In this issue of Chessy's newsletter, the main article focuses on the company's program in the Utica Shale. With lots of facts and figures, Chessy tells why the Utica is an important play for the company. Following that article is an article revealing how Chessy has innovated a new way to move Utica Shale drilling rigs in about half the time--saving the company $42,000 per day shaved off the moving process, and making it possible to drill more wells each year.

1. ThePlay
Winter 2013
A publication of Chesapeake Energy Corporation
Proud symbol of the
nation’s top driller,
Nomac Rig #70 makes
its debut in Ohio’s
Utica Shale. The
PeakeRig™, designed
and built especially
for Chesapeake,
incorporates the
newest advancements
in efficiency and
hydraulics.

2. CHK’s Reserves/Production Contents Winter 2013
Reserves
20,000
Production
4.5
Oil production Average operated rig count
180 2
Natural gas production Estimated rig count
Estimated oil production
Estimated natural gas production
16,000
The Play: Utica Shale Chesapeake is
Average daily production (Bcfe/day)
3.0 120
poised for success as infrastructure comes
Average operated rig count
12,000 on line to process and transport the bountiful
Reserves in Bcfe
natural gas being produced in this Ohio play
8,000
1.5 60
6
4,000
Moving on
0 0 The Peake Move Process improves efficiency,
0 YE’ 2008 YE’ 2009 YE’ 2010 YE’ 2011 3Q / 2012 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 12E 13E taking a new approach to rig moves
2006 2007 2008 2009 2010 2011 2012
8
ChK’s Operating Area Map
Anadarko Basin:
Powder River Basin: Cleveland and Tonkawa Changing the way America fuels
Niobrara Shale Tight Sands Marcellus Shale The breakthrough CNG In A Box™ system
provides retailers and fleet managers an
Anadarko Basin: affordable, market-ready CNG fueling option
10
Mississippi Lime
Utica Shale
Liquid assets As the company’s oil and
natural gas liquids production increases, Chesa‑
peake develops a focused oil measurement
system based on new technology
12 Inside Chesapeake
A closer look at the company’s
people and progress
Chesapeake Energy Corporation
Anadarko Basin: (NYSE:CHK) is the second-largest producer
Texas Panhandle Granite Wash of natural gas, a Top 15 producer of oil and
natural gas liquids and the most active driller
Anadarko Basin: of new wells in the U.S. Headquartered in
Colony Granite Wash Oklahoma City, the company’s operations
Haynesville / are focused on discovering and developing
Bossier Shales unconventional natural gas and oil fields
Barnett Shale onshore in the U.S. Chesapeake owns leading
positions in the Eagle Ford, Utica, Granite
Wash, Cleveland, Tonkawa, Mississippi Lime
and Niobrara unconventional liquids plays
and in the Marcellus, Haynesville/Bossier and
Natural gas plays Eagle Ford Shale Barnett unconventional natural gas shale
plays. The company also owns substantial
Liquids plays marketing and oilfield services businesses
Wet gas window through its subsidiaries Chesapeake Energy
Marketing, Inc. and Chesapeake Oilfield
Operating states Services, L.L.C.
Printed on recycled paper

3. ThePlay
Winter 2013
The Play: the active exploration for natural gas or oil, or the area being
explored or leased; seismic activity, leasing, wildcatting in or on a trend.
Executive PRofile
Archie Dunham’s ability to look life directly in
the eye has served him well during a career spanning
decades of energy industry ups and downs, mergers Archie Dunham
and separations, economic changes and stunning Chairman of the Board –
technological advancements that have altered Chesapeake Energy
America’s oil and gas prospects, maybe forever.
In June 2012 Dunham was the retired chairman of ConocoPhillips when he
was approached to serve as Chesapeake’s Chairman of the Board. Once again
looking life directly in the eye, he abandoned retirement to take on the challenge,
although he is quick to say he didn’t go after the job.
“When they came to me, I thought about how America has a great
opportunity to be energy independent — and Chesapeake has really helped
make that possible,” he said. “I think this will be the most exciting time in the
“If you really
history of the company.” want to make a
Dunham earned a degree in geological engineering from the University difference, you
of Oklahoma in 1960, but quickly decided that engineering was not for him. have to determine
“I went back to school after serving four years in the United States Marine what are the
Corps to get a master’s degree in business administration,” he said. “I wanted critical few
to be happy — and I already knew I liked the business world. So I guess my problems in a
advice to students is to get educated in a field that really makes you happy.” given situation
It also made him successful. After earning his MBA in 1966, Dunham — and then really
joined Conoco’s management development program and climbed the
corporate ladder. In 1996, he was elected President and CEO, and in 1998
focus on them.”
he was instrumental in guiding Conoco’s IPO separation from its parent
company, DuPont. The following year Dunham was named Chairman,
President and CEO of Conoco Inc., and in 2002 he negotiated the merger
of equals between Conoco Inc. and Phillips Petroleum Company.
What does it take for that kind of long-term achievement in the world
of big business?
“Most important I think, it takes focus,” Dunham replied. “If you really want
to make a difference, you have to determine what are the critical few problems
in a given situation — and then really focus on them.” Chesapeake’s nimbleness and speed in capturing the opportunities associated
His focus as Chairman of Chesapeake’s board of directors is to bring with the major shale plays in the United States.
together and educate a newly configured board, and put the company’s “We’re entering a new period of aggressive development of the oil and gas
reputation at the top in matters of integrity and corporate governance. resource opportunities the company captured in the past 10 years,” Dunham
“I am pleased that the board has instituted significant changes in governance said. “This is going to be an exciting and profitable time for the company, our
that will make this a stronger company,” he said. employees and shareholders as we develop these resources.”
Dunham is also very appreciative of the leadership of CEO and co-founder Dunham shares Chesapeake’s commitment to and optimism about the
Aubrey McClendon, who announced he has agreed with the board that he will future of natural gas.
retire this spring. “Natural gas prices are going to significantly increase in the next couple
“I have great respect for Aubrey’s intellect, entrepreneurship and his ability of years,” he predicted. “And in the next 10 years I think Chesapeake will be-
to capture opportunities for Chesapeake,” he commented. “I believe the com- come a huge company and a great leader in the movement toward American
pany’s asset base — better than that of any major company — is the result of energy independence.”
The Play Winter 2013

4. 2013
The Play:
Utica Shale
2
Poised forSuc By Cheryl Hudak
Chesapeake is looking
forward to a happy new year
in Ohio, as infrastructure is
completed to process and
transport the bountiful wet
gas the company is finding in
the Utica Shale.
“Come February, our wells
will be coming on line, as
we complete compression
and pipeline facilities to
take liquids to processing
plants,”said Tim Dugan,
District Manager – Utica
At right, Floorhands Scott Niermeyer and Roger Harper, crew members
on Nomac Rig #70, drilling the Lucas 35-11-4 6H in Carroll County, Ohio. District, Eastern Division.
Above, a pristine Christmas tree marks a Carroll County production site.
“Throughout 2013, we will
continue to ramp up.”
(Continued on page 4)
The Play Winter 2013

5. 3
uccess 3
The Play Winter 2013

6. (Continued from page 3)
Homecoming
Chesapeake’s Utica Shale operations The discovery and launch of the
bring native sons back to Ohio Utica Shale has been a whirlwind,
Joe Starkey, Production Super‑ even for a company like Chesapeake,
Joe Starkey
intendent in Chesapeake’s Utica Shale renowned for its innovative petro‑
operations, grew up in Waterford, Ohio. science capabilities and rapid-fire
But it took almost a decade after grad- development.
uating from college for Starkey to find
his true career — and come back home “I am hoping that the Utica will
to the Buckeye State. achieve profitability faster than any
“It was kind of a roundabout pro- other Chesapeake play,” Dugan said.
cess,” he explained. “I originally got a The company’s initial drilling results,
marketing degree from Marietta Col- announced in September 2011, were
lege in southeast Ohio. Then in 2001, I exciting. Its energetic Land Depart‑
ran into a childhood friend, Zach Arnold,
who was doing an internship for an ex- ment had already begun amassing
ploration and production company in leasehold of more than 1.6 million
West Texas. Running into Zach was a gross acres, which the company
wakeup call, because those were tough believes will support drilling more
times in the marketing business.”
than 13,000 wells.
So tough, in fact, that Starkey re- Today Chesapeake has defined
turned to Marietta College for a degree in petroleum engineering. The
school has a strong petroleum engineering curriculum, because the the Utica’s core wet gas window, in
area was once a hub of EP development. But when that activity fad- which it will target development in
ed, the college only had three or four engineering students graduating Carroll, Columbiana, Harrison and
each year. Today, amidst Ohio’s new energy boom, the program has Jefferson counties in eastern Ohio.
more than 100 students.
The company has 14 rigs operating in
After receiving his engineering degree in 2004, Starkey moved to those counties and expects to raise
West Virginia with an EP company, and later found himself working
as a production engineer in Midland, Texas. that number to 17 in 2013. Of the 179
“I was homesick for more than three and a half years while I lived wells Chesapeake has drilled thus far
in Midland,” Starkey recalled. “Then in the fall of 2010, I heard in the Utica, 45 are producing while
4 that Chesapeake had drilled a Utica Shale well in Ohio. That was
very exciting to me. I was really eager to get back home. I sent my
resume to an engineer I knew at Chesapeake and called him every
month to ask about job opportunities.
45 await pipeline connections. An‑
other 76 are in various stages of com‑
pletion. As midstream constraints
are reduced, Chesapeake expects
“He told me to hang tight,” Starkey laughed. “I kept calling and the Utica to make a much larger con‑
finally got an interview. I went to work for Chesapeake on June 29,
2011, in the company’s Jane Lew, West Virginia, office. It wasn’t quite tribution to its production growth.
home, but it was a lot closer.” The Utica is a complex play to de‑
Today, Joe Starkey is officially back home in Ohio, where he velop, with other EP operators in the on surface issues, and making sure
is working in Chesapeake’s Canton, Ohio, field office and making a region wondering how Chesapeake co‑ our operations will have as little im-
very important contribution to Chesapeake’s success in the Utica Shale ordinates drilling locations and sched‑ pact as possible on the environment
— and where his two young children live in happy proximity to ules for 14 rigs. Geologically, the Utica and the public. These preliminary op-
their grandmothers.
“Joe and his group are outstanding,” said District Manager Tim
is challenging as we try to understand erations cost us up to $300,000 before
Dugan. “For example, they worked with a local tank manufacturer, the varying rock properties across the we even begin to build a drillsite. The
the Waterford Tank Company, to get certified with the American different windows (dry gas, wet gas land and preparatory work is almost
Petroleum Institute to meet Chesapeake’s specifications. They made and oil windows). From a land stand‑ harder than drilling and production.”
it. And it’s been great for everyone involved: their business benefits point, putting units together, working To further refine the process,
because they’re selling us tanks, and by buying locally, we reduced our around mining operations and clear‑ Nomac Drilling, a wholly owned affili-
transportation costs, which has saved Chesapeake a lot of money.”
ing titles has not been an easy task. Op‑ ate of Chesapeake Oilfield Services
Just as important, a generation of excellent workers has found its
way home. erationally, the terrain and weather in (itself a wholly owned subsidiary of
“I really love my job and being near my family,” Starkey said. the Eastern Division also create unique Chesapeake), delivered the first new
He also enjoys working with three of his childhood friends who are challenges. However, we have assem‑ PeakeRig™ to the Utica Shale in De-
also Chesapeake employees today: Nick Pottmeyer, Completion bled a Utica team that has been able to cember. Designed and built especially
Superintendent; Joe Baker, Associate Production Superintendent; work through these obstacles and stay for the company, the PeakeRig incor-
and Zachary Arnold, Operations Manager in South/Marcellus Central. ahead of the drilling rigs to keep us well porates new advancements in effi-
To date, Chesapeake operations in the Utica Shale have been ahead of our competitors. ciency and hydraulics that enable it to
the catalyst for creating more than 500 direct jobs with thousands “We do a great deal of work before “walk” on a multiwell padsite. That ca-
of jobs created indirectly with vendors, service companies and
peripheral businesses. we even build a drilling location or a pability will be put to good use in the
drillbit hits the ground,” Dugan noted. Utica, where 60% of all drilling sites
“We’re out there clearing title, working are on multiwell pads. It will also keep
with leaseholders and coal companies costs down — a big challenge in to-
day’s energy industry.
The Play Winter 2013

7. State-of-the-art systems and controls
on the PeakeRig increase efficiency and
safety for crew members like Driller Jeremy
Camburn and Motorman Roger Van Ryn.
“We’ve worked our costs down Safety continues to be a top prior-
relatively fast in this new play,” Dugan ity in the new play — not just among An Economic Boon “We’re increasing
said. “We’re increasing efficiencies Chesapeake employees, but ven- efficiencies and
The Utica Shale is helping finding ways
and finding ways to reduce costs in ev- dors as well. Dugan pointed out to enliven the Ohio economy,
ery aspect of development: using the that although the Utica ramp up with unemployment dropping from to reduce costs
PeakeRig, rotary steerable drilling ca- has been rapid, its safety record has 9.4% in 2011 to 6.8% in 2012. In Carroll in every aspect
pacity, innovations in our well comple- been outstanding. County, at the heart of Chesapeake’s of development.”
tions, and more efficient production Teamwork makes that possible. core area, unemployment moved
from above 12% in early 2011 to
facility installations. And while we are So does experience. Dugan himself 6.9% in November 2012. A recent
using new techniques and equipment, has worked with Chesapeake devel- Global Insight Study from IHS
we are not cutting corners. We want to opment teams in the Barnett, Haynes- (Information Handling Services) stated
5
impact costs, but not impact the qual- ville and Marcellus South regions that unconventional gas activity
contributed value-added economic
ity of what we’re doing.” before taking on leadership in Ohio. activity of $4.1 billion to Ohio in 2012,
A $2.32 billion joint venture part- “Everyone shares their knowledge and forecast that the contribution will
nership the company entered into and experience from other plays,” grow to $35.2 billion by 2035. Oil and
with Total EP USA in December 2011 Dugan said. “For instance, a big chal- gas activity creates jobs and income,
is helping defray some of those costs. lenge in Utica is that the liquid-rich creates leasehold payments, taxes and
renewed economic activity, including
Approximately $1.25 billion of the orig- nature of this play adds complexity the manufacturing sector as it makes
inal $1.42 billion in drilling carries re- to the development process. So we’re supplies, equipment and machinery
mained available at the end of the third getting great input from our counter- to support the industry. A study by
quarter of 2012. Chesapeake antici- parts in the liquids-rich Eagle Ford the Ohio Shale Coalition predicts that
$6 billion will be spent on drilling
pates using all the remaining carry by Shale play of South Texas. and completing wells in Ohio by the
year-end 2014, which will pay for 60% end of 2014.
of our drilling costs during that time.
The Play Winter 2013

8. The Logistics:
The Peake Move Process
Anyone who has been daunted by the
prospect of moving a refrigerator
or a couch should consider the
challenge of loading up, transporting
and reassembling a 106-foot, 2-million-
pound drilling rig — every few weeks!
Moving a typical drilling rig
involves 85 tractor-trailer
loads, each weighing between
Mo and safety representatives. Some of
the participants are Chesapeake
employees, while others work for sub-
Senior Drilling Engineer Roi Lam sidiaries and third-party vendors, all
was named to manage a project de- of whom are required to attend pre-
signed to break down performance move meetings that enhance team‑
25,000 and 50,000 pounds. Load barriers in the rig moving process, work and communication.
sizes may vary depending on using new approaches to “The field personnel
the specific equipment, but teamwork, communica- Almost every one from Hodges Trucking,
Rigging down! Nomac Rig #311 they average 50 feet in length, tions and planning. of the 21 rigs using Nomac and Chesapeake
begins its move after reaching a 9 feet wide and 11 feet tall. The resulting Peake the process has should all be commended
total depth of more than 15,000 Move Process (PMP) was reduced its average on their support,” said Lam.
feet on the Creamer 25-5-2 3H As the most active driller in the implemented in the East- move time from 7.78 “Without them, the program
well in Jefferson County, Ohio.
nation, Chesapeake knows that time is ern Division in July 2012, days to 3.67 days — would not be as successful.”
money. Every day that passes between and its results have been more than 50%. Every risk in an upcom-
the time a rig is released very impressive. Almost every one of ing move is identified, assessed and
from one site and it spuds a the 21 rigs using the process has re- managed. A PMP workbook
well on the next site is a day duced its average move time from 7.78 describes every step of the
not drilling. Down time be- days to 3.67 days — more than 50%. The move and assigns tasks to ac-
tween drilling also affects time saved equates to money saved, complish it. Planning sheets
the company’s production and with the cost of a typical rig move are developed for each phase
and efficiency, which between $300,000 and $500,000, PMP of the move. Daily progress
reduces profitability. is improving Chesapeake’s bottom line. reports are filed, and a final
Early in 2012, a multi- “Every day we save moving one rig review provides highlights of
disciplinary team took on saves the company more than $42,000,” each move as well as lessons
the challenge of improv- said Bert. “Since implementing PMP, learned for future reference.
ing rig move efficiency, we have saved more than $110,000 per An online PMP site holds sup-
and it began by recording well — that’s an estimated $9.7 million port documents, layouts of all
a video of the moving pro- over the past six months.” rigs, best practices, moving
cess on one rig. The logistics of rig moving are tips and warnings.
“Our team watched complicated. Something as obvious “We have employees who form
that video several times,” as mis-scheduling equipment can special moving crews,” Bert explained,
said Dave Bert, Vice Presi- impede the entire job. With PMP, no “and we may have a PMP facilitator on
dent – Drilling, Eastern detail is left to chance, from the arrival hand to coach the rig move, improving
Division. “We thought we’d of trailers to haul a 50,000-pound rig teamwork and communications.
probably see some ‘double mast to making sure the outdoor grill Some of these facilitators are among
handling’ of equipment. works at the celebration following a Chesapeake’s military veteran hires.
But watching the video, we saw that Best-In-Class move. The bottlenecks That makes sense, because PMP
one piece of equipment was handled are in the details, such as having moves rigs with almost military
five times! It was time to do something.” enough pressure washers ready at precision. Their military training and
6 a drillsite to wash down equipment
without holding up trucking crews.
Manpower is equally challenging:
logistical experience makes them
ideal candidates for the job.”
One of the most important bene‑
coordinating rig crews, drilling super- fits of PMP is its emphasis on safety.
visors, pressure washing companies, An orderly process with careful plan-
crane operators, heavy-hauling com- ning and risk assessment reduces
panies, specialized moving crews the risk of accidents.
The Play Winter 2013
Photography by Michelle Dodd

9. ovingOn
ovingOn
“Our goal is to learn the difference
between being quick, precise and effi-
cient — versus hurrying and taking high-
risk shortcuts,” Bert said. “Safety is a
priority in the PMP. We use walkie-talk-
ies, reflective vests, hard hat lamps, risk
By Cheryl Hudak
impact communities where we operate.
“The PMP helps minimize disrup-
tion to the public by focusing on mak-
ing rig moves as efficient as possible
through more effective planning and
scheduling,” said Lam. “The fewer days
expanded into the Northern Division
and then to other operations across
the company.
Improved rig moving processes
may be just the beginning. Given Chesa-
peake’s characteristic ability to transfer
registers and debriefing to determine it takes to move a rig, the lower our im- knowledge from one activity to another,
how each task can be done safely.” pact on the public.” PMP will likely be adapted to further
The process was also designed to Since its successful introduction refine other company operations.
heighten sensitivity to how rig moves in the Eastern Division, PMP is being
7
Above, concentration shows on the face of Greg
Armstead and fellow Nomac Rig #311 crew members.
Right, Hodges Trucking, a Chesapeake affiliate, takes
on a heavy load during the complex task of moving
and reassembling a 2-million-pound drilling rig.
The Play Winter 2013

10. The Business:
BUILDING CNG INFRASTRUCTURE
Changing the
By Brandi Wessel
Compressed natural gas (CNG) as Wilkinson, Chesapeake Vice President
a transportation fuel is often viewed as – Natural Gas Ventures. “Most impor- What is CNG?
a chicken or egg conundrum. Which tantly, we were able to get the attention
comes first — the infrastructure need- we wanted from the right audience — CNG is a readily available
ed to make CNG accessible to the pub- and they were impressed with what alternative to gasoline that’s
8 lic or consumer demand for more CNG
fueling stations? Peake Fuel Solutions, a
wholly owned Chesapeake subsidiary,
through a partnership with GE, is deliv-
they saw and the way the product ad-
dresses all of the issues they thought
they might encounter.”
From compressors specifically
made by compressing natural
gas to less than 1% of its
volume at standard pressure.
It offers the same power and
ering the answer designed to take advantage of real-time performance as its gasoline
with its CNG In “Nothing we diagnostic readings to dispenser sys- and diesel counterparts at
A Box™ system. did was really tems guaranteed to provide a positive approximately half the price
The break- rocket science, user experience, CNG In A Box is the first per gallon at the pump.
through, plug-and- but it’s definitely completely integrated system of its kind. CNG is also better for the
play system pro- something no “GE had some great ideas about environment, reducing:
vides retailers and one else is doing.” how we could make this doable on a ■ Carbon dioxide (CO2) emissions
fleet managers an affordable and mar- mass scale,” said Wilkinson. “We went by 20% to 30%
ket-ready CNG fueling option. Backed through the supply chain and select- ■ Carbon monoxide (CO) emissions
by GE’s ecomagination™ qualification, ed equipment that allowed us to cre- up to 75%
it provides the on-site infrastructure — ate an easy-to-install unit. We only have ■ Nitrogen oxide (NOx) emissions
compressors, motors, dispensers, stor- to make small, simple additions to our by approximately 50%
age and controls — needed to instantly base system to allow it to safely operate
unlock new profits for retailers and on higher pressure supply lines.” ■ Up to 95% of particulate matter
help fleet managers save 40–60% a This versatility means the system (PM) emissions
year on fuel costs. does not require expensive specialty Natural gas powers more than 12
“The benefits of natural gas, partic- parts or training to operate — an appeal- million vehicles on the road today.
ularly the cost savings, make it an attrac- ing benefit over competing alternatives. Unfortunately, only 125,000 of these
tive alternative to gasoline or diesel,” “Nothing we did was really rocket are being used in the U.S., according
said Norman Herrera, Director – Market science,” said Wilkinson, “but it’s defi- to GE. The average growth rate in the
U.S. shows a 3.7% increase per year
Development for Chesapeake. “Fleet nitely something no one else is doing. since 2000, compared to the booming
managers who have a private central When we first started talking with GE global growth rate of 30.6% per year.
location for fueling have been realizing about the product, we sat down and
cost savings for some time. But now, discussed what our ideal system would Learn more about
convenience store owners and other look like, how it would function and the advantages of CNG
fuel providers have the ability to add what we needed to do to make it work. at CNGnow.com.
an affordable, reliable CNG system to Then we did the first install ourselves so
public stations, which will simultane- we could see what did and didn’t work,
ously help grow infrastructure and and corrected any problems we en-
consumer demand.” countered without using potential cus-
So far, the CNG In A Box system, tomers as our guinea pigs. The result is
which debuted in 2012 at the National something unlike anything else on the
Association of Convenience Stores market today.”
Show in Las Vegas, is receiving rave Want to know more about CNG In Plug-and-play systems make
reviews. “We received more than 220 A Box or see just how much you could CNG In A Box accessible to
retailers from coast to coast.
sales leads with some of the nation’s save by switching to a CNG vehicle?
most recognized chains,” said Kent Visit PeakeFuelSolutions.com.
The Play Winter 2013

11. Way america Fuels
This Breakthrough system Provides
An Affordable and market-ready
Compressed natural gas option
for retailers and fleets
9
The Play Winter 2013

12. The TECHNOLOGY:
Liq
Liquids Measurement
By Cheryl Hudak
New Technology Helps
Each day approximately 1,000
tanker trucks of oil leave
Chesapeake-operated wells. For
Chesapeake Measure Up
each of those loads, the process
begins when a tank of oil is ready
to sell on a production site.
In the oil-rich Eagle Ford Shale of South
Texas, driver Jim Schell tests and hauls
crude oil for Chesapeake affiliate Oilfield
Trucking Solutions.
10
The Play Winter 2013

13. quidAssets
In the past two years,
Chesapeake’s success in re-
focusing its production on
oil and natural gas liquids
Technology and Supervisory Con‑
trol and Data Acquisition (SCADA)
groups. As the program successful‑
ly grew, oil measurement became a
“This enables us to have better
tracking and analysis,” Isaacs said,
“and helps us improve on the pro-
cesses and procedures we use to
Tools of the Trade
New technology used in the oil measure-
ment process provides information to
has earned it a position as the separate entity led by Misty Isaacs manage our 1.1 million barrel av- manage inventory, obtain accurate mea-
11th largest oil and natural within Operations in October 2012. erage oil inventory. It also includes surements and track sales. In addition to
CHKLiquids, some of the tools include:
gas liquids producer in the “I was interested in process, a contract section for CEMI, Ches-
U.S. while also retaining its control and efficiency,” said Isaacs, apeake Energy Marketing, Inc., Tank Sticks installed at batteries
to read oil and water levels and oil
status as the #2 producer of Coordinator – Liquids Measure‑ our crude oil marketing group. temperature in the tank. Tank sticks can
U.S. natural gas. Remarkably, ments and Projects. “So helping Previously, contracts were man- be tied back to flow computers, which
the company’s oil production build the oil measurement pro‑ aged within spreadsheets.” relay information and help avoid spills by
automatically shutting in a well if oil and
increased 96% from the third gram has been exciting for me.” When the hauler arrives at water levels are too high.
quarter of 2011 to the third quarter the well, the driver measures the Coriolis Allocation Meters
2012, during which it produced oil volume in the tank before and measure the oil delivered to a central
an average of 97,800 barrels of after oil is pumped onto the truck delivery point and determine the number
oil per day. for transport and sale. A run ticket of barrels produced by each well. The
meters also indicate the density/API
A focused oil measurement is left on location to document gravity of the oil, which the field and Oil
program is integral to the com- the sale. Pumpers enter the run Measurement Group monitors for changes
pany’s success in growing its ticket into a database so the data to help optimize production equipment
production as 90% of its oil pro- can be tracked and validated. and ensure accurate measurement.
duction is transported from the “This new technology is a Lease Automatic Custody
Transfer (LACT) Meters are used
wellhead to the market by truck step in the right direction,” Isaacs for selling oil on large-volume central
and 10% by pipeline. Recognizing From their first meeting, said. “It saves time and provides tank batteries and determine the quality
the complexity of tracking pro- everyone involved in developing a verifiable audit trail of data. It and quantity of oil sold. This automated
duction, quality, movement, sales the program focused on adding aligns with American Petroleum system is safer, more efficient and
provides more accurate measurement
and royalty payments on rapidly value and efficiency to Chesa‑ Institute standards and gives us than the previous process, where the
increasing quantities of oil, a peake. Each day approximately continually updated information driver used a gauge line and dropped
program was initiated in 2010 to 1,000 tanker trucks of oil leave at our fingertips.” it in the tank to measure the oil.
measure oil as efficiently as the Chesapeake-operated wells. For Pumpers work closely with FlowCal Measurement
Software receives data directly from
company’s gas measurement pro- each of those loads, the process measurement technicians assign- allocation and LACT meters. This data is
gram. The foundation of that pro- begins when a tank of oil is ready ed to the field, and together they studied daily by measurement analysts
gram would be new technology. to sell on a production site. Ches‑ play a critical role in the process for accuracy to ensure that royalty
“Oil production is on a rapid apeake pumpers submit load of tracking transportation and owners are properly paid for the correct
amount of resources sold. This task was
incline,” said Andrew McCalmont, hauling requests for oil haulers sales of the company’s oil produc- previously done using spreadsheets.
Manager – GHG, Power and Pro- through the CHKLiquids website, tion. Since June 2011, more than
grams for Chesapeake’s Engineer- a system developed by the com‑ 500 of Chesapeake’s 720 pumpers
ing Technology Group. “As with
many manufacturing processes,
new technology provides a com-
petitive advantage.”
pany’s in-house information tech‑
nology team. This website allows
the load request to be transmit‑
ted via email to the hauler, rather
have been trained for their role
in the new process. The oil mea-
surement group has high regard
for the pumpers who maintain
11
Developing an oil measure- than by telephone as in the past. and protect the company’s pro-
ment program began with The CHKLiquids website also duction sites.
McCalmont in the Engineering contains a reporting tool employ‑ “They teach us a great deal,
Technology Group, in collabo- ees use to submit any problems and we hope we can teach them
ration with Production Control, they may encounter in the field a thing or two also,” Isaacs said.
Crude Oil Marketing, Information for analysis and improvement. “It’s definitely a two-way street.” Photography by Michelle Dodd
The Play Winter 2013

14. insideCHK
12
A closer look at Chesapeake’s people and progress
Innovative workplace culture
CHESAPEAKE NAMED TO FORTUNE
‘100BEST COMPANIES TO WORK FOR’LIST
For the sixth consecutive year, FORTUNE Magazine named
Chesapeake to its list of 100 Best Companies to Work For® Chesapeake.
ranked #26, the highest listed Oklahoma-based employer for the
third consecutive year and the second highest ranked company in
Unique facilities such as the Reservoir Technology the energy industry.
Center attract top scientific talent.
“Empowered and motivated
employees continue to make Ches-
apeake a great place to work,” said
Aubrey McClendon, Chesapeake Creekside is the newest of four on-site restaurants that surprise and delight corporate
headquarters employees every day.
CEO. “Our employees are focused
on creating and delivering value for our shareholders while also making our country more
energy secure. Although we have made progress in achieving these goals, we are determined
to do even better with our distinctive and attractive corporate culture and workplace being
key elements in our drive for further success.”
Martha A. Burger, Chesapeake’s Senior Vice President – Human Corporate Resources noted, “We believe our workplace culture allows
Chesapeake to recruit and retain some of the industry’s best talent. We are extremely proud of our nearly 12,000 employees who consistently
deliver outstanding performance, quality, innovation and collaboration, even when faced with the cyclical nature of our industry.”
Archie W. Dunham, Chairman of the Board, added, “In addition to our extraordinarily high quality assets below ground, Chesapeake has
built an asset base of tremendous breadth, value and energy above ground — our employees. It is a tribute to our management team for their
excellence and efforts that Chesapeake has now been recognized among the 100 Best Companies to Work For six years running.”
ThePlay
is designed and published each quarter by the Corporate Development
Department of Chesapeake Energy Corporation, P.O. Box 18128, Oklahoma
City, OK 73154-0128. Telephone 405-935-4761
Email the editor, Cheryl Hudak, at publications@chk.com. A northwest Oklahoma City landmark,
“The Play” is online at www.chk.com under Media Resources. Chesapeake’s corporate headquarters
This publication includes “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 provides a collegial work setting for
statements of historical fact and give our current expectations or forecasts of future events. They include estimates of more than 4,300 employees.
natural gas and oil reserves and resources, 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.
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. Factors that could cause actual results to differ materially
from expected results are described under “Risk Factors” in our 2011 Form 10-K filed with the U.S. Securities and
Exchange Commission (SEC) on February 29, 2012. These risk factors include the volatility of natural gas and oil prices;
the limitations our level of indebtedness may have on our financial flexibility; declines in the values of our natural
gas and oil properties resulting in ceiling test write-downs; the availability of capital on an economic basis, including
planned asset monetization transactions, to fund reserve replacement costs; our ability to fund capital expenditures,
replace reserves and sustain production; uncertainties inherent in estimating quantities of natural gas and oil reserves
and projecting future rates of production and the timing of development expenditures; our ability to generate profits or
achieve targeted results in our development and exploratory drilling and well operations; leasehold terms expiring before
production can be established; hedging activities resulting in lower prices realized on natural gas and oil sales, the need
to secure hedging liabilities and the ability of counterparties to satisfy their obligations to us; drilling and operating risks,
including potential environmental liabilities; changes in legislation and regulation adversely affecting our industry and
our business; general economic conditions negatively impacting us and our business counterparties; oilfield services
shortages, pipeline and gathering system capacity constraints and transportation interruptions that could adversely
affect our cash flow; and losses possible from pending or future litigation.
We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this
publication, and we undertake no obligation to update this information. We urge you to carefully review and consider the
disclosures made in our Annual Report on Form 10-K and our other filings with the SEC that attempt to advise interested
parties of the risks and factors that may affect our business.
Questions about property acquisitions, sales, leasing or royalty owner concerns? Call the Chesapeake
Contact Center toll-free at 877-CHK-1Gas. The Contact Center is open Monday through Friday from 8 a.m.
to 5 p.m. Central Standard Time.
twitter.COM/Chesapeake facebook.com/Chesapeake
YouTube.com/Chesapeake
The Play Winter 2013

15. Arkoma, Oklahoma
Cleburne, Texas
Top photo, children at the Fort Smith
Children’s Emergency Room benefit Shreveport, Louisiana
from the generosity of Arkoma,
Oklahoma, field office employees.
Middle photo, Cleburne, Texas, CHESAPEAKE SELLS MIDSTREAM ASSETS
employees brighten the holidays with
gifts ranging from bikes to clothing FOR $2.16 BILLION
13
through The Salvation Army. Bottom Chesapeake recently sold a substantial major-
photo, Haynesville Shale employees
unload a truck full of Christmas cheer ity of its midstream assets to Access Midstream
for residents of Woody’s Home for Partners, L.P. (NYSE:ACMP) for approximately
Veterans in Shreveport, Louisiana. $2.16 billion. These midstream assets are located
primarily in the company’s Marcellus, Utica, Eagle Ford,
Haynesville and Niobrara shale plays.
Chesapeake employees The company also recently completed the sale of
other midstream assets in Oklahoma and Texas during
offer H.E.L.P. for the Holidays the 2012 fourth quarter for approximately $175 million.
Finally, Chesapeake anticipates completing the sale
Employees demonstrated Chesapeake’s core value of giving back of its remaining midstream assets, including its Mid-
to those in need during this year’s H.E.L.P. for the Holidays campaign. Continent assets, by the end of the 2013 first quarter for
Working together to serve their neighbors and help build strong com- approximately $425 million, bringing the total of current
munities, employees from 61 Chesapeake offices contributed 2,400 and anticipated midstream asset sales to $2.75 billion.
volunteer hours to serve 125 nonprofit organizations in 12 states. Including the approximate $2.125 billion of midstream
The annual campaign runs from November 26 to December 31. asset sales completed in the 2012 second and third
“It is an honor to work with such generous employees committed to quarters, the proceeds from the company’s midstream
Chesapeake’s culture of giving back and strengthening the communities exit are anticipated to total approximately $4.875 billion.
in which we operate,” said Teresa Rose, Sr. Director – Community Aubrey McClendon, CEO, said, “We are pleased to
Relations. “It is humbling to witness the sincere passion Chesapeake announce further progress towards our asset sale goals
employees demonstrate when donating to a worthy cause or helping with for 2013. We look forward to completing additional
community needs, especially during the holiday season. From providing asset sales and achieving our goals of strengthening our
toys and warm coats for children to spending time sorting donations at balance sheet, tightening our asset focus and increasing
a food bank, Chesapeake volunteers always go above and beyond.” returns to shareholders.”
The Play Winter 2013

16. O I L N A T U R A L G A S
INV STING IN
$545 BILLION
As we work to reenergize our economy, one industry is investing confidently in America’s future: oil natural gas. In communities
across the country, oil natural gas companies are investing in jobs, worker training, plants, equipment and advanced technology
– all to safely produce and deliver more American-made energy to you. To power businesses – and empower lives.
In 2011, the industry added up to $545 billion* through capital investment, wages and dividends to the U.S. economy – nearly
$1.5 billion every day. America’s oil natural gas companies believe in the promise of America. That’s why we’re investing so
much right here at home.
INVESTING IN
AM RICA’S
EnergyTomorrow.org FUTURE
*Economic Impacts of the Oil and Natural Gas Industry on the U.S. Economy in 2011, PricewaterhouseCoopers LLP, December 2012 (Sponsored by API) © 2013 American Petroleum Institute (API)