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8-K - CURRENT REPORT - CHESAPEAKE ENERGY CORPchk08032010_8k.htm
EX-99.3 - PRESS RELEASE - AUGUST 3, 2010 TENDER OFFER - CHESAPEAKE ENERGY CORPchk08032010_993.htm
EX-99.1 - PRESS RELEASE - AUGUST 2, 2010 OPERATIONAL RELEASE - CHESAPEAKE ENERGY CORPchk08032010_991.htm
Exhibit 99.2

 
N e w s   R e l e a s e
Chesapeake Energy Corporation
P. O. Box 18496
Oklahoma City, OK  73154

FOR IMMEDIATE RELEASE
AUGUST 3, 2010
 
 
INVESTOR CONTACTS: MEDIA CONTACT:
JEFFREY L. MOBLEY, CFA
(405) 767-4763
jeff.mobley@chk.com
 
JOHN J. KILGALLON
(405) 935-4441
john.kilgallon@chk.com
 
JIM GIPSON
 (405) 935-1310
jim.gipson@chk.com

CHESAPEAKE ENERGY CORPORATION REPORTS FINANCIAL RESULTS
FOR THE 2010 SECOND QUARTER

Company Reports 2010 Second Quarter Net Income to Common Stockholders of
$235 Million, or $0.37 per Fully Diluted Common Share, on Revenue of $2.0 Billion;
Company Reports Adjusted Net Income Available to Common Stockholders of
 $491 Million, or $0.75 per Fully Diluted Common Share, Adjusted Ebitda
of $1.3 Billion and Operating Cash Flow of $1.1 Billion

Company Reports 2010 Second Quarter Production of 2.789 Bcfe per Day, an Increase of
14% over 2009 Second Quarter Production and 8% over 2010 First Quarter Production;
2010 Second Quarter Production of Liquids Increases 41% Year-Over-Year to 10%
of Total Production and 17% of Total Realized Production Revenue

Company Provides Update on its Strategic and Financial Plan to Reduce
Capital Expenditures on Natural Gas Plays, Increase Capital Expenditures
on Liquids-Rich Plays, Monetize Assets and Reduce Debt

OKLAHOMA CITY, OKLAHOMA, AUGUST 3, 2010 – Chesapeake Energy Corporation (NYSE:CHK) today announced financial results for the 2010 second quarter.  For the 2010 second quarter, Chesapeake reported net income to common stockholders of $235 million ($0.37 per fully diluted common share), operating cash flow of $1.127 billion (defined as cash flow from operating activities before changes in assets and liabilities) and ebitda of $791 million (defined as net income before income taxes, interest expense, and depreciation, depletion and amortization) on revenue of $2.012 billion and production of 254 billion cubic feet of natural gas equivalent (bcfe).

The company’s 2010 second quarter results include various items that are typically not included in published estimates of the company’s financial results by certain securities analysts.  Excluding the items detailed below, for the 2010 second quarter, Chesapeake reported adjusted net income to common stockholders of $491 million ($0.75 per fully diluted common share) and adjusted ebitda of $1.256 billion.  The excluded items and their effects on 2010 second quarter reported results are detailed as follows:
·  
a non-cash unrealized after-tax mark-to-market loss of $214 million resulting from the company’s natural gas, oil and interest rate hedging programs; and
·  
an after-tax charge of $42 million related to the redemption of certain of the company’s senior notes.

The various items described above do not materially affect the calculation of operating cash flow.  A reconciliation of operating cash flow, ebitda, adjusted ebitda and adjusted net income to comparable financial measures calculated in accordance with generally accepted accounting principles is presented on pages 12 – 16 of this release.

Key Operational and Financial Statistics Summarized

The table below summarizes Chesapeake’s key results during the 2010 second quarter and compares them to results during the 2010 first quarter and the 2009 second quarter.
 
   
Three Months Ended
     
   
6/30/10
 
3/31/10
 
6/30/09
     
Average daily production (in mmcfe) (a)
   
2,789
   
2,586
   
2,453
     
Natural gas as % of total production
   
90
   
90
   
92
     
Natural gas production (in bcf)
   
227.2
   
209.6
   
204.3
     
Average realized natural gas price ($/mcf) (b)
   
5.66
   
6.31
   
5.56
     
Oil and NGL production (in mbbls)
   
4,429
   
3,871
   
3,152
     
Average realized oil and NGL price ($/bbl) (b)
   
61.43
   
67.70
   
56.72
     
Natural gas equivalent production (in bcfe)
   
253.8
   
232.8
   
223.2
     
Natural gas equivalent realized price ($/mcfe) (b)
   
6.14
   
6.80
   
5.89
     
Marketing, gathering and compression net margin($/mcfe)
   
.12
   
.12
   
.14
     
Service operations income ($/mcfe)
   
.02
   
.03
   
(.01)
 
   
Production expenses ($/mcfe)
   
(.84)
 
 
(.89)
 
 
(.95)
 
   
Production taxes ($/mcfe)
   
  (.15)
 
 
  (.21)
 
 
  (.11)
 
   
General and administrative costs ($/mcfe) (c)
   
   (.34)
 
 
   (.38)
 
 
   (.25)
 
   
Stock-based compensation ($/mcfe)
   
   (.08)
 
 
   (.09)
 
 
   (.09)
 
   
DD&A of natural gas and oil properties ($/mcfe)
   
(1.34)
 
 
(1.32)
 
 
(1.32)
 
   
D&A of other assets ($/mcfe)
   
(.21)
 
 
(.21)
 
 
(.26)
 
   
Interest expense ($/mcfe) (b)
   
(.13)
 
 
(.22)
 
 
(.29)
 
   
Operating cash flow ($ in millions) (d)
   
1,127
   
1,166
   
1,006
     
Operating cash flow ($/mcfe)
   
4.44
   
5.01
   
4.51
     
Adjusted ebitda ($ in millions) (e)
   
1,256
   
1,270
   
1,030
     
Adjusted ebitda ($/mcfe)
   
4.95
   
5.46
   
4.62
     
Net income to common stockholders ($ in millions)
   
235
   
733
   
237
     
Earnings per share – assuming dilution ($)
   
.37
   
1.14
   
.39
     
Adjusted net income to common stockholders ($ in millions) (f)
   
491
   
524
   
377
     
Adjusted earnings per share – assuming dilution ($)
   
.75
   
.82
   
.62
     
   
(a)
2010 production reflects the sale of a 25% joint venture interest in the company’s Barnett Shale assets on January 25, 2010 (averaging approximately 124 mmcfe per day and 174 mmcfe per day during the 2010 first and second quarters, respectively), the company’s sixth volumetric production payment transaction on February 5, 2010 (averaging approximately 14 mmcfe per day and 22 mmcfe per day during the 2010 first and second quarters, respectively), the company’s seventh volumetric production payment transaction on June 14, 2010 (averaging approximately 5 mmcfe per day during the 2010 second quarter) and the sale of producing properties in Virginia and in the Permian Basin in the 2010 second quarter (averaging approximately 20 mmcfe per day during the 2010 second quarter)
(b)
Includes the effects of realized gains (losses) from hedging, but does not include the effects of unrealized gains (losses) from hedging
(c)
Excludes expenses associated with non-cash stock-based compensation
(d)
Defined as cash flow provided by operating activities before changes in assets and liabilities
(e)
Defined as net income (loss) before income taxes, interest expense, and depreciation, depletion and amortization expense, as adjusted to remove the effects of certain items detailed on page 14
(f)
Defined as net income (loss) available to common stockholders, as adjusted to remove the effects of certain items detailed on page 15


2010 Second Quarter Average Daily Production of 2.789 Bcfe per Day Increases 14% over
2009 Second Quarter Production and 8% over 2010 First Quarter Production; 2010 Second
Quarter Production of Liquids Increases 41% Year-Over-Year to 10% of Total Production

As announced on August 2, 2010, Chesapeake’s daily production for the 2010 second quarter averaged 2.789 bcfe, an increase of 203 million cubic feet of natural gas equivalent (mmcfe), or 8%, above the 2.586 bcfe produced per day in the 2010 first quarter and an increase of 336 mmcfe, or 14%, over the 2.453 bcfe produced per day in the 2009 second quarter.

Chesapeake’s average daily production of 2.789 bcfe for the 2010 second quarter consisted of 2.497 billion cubic feet of natural gas (bcf) and 48,670 barrels of oil and natural gas liquids (NGLs) (bbls).  The company’s 2010 second quarter production of 253.8 bcfe was comprised of 227.2 bcf (90% on a natural gas equivalent basis) and 4.4 million barrels of oil and NGLs (mmbbls) (10% on a natural gas equivalent basis).  The company’s year-over-year growth rate of natural gas production was 11% and its year-over-year growth rate of oil and NGL (liquids) production was 41%.  The company’s percentage of revenue from liquids in the 2010 second quarter was 17% of realized production revenue compared to 14% in the 2009 second quarter.

Chesapeake is projecting full-year production growth of approximately 13% in 2010 and 18% in 2011, including production growth from liquids of approximately 60% in 2010 and 80% in 2011.  Of Chesapeake’s projected 13% and 18% growth rates in 2010 and 2011, approximately 37% and 50%, respectively, of the growth is projected to come from increased liquids production.

Average Realized Prices, Hedging Results and Hedging Positions Detailed

Average prices realized during the 2010 second quarter (including realized gains or losses from natural gas and oil derivatives, but excluding unrealized gains or losses on such derivatives) were $5.66 per thousand cubic feet (mcf) and $61.43 per bbl, for a realized natural gas equivalent price of $6.14 per thousand cubic feet of natural gas equivalent (mcfe).  Realized gains from natural gas and oil hedging activities during the 2010 second quarter generated a $2.43 gain per mcf and a $4.85 gain per bbl, for a 2010 second quarter realized hedging gain of $573 million, or $2.26 per mcfe.

By comparison, average prices realized during the 2009 second quarter (including realized gains or losses from natural gas and oil derivatives, but excluding unrealized gains or losses on such derivatives) were $5.56 per mcf and $56.72 per bbl, for a realized natural gas equivalent price of $5.89 per mcfe.  Realized gains from natural gas and oil hedging activities during the 2009 second quarter generated a $2.88 gain per mcf and a $3.13 gain per bbl, for a 2009 second quarter realized hedging gain of $597 million, or $2.68 per mcfe.

The following tables summarize Chesapeake’s 2010 and 2011 open hedge positions through swaps and collars as of August 3, 2010.  Depending on changes in natural gas and oil futures markets and management’s view of underlying natural gas and oil supply and demand trends, Chesapeake may either increase or decrease its hedging positions at any time in the future without notice.

Open Swap Positions as of August 3, 2010

   
Natural Gas
 
Oil
Year
 
% Hedged
 
$ NYMEX
 
% Hedged
 
$ NYMEX
2010
  51%   7.58   43%   89.62
                 
2011
  30%   7.39   10%   96.09

Open Natural Gas Collar Positions as of August 3, 2010
 
       
Average
Floor
 
Average
Ceiling
Year
 
% Hedged
 
$ NYMEX
 
$ NYMEX
2010
 
2%
 
7.60
 
11.75
             
2011
 
1%
 
7.70
 
11.50
 
As of July 30, 2010, Chesapeake’s natural gas and oil hedging positions with its 14 different counterparties had a positive mark-to-market value of approximately $110 million.  The company’s natural gas and oil realized hedging gains for the first six months of 2010 were $972 million and since January 1, 2001 have been $5.4 billion.
 
The company’s updated forecasts and hedging positions for 2010 and 2011 are attached to this release in an Outlook dated August 3, 2010, labeled as Schedule “A,” which begins on page 17.  This Outlook has been changed from the Outlook dated May 4, 2010, attached as Schedule “B,” which begins on page 21, to reflect various updated information.

Company Provides Update on its Strategic and Financial Plan to Reduce
Capital Expenditures on Natural Gas Plays, Increase Capital Expenditures
on Liquids-Rich Plays, Monetize Assets and Reduce Debt

Chesapeake has accomplished multiple parts of its strategic and financial plan outlined on May 10, 2010.  During the 2010 second quarter, the company issued $2.6 billion of convertible preferred stock, called for redemption $1.9 billion of senior notes and sold approximately $750 million of leasehold and producing properties.  The asset sales included the company’s seventh volumetric production payment (VPP) for proceeds of approximately $335 million, or $8.73 per mcfe of proved reserves, and producing properties and gathering assets in Virginia and in the Permian Basin for proceeds of approximately $330 million, or $1.70 per mcfe.

During the 2010 first half, the company reduced its net debt to total book capitalization ratio and its net debt per proved reserve ratio from 49% and $0.84 per mcfe, respectively, at December 31, 2009 to 40% and $0.64 per mcfe, respectively, at June 30, 2010 – reductions of 18% and 24% in just six months. The company remains committed to achieving investment grade credit metrics by no later than year-end 2012.

In recognition of the significant and persistent value gap that has developed between natural gas and oil prices, Chesapeake has accelerated its transition to a more liquids-rich asset base.  The company has redirected a significant portion of its technological, geoscientific, leasehold acquisition and drilling expertise to identifying, securing and commercializing unconventional liquids-rich plays.  Chesapeake’s goal is to reach a balanced mix of natural gas and liquids revenue as quickly as possible through organic drilling, rather than through acquisitions, at very low per net acre leasehold acquisition costs and low drilling and completion costs.  Having successfully established itself during the past five years as the industry leader in finding, developing, monetizing and producing unconventional natural gas plays, Chesapeake is now focused on achieving the same leadership position in unconventional liquids-rich plays.  The company believes that doing so during a period of much higher value for oil and NGLs compared to natural gas will significantly enhance the company’s already strong profitability and returns on invested capital.

Chesapeake’s strategy to accomplish this goal is set forth below:
·  
Reduce drilling of natural gas wells except for those required to hold by production (HBP) leasehold or to use a drilling carry provided by a joint venture partner until such time as natural gas prices rise above $6.00 per mcf;
·  
Lease and develop substantial new liquids-rich plays in which the company can acquire very large leasehold positions of 250,000-750,000 net acres;
·  
Within one year of acquisition, sell a minority interest in a new play, recovering all or virtually all of the cost to acquire the leasehold in the play, and to fund a significant portion of Chesapeake’s future drilling costs in the play;
·  
Accelerate drilling of liquids-rich plays until year-end 2012 when the company’s drilling capital expenditures are balanced approximately 50/50 between natural gas plays and liquids-rich plays;
·  
Continue adding proved reserves, net of monetizations and divestitures, of approximately 2.5 - 3.0 tcfe (415 - 500 mmboe) annually; and
·  
Accomplish these goals without the issuance of additional equity and with a reduction of debt levels such that the company becomes investment grade within the next few years.

Accordingly, compared to 2010, Chesapeake is reducing its projected 2011 drilling and completion capital expenditures on natural gas plays by approximately $400 million and increasing its drilling and completion capital expenditures on liquids-rich plays by approximately $400 million.   On a net basis after joint venture carries, Chesapeake is projecting 2011 drilling and completion capital expenditures will remain flat compared to 2010 drilling and completion capital expenditures of approximately $4.5 - $4.6 billion.  The following table provides an analysis and projection of how Chesapeake's operated net drilling and completion capital expenditures on liquids plays are expected to increase from 13% in 2008 to approximately 55% in 2012.

   
CHK Operated Drilling and
Completion Capital Expenditures:
Year
 
Natural Gas Plays
 
Liquids Plays
2008 (actual)
 
87%
 
13%
2009 (actual)
 
90%
 
10%
2010 (1H actual, 2H projected)
 
68%
 
32%
2011 (projected)
 
59%
 
41%
2012 (projected)
 
45%
 
55%

This planned transition will result in a more balanced portfolio between natural gas and liquids and by year-end 2015, Chesapeake expects to increase its liquids production to approximately 200,000 bbls per day, or approximately 25% of total production (using a 6:1 natural gas to liquids ratio), through organic growth and expects revenue from liquids to be approximately 40% of total production revenue.

During the 2010 first half, Chesapeake invested heavily in new leasehold acquisitions in various liquids-rich plays, including: the Anadarko Basin’s Granite Wash, Cleveland, Tonkawa and Mississippian plays; the Permian Basin’s Wolfcamp, Bone Spring, Avalon and Wolfberry plays; the Eagle Ford Shale in South Texas; the Niobrara Shale in the Powder River and DJ Basins; the Frontier Sand in the Powder River Basin; and various other new plays the company is not yet ready to discuss.

During the 2010 second half and throughout 2011, the company will focus on recapturing a significant portion of these new leasehold expenditures through joint ventures in several of its new liquids-rich plays.  The first of these is expected to be a joint venture in the Eagle Ford Shale that the company expects to announce in the 2010 third quarter.  Further joint ventures are planned for later in 2010 or in early 2011.  Other anticipated significant asset monetizations during the second half of 2010 and the first half of 2011 include a volumetric production payment, a Marcellus Shale subsidiary equity investment, a midstream asset sale and various other smaller planned monetizations.  In total, Chesapeake is targeting proceeds of approximately $3.0 - 3.5 billion in the 2010 second half and approximately $2.5 - 3.0 billion in 2011 from asset monetizations, which will enable the company to further reduce its debt and accelerate drilling on its unconventional liquids-rich plays.

Conference Call Information

A conference call to discuss this release of financial results and the company's release of its operational results issued on August 2, 2010 has been scheduled for Wednesday, August 4, 2010, at 9:00 a.m. EDT.  The telephone number to access the conference call is 913-312-4373 or toll-free 866-454-4205.  The passcode for the call is 9144645.  We encourage those who would like to participate in the call to dial the access number between 8:50 and 9:00 a.m. EDT.  For those unable to participate in the conference call, a replay will be available for audio playback from 1:00 p.m. EDT on August 4, 2010 through midnight EDT on August 18, 2010.  The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112.  The passcode for the replay is 9144645.  The conference call will also be webcast live on the Internet and can be accessed by going to Chesapeake’s website at www.chk.com in the “Events” subsection of the “Investors” section of the website.  The webcast of the conference call will be available on Chesapeake’s website for one year.

This press release and the accompanying Outlooks include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements give our current expectations or forecasts of future events.  They include expected natural gas and oil production and future expenses, assumptions regarding future natural gas and oil prices, planned drilling activity, drilling and completion costs and anticipated asset sales, projected cash flow and liquidity, business strategy and other plans and objectives for future operations.  Disclosures concerning the fair value of derivative contracts and their estimated contribution to our future results of operations are based upon market information as of a specific date.  These market prices are subject to significant volatility.  We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this press release, and we undertake no obligation to update this information.

Factors that could cause actual results to differ materially from expected results are described under “Risk Factors” in our 2009 Form 10-K filed with the U.S. Securities and Exchange Commission on March 1, 2010.  These risk factors include the volatility of natural gas and oil prices; the limitations our level of indebtedness may have on our financial flexibility; declines in the values of our natural gas and oil properties resulting in ceiling test write-downs; the availability of capital on an economic basis, including planned asset monetization transactions, to fund reserve replacement costs; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of natural gas and oil reserves and projecting future rates of production and the amount and timing of development expenditures; potential differences in our interpretations of new reserve disclosure rules and future SEC guidance; inability to generate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established; hedging activities resulting in lower prices realized on natural gas and oil sales and the need to secure hedging liabilities; a reduced ability to borrow or raise additional capital as a result of  lower natural gas and oil prices; drilling and operating risks, including potential environmental liabilities; legislative and regulatory changes adversely affecting our industry and our business; general economic conditions negatively impacting us and our business counterparties; transportation capacity constraints and interruptions that could adversely affect our cash flow; and adverse results in pending or future litigation.

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

Chesapeake Energy Corporation is one of the largest producers of natural gas and the most active driller of new wells in the U.S.  Headquartered in Oklahoma City, the company's operations are focused on discovering and developing unconventional natural gas and oil fields onshore in the U.S. Chesapeake owns leading positions in the Barnett, Fayetteville, Haynesville, Marcellus and Bossier natural gas shale plays and in the Eagle Ford, Granite Wash and various other unconventional oil plays. The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfield service assets. Further information is available at www.chk.com.
 
 

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

THREE MONTHS ENDED:
June 30,
 
June 30,
 
2010
 
  2009
 
 
$
 
$/mcfe
 
$
 
$/mcfe
 
REVENUES:
                       
Natural gas and oil sales
 
1,161
   
4.57
   
1,097
   
4.92
 
Marketing, gathering and compression sales
 
793
   
3.13
   
532
   
2.38
 
Service operations revenue
 
58
   
0.23
   
44
   
0.20
 
Total Revenues
 
2,012
   
7.93
   
1,673
   
7.50
 
                         
OPERATING COSTS:
                       
Production expenses
 
213
   
0.84
   
213
   
0.95
 
Production taxes
 
37
   
0.15
   
24
   
0.11
 
General and administrative expenses
 
106
   
0.41
   
74
   
0.33
 
Marketing, gathering and compression expenses
 
763
   
3.01
   
500
   
2.24
 
Service operations expense
 
53
   
0.21
   
46
   
0.21
 
Natural gas and oil depreciation, depletion and amortization
 
340
   
1.34
   
295
   
1.32
 
Depreciation and amortization of other assets
 
53
   
0.21
   
58
   
0.26
 
Impairment of other assets
 
   
   
5
   
0.02
 
Restructuring costs
 
   
   
34
   
0.16
 
Total Operating Costs
 
1,565
   
6.17
   
1,249
   
5.60
 
                         
INCOME FROM OPERATIONS
 
447
   
1.76
   
424
   
1.90
 
                         
OTHER INCOME (EXPENSE):
                       
Other income (expense)
 
20
   
0.08
   
(2)
 
 
(0.01)
 
Interest income (expense)
 
16
   
0.06
   
(22)
 
 
(0.10)
 
Impairment of investments
 
   
   
(10)
 
 
(0.04)
 
Loss on redemptions or exchanges of Chesapeake debt
 
(69)
 
 
(0.270
 
 
(2)
 
 
(0.01)
 
Total Other Income (Expense)
 
(33)
 
 
(0.13)
 
 
(36)
 
 
(0.16)
 
                         
INCOME BEFORE INCOME TAXES
 
414
   
1.63
   
388
   
1.74
 
                         
Income Tax Expense:
                       
Current income taxes
 
5
   
0.02
   
1
   
 
Deferred income taxes
 
154
   
0.61
   
144
   
0.65
 
Total Income Tax Expense
 
159
   
0.63
   
145
   
0.65
 
                         
NET INCOME                                
 
255
   
1.00
   
243
   
1.09
 
                         
Preferred stock dividends
 
(20)
 
 
(0.07)
 
 
(6)
 
 
(0.03)
 
                         
NET INCOME AVAILABLE TO CHESAPEAKE
  COMMON STOCKHOLDERS
 
235
   
0.93
   
237
   
1.06
 
                         
EARNINGS PER COMMON SHARE:
                       
Basic
$
0.37
       
$
0.39
       
Diluted
$
0.37
       
$
0.39
       
                         
WEIGHTED AVERAGE COMMON AND COMMON
                       
  EQUIVALENT SHARES OUTSTANDING (in millions)
                       
Basic
 
631
         
603
       
Diluted
 
635
         
610
       


 
 

 

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

SIX MONTHS ENDED:
June 30,
 
June 30,
 
2010
 
  2009
 
 
$
 
$/mcfe
 
$
 
$/mcfe
 
REVENUES:
                   
Natural gas and oil sales
 
3,059
 
6.29
   
2,494
 
5.72
 
Marketing, gathering and compression sales
 
1,637
 
3.36
   
1,084
 
2.49
 
Service operations revenue
 
114
 
0.24
   
90
 
0.20
 
Total Revenues
 
4,810
 
9.89
   
3,668
 
8.41
 
                     
OPERATING COSTS:
                   
Production expenses
 
421
 
0.86
   
451
 
1.03
 
Production taxes
 
85
 
0.18
   
46
 
0.11
 
General and administrative expenses
 
215
 
0.44
   
164
 
0.38
 
Marketing, gathering and compression expenses
 
1,578
 
3.24
   
1,023
 
2.35
 
Service operations expense
 
102
 
0.21
   
87
 
0.20
 
Natural gas and oil depreciation, depletion and amortization
 
647
 
1.33
   
742
 
1.70
 
Depreciation and amortization of other assets
 
103
 
0.21
   
115
 
0.26
 
Impairment of natural gas and oil properties and other assets
 
 
   
9,635
 
22.08
 
Restructuring costs
 
 
   
34
 
0.08
 
Total Operating Costs
 
3,151
 
6.47
   
12,297
 
28.19
 
                     
INCOME (LOSS) FROM OPERATIONS
 
1,659
 
3.42
   
(8,629)
 
(19.78)
 
                     
OTHER INCOME (EXPENSE):
                   
Other income (expense)
 
35
 
0.07
   
5
 
0.01
 
Interest expense
 
(9)
 
(0.02)
 
 
(8)
 
(0.02)
 
Impairment of investments
 
 
   
(162)
 
(0.37)
 
Loss on redemptions or exchanges of Chesapeake debt
 
(71)
 
(0.15)
 
 
(2)
 
 
Total Other Income (Expense)
 
(45)
 
(0.10)
 
 
(167)
 
(0.38)
 
                     
INCOME (LOSS) BEFORE INCOME TAXES
 
1,614
 
3.32
   
(8,796)
 
(20.16)
 
                     
Income Tax Expense (Benefit):
                   
Current income taxes
 
5
 
0.01
   
1
 
 
Deferred income taxes
 
616
 
1.27
   
(3,299)
 
(7.56)
 
Total Income Tax Expense  (Benefit)
 
621
 
1.28
   
(3,298)
 
(7.56)
 
                     
NET INCOME (LOSS)                                           
 
993
 
2.04
   
(5,498)
 
(12.60)
 
                     
Preferred stock dividends
 
(25)
 
(0.05)
 
 
(12)
 
(0.03)
 
                     
NET INCOME (LOSS) AVAILABLE TO CHESAPEAKE
  COMMON STOCKHOLDERS
 
968
 
1.99
   
(5,510)
 
(12.63)
 
                     
EARNINGS (LOSS) PER COMMON SHARE:
                   
Basic
$
1.54
     
$
(9.18)
 
   
Diluted
$
1.49
     
$
(9.18)
 
   
                     
WEIGHTED AVERAGE COMMON AND COMMON
                   
  EQUIVALENT SHARES OUTSTANDING (in millions)
                   
Basic
 
630
       
600
     
Diluted
 
665
       
600
     


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

   
June 30,
 
December 31,
 
   
2010
 
2009
 
               
Cash and cash equivalents
 
$
601
 
$
307
 
Other current assets
   
2,417
   
2,139
 
Total Current Assets
   
3,018
   
2,446
 
               
Property and equipment (net)
   
27,830
   
26,710
 
Other assets
   
1,321
   
758
 
Total Assets
 
$
32,169
 
$
29,914
 
               
Current liabilities
 
$
3,655
 
$
2,688
 
Long-term debt, net (a)
   
10,501
   
12,295
 
Asset retirement obligations
   
285
   
282
 
Other long-term liabilities
   
1,367
   
1,249
 
Deferred tax liability
   
1,546
   
1,059
 
Total Liabilities
   
17,354
   
17,573
 
               
Chesapeake stockholders’ equity
   
14,815
   
11,444
 
Noncontrolling interest(b)
   
   
897
 
Total Equity
   
14,815
   
12,341
 
               
Total Liabilities & Equity
 
$
32,169
 
$
29,914
 
               
Common Shares Outstanding (in millions)
   
651
   
648
 




CHESAPEAKE ENERGY CORPORATION
CAPITALIZATION
($ in millions)
(unaudited)
 
 
 
June 30,
 
% of Total
Book
 
December 31,
 
% of Total Book
 
2010
 
Capitalization
2009
 
Capitalization
             
Total debt, net of cash (a)
 
$
9,900
   
40%
 
$
11,988
   
49%
Chesapeake stockholders' equity
   
14,815
   
60%
   
11,444
   
47%
Noncontrolling interest (b)
   
   
   
897
   
4%
Total
 
$
24,715
   
100%
 
$
24,329
   
100%
 
(a)
At June 30, 2010, includes $1.521 billion of combined borrowings under the company’s $3.5 billion revolving bank credit facility and the company’s $250 million midstream revolving bank credit facility.  At June 30, 2010, the company had $2.215 billion of additional borrowing capacity under these two revolving bank credit facilities.
(b)
Effective January 1, 2010, we no longer consolidate the company’s midstream joint venture and consequently no longer report a noncontrolling interest related to this investment.


CHESAPEAKE ENERGY CORPORATION
SUPPLEMENTAL DATA – NATURAL GAS AND OIL SALES AND INTEREST EXPENSE
 (unaudited)

   
THREE MONTHS ENDED
   
SIX MONTHS ENDED
 
   
JUNE 30,
   
JUNE 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Natural Gas and Oil Sales ($ in millions):
                       
Natural gas sales
  $ 733     $ 548     $ 1,676     $ 1,223  
Natural gas derivatives – realized gains
    552       587       931       1,096  
Natural gas derivatives – unrealized gains (losses)
    (195)       (192)       219       (123)  
                                 
Total Natural Gas Sales
    1,090       943       2,826       2,196  
                                 
Oil sales
    251       169       493       272  
Oil derivatives – realized gains (losses)
    21       10       41       19  
Oil derivatives – unrealized gains (losses)
    (201 )       (25 )       (301)       7  
                                 
Total Oil Sales
    71       154       233       298  
                                 
Total Natural Gas and Oil Sales
  $ 1,161     $ 1,097     $ 3,059     $ 2,494  
                                 
Average Sales Price – excluding gains (losses) on derivatives:
                               
Natural gas ($ per mcf)
  $ 3.23     $ 2.68     $ 3.84     $ 3.06  
Oil ($ per bbl)
  $ 56.58     $ 53.59     $ 59.38     $ 45.19  
Natural gas equivalent ($ per mcfe)
  $ 3.88     $ 3.21     $ 4.46     $ 3.43  
                                 
Average Sales Price – excluding unrealized gains (losses) on derivatives:
                               
Natural gas ($ per mcf)
  $ 5.66     $ 5.56     $ 5.97     $ 5.80  
Oil ($ per bbl)
  $ 61.43     $ 56.72     $ 64.35     $ 48.32  
Natural gas equivalent ($ per mcfe)
  $ 6.14     $ 5.89     $ 6.46     $ 5.98  
                                 
Interest Expense (Income) ($ in millions):
                               
Interest
  $ 35     $ 69     $ 90     $ 107  
Derivatives – realized gains
    (2 )       (5 )       (4 )       (12 )  
Derivatives – unrealized gains
    (49 )       (42 )       (77 )       (87 )  
Total Interest Expense (Income)
  $ (16)     $ 22     $ 9     $ 8  

 

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

THREE MONTHS ENDED:
 
June 30,
     
June 30,
 
 
2010
     
2009
 
               
Beginning cash
$
516
   
$
83
 
Cash provided by operating activities
$
1,795
   
$
737
 
Cash (used in) provided by investing activities:
             
Exploration and development of natural gas and oil properties
$
(1,311)
 
 
$
(753)
 
Acquisitions of natural gas and oil companies, proved and unproved
properties and leasehold, net of cash acquired
 
(1,825)
 
   
(305)
 
Divestitures of proved and unproved properties, leasehold and VPPs
 
688
     
228
 
Investments, net
 
(103)
 
   
10
 
Other property and equipment, net
 
(150)
 
   
(277)
 
Other
 
(17)
 
   
(1)
 
Total cash (used in) investing activities
$
(2,718)
 
 
$
(1,098)
 
Cash provided by financing activities
$
1,008
   
$
832
 
Ending cash
$
601
   
$
554
 
               


SIX MONTHS ENDED:
 
June 30,
     
June 30,
 
 
2010
     
2009
 
               
Beginning cash
$
307
   
$
1,749
 
Cash provided by operating activities
$
2,978
   
$
1,998
 
Cash (used in) provided by investing activities:
             
Exploration and development of natural gas and oil properties
$
(2,331)
 
 
$
(2,108)
 
Acquisitions of natural gas and oil companies, proved and unproved
properties and leasehold, net of cash acquired
 
(2,855)
 
   
(710)
 
Divestitures of proved and unproved properties, leasehold and VPPs
 
1,933
     
228
 
Investments, net
 
(109)
 
   
2
 
Other property and equipment, net
 
(373)
 
   
(876)
 
Other
 
3
     
(1)
 
Total cash (used in) investing activities
$
(3,732)
 
 
$
(3,465)
 
Cash provided by financing activities
$
1,048
   
$
272
 
Ending cash
$
601
   
$
554
 
               
               


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

THREE MONTHS ENDED:
June 30,
   
March 31,
   
June 30,
 
2010
   
2010
   
2009
 
                       
CASH PROVIDED BY OPERATING ACTIVITIES
$ 1,795     $ 1,183      $ 737  
                       
Changes in assets and liabilities
 
(668)
 
   
(17)
 
   
269
 
                       
OPERATING CASH FLOW (a)
$
1,127
   
$
1,166
   
$
1,006
 


THREE MONTHS ENDED:
June 30,
   
March 31,
   
June 30,
 
2010
   
2010
   
2009
 
                       
NET INCOME (LOSS)
$
255
   
$
738
   
$
243
 
                       
Income tax expense (benefit)
 
159
     
462
     
145
 
Interest expense (income)
 
(16)
 
   
25
     
22
 
Depreciation and amortization of other assets
 
53
     
50
     
58
 
Natural gas and oil depreciation, depletion and amortization
 
340
     
308
     
295
 
                       
EBITDA (b)
$
791
   
$
1,583
   
$
763
 


THREE MONTHS ENDED:
June 30,
   
March 31,
   
June 30,
 
2010
   
2010
   
2009
 
                       
CASH PROVIDED BY OPERATING ACTIVITIES
$
1,795
   
$
1,183
   
$
737
 
                       
Changes in assets and liabilities
 
(668)
 
   
(17)
 
   
269
 
Interest expense (income)
 
(16)
 
   
25
     
22
 
Unrealized gains (losses) on natural gas and oil derivatives
 
(396)
 
   
315
     
(216)
 
Other items
 
76
     
77
     
(49)
 
                       
EBITDA (b)
$
791
   
$
1,583
   
$
763
 


(a)
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities.  Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under accounting principles generally accepted in the United States (GAAP).  Operating cash flow is widely accepted as a financial indicator of a natural gas and oil company's ability to generate cash which is used to internally fund exploration and development activities and to service debt.  This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the natural gas and oil exploration and production industry.  Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity.
(b)
Ebitda represents net income (loss) before income tax expense, interest expense and depreciation, depletion and amortization expense.  Ebitda is presented as a supplemental financial measurement in the evaluation of our business.  We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements.  This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies.  Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements and our senior note indentures.  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)

SIX MONTHS ENDED:
June 30,
   
June 30,
 
2010
   
2009
 
               
CASH PROVIDED BY OPERATING ACTIVITIES
$
2,978
   
$
1,998
 
               
Changes in assets and liabilities
 
(684)
 
   
7
 
               
OPERATING CASH FLOW (a)
$
2,294
   
$
2,005
 


SIX MONTHS ENDED:
June 30,
   
June 30,
 
2010
   
2009
 
               
NET INCOME (LOSS)
$
993
   
$
(5,498)
 
               
Income tax expense (benefit)
 
621
     
(3,298)
 
Interest expense (income)
 
9
     
8
 
Depreciation and amortization of other assets
 
103
     
115
 
Natural gas and oil depreciation, depletion and amortization
 
647
     
742
 
               
EBITDA (b)
$
2,373
   
$
(7,931)
 


SIX MONTHS ENDED:
June 30,
   
June 30,
 
2010
   
2009
 
               
CASH PROVIDED BY OPERATING ACTIVITIES
$
2,978
   
$
1,998
 
               
Changes in assets and liabilities
 
(684)
 
   
7
 
Interest expense (income)
 
9
     
8
 
Unrealized gains (losses) on natural gas and oil derivatives
 
(82)
 
   
(116)
 
Impairment of natural gas and oil properties and other assets
 
     
(9,635)
 
Other items
 
152
     
(193)
 
               
EBITDA (b)
$
2,373
   
$
(7,931)
 


(a)
Operating cash flow represents net cash provided by operating activities before changes in assets and liabilities.  Operating cash flow is presented because management believes it is a useful adjunct to net cash provided by operating activities under accounting principles generally accepted in the United States (GAAP).  Operating cash flow is widely accepted as a financial indicator of a natural gas and oil company's ability to generate cash which is used to internally fund exploration and development activities and to service debt.  This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies within the natural gas and oil exploration and production industry.  Operating cash flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities as an indicator of cash flows, or as a measure of liquidity.
(b)
Ebitda represents net income (loss) before income tax expense, interest expense and depreciation, depletion and amortization expense.  Ebitda is presented as a supplemental financial measurement in the evaluation of our business.  We believe that it provides additional information regarding our ability to meet our future debt service, capital expenditures and working capital requirements.  This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies.  Ebitda is also a financial measurement that, with certain negotiated adjustments, is reported to our lenders pursuant to our bank credit agreements and is used in the financial covenants in our bank credit agreements and our senior note indentures.  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)

   
June 30,
   
March  31,
   
June 30,
 
THREE MONTHS ENDED:
 
2010
   
2010
   
2009
 
                         
EBITDA
 
$
791
   
$
1,583
   
$
763
 
                         
Adjustments:
                       
Unrealized (gains) losses on natural gas and oil derivatives
   
396
     
(315)
 
   
216
 
Loss on redemptions or exchanges of Chesapeake debt
   
69
     
2
     
2
 
Impairment of other assets
   
     
     
5
 
Impairment of investments
   
     
     
10
 
Restructuring costs
   
     
     
34
 
                         
Adjusted EBITDA (a)
 
$
1,256
   
$
1,270
   
$
1,030
 


(a)
Adjusted ebitda excludes certain items that management believes affect the comparability of operating results.  The company discloses these non-GAAP financial measures as a useful adjunct to ebitda because:
 
i.
Management uses adjusted ebitda to evaluate the company’s operational trends and performance relative to other natural gas and oil producing companies.
 
ii.
Adjusted ebitda is more comparable to estimates provided by securities analysts.
 
iii.
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated.  Accordingly, any guidance provided by the company generally excludes information regarding these types of items.



   
June 30,
   
June 30,
 
SIX MONTHS ENDED:
 
2010
   
2009
 
                 
EBITDA
 
$
2,373
   
$
(7,931)
 
                 
Adjustments:
               
Unrealized (gains) losses on natural gas and oil derivatives
   
82
     
116
 
Loss on redemptions or exchanges of Chesapeake debt
   
71
     
2
 
Impairment of natural gas and oil properties and other assets
   
     
9,635
 
Impairment of investments
   
     
162
 
Restructuring costs
   
     
34
 
                 
Adjusted EBITDA (a)
 
$
2,526
   
$
2,018
 


(a)
Adjusted ebitda excludes certain items that management believes affect the comparability of operating results.  The company discloses these non-GAAP financial measures as a useful adjunct to ebitda because:
 
i.
Management uses adjusted ebitda to evaluate the company’s operational trends and performance relative to other natural gas and oil producing companies.
 
ii.
Adjusted ebitda is more comparable to estimates provided by securities analysts.
 
iii.
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated.  Accordingly, any guidance provided by the company generally excludes information regarding these types of items.


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

   
June 30,
   
March 31,
   
June 30,
 
THREE MONTHS ENDED:
 
2010
   
2010
   
2009
 
             
 
         
Net income available to Chesapeake common stockholders
 
$
235
   
 
733
   
$
237
 
                         
Adjustments:
                       
Unrealized (gains) losses on derivatives, net of tax
   
214
     
(210)
 
   
109
 
Loss on redemptions or exchanges of Chesapeake debt, net of tax
   
42
     
1
     
1
 
Impairment of other assets, net of tax
 
 
     
     
3
 
Impairment of investments, net of tax
   
     
     
6
 
Restructuring costs, net of tax
   
     
     
21
 
                         
Adjusted net income available to Chesapeake common stockholders (a)
   
491
     
524
     
377
 
Preferred stock dividends
   
20
     
6
     
6
 
Total adjusted net income
 
$
511
   
$
530
   
$
383
 
                         
Weighted average fully diluted shares outstanding (b)
   
682
     
647
     
622
 
                         
Adjusted earnings per share assuming dilution(a)
 
$
0.75
   
$
0.82
   
$
0.62
 

(a)
Adjusted net income available to common stockholders and adjusted earnings per share assuming dilution exclude certain items that management believes affect the comparability of operating results.  The company discloses these non-GAAP financial measures as a useful adjunct to GAAP earnings because:
 
i.
Management uses adjusted net income available to common stockholders to evaluate the company’s operational trends and performance relative to other natural gas and oil producing companies.
 
ii.
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts.
 
iii.
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated.  Accordingly, any guidance provided by the company generally excludes information regarding these types of items.
(b)
 
Weighted average fully diluted shares outstanding include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP.



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

   
June 30,
   
June 30,
 
SIX MONTHS ENDED:
 
2010
   
2009
 
                 
Net income (loss) available to Chesapeake common stockholders
 
$
968
   
$
(5,510)
 
                 
Adjustments:
               
Unrealized (gains) losses on derivatives, net of tax
   
3
     
19
 
Loss on redemptions or exchanges of Chesapeake debt, net of tax
   
44
     
1
 
Impairment of natural gas and oil properties and other assets, net of tax
 
 
     
6,022
 
Impairment of investments, net of tax
   
     
102
 
Restructuring costs, net of tax
   
     
21
 
                 
Adjusted net income available to Chesapeake common stockholders (a)
   
1,015
     
655
 
Preferred stock dividends
   
25
     
12
 
Total adjusted net income
 
$
1,040
   
$
667
 
                 
Weighted average fully diluted shares outstanding (b)
   
665
     
618
 
                 
Adjusted earnings per share assuming dilution(a)
 
$
1.56
   
$
1.08
 

(a)
Adjusted net income available to common stockholders and adjusted earnings per share assuming dilution exclude certain items that management believes affect the comparability of operating results.  The company discloses these non-GAAP financial measures as a useful adjunct to GAAP earnings because:
 
i.
Management uses adjusted net income available to common stockholders to evaluate the company’s operational trends and performance relative to other natural gas and oil producing companies.
 
ii.
Adjusted net income available to common stockholders is more comparable to earnings estimates provided by securities analysts.
 
iii.
Items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated.  Accordingly, any guidance provided by the company generally excludes information regarding these types of items.
(b)
 
Weighted average fully diluted shares outstanding include shares that were considered antidilutive for calculating earnings per share in accordance with GAAP.




 
 

 


SCHEDULE “A”

CHESAPEAKE’S OUTLOOK AS OF AUGUST 3, 2010

Years Ending December 31, 2010 and 2011

Our policy is to periodically provide guidance on certain factors that affect our future financial performance.  As of August 3, 2010, we are using the following key assumptions in our projections for 2010 and 2011.

The primary changes from our May 4, 2010 Outlook are in italicized bold and are explained as follows:
1)  
Our production guidance has been increased;
2)  
Projected effects of changes in our hedging positions have been updated;
3)  
Equivalent shares outstanding and interest expense has been updated to reflect our private placement of $2.6 billion of preferred stock and the calling and subsequent repayment of certain senior notes; and
4)  
Our cash flow projections and drilling and completion capital expenditures have been updated.

 
Year Ending
12/31/2010
 
Year Ending
12/31/2011
Estimated Production:
     
     Natural gas – bcf
898 – 918
 
990 – 1,010
     Oil – mbbls
19,000
 
34,000
     Natural gas equivalent – bcfe
1,012 – 1,032
 
1,194 – 1,214
       
Daily natural gas equivalent midpoint – mmcfe
2,800
 
3,300
       
Year-over-year (YOY) estimated production increase
12 – 14%
 
17 – 19%
YOY estimated production increase excluding asset sales
20 – 22%
 
19 – 21%
       
NYMEX Price(a) (for calculation of realized hedging effects only):
     
     Natural gas - $/mcf
$4.97
 
$5.50
     Oil - $/bbl
$79.19
 
$80.00
       
Estimated Realized Hedging Effects (based on assumed NYMEX prices above):
     
      Natural gas - $/mcf
$1.88
 
$0.62
      Oil - $/bbl
$3.98
 
$2.81
       
Estimated Differentials to NYMEX Prices:
     
       Natural gas - $/mcf
15 – 20%
 
15 – 20%
       Oil - $/bbl
20 – 25%
 
20 – 25%
       
Operating Costs per Mcfe of Projected Production:
     
       Production expense
$0.85 – 0.95
 
$0.85 – 0.95
       Production taxes (~ 5% of O&G revenues)
$0.25 – 0.30
 
$0.25 – 0.30
       General and administrative(b)
$0.30 – 0.35
 
$0.30 – 0.35
       Stock-based compensation (non-cash)
$0.09 – 0.11
 
$0.09 – 0.11
       DD&A of natural gas and oil assets
$1.35 – 1.55
 
$1.35 – 1.55
       Depreciation of other assets
$0.20 – 0.25
 
$0.20 – 0.25
       Interest expense(c)
$0.15 – 0.20
 
$0.20 – 0.25
       
Other Income per Mcfe:
     
       Marketing, gathering and compression net margin
$0.09 – 0.11
 
$0.09 – 0.11
       Service operations net margin
$0.02 – 0.04
 
$0.02 – 0.04
       Other income (including equity investments)
$0.06 – 0.08
 
$0.06 – 0.08
       
Book Tax Rate (all deferred)
38.5%
 
38.5%
       
Equivalent Shares Outstanding (in millions):
     
       Basic
630 – 635
 
640 – 645
       Diluted
705 – 710
 
750 – 755
       
Operating cash flow before changes in assets and liabilities(d)(e)
$4,900 – 5,000
 
$5,000 – 5,600
Drilling and completion costs, net of joint venture carries
($4,500 – 4,600)
 
($4,500 – 4,600)
Note: refer to footnotes on following page
     


(a)  
NYMEX natural gas prices have been updated for actual contract prices through August 2010 and NYMEX oil prices have been updated for actual contract prices through June 2010.
(b)  
Excludes expenses associated with noncash stock compensation.
(c)  
Does not include gains or losses on interest rate derivatives.
(d)  
A non-GAAP financial measure.  We are unable to provide a reconciliation to projected cash provided by operating activities, the most comparable GAAP measure, because of uncertainties associated with projecting future changes in assets and liabilities.
(e)  
Assumes NYMEX prices of $5.00 to $6.00 per mcf and $80.00 per bbl in 2010 and in 2011.

At June 30, 2010, the company had approximately $2.8 billion of cash and cash equivalents and additional borrowing capacity under its two revolving bank credit facilities.

Commodity Hedging Activities

The company utilizes hedging strategies to hedge the price of a portion of its future natural gas and oil production.  These strategies include:

1)
Swaps: Chesapeake receives a fixed price and pays a floating market price to the counterparty for the hedged commodity.
2)
Collars: These instruments contain a fixed floor price (put) and ceiling price (call).  If the market price exceeds the call strike price or falls below the put strike price, Chesapeake receives the fixed price and pays the market price.  If the market price is between the put and the call strike price, no payments are due from either party.
3)
Knockout swaps: Chesapeake receives a fixed price and pays a floating market price.  The fixed price received by Chesapeake includes a premium in exchange for the possibility to reduce the counterparty’s exposure to zero, in any given month, if the floating market price is lower than certain pre-determined knockout prices.
4)
Call options: Chesapeake sells call options in exchange for a premium.  At the time of settlement, if the market price exceeds the fixed price of the call option, Chesapeake pays the counterparty such excess and if the market price settles below the fixed price of the call option, no payment is due from either party.
5)
Basis protection swaps: These instruments are arrangements that guarantee a price differential to NYMEX for natural gas from a specified delivery point.  For non-Appalachian Basin basis protection swaps, which typically have negative differentials to NYMEX, Chesapeake receives a payment from the counterparty if the price differential is greater than the stated terms of the contract and pays the counterparty if the price differential is less than the stated terms of the contract.  For Appalachian Basin basis protection swaps, which typically have positive differentials to NYMEX, Chesapeake receives a payment from the counterparty if the price differential is less than the stated terms of the contract and pays the counterparty if the price differential is greater than the stated terms of the contract.

All of our derivative instruments are net settled based on the difference between the fixed-price payment and the floating-price payment, resulting in a net amount due to or from the counterparty.

Commodity markets are volatile, and as a result, Chesapeake’s hedging activity is dynamic.  As market conditions warrant, the company may elect to settle a hedging transaction prior to its scheduled maturity date and lock in the gain or loss on the transaction.

Chesapeake enters into natural gas and oil derivative transactions in order to mitigate a portion of its exposure to adverse market changes in natural gas and oil prices.  Accordingly, associated gains or losses from the derivative transactions are reflected as adjustments to natural gas and oil sales.  All realized gains and losses from natural gas and oil derivatives are included in natural gas and oil sales in the month of related production.  In accordance with generally accepted accounting principles, certain derivatives do not qualify for designation as cash flow hedges.  Changes in the fair value of these nonqualifying derivatives that occur prior to their maturity (i.e., because of temporary fluctuations in value) are reported currently in the consolidated statement of operations as unrealized gains (losses) within natural gas and oil sales.  Changes in the fair value of derivative instruments designated as cash flow hedges, to the extent effective in offsetting cash flows attributable to hedged risk, are recorded in other comprehensive income until the hedged item is recognized in earnings.  Any change in fair value resulting from ineffectiveness is recognized currently in natural gas and oil sales.

The company currently has the following open natural gas swaps in place for 2010 and 2011 and also has the following gains from lifted natural gas trades:
 
   
Open Swaps
(Bcf)
 
Avg.
NYMEX
 Strike Price
of
Open Swaps
 
Assuming
Natural Gas Production
(Bcf)
 
Open Swap
Positions
as a % of
Estimated
Total
Natural Gas Production
 
Total
Gains from
Lifted Trades
($ millions)
 
Total
Lifted Gain
per Mcf
of Estimated
Total
Natural Gas Production
 
Q3 2010
 
119
 
$
7.46
             
$
59.1
             
Q4 2010
 
120
 
$
7.70
             
$
62.1
             
Q3-Q4 2010(a)
 
239
 
$
7.58
   
472
 
51%
   
$
121.2
     
$
0.26
   
                                           
Total 2011(a)
 
303
 
$
7.39
   
1,000
 
30%
   
$
59.6
     
$
0.06
   
                                           
 
(a)
Certain hedging arrangements include knockout swaps with provisions limiting the counterparty’s exposure at prices ranging from $6.50 to $6.75 covering 5 bcf in Q3-Q4 2010 and $5.75 to $6.50 covering 24 bcf in 2011.

 
The company currently has the following open natural gas collars in place for 2010 and 2011:
   
Open Collars
(Bcf)
 
Avg.
NYMEX
Floor Price
 
Avg.
NYMEX
Ceiling Price
 
Assuming
Natural Gas
Production
(Bcf)
 
Open Collars
as a % of
Estimated Total
Natural Gas
Production
Q3 2010
 
4
 
$
7.60
   
$
11.75
         
Q4 2010
 
4
 
$
7.60
   
$
11.75
         
Q3-Q4 2010
 
8
 
$
7.60
   
$
11.75
   
472
 
2%
                             
Total 2011
 
7
 
$
7.70
   
$
11.50
   
1,000
 
1%
 
 
The company currently has the following natural gas written call options in place for 2010 and 2011:
   
Call Options
(Bcf)
 
Avg.
NYMEX
Strike Price
 
Avg. Premium
per mcf
 
Assuming
Natural Gas
Production
(Bcf)
 
Call Options
as a % of
Estimated Total
Natural Gas
Production
Q3 2010
 
34
 
$
10.01
   
$
1.25
         
Q4 2010
 
39
 
$
10.07
   
$
1.10
         
Q3-Q4 2010
 
73
 
$
10.04
   
$
1.17
   
472
 
15%
                             
Total 2011
 
69
 
$
9.51
   
$
0.61
   
1,000
 
7%
 
The company has the following natural gas basis protection swaps in place for 2010, 2011 and 2012:
 
Non-Appalachia
 
Appalachia
Volume (Bcf)
 
NYMEX less(a)
 
Volume (Bcf)
 
NYMEX plus(a)
Q3-Q4 2010
 
 
$
   
5
 
$
0.26
 
2011
 
45
   
0.82
   
12
   
0.25
 
2012
 
43
   
0.85
   
   
 
Totals
 
88
 
$
0.84
   
17
 
$
0.25
 
 
(a)
weighted average

 
The company also has the following crude oil swaps in place for 2010 and 2011:
 
Open
Swaps
(mbbls)
 
Avg. NYMEX
Strike Price
 
Assuming
Oil Production
(mbbls)
 
Open Swap
Positions as a %
of Estimated
Total Oil Production
 
Total Gains
(Losses) from
Lifted Trades
($ millions)
 
Total Lifted
Gains (Losses)
per bbl of
Estimated
Total Oil
Production
Q3 2010
2,300
 
$
89.62
   
 
 
$
(4.1
)
   
 
Q4 2010
2,300
 
$
89.62
   
 
 
$
(4.1
)
   
 
Q3-Q4 2010(a)
4,600
 
$
89.62
   
10,700
 
43%
 
$
(8.2
)
 
$
(0.76
)
                                   
Total 2011(a)
3,285
 
$
96.09
   
34,000
 
10%
 
$
32.9
   
$
0.96
 
 
(a)
Certain hedging arrangements include knockout swaps with provisions limiting the counterparty’s exposure below prices of $60.00 covering 2 mmbbls and 1 mmbbls in Q3-Q4 2010 and 2011, respectively.

Note:  Not shown above are written call options covering 1 mmbbls of oil production in Q3-Q4 2010 at a weighted average price of $101.25 per bbl for a weighted average discount of $1.93 per bbl and 5 mmbbls of oil production in 2011 at a weighted average price of $88.08 per bbl for a weighted average premium of $3.29 per bbl.


 
 

 


SCHEDULE “B”

CHESAPEAKE’S OUTLOOK AS OF MAY 4, 2010
(PROVIDED FOR REFERENCE ONLY)
NOW SUPERSEDED BY OUTLOOK AS OF AUGUST 3, 2010

Years Ending December 31, 2010 and 2011

Our policy is to periodically provide guidance on certain factors that affect our future financial performance.  As of May 4, 2010, we are using the following key assumptions in our projections for 2010 and 2011.

The primary changes from our February 17, 2010 Outlook are in italicized bold and are explained as follows:
1)  
Our production guidance has been increased;
2)  
Projected effects of changes in our hedging positions have been updated;
3)  
Equivalent shares outstanding has been updated to reflect exchanges of convertible senior notes; and
4)  
Our cash flow projections have been updated, including increased drilling capital expenditures to reflect additional drilling on oil and natural gas liquids rich plays and anticipated cost inflation, partially offset by improved drilling efficiencies.
 
Year Ending
12/31/2010
 
Year Ending
12/31/2011
Estimated Production:
     
     Natural gas – bcf
874 – 894
 
990 – 1,010
     Oil – mbbls
17,000
 
26,500
     Natural gas equivalent – bcfe
976 – 996
 
1,149 – 1,169
       
Daily natural gas equivalent midpoint – mmcfe
2,700
 
3,175
       
Year-over-year (YOY) estimated production increase
8 – 10%
 
16 – 18%
YOY estimated production increase excluding asset sales
15 – 17%
 
17 – 19%
       
NYMEX Price(a) (for calculation of realized hedging effects only):
     
     Natural gas - $/mcf
$5.21
 
$6.50
     Oil - $/bbl
$79.68
 
$80.00
       
Estimated Realized Hedging Effects (based on assumed NYMEX prices above):
     
      Natural gas - $/mcf
$1.82
 
$0.33
      Oil - $/bbl
$4.05
 
$3.82
       
Estimated Differentials to NYMEX Prices:
     
       Natural gas - $/mcf
15 – 20%
 
15 – 20%
       Oil - $/bbl
15 – 20%
 
15 – 20%
       
Operating Costs per Mcfe of Projected Production:
     
       Production expense
$0.85 – 0.95
 
$0.85 – 0.95
       Production taxes (~ 5% of O&G revenues)
$0.25 – 0.30
 
$0.30 – 0.35
       General and administrative(b)
$0.30 – 0.35
 
$0.30 – 0.35
       Stock-based compensation (non-cash)
$0.09 – 0.11
 
$0.09 – 0.11
       DD&A of natural gas and oil assets
$1.35 – 1.55
 
$1.35 – 1.55
       Depreciation of other assets
$0.20 – 0.25
 
$0.20 – 0.25
       Interest expense(c)
$0.30 – 0.35
 
$0.30 – 0.35
       
Other Income per Mcfe:
     
       Marketing, gathering and compression net margin
$0.07 – 0.09
 
$0.07 – 0.09
       Service operations net margin
$0.04 – 0.06
 
$0.04 – 0.06
       Equity in income of midstream joint venture (CMP)
$0.04 – 0.06
 
$0.04 – 0.06
       
Book Tax Rate (all deferred)
38.5%
 
38.5%
       
Equivalent Shares Outstanding (in millions):
     
       Basic
630 – 635
 
640 – 645
       Diluted
645 – 650
 
650 – 655
       
Operating cash flow before changes in assets and liabilities(d)(e)
$4,800 – 4,900
 
$5,100 – 5,800
Drilling and completion costs(f)
($4,200 – 4,500)
 
($4,300 – 4,600)
Dividends, capitalized interest, cash income taxes, etc.
($350 – 400)
 
($500 – 600)
Note: refer to footnotes on following page
     

(a)  
NYMEX natural gas prices have been updated for actual contract prices through May 2010 and NYMEX oil prices have been updated for actual contract prices through March 2010.
(b)  
Excludes expenses associated with noncash stock compensation.
(c)  
Does not include gains or losses on interest rate derivatives.
(d)  
A non-GAAP financial measure.  We are unable to provide a reconciliation to projected cash provided by operating activities, the most comparable GAAP measure, because of uncertainties associated with projecting future changes in assets and liabilities.
(e)  
Assumes NYMEX prices of $5.00 to $6.00 per mcf and $80.00 per bbl in 2010 and $6.00 to $7.00 per mcf and $80.00 per bbl in 2011.
(f)  
Net of drilling carries.

At March 31, 2010, the company had approximately $2.4 billion of cash and cash equivalents and additional borrowing capacity under its two revolving bank credit facilities.

Commodity Hedging Activities

The company utilizes hedging strategies to hedge the price of a portion of its future natural gas and oil production.  These strategies include:

1)
Swaps: Chesapeake receives a fixed price and pays a floating market price to the counterparty for the hedged commodity.
2)
Collars: These instruments contain a fixed floor price (put) and ceiling price (call).  If the market price exceeds the call strike price or falls below the put strike price, Chesapeake receives the fixed price and pays the market price.  If the market price is between the put and the call strike price, no payments are due from either party.  Three-way collars include an additional put option in exchange for a more favorable strike price on the collar.  This eliminates the counterparty’s downside exposure below the second put option.
3)
Knockout swaps: Chesapeake receives a fixed price and pays a floating market price.  The fixed price received by Chesapeake includes a premium in exchange for the possibility to reduce the counterparty’s exposure to zero, in any given month, if the floating market price is lower than certain pre-determined knockout prices.
4)
Call options: Chesapeake sells call options in exchange for a premium.  At the time of settlement, if the market price exceeds the fixed price of the call option, Chesapeake pays the counterparty such excess and if the market price settles below the fixed price of the call option, no payment is due from either party.
5)
Basis protection swaps: These instruments are arrangements that guarantee a price differential to NYMEX for natural gas from a specified delivery point.  For non-Appalachian Basin basis protection swaps, which typically have negative differentials to NYMEX, Chesapeake receives a payment from the counterparty if the price differential is greater than the stated terms of the contract and pays the counterparty if the price differential is less than the stated terms of the contract.  For Appalachian Basin basis protection swaps, which typically have positive differentials to NYMEX, Chesapeake receives a payment from the counterparty if the price differential is less than the stated terms of the contract and pays the counterparty if the price differential is greater than the stated terms of the contract.

All of our derivative instruments are net settled based on the difference between the fixed-price payment and the floating-price payment, resulting in a net amount due to or from the counterparty.

Commodity markets are volatile, and as a result, Chesapeake’s hedging activity is dynamic.  As market conditions warrant, the company may elect to settle a hedging transaction prior to its scheduled maturity date and lock in the gain or loss on the transaction.

Chesapeake enters into natural gas and oil derivative transactions in order to mitigate a portion of its exposure to adverse market changes in natural gas and oil prices.  Accordingly, associated gains or losses from the derivative transactions are reflected as adjustments to natural gas and oil sales.  All realized gains and losses from natural gas and oil derivatives are included in natural gas and oil sales in the month of related production.  In accordance with generally accepted accounting principles, certain derivatives do not qualify for designation as cash flow hedges.  Changes in the fair value of these nonqualifying derivatives that occur prior to their maturity (i.e., because of temporary fluctuations in value) are reported currently in the consolidated statement of operations as unrealized gains (losses) within natural gas and oil sales.  Changes in the fair value of derivative instruments designated as cash flow hedges, to the extent effective in offsetting cash flows attributable to hedged risk, are recorded in other comprehensive income until the hedged item is recognized in earnings.  Any change in fair value resulting from ineffectiveness is recognized currently in natural gas and oil sales.

The company currently has the following open natural gas swaps in place for 2010 and 2011 and also has the following gains from lifted natural gas trades:
   
Open Swaps
(Bcf)
 
Avg.
NYMEX
 Strike Price
of
Open Swaps
 
Assuming
Natural Gas Production
(Bcf)
 
Open Swap
Positions
as a % of
Estimated
Total
Natural Gas Production
 
Total
Gains from
Lifted Trades
($ millions)
 
Total
Lifted Gain
per Mcf
of Estimated
Total
Natural Gas Production
 
Q2 2010
 
129
 
$
7.40
             
$
36.9
             
Q3 2010
 
119
 
$
7.46
             
$
64.8
             
Q4 2010
 
120
 
$
7.70
             
$
64.4
             
Q2-Q4 2010(a)
 
368
 
$
7.52
   
675
 
55%
   
$
166.1
     
$
0.25
   
                                           
Total 2011(a)
 
157
 
$
7.91
   
1,000
 
16%
   
$
59.6
     
$
0.06
   
 
(a)
Certain hedging arrangements include knockout swaps with provisions limiting the counterparty’s exposure at prices ranging from $6.50 to $6.75 covering 5 bcf in Q2-Q4 2010 and $5.75 to $6.50 covering 24 bcf in 2011.
 
 
The company currently has the following open natural gas collars in place for 2010 and 2011:
   
Open Collars
(Bcf)
 
Avg.
NYMEX
Floor Price
 
Avg.
NYMEX
Ceiling Price
 
Assuming
Natural Gas
Production
(Bcf)
 
Open Collars
as a % of
Estimated Total
Natural Gas
Production
Q2 2010
 
16
 
$
7.04
   
$
9.17
         
Q3 2010
 
4
 
$
7.60
   
$
11.75
         
Q4 2010
 
4
 
$
7.60
   
$
11.75
         
Q2-Q4 2010(a)
 
24
 
$
7.21
   
$
9.97
   
675
 
4%
                             
Total 2011
 
7
 
$
7.70
   
$
11.50
   
1,000
 
1%
 
(a)
Certain collar arrangements include three-way collars that include written put options with a strike price of $4.35 covering 4 bcf in 2010.
 
 
The company currently has the following natural gas written call options in place for 2010 and 2011:
   
Call Options
(Bcf)
 
Avg.
NYMEX
Floor Price
 
Avg. Premium
per mcf
 
Assuming
Natural Gas
Production
(Bcf)
 
Call Options
as a % of
Estimated Total
Natural Gas
Production
Q2 2010
 
28
 
$
9.94
   
$
1.46
         
Q3 2010
 
39
 
$
9.89
   
$
1.10
         
Q4 2010
 
39
 
$
10.07
   
$
1.10
         
Q2-Q4 2010
 
106
 
$
9.97
   
$
1.20
   
675
 
16%
                             
Total 2011
 
69
 
$
9.51
   
$
0.61
   
1,000
 
7%
 
 
The company has the following natural gas basis protection swaps in place for 2010, 2011 and 2012:
 
Non-Appalachia
 
Appalachia
Volume (Bcf)
 
NYMEX less(a)
 
Volume (Bcf)
 
NYMEX plus(a)
Q2-Q4 2010
 
 
$
   
8
 
$
0.26
 
2011
 
45
   
0.82
   
12
   
0.25
 
2012
 
43
   
0.85
   
   
 
Totals
 
88
 
$
0.84
   
20
 
$
0.26
 
 
(a)
weighted average
 
 
The company also has the following crude oil swaps in place for 2010 and 2011:
 
Open
Swaps
(mbbls)
 
Avg. NYMEX
Strike Price
 
Assuming
Oil Production
(mbbls)
 
Open Swap
Positions as a %
of Estimated
Total Oil Production
 
Total Gains
(Losses) from
Lifted Trades
($ millions)
 
Total Lifted
Gains (Losses)
per bbl of
Estimated
Total Oil
Production
Q2 2010
2,275
   
$
89.62
   
 
 
$
(4.0)
     
 
Q3 2010
2,300
   
$
89.62
   
 
 
$
(4.1)
     
 
Q4 2010
2,300
   
$
89.62
   
 
 
$
(4.1)
     
 
Q2-Q4 2010(a)
6,875
   
$
89.62
   
13,100
 
52%
 
$
(12.2)
   
$
(0.93)
 
                                     
Total 2011(a)
3,285
   
$
96.09
   
26,500
 
12%
 
$
32.9
   
$
1.24
 
 
(a)
Certain hedging arrangements include knockout swaps with provisions limiting the counterparty’s exposure below prices of $60.00 covering 4 mmbbls and 1 mmbbls in Q2-Q4 2010 and 2011, respectively.

Note:  Not shown above are written call options covering 1 mmbbls of oil production in Q2-Q4 2010 at a weighted average price of $101.25 per bbl for a weighted average discount of $1.93 per bbl and 3 mmbbls of oil production in 2011 at a weighted average price of $93.13 per bbl for a weighted average premium of $5.34 per bbl.