                                                                                                                                   ---                         ---

    Net cash used in investing activities                                                                                                                        (480)                      (393)
                                                                                                                                                                  ----                        ----


    Net cash provided by (used in) financing activities                                                                                                            104                       (217)
                                                                                                                                                                   ---                        ----

    Change in cash and cash equivalents                                                                                                                              -                      (292)
                                                                                                                                                                   ---                       ----

    Ending cash                                                                                                                                                            $4                      $1,759
                                                                                                                                                                          ===                      ======


                      (a)     Includes capitalized interest of $1 million and $3 million for the three months ended
                              September 30, 2016 and 2015, respectively.


                      (b)     Includes capitalized interest of $56 million and $93 million for the three months ended
                              September 30, 2016 and 2015, respectively.


                      (c)     Includes capitalized interest of a nominal amount and $1 million for the three months
                              ended September 30, 2016 and 2015, respectively.




                                                                                                                        CHESAPEAKE ENERGY CORPORATION

                                                                                                                    CONDENSED CONSOLIDATED CASH FLOW DATA

                                                                                                                               ($ in millions)

                                                                                                                                 (unaudited)


    NINE MONTHS ENDED:                                                                                                                                    September 30,      September 30,
                                                                                                                                                                                            2015
                                                                                                                                                                2016
    ---                                                                                                                                                         ----


    Beginning cash                                                                                                                                                      $825                        $4,108
                                                                                                                                                                        ----                        ------


    Net cash provided by operating activities                                                                                                                     50                          1,055
                                                                                                                                                                 ---


    Cash flows from investing activities:

    Drilling and completion costs(a)                                                                                                                           (948)                       (2,696)

    Acquisitions of proved and unproved properties(b)                                                                                                          (583)                         (407)

    Proceeds from divestitures of proved and unproved properties                                                                                                 988                            188

    Additions to other property and equipment(c)                                                                                                                (32)                         (114)

    Proceeds from sales of other property and equipment                                                                                                           70                             80

    Cash paid for title defects                                                                                                                                 (69)                             -

    Additions to investments                                                                                                                                       -                           (1)

    Decrease in restricted cash                                                                                                                                    -                            52

    Other                                                                                                                                                        (5)                           (7)
                                                                                                                                                                 ---                            ---

    Net cash used in investing activities                                                                                                                      (579)                       (2,905)
                                                                                                                                                                ----                         ------


    Net cash used in financing activities                                                                                                                      (292)                         (499)
                                                                                                                                                                ----                           ----

    Change in cash and cash equivalents                                                                                                                        (821)                       (2,349)
                                                                                                                                                                ----                         ------

    Ending cash                                                                                                                                                           $4                        $1,759
                                                                                                                                                                         ===                        ======


                      (a)     Includes capitalized interest of $5 million and $21 million for the nine months ended
                              September 30, 2016 and 2015, respectively.


                      (b)     Includes capitalized interest of $179 million and $305 million for the nine months
                              ended September 30, 2016 and 2015, respectively.


                      (c)     Includes capitalized interest of $1 million and $3 million for the nine months ended
                              September 30, 2016 and 2015, respectively.


                                              CHESAPEAKE ENERGY CORPORATION

                         RECONCILIATION OF ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

                                          (in millions, except per share data)

                                                       (unaudited)


    THREE MONTHS ENDED:                                                September 30, 2016
    -------------------                                             ------------------

                                                                $              Shares(a)                 $/Share(c) (d)
                                                              ---              ---------                 --------------

    Net loss available to common
     stockholders                                                   $(1,197)                     777                             $(1.54)


    Adjustments:

    Unrealized gains on commodity
     derivatives                                            (163)                                                                (0.21)

    Unrealized losses on supply
     contract derivatives                                     280                                                                   0.36

    Provision for legal
     contingencies                                              8                                                                   0.01

    Impairment of oil and natural
     gas properties                                           433                                                                   0.56

    Impairments of fixed assets and
     other                                                    751                                                                   0.97

    Gains on purchases or exchanges
     of debt                                                 (87)

                                                                                                                               (0.11)

    Other                                                       2                                                                      -

    Tax effect of above items(b)                                -                                                                     -

    Adjusted net income available to
     common stockholders(c) (Non-
     GAAP)                                                     27                                                                   0.04
                                                              ---                                                                   ----


    Preferred stock dividends                                  42                                                                   0.05
                                                              ---                                                                   ----
                                                                                                                               $
    0.09
    Total adjusted net income
     attributable to Chesapeake(c)
     (d) (Non-GAAP)                                                      $69
                                                                         ===


                                                (a)     Weighted average common and common equivalent shares
                                                        outstanding do not include 113 million shares that were
                                                        considered antidilutive for calculating earnings per
                                                        share in accordance with GAAP.


                                                (b)     Our effective tax rate in the three months ended
                                                        September 30, 2016 was 0%; thus, there is no tax effect
                                                        on the reconciling adjustments.


                                                (c)     Adjusted net income and adjusted earnings per common
                                                        share are not measures of financial performance under
                                                        accounting principles generally accepted in the United
                                                        States (GAAP), and should not be considered as an
                                                        alternative to net income available to common
                                                        stockholders or earnings per share.  Adjusted net income
                                                        available to common stockholders and adjusted earnings
                                                        per share exclude certain items that management believes
                                                        affect the comparability of operating results. The
                                                        company believes these adjusted financial measures are a
                                                        useful adjunct to earnings calculated in accordance with
                                                        GAAP because:


                                                                       (i)    Management uses adjusted net income available to
                                                                                common stockholders to evaluate the company's
                                                                                operational trends and performance relative to
                                                                                other oil and natural gas 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.


                                                (d)     We have revised our presentation of adjusted loss per
                                                        share to exclude shares considered antidilutive when
                                                        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)


    THREE MONTHS ENDED:                                                                       September 30, 2015
    -------------------                                                                  ------------------

                                                                                      $                           Shares(a)              $/Share(c) (d)
                                                                                    ---                           ---------              --------------

    Net loss available to common stockholders                                                          $(4,695)                                     663                  $(7.08)


    Adjustments:

    Unrealized losses on commodity derivatives                                       67                                                                    0.10

    Unrealized gains on supply contract derivatives                                (70)                                                                 (0.10)

    Restructuring and other termination costs                                        53                                                                    0.08

    Impairment of oil and natural gas properties                                  5,416                                                                    8.17

    Impairments of fixed assets and other                                            79                                                                    0.12

    Net gains on sales of fixed assets                                              (1)                                                                      -

    Tax effect of above items(b)                                                  (932)                                                                 (1.41)

    Adjusted net loss available to common
     stockholders(c) (Non-GAAP)                                                    (83)                                                                 (0.12)
                                                                                    ---                                                                   -----


    Preferred stock dividends                                                        43                                                                    0.06
                                                                                    ---                                                                    ----

    Total adjusted net loss attributable to
     Chesapeake(c) (d) (Non-GAAP)                                                                         $(40)                                                 $(0.06)
                                                                                                           ====                                                   ======


                           (a)     Weighted average common and common equivalent shares outstanding do
                                   not include 113 million shares that were considered antidilutive
                                   for calculating earnings per share in accordance with GAAP.


                           (b)     Our effective tax rate in the three months ended September 30, 2015
                                   was 16.8%.


                           (c)     Adjusted net income and adjusted earnings per common share are not
                                   measures of financial performance under accounting principles
                                   generally accepted in the United States (GAAP), and should not be
                                   considered as an alternative to net income available to common
                                   stockholders or earnings per share.  Adjusted net income available
                                   to common stockholders and adjusted earnings per share exclude
                                   certain items that management believes affect the comparability of
                                   operating results. The company believes these adjusted financial
                                   measures are a useful adjunct to earnings calculated in accordance
                                   with GAAP because:


                                        (i)    Management uses adjusted net income available to common
                                               stockholders to evaluate the company's operational trends and
                                               performance relative to other oil and natural gas 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.


                           (d)     We have revised our presentation of adjusted loss per share to
                                   exclude shares considered antidilutive when 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)


    NINE MONTHS ENDED:                                                                       September 30, 2016
    ------------------                                                                  ------------------

                                                                                     $                           Shares(a)              $/Share(c) (d)
                                                                                   ---                           ---------              --------------

    Net loss available to common stockholders                                                         $(3,953)                                     722                  $(5.47)


    Adjustments:

    Unrealized losses on commodity derivatives                                     423                                                                    0.58

    Unrealized losses on supply contract
     derivatives                                                                   297                                                                    0.41

    Restructuring and other termination costs                                        3                                                                       -

    Provision for legal contingencies                                              112                                                                    0.16

    Impairment of oil and natural gas properties                                 2,331                                                                    3.23

    Impairments of fixed assets and other                                          795                                                                    1.10

    Net gains on sales of fixed assets                                             (5)                                                                 (0.01)

    Loss on sale of investment                                                      10                                                                    0.01

    Gains on purchases or exchanges of debt                                      (255)                                                                 (0.35)

    Tax rate adjustment                                                              -                                                                      -

    Other                                                                            8                                                                    0.01

    Tax effect of above items(b)                                                     -                                                                      -

    Adjusted net loss available to common
     stockholders(c) (Non-GAAP)                                                  (234)                                                                 (0.33)
                                                                                  ----                                                                   -----


    Preferred stock dividends                                                      127                                                                    0.18

    Total adjusted net loss attributable to
     Chesapeake(c) (d) (Non-GAAP)                                                                       $(107)                                                 $(0.15)
                                                                                                         =====                                                   ======


                          (a)     Weighted average common and common equivalent shares outstanding do
                                  not include 113 million shares that were considered antidilutive
                                  for calculating earnings per share in accordance with GAAP.


                          (b)     Our effective tax rate in the nine months ended September 30, 2016
                                  was 0%; thus, there is no tax effect on the reconciling
                                  adjustments.


                          (c)     Adjusted net income and adjusted earnings per share are not
                                  measures of financial performance under accounting principles
                                  generally accepted in the United States (GAAP), and should not be
                                  considered as an alternative to net income available to common
                                  stockholders or earnings per share.  Adjusted net income available
                                  to common stockholders and adjusted earnings per share exclude
                                  certain items that management believes affect the comparability of
                                  operating results. The company believes these adjusted financial
                                  measures are a useful adjunct to earnings calculated in accordance
                                  with GAAP because:


                                       (i)    Management uses adjusted net income available to common
                                              stockholders to evaluate the company's operational trends and
                                              performance relative to other oil and natural gas 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.


                          (d)     We have revised our presentation of adjusted loss per share to
                                  exclude shares considered antidilutive when 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)


    NINE MONTHS ENDED:                                             September 30, 2015
    ------------------                                           ------------------

                                                              $                    Shares(a)                    $/Share(c) (d)
                                                            ---                    --------                       ------------
                                                                                                                                 (19.07)
    Net loss available to common
     stockholders                                                 $(12,628)                                 662                $


    Adjustments:

    Unrealized losses on commodity
     derivatives                                            642                                                                              0.97

    Unrealized gains on supply
     contract derivatives                                 (290)                                                                            (0.44)

    Restructuring and other
     termination costs                                       39                                                                              0.06

    Provision for legal
     contingencies                                          359                                                                              0.54

    Impairment of oil and natural
     gas properties                                      15,407                                                                             23.27

    Impairments of fixed assets and
     other                                                  167                                                                              0.25

    Net losses on sales of fixed
     assets                                                   3                                                                                 -

    Tax rate adjustment                                    (17)                                                                          (0.02)

    Other                                                  (17)                                                                          (0.02)

    Tax effect of above items(b)                        (3,827)                                                                          (5.78)
                                                         ------

    Adjusted net loss available to
     common stockholders(c) (Non-
     GAAP)                                                (162)                                                                            (0.24)
                                                           ----                                                                           -----


    Preferred stock dividends                               128                                                                            0.19
                                                            ---

    Total adjusted net loss
     attributable to Chesapeake(c)
     (d) (Non-GAAP)                                                   $(34)                                                                 (0.05)
                                                                       ====                                                                 =====


                                              (a)     Weighted average common and common equivalent shares
                                                      outstanding do not include 115 million shares that were
                                                      considered antidilutive for calculating earnings per share in
                                                      accordance with GAAP.


                                              (b)     Our effective tax rate in the nine months ended September 30,
                                                      2015 was 23.5%.


