| Accelerating America’s Energy Reach January 11, 2024 | 4
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction between Chesapeake Energy Corporation (“Chesapeake”)
and Southwestern Energy Company (“Southwestern”), Chesapeake intends to file with the U.S. Securi-ties and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “registration state-ment”) to register the shares of Chesapeake’s common stock to be issued in connection with the proposed
transaction. The registration statement will include a joint proxy statement of Chesapeake and Southwest-ern and will also constitute a prospectus of Chesapeake (the “joint proxy statement/prospectus”). Each of
Chesapeake and Southwestern may also file other documents regarding the proposed transaction with the
SEC. This document is not a substitute for the joint proxy statement/prospectus or the registration state-ment or any other document that Chesapeake or Southwestern may file with the SEC. BEFORE MAKING
ANY VOTING DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT,
THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, SOUTHWESTERN,
THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
After the registration statement has been declared effective, a definitive joint proxy statement/pro-spectus will be mailed to the stockholders of Chesapeake and Southwestern. Investors will be able to
obtain free copies of the registration statement and joint proxy statement/prospectus and other rele-vant documents containing important information about Chesapeake, Southwestern and the proposed
transaction, once such documents are filed with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Chesapeake may be obtained free of
charge on Chesapeake’s website at http://investors.chk.com/. Copies of the documents filed with the
SEC by Southwestern may be obtained free of charge on Southwestern’s website at https://ir.swn.com/
CorporateProfile/default.aspx.
PARTICIPANTS IN THE SOLICITATION
Chesapeake and Southwestern and certain of their respective directors, executive officers and other
members of management and employees may be deemed to be participants in the solicitation of proxies
in connection with the proposed transaction contemplated by the joint proxy statement/prospectus. In-formation regarding Chesapeake’s directors and executive officers and their ownership of Chesapeake’s
securities is set forth in Chesapeake’s filings with the SEC, including Chesapeake’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, and its Proxy Statement on Schedule 14A,
which was filed with the SEC on April 28, 2023. To the extent such person’s ownership of Chesapeake’s
securities has changed since the filing of Chesapeake’s proxy statement, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed with the SEC thereafter. Informa-tion regarding Southwestern’s directors and executive officers and their ownership of Southwestern’s
securities is set forth in Southwestern’s filings with the SEC, including Southwestern’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2022, and its Proxy Statement on Schedule 14A,
which was filed with the SEC on April 5, 2023. To the extent such person’s ownership of Southwestern’s
securities has changed since the filing of Southwestern’s proxy statement, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC thereafter. Ad-ditional information regarding the interests of those persons and other persons who may be deemed
participants in the proxy solicitations may be obtained by reading the joint proxy statement/prospectus
and other relevant materials that will be filed with the SEC regarding the proposed transaction when
such documents become available. You may obtain free copies of these documents as described in the
preceding paragraph.
NO OFFER OR SOLICITATION
This communication relates to the proposed transaction between Chesapeake and Southwestern. This
communication is for informational purposes only and shall not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities or a solicitation of any vote or approval, in
any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance,
exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a prospectus meeting the require-ments of Section 10 of the Securities Act of 1933, as amended.
This communication contains “forward-looking statements” within the meaning of the federal securities
laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “cause,”
“continue,” “could,” “depend,” “develop,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “have,”
“impact,” “implement,” “increase,” “intends,” “lead,” “maintain,” “may,” “might,” “plans,” “potential,”
“possible,” “projected,” “reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “will,” “would” and
other similar words or expressions. The absence of such words or expressions does not necessarily mean
the statements are not forward-looking. Forward-looking statements are not statements of historical fact
and reflect Chesapeake’s and Southwestern’s current views about future events. These forward-looking
statements include, but are not limited to, statements regarding the proposed transaction between Chesa-peake and Southwestern, the expected closing of the proposed transaction and the timing thereof and the
proforma combined company and its operations, strategies and plans, integration, enhancements to invest-ment grade credit profile, emissions profile, debt levels and leverage ratio, capital expenditures, liquidity,
return on capital employed, net asset value, cost of capital, operating cash flows, cash flows and anticipated
uses thereof, synergies, opportunities and anticipated future performance, capital structure, achievement
of investment-grade credit rating, expected accretion to earnings NAV, ROCE, cash flow and free cash flow,
anticipated dividends, and natural gas portfolio, demand for products, quality of inventory and ability to
deliver affordable lower carbon energy. Information adjusted for the proposed transaction should not be
considered a forecast of future results. Although we believe our forward-looking statements are reasonable,
statements made regarding future results are not guarantees of future performance and are subject to nu-merous assumptions, uncertainties and risks that are difficult to predict. Forward-looking statements are
based on current expectations, estimates and assumptions that involve a number of risks and uncertainties
that could cause actual results to differ materially from those projected.
