Our long-term debt consisted of the following as of June 30, 2014 and December 31, 2013:



	June 30, 2014			December 31, 2013
	($ in millions)
Term loan due 2017^(a)	$	—		$	2,000
9.5% senior notes due 2015^(b)	—			1,265
3.25% senior notes due 2016	500			500
6.25% euro-denominated senior notes due 2017^(c)	471			473
6.5% senior notes due 2017	660			660
6.875% senior notes due 2018^(d)	—			97
7.25% senior notes due 2018	669			669
Floating rate senior notes due 2019	1,500			—
6.625% senior notes due 2019^(e)	—			650
6.625% senior notes due 2020	1,300			1,300
6.875% senior notes due 2020	500			500
6.125% senior notes due 2021	1,000			1,000
5.375% senior notes due 2021	700			700
4.875% senior notes due 2022	1,500			—
5.75% senior notes due 2023	1,100			1,100
2.75% contingent convertible senior notes due 2035^(f)	396			396
2.5% contingent convertible senior notes due 2037^(f)	1,168			1,168
2.25% contingent convertible senior notes due 2038^(f)	347			347
Corporate revolving bank credit facility	—			—
Oilfield services revolving bank credit facility^(g)	—			405
Discount on senior notes and term loan^(h)	(272		)	(357		)
Interest rate derivatives⁽ⁱ⁾	10			13
Total long-term debt, net	$	11,549		$	12,886

___________________________________________


(a)	In the Current Quarter, we repaid the borrowings outstanding under the term loan due 2017 with a portion of the net proceeds from our offering of $3.0 billion in aggregate principal amount of senior notes issued in the Current Quarter.


(b)	In the Current Quarter, we completed a tender offer for and redemption of the 9.5% Senior Notes due 2015.


(c)	The principal amount shown is based on the exchange rate of $1.3692 to €1.00 and $1.3743 to €1.00 as of June 30, 2014 and December 31, 2013, respectively. See Note 9 for information on our related foreign currency derivatives.


(d)	In the Current Quarter, we redeemed all outstanding 6.875% Senior Notes due 2018.

(e)

Initial issuers were COO and Chesapeake Oilfield Finance, Inc., a wholly owned subsidiary of COO. Chesapeake Energy Corporation is the issuer of all other senior notes and the contingent convertible senior notes. In the Current Quarter, in connection with the spin-off of our oilfield services business, the obligations with respect to the COO senior notes were removed from our condensed consolidated balance sheet as of June 30, 2014. See Note 2 for further discussion of the spin-off.

(f)

The holders of our contingent convertible senior notes may require us to repurchase, in cash, all or a portion of their notes at 100% of the principal amount of the notes on any of four dates that are five, ten, fifteen and twenty years before the maturity date. The notes are convertible, at the holder’s option, prior to maturity under certain circumstances into cash and, if applicable, shares of our common stock using a net share settlement process. One such triggering circumstance is when the price of our common stock exceeds a threshold amount during a specified period in a fiscal quarter. Convertibility based on common stock price is measured quarterly. In the second quarter of 2014, the price of our common stock was below the threshold level for each series of the contingent convertible senior notes during the specified period and, as a result, the holders do not have the option to convert their notes into cash and common stock in the third quarter of 2014 under this provision. The notes are also convertible, at the holder’s option, during specified five-day periods if the trading price of the notes is below certain levels determined by reference to the trading price of our common stock. The notes were not convertible under this provision in the Current Quarter or the Prior Quarter. In general, upon conversion of a contingent convertible senior note, the holder will receive cash equal to the principal amount of the note and common stock for the note’s conversion value in excess of such principal amount. Under certain conditions, we will pay contingent interest on the convertible senior notes after they have been outstanding at least ten years. We may redeem the convertible senior notes once they have been outstanding for ten years at a redemption price of 100% of the principal amount of the notes, payable in cash. The optional repurchase dates, the common stock price conversion threshold amounts (as adjusted to give effect to the dividend of SSE common stock paid in the spin-off of our oilfield services business and cash dividends on our common stock) and the ending date of the first six-month period in which contingent interest may be payable for the contingent convertible senior notes are as follows:



Contingent Convertible Senior Notes	Repurchase Dates	Common Stock Price Conversion Thresholds		Contingent Interest First Payable (if applicable)
2.75% due 2035	November 15, 2015, 2020, 2025, 2030	$	45.22	May 14, 2016
2.5% due 2037	May 15, 2017, 2022, 2027, 2032	$	59.71	November 14, 2017
2.25% due 2038	December 15, 2018, 2023, 2028, 2033	$	100.45	June 14, 2019


(g)	In the Current Quarter, in connection with the spin-off of our oilfield services business, we terminated our oilfield services credit facility. See Note 2 for further discussion of the spin-off.


(h)	Discount as of June 30, 2014 and December 31, 2013 included $264 million and $303 million, respectively, associated with the equity component of our contingent convertible senior notes. This discount is amortized based on an effective yield method. Discount also included $33 million as of December 31, 2013 associated with our term loan discussed further below.


(i)	See Note 9 for further discussion related to these instruments.