                                              (c)     Adjusted net income and adjusted earnings per common share are
                                                      not measures of financial performance under accounting
                                                      principles generally accepted in the United States (GAAP),
                                                      and should not be considered as an alternative to net income
                                                      available to common stockholders or earnings per share.
                                                      Adjusted net income available to common stockholders and
                                                      adjusted earnings per share exclude certain items that
                                                      management believes affect the comparability of operating
                                                      results. The company believes these adjusted financial
                                                      measures are a useful adjunct to earnings calculated in
                                                      accordance with GAAP because:


                                                            (i)    Management uses adjusted net income available to common
                                                                   stockholders to evaluate the company's operational
                                                                   trends and performance relative to other oil and
                                                                   natural gas 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.


                                              (d)     We have revised our presentation of adjusted loss per share to
                                                      exclude shares considered antidilutive when calculating
                                                      earnings per share in accordance with GAAP.


                            CHESAPEAKE ENERGY CORPORATION

                   RECONCILIATION OF OPERATING CASH FLOW AND EBITDA

                                   ($ in millions)

                                     (unaudited)


    THREE MONTHS
     ENDED:                     September 30,             September 30,

                                         2016                       2015
    ---                                  ----                       ----


    CASH PROVIDED
     BY OPERATING
     ACTIVITIES                                    $376                       $318

    Changes in
     assets and
     liabilities                        (167)                            158
                                         ----                             ---

    OPERATING CASH
     FLOW(a)                                       $209                       $476
                                                   ====                       ====



    THREE MONTHS
     ENDED:        September 30,          September 30,
                            2016                    2015
    ---                     ----                    ----


    NET LOSS                     $(1,154)                       $(4,639)

    Interest
     expense                  73                             88

    Income tax
     benefit                   -                         (937)

    Depreciation
     and
     amortization
     of other
     assets                   25                             31

    Oil, natural
     gas and NGL
     depreciation,
     depletion and
     amortization            255                            488
                             ---                            ---

    EBITDA(b)                      $(801)                       $(4,969)
                                    =====                         =======



    THREE MONTHS ENDED:                                      September 30,             September 30,
                                                                      2016                       2015
    ---                                                               ----                       ----


    CASH PROVIDED BY OPERATING ACTIVITIES                                       $376                                 $318

    Changes in assets and liabilities                                (167)                                 158

    Interest expense, net of unrealized gains
     (losses) on derivatives                                            71                                   86

    Gains on commodity derivatives, net                                129                                  227

    Gains (losses) on supply contract
     derivatives, net                                                (134)                                  70

    Cash receipts on commodity and supply
     contract derivative settlements, net                            (101)                               (223)

    Amendment of natural gas gathering contract                         66                                    -

    Stock-based compensation                                          (15)                                (18)

    Restructuring and other termination costs                            1                                 (53)

    Provision for legal contingencies                                   27                                    -

    Impairment of oil and natural gas
     properties                                                      (433)                             (5,416)

    Impairments of fixed assets and other                            (751)                                (79)

    Net gains on sales of fixed assets                                   -                                   1

    Investment activity                                                (1)                                (33)

    Gains on purchases or exchanges of debt                             87                                    -

    Other items                                                         44                                  (7)
                                                                       ---                                  ---

    EBITDA(b)                                                                 $(801)                            $(4,969)
                                                                               =====                              =======


                                                (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 GAAP.  Operating
                                                    cash flow is widely accepted as a financial indicator of
                                                    an oil and natural gas company's ability to generate
                                                    cash that 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 oil and natural
                                                    gas 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 before interest expense,
                                                    income taxes, 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)


    NINE MONTHS
     ENDED:                     September 30,              September 30,
                                         2016                          2015
    ---                                  ----                          ----


    CASH PROVIDED
     BY OPERATING
     ACTIVITIES                                     $50                       $1,055

    Changes in
     assets and
     liabilities                          598                             877
                                          ---                             ---

    OPERATING
     CASH FLOW(a)                                  $648                       $1,932
                                                   ====                       ======



    NINE MONTHS ENDED: September 30,          September 30,
                                2016                    2015
    ---                         ----                    ----


    NET LOSS                         $(3,825)                  $(12,450)

    Interest expense             197                       210

    Income tax benefit             -                  (3,814)

    Depreciation and
     amortization of
     other assets                 83                       100

    Oil, natural gas
     and NGL
     depreciation,
     depletion and
     amortization                791                     1,773
                                 ---                     -----

    EBITDA(b)                        $(2,754)                  $(14,181)
                                      =======                    ========



    NINE MONTHS ENDED:                                       September 30,                  September 30,
                                                                      2016                             2015
    ---                                                               ----                             ----


    CASH PROVIDED BY OPERATING ACTIVITIES                                         $50                             $1,055

    Changes in assets and liabilities                                  598                                877

    Interest expense, net of unrealized gains
     (losses) on derivatives                                           190                                218

    Gains (losses) on commodity derivatives,
     net                                                             (134)                               340

    Gains (losses) on supply contract
     derivatives, net                                                (151)                               290

    Cash receipts on commodity and supply
     contract derivative settlements, net                            (487)                             (859)

    Amendment of natural gas gathering contract                         66                                  -

    Stock-based compensation                                          (40)                              (61)

    Restructuring and other termination costs                          (1)                              (39)

    Provision for legal contingencies                                 (77)                             (359)

    Impairment of oil and natural gas
     properties                                                    (2,331)                          (15,407)

    Impairments of fixed assets and other                            (785)                             (159)

    Net gains (losses) on sales of fixed assets                          5                                (3)

    Investment activity                                               (13)                              (57)

    Gains on purchases or exchanges of debt                            255                                  -

    Other items                                                        101                               (17)
                                                                       ---                                ---

    EBITDA(b)                                                                $(2,754)                         $(14,181)
                                                                              =======                           ========


                                                (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 GAAP.  Operating
                                                    cash flow is widely accepted as a financial indicator of
                                                    an oil and natural gas company's ability to generate cash
                                                    that 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 oil and natural
                                                    gas 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 before interest expense,
                                                    income taxes, 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)


    THREE MONTHS ENDED:                       September 30,           September 30,
                                                       2016                     2015
    ---                                                ----                     ----


    EBITDA                                                     $(801)                      $(4,969)


    Adjustments:

    Unrealized (gains) losses on
     commodity derivatives                            (163)                            67

    Unrealized (gains) losses on
     supply contract derivatives                        280                           (70)

    Restructuring and other
     termination costs                                    -                            53

    Provision for legal
     contingencies                                        8                              -

    Impairment of oil and natural
     gas properties                                     433                          5,416

    Impairments of fixed assets and
     other                                              751                             79

    Net gains on sales of fixed
     assets                                               -                           (1)

    Gains on purchases or exchanges
     of debt                                           (87)                             -

    Net income attributable to
     noncontrolling interests                           (1)                          (13)

    Other                                                 1                            (2)
                                                        ---                            ---


    Adjusted EBITDA(a)                                           $421                           $560
                                                                 ====                           ====


                                                          CHESAPEAKE ENERGY CORPORATION

                                                        RECONCILIATION OF ADJUSTED EBITDA

                                                                 ($ in millions)

                                                                   (unaudited)


    NINE MONTHS ENDED:                                                       September 30,                  September 30,
                                                                                      2016                            2015
    ---                                                                               ----                            ----


    EBITDA                                                                                   $(2,754)                                      $(14,181)


    Adjustments:

    Unrealized losses on commodity derivatives                                         423                               642

    Unrealized (gains) losses on supply contract
     derivatives                                                                       297                             (290)

    Restructuring and other termination costs                                            3                                39

    Provision for legal contingencies                                                  112                               359

    Impairment of oil and natural gas properties                                     2,331                            15,407

    Impairments of fixed assets and other                                              795                               167

    Net (gains) losses on sales of fixed assets                                        (5)                                3

    Loss on sale of investment                                                          10                                 -

    Gains on purchases or exchanges of debt                                          (255)                                -

    Net income attributable to noncontrolling interests                                (1)                             (50)

    Other                                                                              (1)                              (9)
                                                                                       ---                               ---


    Adjusted EBITDA(a)                                                                           $955                                          $2,087
                                                                                                 ====                                          ======


                                                                      (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 oil and natural gas 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.


    Accordingly, adjusted EBITDA 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 PV-9 AND PV-10 TO STANDARDIZED MEASURE
($ in millions)
(unaudited)

PV-9 is a non-GAAP metric used in the determination of the value of collateral under Chesapeake's credit facility. PV-10 is a non-GAAP metric used by the industry, investors and analysts to estimate the present value, discounted at 10% per annum, of estimated future cash flows of the company's estimated proved reserves before income tax and asset retirement obligations. The following table shows the reconciliation of PV-9 and PV-10 to the company's standardized measure of discounted future net cash flows, the most directly comparable GAAP measure, for the year ended December 31, 2015 and for the interim period ended September 30, 2016. Management believes that PV-9 provides useful information to investors regarding the company's collateral position and that PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, management believes the use of a pre-tax measure is valuable for evaluating the company. Neither PV-9 nor PV-10 should be considered as an alternative to the standardized measure of discounted future net cash flows as computed under GAAP. With respect to PV-9 and PV-10 calculated as of an interim date, it is not practical to calculate taxes for the related interim period because GAAP does not provide for disclosure of standardized measure on an interim basis.



    PV-9 - September 30, 2016 @ NYMEX
     Strip                                              $11,847

    Less: Change in discount factor
     from 9 to 10                              (743)
                                                ----

    PV-10 - September 30, 2016 @
     NYMEX Strip                              11,104

    Less: Change in pricing assumption
     from NYMEX Strip to SEC                 (7,284)
                                              ------

    PV-10 - September 30, 2016 @ SEC           3,820

    Plus: Change in PV-10 from
     12/31/15 to 9/30/16                         908
                                                 ---

    PV-10 - December 31, 2015 @ SEC            4,728

    Less: Present value of future
     income tax discounted at 10%             (34)

    Standardized measure of discounted
     future cash flows - December 31,
     2015                                                $4,694
                                                         ======

CHESAPEAKE ENERGY CORPORATION
MANAGEMENT'S OUTLOOK AS OF NOVEMBER 3, 2016

Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. Changes from the company's August 9, 2016 Outlook are italicized bold below.



                                                                       Year Ending
                                                                                  12/31/2016

    Adjusted Production Growth(a)                                                   0% to 3%

    Absolute Production

    Liquids - mmbbls                                                     56 - 60

    Oil - mmbbls                                                         33 - 35

    NGL - mmbbls                                                      23 - 25

    Natural gas - bcf                                              1,020 - 1,040

    Total absolute production - mmboe                                226 - 233

    Absolute daily rate - mboe                                       617 - 637

    Estimated Realized Hedging Effects(b) (based on
     11/1/16 strip prices):

    Oil - $/bbl                                                                     $3.13

    Natural gas - $/mcf                                                             $0.16

    NGL - $/bbl                                                                   ($0.33)

    Estimated Basis to NYMEX Prices:

    Oil - $/bbl                                                             $2.55 - $2.65

    Natural gas - $/mcf                                                     $0.35 - $0.45

    NGL - $/bbl                                                             $4.80 - $5.00

    Operating Costs per Boe of Projected Production:

    Production expense                                                      $3.00 - $3.20

    Gathering, processing and transportation expenses                       $7.60 - $8.10

    Oil - $/bbl                                                             $3.75 - $3.95

    Natural Gas - $/mcf                                                     $1.40 - $1.50

    NGL - $/bbl                                                             $7.60 - $7.85

    Production taxes                                                        $0.35 - $0.45

    General and administrative(c)                                           $0.80 - $0.90

    Stock-based compensation (noncash)                                      $0.10 - $0.20

    DD&A of natural gas and liquids assets                                  $3.50 - $4.50

    Depreciation of other assets                                            $0.40 - $0.50

    Interest expense(d)                                                     $1.20 - $1.30

    Marketing, gathering and compression net
     margin(e)                                                                 $90 - $100

    Book Tax Rate                                                                      0%

    Capital Expenditures ($ in millions)(f)                               $1,400 - $1,500

    Capitalized Interest ($ in millions)                                             $250

    Total Capital Expenditures ($ in millions)                            $1,650 - $1,750


                        (a)     Based on 2015 production of 550
                                mboe per day, adjusted for 2015
                                and 2016 sales.

                        (b)     Includes expected settlements for
                                commodity derivatives adjusted for
                                option premiums.  For derivatives
                                closed early, settlements are
                                reflected in the period of
                                original contract expiration.

                        (c)     Excludes expenses associated with
                                stock-based compensation.

                        (d)     Excludes unrealized gains (losses)
                                on interest rate derivatives.

                        (e)     Includes revenue and operating
                                expenses. Excludes depreciation
                                and amortization of other assets
                                and unrealized gains (losses) on
                                supply contract derivatives.

                        (f)     Includes capital expenditures for
                                drilling and completion,
                                leasehold, geological and
                                geophysical costs, rig termination
                                payments and other property and
                                plant and equipment. Excludes
                                approximately $259 million for the
                                repurchase of overriding royalty
                                interests associated with the sale
                                of certain of the company's
                                properties and any additional
                                proved property acquisitions.

CHESAPEAKE ENERGY CORPORATION
MANAGEMENT'S PRELIMINARY OUTLOOK FOR 2017 AS OF NOVEMBER 3, 2016

Chesapeake periodically provides guidance on certain factors that affect the company's future financial performance. Changes from the company's August 9, 2016 Outlook are italicized bold below.



                                                             Year Ending

                                                                       12/31/2017
                                                                       ----------


    Adjusted Production Growth(a)                                      (5%) to 0%

    Absolute Production

    Liquids - mmbbls                                        51 - 55

    Oil - mmbbls                                            33 - 35

    NGL - mmbbls                                            18 - 20

    Natural gas - bcf                                      860 - 900

    Total absolute production - mmboe                      194 - 205

    Absolute daily rate - mboe                             532 - 562

    Operating Costs per Boe of Projected
     Production:

    Production expense, production taxes and
     general and administrative expenses(b)                      $4.00 - $4.50

    Gathering, processing and transportation
     expenses                                                    $7.00 - $7.50

    Oil - $/bbl                                                  $4.25 - $4.45

    Natural Gas - $/mcf                                          $1.25 - $1.35

    NGL - $/bbl                                                  $8.10 - $8.30

    Marketing, gathering and compression net
     margin(c)                                           ($80) - ($60)

    Capital Expenditures ($ in millions)(d)                    $1,600 - $2,400

    Capitalized Interest ($ in millions)                                  $220

    Total Capital Expenditures ($ in millions)                 $1,820 - $2,620


                     (a)     Based on 2016 production of
                             548 mboe per day, adjusted
                             for 2016 sales.

                     (b)     Includes expenses
                             associated with stock-
                             based compensation.

                     (c)     Includes revenue and
                             operating expenses.
                             Excludes depreciation and
                             amortization of other
                             assets.

                     (d)     Includes capital
                             expenditures for drilling
                             and completion, leasehold,
                             geological and geophysical
                             costs, rig termination
                             payments and other
                             property and plant and
                             equipment.

Oil, Natural Gas and Natural Gas Liquids Hedging Activities

Chesapeake enters into commodity 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 accounting for oil, natural gas and natural gas liquids derivatives.

As of November 1, 2016, the company had downside protection, through open swaps, on a portion of its remaining 2016 oil production at an average price of $46.84 per bbl. The company had downside price protection, through open swaps and two-way collars, on a portion of its remaining 2016 natural gas production at an average price of $2.86 per mcf. Chesapeake also had downside price protection, through open swaps, on a portion of its remaining 2016 ethane and propane production at an average price of $0.17 per gallon and $0.46 per gallon, respectively. In addition, the company had downside protection, through open swaps, on a portion of its 2017 oil production at an average price of $49.68 per bbl. The company had downside price protection, through open swaps and two-way collars, on a portion of its 2017 natural gas production at an average price of $3.07 per mcf.

The company's crude oil hedging positions as of November 1, 2016 were as follows:



                             Open Crude Oil Swaps; Gains from Closed

                            Crude Oil Trades and Call Option Premiums


                         Open Swaps                    Avg. NYMEX         Total Gains
                                                                         from Closed
                                                                            Trades

                          (mbbls)                       Price of          and Premiums
                                                                              for

                                                    Open Swaps        Call Options

                                                                          ($ in
                                                                           millions)
                                                                        ----------

    Q4 2016 (a)        6,072                               $46.84                               $10
    ==========         =====                               ======                               ===

    Q1 2017            4,500                               $49.47                               $22

    Q2 2017            4,550                               $49.61                            23

    Q3 2017            4,232                               $49.77                            23

    Q4 2017            4,232                               $49.89                            23
    -------            -----                               ------                           ---

    Total 2017        17,514                               $49.68                               $91
    ==========        ======                               ======                               ===

    Total 2018 -
     2022                                                                               $(13)
    ============                                                                       ====


                 (a) Certain hedging arrangements include a sold
                     option to extend at an average price of
                     $53.67 per bbl covering 0.7 mmbbls in
                     2016. Sold options are included with net
                     written call options.


           Crude Oil Net Written Call Options


                             Call Options        Avg. NYMEX

                               (mbbls)          Strike Price
                                ------          ------------

    Q4 2016                3,489                      $87.25
    =======                =====                      ======

    Q1 2017                1,305                      $83.50

    Q2 2017                1,320                      $83.50

    Q3 2017                1,334                      $83.50

    Q4 2017                1,334                      $83.50
    -------                -----                      ------

    Total 2017             5,293                      $83.50
    ==========             =====                      ======

The company's natural gas hedging positions as of November 1, 2016 were as follows:



                           Open Natural Gas Swaps; Losses from Closed

                          Natural Gas Trades and Call Option Premiums


                         Open Swaps                    Avg. NYMEX        Total Losses

                           (bcf)                        Price of          from Closed
                                                                            Trades

                                                    Open Swaps         and Premiums
                                                                              for

                                                                      Call Options

                                                                          ($ in
                                                                           millions)
                                                                        ----------

    Q4 2016 (a)          155                                $2.85                         $(28)
    ==========           ===                                =====                          ====

    Q1 2017              134                                $3.23                          $(3)

    Q2 2017              135                                $2.95                     (1)

    Q3 2017              136                                $3.00                     (2)

    Q4 2017              129                                $3.10                     (3)
    -------              ---                                -----                     ---

    Total 2017           534                                $3.07                          $(9)
    ==========           ===                                =====                           ===

    Total 2018 -
     2022                 51                                $2.97                         $(69)
    ============         ===                                =====                          ====


                 (a) Certain hedging arrangements include a
                     sold option to extend at an average price
                     of $2.80 per mmbtu covering 26 bcf in
                     2016. Sold options are included with net
                     written call options.


                 Natural Gas Two-Way Collars


            Open Collars    (bcf)     Avg. NYMEX  Avg. NYMEX
                                     Bought Put  Sold Call
                                     Price       Price
              --------------------    ----------  ----------

    Q4 2016        15                      $3.00             $3.48
    =======       ===                      =====             =====

    Q1 2017        23                      $3.00             $3.48
    =======       ===                      =====             =====


          Natural Gas Net Written Call Options


                        Call Options            Avg. NYMEX

                        (bcf)                   Strike Price
                        ----                    ------------

    Q4 2016                   46                       $5.27
    =======                  ===                       =====

    Q1 2017                   12                       $9.43

    Q2 2017                   12                       $9.43

    Q3 2017                   12                       $9.43

    Q4 2017                   12                       $9.43
    -------                  ---                       -----

    Total 2017                48                       $9.43
    ==========               ===                       =====

    Total 2018 -
     2022                     66                      $12.00
    ============             ===                      ======


            Natural Gas Basis Protection Swaps


                                Volume             Avg. NYMEX
                                                 plus/(minus)

                                 (bcf)
                                 ----

    Q4 2016                   12                         $0.05
    =======                  ===                         =====

    Q1 2017                   13                         $0.35

    Q2 2017                    6                       $(0.46)

    Q3 2017                    6                       $(0.46)

    Q4 2017                    6                       $(0.46)
    -------                  ---                        ------

    Total 2017                31                       $(0.11)
    ==========               ===                        ======

    Total 2018 -
     2022                      1                       $(0.98)
    ============             ===                        ======

The company's natural gas liquids hedging positions as of November 1, 2016 were as follows:



                    Open Ethane Swaps


                        Volume                    Avg. NYMEX
                                                 Price of
                                                 Open Swaps

                        (mmgal)
                        ------

    Q4 2016                    20                      $0.17
    =======                   ===                      =====


                   Open Propane Swaps


                        Volume                    Avg. NYMEX
                                                 Price of
                                                 Open Swaps

                        (mmgal)
                        ------

    Q4 2016                    17                      $0.46
    =======                   ===                      =====

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-reports-2016-third-quarter-financial-and-operational-results-300356700.html

SOURCE Chesapeake Energy Corporation