EXEExpand Energy

We note that your discussion of the results of operations compares the year ended December 31, 2022 with the combined 2021 Successor and Predecessor periods. Your discussion is also supplemented with various tables that combine the 2021 Successor and Predecessor periods that contain the heading "Non-GAAP combined." Please revise your disclosures to eliminate any discussions and tables that present this combined

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information. We do not believe such a presentation is appropriate as the Predecessor and Successor financial statements are those of different reporting entities, prepared using a different basis of accounting, and are not comparable. Please refer to the guidance in FASB ASC 852-10-45-26 and 45-27.

The Company respectfully acknowledges the Staff’s comment. While the Company believes the presentation of certain key performance indicators on a combined basis, such as combined operating revenues and expenses, provides meaningful comparisons to other periods and is useful to investors in understanding operations trends, in accordance with FASB ASC 852-10-45-26 and 45-27, the Company will cease presenting financial information on a combined basis for Successor and Predecessor periods in future filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Read in the reply ↗

Revise your disclosure of the non-GAAP measure, Adjusted Gross Margin by Operating Area, to provide a reconcilation of these measures on an operating area basis to their most directly comparable GAAP measure as required by Item 10(e)(i)(1)(b) of Regulation S-K.

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Please identify Adjusted Gross Margin by Operating Area as a non-GAAP measure under your Non-GAAP Measures section presented on page 61 and provide all relevant disclosures required by Item 10(e) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. In future filings, if the Company presents Adjusted Gross Margin by Operating Area, the Company will provide (i) a reconciliation of these measures on an operating area basis to their most directly comparable GAAP measure as required by Item 10(e)(1)(i)(b) of Regulation S-K and (ii) all other relevant disclosures required by Item 10(e) of Regulation S-K. Read in the reply ↗

Consistent with the comment above, revise your disclosure of the non-GAAP measure, Adjusted Gross Margin by Operating Area, to provide a reconcilation of these measures on an operating area basis to their most directly comparable GAAP measure as required by Item 10(e)(i)(1)(b) of Regulation S-K.

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Please identify Adjusted Gross Margin by Operating Area as a non-GAAP measure under your Non-GAAP Measures section presented on page 8 and provide all relevant disclosures required by Item 10(e) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. In future filings and in future earnings releases furnished pursuant to Item 2.02 of Form 8-K, if the Company presents Adjusted Gross Margin by Operating Area, the Company will provide (i) a reconciliation of these measures on an operating area basis to their most directly comparable GAAP measure as required by Item 10(e)(1)(i)(b) of Regulation S-K and (ii) all other relevant disclosures required by Item 10(e) of Regulation S-K. Read in the reply ↗

We refer you to page 9. Please revise the net income per share amounts after adjustments that are presented alongside Adjusted net income (Non-GAAP) to be labeled as non- GAAP earnings per share. Additionally, please identify this non-GAAP per share measure in your discussion on page 8 and provide all required disclosures under Item 10(e) of

The Company respectfully acknowledges the Staff’s comment. In future earnings releases furnished pursuant to Item 2.02 of Form 8-K, the Company will revise its “Non-GAAP Financial Measures” discussion to clearly identify Adjusted Diluted Earnings Per Common Share as a non-GAAP financial measure and provide all required disclosures for this measure under Item 10(e) of Regulation S-K.

In future earnings releases furnished pursuant to Item 2.02 of Form 8-K, the Company will also revise its reconciliation tables to provide separate tables reconciling (i) Adjusted Net Income to Net Income (Loss)

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Available to Common Stockholders and (ii) Adjusted Diluted Earnings Per Common Share to Earnings (Loss) Per Common Share. An example of our proposed disclosure is set forth in Exhibit A to this letter.

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We refer you to page 11 and the reconciliation of Adjusted free cash flow (non-GAAP). Please tell us the nature of the adjustment free cash flow associated with assets under contract and your consideration of Question 100.01 of the Compliance Disclosure & Interpretations issued by the Division of Corporation Finance.

The Company respectfully acknowledges the Staff’s comment. Adjusted Free Cash Flow is a liquidity measure used to determine the Company’s quarterly variable dividend.

In March and April of 2023, the Company closed two divestitures of certain Eagle Ford assets. Due to the structure of the Eagle Ford divestitures, both of which had an effective date of October 1, 2022, the cash generated by the assets under contract and divested assets was delivered to the respective buyers through a reduction in the proceeds received by the Company at the closing of each transaction.

The Company believes

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that excluding from Adjusted Free Cash Flow the cash that was to be provided to the respective buyers of the Eagle Ford assets was appropriate to reflect the economic impact of the effective date of the transactions and is consistent with the guidance in Question 100.01 of the Compliance & Disclosure Interpretations. Not doing so would have been misleading, since it would have overstated the cash available for distribution to the Company’s shareholders.

In the future, when the Company discloses Adjusted Free Cash Flow, it will include additional, clarifying disclosure to more specifically discuss the adjustments associated with assets under contract and divested assets for the two Eagle Ford transactions and any similar transactions that may take place in the future.

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Should any member of the Staff have questions regarding our responses to the comments set forth above or need additional information, please do not hesitate to call J. David Hershberger, our Corporate Governance and Securities Counsel, at (405) 935-3878 or me at (405) 673-8136.

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Comment number 3 from our letter dated May 19, 2016 addressed the calculation of non- GAAP adjusted net income (loss) per share for periods that reflected GAAP net loss and non-GAAP adjusted net loss and indicated that the number of shares used for the non- GAAP calculation should be determined in a manner consistent with GAAP.

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Although the circumstances in the quarterly period ended December 31, 2016 period have changed as you reported adjusted net income per share, the number of shares used in this calculation should also be determined in a manner consistent with GAAP. Therefore, it appears the adjusted net income per share calculation should be revised to include antidilutive shares excluded from the calculation of GAAP net loss per share for the three months ended December 31, 2016. The individual reconciling adjustments on a per-share basis should clearly indicate whether they are determined based on the shares utilized for GAAP purposes or the shares utilized for non-GAAP purposes.

Our Reconciliation of Adjusted Net Income Available to Common Stockholders in the fourth quarter of 2016 was based upon a net loss for GAAP purposes, as further adjusted to reflect adjusted net income for non-GAAP purposes. We determined that 211 million shares would be antidilutive for calculating diluted earnings per share for GAAP and non-GAAP purposes. We excluded such shares from the calculation of diluted earnings per share for GAAP purposes because of our net loss for the three months ended December 31, 2016.

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We excluded such shares from the calculation of diluted earnings per share for non-GAAP purposes because we determined that each category of potentially dilutive common stock equivalents had an anti-dilutive impact on our calculation of adjusted diluted earnings per share. As quantified in the table below, the impact of dividends on preferred stock, after-tax interest on our convertible debt, and similar additions with respect to participating securities, when considered together with the associated additional common stock equivalents, resulted in a diluted earnings per share amount higher than that reported. Accordingly, we excluded these impacts and the related common stock equivalents for purposes of calculating adjusted diluted earnings per share. We undertake in our future press releases to provide additional clarity with respect to this circumstance.

Additions to Adjusted Net Income

(in millions)

Shares

$/Share

Adjusted EPS for

Dilutive Securities

Total adjusted net income attributable to Chesapeake (Non-GAAP) as reported

$

887

0.07

Common stock equivalent of our convertible senior notes outstanding:

5.5% convertible senior notes

146

0.25

0.10

Common stock equivalent of our preferred stock outstanding:

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We note you have included an adjustment for “income tax benefit” in your reconciliation of adjusted net income (loss) for the three months and year ended December 31, 2016. Explain both the nature of this adjustment and how you have provided for the income tax effects of each of the other non-GAAP adjustments.

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Refer to Question 102.11 of the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures.

Question 102.11 of the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures requires a registrant to calculate and present income tax effects related to adjustments to a performance measure by including current and deferred income tax expense commensurate with the non-GAAP measure of profitability.

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Accordingly, we removed the entire income tax benefit recorded in the Net Income (Loss) Available to Common Stockholders in determining Adjusted Net Income (Loss) available to Common Stockholders because it prevents Adjusted Net Income (Loss) available to Common Stockholders from being a meaningful measure of profitability that allows for comparability to other periods.

The $190 million of income tax benefit reflected in the income statement is composed of two components. The first component is $159 million of income tax benefit that is a presentational gross-up offset by $159 million of income tax expense recorded in Other Comprehensive Income and Additional Paid in Capital due to the intraperiod allocation rules of ASC 740-20-45-7. We determined that this amount does not provide a true measure of profitability because only Net Income (Loss) available to Common Stockholders is considered in the reconciliation and other components of the financial statements (including the offsetting $159 million income tax expense recorded in other items in the financial statements) are excluded. The second component of income tax benefit reflected in the income statement is $31 million of income tax benefit attributable to valuation allowances released in the fourth quarter of 2016. The allowances were released due to legislative changes and were not related to the company’s performance in 2016.

Therefore, we removed the entire $190 million of income tax benefit as neither component is commensurate with the non-GAAP measure of profitability. Further, we did not reflect income tax effects for the adjustments to Net Loss Available to Common Stockholders to arrive at Adjusted Net Income (Loss) available to Common Stockholders as the tax impact of these amounts would be fully offset by changes in our valuation allowance. We undertake in our future press releases to provide additional clarity with respect to this circumstance. Please see our revised presentation in our press release dated May 4, 2017.

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Should any member of the Staff have a question regarding our response to the comment set forth above, or need additional information, please do not hesitate to call J. David Hershberger, our Corporate Counsel, at (405) 935-3878 or me at (405) 935-6125.

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We have reviewed your response to prior comment 3. Your response states that your methodology for calculating adjusted earnings (loss) per share assuming dilution may, in certain instances, include shares that are considered antidilutive for calculating earnings per share in accordance with U.S. GAAP.

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We continue to believe the assumption of full dilution results in a non-GAAP financial measure that goes beyond the scope of the definition of a non-GAAP financial measure in Item 10(e)(2) of Regulation S-K. This presentation is inconsistent with Compliance & Disclosure Interpretation Questions 100.01 and 100.04. Please revise your adjusted earnings (loss) per share presentation to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP.

We acknowledge the Staff’s comment and will revise the presentation, on a prospective basis, of adjusted earnings (loss) per share to exclude shares considered antidilutive when calculating earnings per share in accordance with GAAP.

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Should any member of the Staff have a question regarding our responses to the comments set forth above, or need additional information, please do not hesitate to call Mike Johnson, our Chief Accounting Officer, at (405) 935-9229, J. David Hershberger, our Corporate Counsel, at (405) 935-3878 or me at (405) 935-6125. Read in the reply ↗

As noted in comment five of our letter dated April 7, 2016 and comment two of our letter dated May 19, 2016, your presentation of adjusted earnings (loss) per share does not include reconciliations on a per share basis to its most directly comparable GAAP measure. Further revise your presentation to provide reconciliations on a per share basis as proposed in Exhibit A of your response letter dated June 2, 2016.

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See question 102.05 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures for further guidance.

We acknowledge the Staff’s comment and will revise the presentation, on a prospective basis, of adjusted earnings (loss) per share to include reconciliations on a per share basis to net income (loss) available to common shareholders, its most directly comparable GAAP measure, as proposed in Exhibit A.

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Should any member of the Staff have a question regarding our responses to the comments set forth above, or need additional information, please do not hesitate to call Mike Johnson, our Chief Accounting Officer, at (405) 935-9229, J.

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David Hershberger, our Corporate Counsel, at (405) 935-3878 or me at (405) 935-6125.

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