Actual outcomes and results may differ materially from the results stated or implied in the forward-looking
statements included in this communication due to a number of factors, including, but not limited to: the
occurrence of any event, change or other circumstances that could give rise to the termination of the
merger agreement; the possibility that Chesapeake stockholders may not approve the issuance of Ches-apeake’s common stock in connection with the proposed transaction; the possibility that the stockhold-ers of Southwestern may not approve the merger agreement; the risk that Chesapeake or Southwestern
may be unable to obtain governmental and regulatory approvals required for the proposed transaction,
or required governmental and regulatory approvals may delay the merger or result in the imposition of
conditions that could cause the parties to abandon the merger; the risk that the parties may not be able to
satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption
of management time from ongoing business operations due to the proposed transaction; the risk that
any announcements relating to the proposed transaction could have adverse effects on the market price
of Chesapeake’s common stock or Southwestern’s common stock; the risk of any unexpected costs or
expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed trans-action; the risk that the proposed transaction and its announcement could have an adverse effect on the
ability of Chesapeake and Southwestern to retain and hire key personnel, on the ability of and Southwest-ern to attract third-party customers and maintain its relationships with derivatives counterparties and
on Chesapeake’s and Southwestern’s operating results and businesses generally; the risk that problems
Chesapeake may arise in successfully integrating the businesses of the companies, which may result in
the combined company not operating as effectively and efficiently as expected; the risk that the combined
company may be unable to achieve synergies or other anticipated benefits of the proposed transaction
or it may take longer than expected to achieve those synergies or benefits and other important factors
that could cause actual results to differ materially from those projected; the volatility in commodity prices
for crude oil and natural gas, the presence or recoverability of estimated reserves; the ability to replace
reserves; environmental risks, drilling and operating risks, including the potential liability for remedial ac-tions or assessments under existing or future environmental regulations and litigation; exploration and
development risks; the effect of future regulatory or legislative actions on the companies or the industry in
which they operate, including the risk of new restrictions with respect to oil and natural gas development
activities; the risk that the credit ratings of the combined business may be different from what the com-panies expect; the ability of management to execute its plans to meet its goals and other risks inherent
in Chesapeake’s and Southwestern’s businesses; public health crises, such as pandemics and epidemics,
and any related government policies and actions; the potential disruption or interruption of Chesapeake’s
or Southwestern’s operations due to war, accidents, political events, civil unrest, severe weather, cyber
threats, terrorist acts, or other natural or human causes beyond Chesapeake’s or Southwestern’s control;
and the combined company’s ability to identify and mitigate the risks and hazards inherent in operating in
the global energy industry. Other unpredictable or unknown factors not discussed in this communication
could also have material adverse effects on forward-looking statements.
All such factors are difficult to predict and are beyond Chesapeake’s or Southwestern’s control, including
those detailed in Chesapeake’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K that are available on its website at http://investors.chk.com/ and on the SEC’s website
at http://www.sec.gov, and those detailed in Southwestern’s annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K that are available on Southwestern’s website at https://
ir.swn.com/CorporateProfile/default.aspx and on the SEC’s website at http://www.sec.gov. Forward-looking
statements are based on the estimates and opinions of management at the time the statements are made.
Chesapeake and Southwestern undertake no obligation to publicly correct or update the forward-looking
statements in this communication, in other documents, or on their respective websites to reflect new infor-mation, future events or otherwise, except as required by applicable law. All such statements are expressly
qualified by this cautionary statement. Readers are cautioned not to place undue reliance on these for-ward-looking statements that speak only as of the date hereof.
This presentation contains certain financial measures that are not prepared or presented in accordance
with generally accepted accounting principles (“GAAP”). These non-GAAP financial measures include
EBITDAX and net debt. Non-GAAP financial measures are not measurements of financial performance
under GAAP and should not be alternatives to amounts presented in accordance with GAAP. Chesapeake
and Southwestern view these non-GAAP financial measures as supplemental and they are not intended
to be a substitute for, or superior to, the information provided by GAAP financial results.
FORWARD-LOOKING STATEMENTS
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS |