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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________________________________________
FORM 8-K
 
________________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): November 2, 2023
 
________________________________________________________________
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
 
________________________________________________________________
Delaware001-08246 71-0205415
(State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)
 
10000 Energy Drive 
Spring, TX 77389
(Address of principal executive offices)(Zip Code)

(832) 796-1000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
        ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
        ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
        ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
        ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01SWNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Explanatory Note
The information in this report provided under Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
SECTION 2 - Financial Information
 
Item 2.02 Results of Operations and Financial Condition.

On November 2, 2023, Southwestern Energy Company (the "Company") issued a press release announcing the Company's financial results for the quarter ended September 30, 2023. The press release is being furnished as Exhibit 99.1.
  
SECTION 9 - Financial Statements and Exhibits
 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
   
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  SOUTHWESTERN ENERGY COMPANY
Dated: November 2, 2023
 By:  /s/   CARL F. GIESLER, JR.                  
  Name: Carl F. Giesler, Jr.
  Title: Executive Vice President and Chief Financial Officer
    


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NEWS RELEASE

SOUTHWESTERN ENERGY ANNOUNCES THIRD QUARTER 2023 RESULTS
Balancing dual priorities of debt reduction and managing productive capacity

SPRING, Texas – November 2, 2023...Southwestern Energy Company (NYSE: SWN) today announced financial and operating results for the third quarter ended September 30, 2023.

•Generated $45 million net income, $106 million adjusted net income (non-GAAP), $513 million adjusted EBITDA (non-GAAP), $477 million net cash provided by operating activities and $23 million free cash flow (non-GAAP)
•Quarter-end total debt $4.1 billion, down from $4.4 billion at year-end 2022
•Reported total net production of 425 Bcfe, or 4.6 Bcfe per day, including 4.0 Bcf per day of gas and 104 MBbls per day of liquids
•Invested $454 million of capital and placed 23 wells to sales, including 15 in Appalachia and 8 in Haynesville
•Released its 10th annual Corporate Responsibility report, highlighting sustainability initiatives and progress, including a 17% reduction in Scope 1 GHG emissions intensity and a 20% reduction in methane intensity in 2022 compared to 2021

“During the third quarter, the Company continued its disciplined approach of optimizing free cash flow generation and activity. This approach balances our dual priorities of debt reduction and managing the productive capacity of the Company in the structurally improving natural gas environment. As we look ahead to next year, Southwestern Energy is well positioned with its deep inventory, firm transportation portfolio and market access to benefit from the expected growing demand from LNG facilities along the Gulf Coast,” said Bill Way, Southwestern Energy President and Chief Executive Officer.

Financial Results
For the three months endedFor the nine months ended
September 30,September 30,
(in millions)2023202220232022
Net income (loss)$45 $450 $2,215 $(1,052)
Adjusted net income (non-GAAP)$106 $360 $547 $1,175 
Diluted earnings (loss) per share$0.04 $0.40 $2.01 $(0.94)
Adjusted diluted earnings per share (non-GAAP)$0.10 $0.32 $0.50 $1.05 
Adjusted EBITDA (non-GAAP)$513 $824 $1,796 $2,551 
Net cash provided by operating activities$477 $797 $2,039 $2,196 
Net cash flow (non-GAAP)$477 $765 $1,694 $2,380 
Total capital investments (1)
$454 $543 $1,714 $1,672 
Free cash flow (deficit) (non-GAAP)$23 $222 $(20)$708 
(1)Capital investments include a decrease of $94 million and $33 million for the three months ended September 30, 2023 and 2022, respectively, and a decrease of $122 million and an increase of $44 million for the nine months ended September 30, 2023 and 2022, respectively, relating to the change in accrued expenditures between periods.



            
For the quarter ended September 30, 2023, Southwestern Energy recorded net income of $45 million, or $0.04 per diluted share, including a loss on mark-to-market of unsettled derivatives. Excluding this and other one-time items, adjusted net income (non-GAAP) was $106 million, or $0.10 per diluted share, and adjusted EBITDA (non-GAAP) was $513 million. Net cash provided by operating activities was $477 million, net cash flow (non-GAAP) was $477 million and free cash flow (non-GAAP) was $23 million.

As of September 30, 2023, Southwestern Energy had total debt of $4.1 billion and net debt to adjusted EBITDA (non-GAAP) of 1.6x. At the end of the quarter, the Company had $388 million of borrowings under its revolving credit facility and no outstanding letters of credit. Subsequent to quarter end, the Company’s elected commitments and borrowing base were reaffirmed as part of its regularly scheduled fall redetermination at the elected $2.0 billion and $3.5 billion, respectively.

As indicated in the table below, third quarter 2023 weighted average realized price was $2.05 per Mcfe, excluding the impact of derivatives and net of $0.24 per Mcfe of transportation expenses. Including derivatives, weighted average realized price for the third quarter was down 21% from $3.06 per Mcfe in 2022 to $2.43 per Mcfe in 2023 primarily due to lower commodity prices including a 69% decrease in NYMEX Henry Hub and a 10% decrease in WTI.

Realized PricesFor the three months endedFor the nine months ended
(includes transportation costs)September 30,September 30,
2023202220232022
Natural Gas Price:
NYMEX Henry Hub price ($/MMBtu) (1)
$2.55 $8.20 $2.69 $6.77 
Discount to NYMEX (2)
(0.89)(0.78)(0.59)(0.62)
Average realized gas price, excluding derivatives ($/Mcf)
$1.66 $7.42 $2.10 $6.15 
Gain on settled financial basis derivatives ($/Mcf)
0.13 0.10 0.01 0.06 
Gain (loss) on settled commodity derivatives ($/Mcf)
0.34 (4.71)0.23 (3.38)
Average realized gas price, including derivatives ($/Mcf)
$2.13 $2.81 $2.34 $2.83 
Oil Price:
WTI oil price ($/Bbl) (3)
$82.26 $91.56 $77.39 $98.09 
Discount to WTI (4)
(11.17)(7.22)(10.79)(7.39)
Average realized oil price, excluding derivatives ($/Bbl)
$71.09 $84.34 $66.60 $90.70 
Average realized oil price, including derivatives ($/Bbl)
$56.60 $49.06 $57.21 $52.29 
NGL Price:
Average realized NGL price, excluding derivatives ($/Bbl)
$20.53 $33.33 $21.19 $37.50 
Average realized NGL price, including derivatives ($/Bbl)
$21.41 $26.55 $22.28 $27.64 
Percentage of WTI, excluding derivatives25 %36 %27 %38 %
Total Weighted Average Realized Price:
Excluding derivatives ($/Mcfe)
$2.05 $7.33 $2.45 $6.32 
Including derivatives ($/Mcfe)
$2.43 $3.06 $2.65 $3.11 
(1)Based on last day settlement prices from monthly futures contracts.
(2)This discount includes a basis differential, a heating content adjustment, physical basis sales, third-party transportation charges and fuel charges, and excludes financial basis derivatives.
(3)Based on the average daily settlement price of the nearby month futures contract over the period.
(4)This discount primarily includes location and quality adjustments.

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Operational Results
Total net production for the quarter ended September 30, 2023 was 425 Bcfe, of which 86% was natural gas, 12% NGLs and 2% oil. Capital investments totaled $454 million for the third quarter of 2023 with 24 wells drilled, 25 wells completed and 23 wells placed to sales.
For the three months endedFor the nine months ended
September 30,September 30,
2023202220232022
Production
Natural gas production (Bcf)
368 389 1,086 1,148 
Oil production (MBbls)
1,310 1,173 4,169 3,806 
NGL production (MBbls)
8,228 7,788 24,715 22,445 
Total production (Bcfe)
425 443 1,259 1,306 
Average unit costs per Mcfe
Lease operating expenses (1)
$1.06 $1.02 $1.04 $0.98 
General & administrative expenses (2)
$0.10 $0.08 $0.10 $0.08 
Taxes, other than income taxes$0.15 $0.17 

$0.15 $0.15 
Full cost pool amortization$0.78 $0.66 $0.77 $0.65 
(1)Includes post-production costs such as gathering, processing, fractionation and compression.
(2)Excludes $27 million in merger-related expenses for the nine months ended September 30, 2022.

Appalachia – In the third quarter, total production was 262 Bcfe, with NGL production of 90 MBbls per day and oil production of 14 MBbls per day. The Company drilled 12 wells, completed 15 wells and placed 15 wells to sales with an average lateral length of 16,231 feet.

Haynesville – In the third quarter, total production was 163 Bcfe. There were 12 wells drilled, 10 wells completed and 8 wells placed to sales in the quarter with an average lateral length of 9,082 feet.

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E&P Division ResultsFor the three months ended September 30, 2023For the nine months ended September 30, 2023
AppalachiaHaynesvilleAppalachiaHaynesville
Natural gas production (Bcf)
205 163 597 489 
Liquids production
Oil (MBbls)
1,303 6 4,146 21 
NGL (MBbls)
8,226 2 24,707 7 
Production (Bcfe)
262 163 770 489 
Capital investments (in millions)
Drilling and completions, including workovers$181 $187 $619 $838 
Land acquisition and other21 2 74 5 
Capitalized interest and expense31 19 91 58 
Total capital investments$233 $208 $784 $901 
Gross operated well activity summary
Drilled12 12 51 42 
Completed15 10 58 49 
Wells to sales15 8 56 53 
Total weighted average realized price per Mcfe, excluding derivatives$1.91 $2.28 $2.46 $2.43 
Wells to sales summaryFor the three months ended September 30, 2023
Gross wells to salesAverage lateral length (ft)
Appalachia
Super Rich Marcellus6 18,198 
Rich Marcellus5 12,791 
Dry Gas Utica (1)
2 14,813 
Dry Gas Marcellus2 20,353 
Haynesville8 9,082 
Total23 
(1)Ohio Utica
Fourth Quarter 2023 Guidance
Based on current market conditions, Southwestern expects fourth quarter production and price differentials to be within the following ranges. Additionally, the Company updates full year oil differential guidance to $10 to $13 per barrel discount to WTI.

PRODUCTIONFor the quarter ended December 31, 2023
Gas production (Bcf)
344 – 361
Liquids (% of production)
~14.0%
Total (Bcfe)
400 – 420

PRICING
Natural gas discount to NYMEX including transportation (1)
$0.58 – $0.70 per Mcf
Oil discount to West Texas Intermediate (WTI) including transportation$11.50 – $13.50 per Bbl
Natural gas liquids realization as a % of WTI including transportation22% – 30%
(1)Includes impact of transportation costs and expected $0.06 – $0.09 per Mcf gain in Q4 2023 from financial basis hedges.


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Conference Call
Southwestern Energy will host a conference call and webcast on Friday, November 3, 2023 at 10:00 a.m. Central to discuss third quarter 2023 results. To participate, dial US toll-free 877-883-0383, or international 412-902-6506 and enter access code 4941446. The conference call will webcast live at www.swn.com.

A replay will also be available on SWN’s website at www.swn.com following the call.

About Southwestern Energy
Southwestern Energy Company (NYSE: SWN) is a leading U.S. producer and marketer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets in the nation’s most prolific shale gas basins. SWN’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its scale, financial strength and operational execution. For additional information, please visit www.swn.com and www.swncrreport.com.

Investor Contact
Brittany Raiford
Vice President, Investor Relations
(832) 796-7906
brittany_raiford@swn.com

Forward Looking Statement
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. These statements are based on current expectations. The words “anticipate,” “intend,” “plan,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “forecast,” “model,” “target”, “seek”, “strive,” “would,” “approximate,” and similar words are intended to identify forward-looking statements. Statements may be forward looking even in the absence of these particular words.

Examples of forward-looking statements include, but are not limited to, the expectations of plans, business strategies, objectives and growth and anticipated financial and operational performance, including guidance regarding our strategy to develop reserves, drilling plans and programs (including the number of rigs and frac crews to be used), estimated reserves and inventory duration, projected production and sales volume and growth rates, projected commodity prices, basis and average differential, impact of commodity prices on our business, projected average well costs, generation of free cash flow, our return of capital strategy, including the amount and timing of any redemptions, repayments or repurchases of our common stock, outstanding debt securities or other debt instruments, leverage targets, our ability to maintain or improve our credit ratings, our ability to achieve our debt reduction plan, leverage levels and financial profile, our hedging strategy, our environmental, social and governance (ESG) initiatives and our ability to achieve anticipated results of such initiatives, expected benefits from acquisitions, potential acquisitions, divestitures, potential divestitures and strategic transactions, the timing thereof and our ability to achieve the intended operational, financial and strategic benefits of any such transactions or other initiatives. These forward-looking statements are based on management’s current beliefs, based on
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currently available information, as to the outcome and timing of future events. All forward-looking statements speak only as of the date of this news release. The estimates and assumptions upon which forward-looking statements are based are inherently uncertain and involve a number of risks that are beyond our control. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the events and circumstances they describe will occur. Therefore, you should not place undue reliance on any of the forward-looking statements contained herein.

Factors that could cause our actual results to differ materially from those indicated in any forward-looking statement are subject to all of the risks and uncertainties incident to the exploration for and the development, production, gathering and sale of natural gas, NGLs and oil, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, the costs and results of drilling and operations, lack of availability of drilling and production equipment and services, the ability to add proved reserves in the future, environmental risks, drilling and other operating risks, legislative and regulatory changes, the uncertainty inherent in estimating natural gas and oil reserves and in projecting future rates of production, the quality of technical data, cash flow and access to capital, the timing of development expenditures, a change in our credit rating, an increase in interest rates, our ability to achieve our debt reduction plan, our ability to increase commitments under our revolving credit facility, our hedging and other financial contracts, our ability to maintain leases that may expire if production is not established or profitably maintained, our ability to transport our production to the most favorable markets or at all, any increase in severance or similar taxes, the impact of the adverse outcome of any material litigation against us or judicial decisions that affect us or our industry generally, the effects of weather or power outages, increased competition, the financial impact of accounting regulations and critical accounting policies, the comparative cost of alternative fuels, credit risk relating to the risk of loss as a result of non-performance by our counterparties, including as a result of financial or banking failures, impacts of world health events, including the COVID-19 pandemic, cybersecurity risks, geopolitical and business conditions in key regions of the world, our ability to realize the expected benefits from acquisitions, divestitures, and strategic transactions, our ability to achieve our GHG emission reduction goals and the costs associated therewith, and any other factors described or referenced under Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” and under Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022.

We have no obligation and make no undertaking to publicly update or revise any forward-looking statements, except as required by applicable law. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement. ###



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SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months endedFor the nine months ended
September 30,September 30,
(in millions, except share/per share amounts)2023202220232022
Operating Revenues:
Gas sales$627 $2,884 $2,323 $7,061 
Oil sales94 100 281 349 
NGL sales169 260 523 842 
Marketing553 1,298 1,707 3,371 
Other— (1)(4)(1)
1,443 4,541 4,830 11,622 
Operating Costs and Expenses:
Marketing purchases545 1,289 1,693 3,366 
Operating expenses444 423 1,280 1,206 
General and administrative expenses46 41 133 120 
Merger-related expenses— — — 27 
Depreciation, depletion and amortization338 298 979 861 
Taxes, other than income taxes63 76 189 198 
1,436 2,127 4,274 5,778 
Operating Income7 2,414 556 5,844 
Interest Expense:
Interest on debt61 77 184 218 
Other interest charges3 3 9 10 
Interest capitalized(28)(30)(87)(89)
36 50 106 139 
Gain (Loss) on Derivatives93 (1,903)1,811 (6,709)
Loss on Early Extinguishment of Debt— — (19)(6)
Other Income (Loss), Net2 — 1 (1)
Income (Loss) Before Income Taxes66 461 2,243 (1,011)
Provision for Income Taxes:
Current— 11 — 41 
Deferred21 — 28 — 
21 11 28 41 
Net Income (Loss)$45 $450 $2,215 $(1,052)
Earnings (Loss) Per Common Share
Basic$0.04 $0.41 $2.01 $(0.94)
Diluted$0.04 $0.40 $2.01 $(0.94)
Weighted Average Common Shares Outstanding:
Basic1,101,231,113 1,110,259,907 1,100,895,642 1,113,705,502 
Diluted1,104,027,634 1,112,522,861 1,102,867,675 1,113,705,502 
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SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, 2023December 31, 2022
ASSETS(in millions)
Current assets:
Cash and cash equivalents$26 $50 
Accounts receivable, net602 1,401 
Derivative assets336 145 
Other current assets78 68 
Total current assets1,042 1,664 
Natural gas and oil properties, using the full cost method37,349 35,763 
Other555 527 
Less: Accumulated depreciation, depletion and amortization(26,381)(25,387)
Total property and equipment, net11,523 10,903 
Operating lease assets163 177 
Long-term derivative assets153 72 
Other long-term assets92 110 
Total long-term assets408 359 
TOTAL ASSETS$12,973 $12,926 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$1,317 $1,835 
Taxes payable135 136 
Interest payable26 86 
Derivative liabilities219 1,317 
Current operating lease liabilities44 42 
Other current liabilities17 65 
Total current liabilities1,758 3,481 
Long-term debt4,114 4,392 
Long-term operating lease liabilities116 133 
Long-term derivative liabilities186 378 
Other long-term liabilities262 218 
Total long-term liabilities4,678 5,121 
Commitments and contingencies
Equity:
Common stock, $0.01 par value; 2,500,000,000 shares authorized; issued 1,163,077,745 shares as of September 30, 2023 and 1,161,545,588 shares as of December 31, 202212 12 
Additional paid-in capital7,185 7,172 
Accumulated deficit(324)(2,539)
Accumulated other comprehensive income (loss)(9)6 
Common stock in treasury, 61,614,693 shares as of September 30, 2023 and December 31, 2022(327)(327)
Total equity6,537 4,324 
TOTAL LIABILITIES AND EQUITY$12,973 $12,926 


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SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months ended
September 30,
(in millions)20232022
Cash Flows From Operating Activities:
Net income (loss)$2,215 $(1,052)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization979 861 
Amortization of debt issuance costs5 8 
Deferred income taxes28 — 
(Gain) loss on derivatives, unsettled(1,562)2,524 
Stock-based compensation7 4 
Loss on early extinguishment of debt19 6 
Other3 2 
Change in assets and liabilities:
Accounts receivable799 (602)
Accounts payable(362)506 
Taxes payable(2)28 
Interest payable(33)(22)
Inventories(15)(8)
Other assets and liabilities(42)(59)
Net cash provided by operating activities2,039 2,196 
Cash Flows From Investing Activities:
Capital investments(1,833)(1,623)
Proceeds from sale of property and equipment123 15 
Net cash used in investing activities(1,710)(1,608)
Cash Flows From Financing Activities:
Payments on current portion of long-term debt— (205)
Payments on long-term debt(437)(71)
Payments on revolving credit facility(3,044)(10,341)
Borrowings under revolving credit facility3,182 10,061 
Change in bank drafts outstanding(50)62 
Proceeds from exercise of common stock options— 7 
Purchase of treasury stock— (100)
Debt issuance/amendment costs— (14)
Cash paid for tax withholding(4)(4)
Net cash used in financing activities(353)(605)
Decrease in cash and cash equivalents(24)(17)
Cash and cash equivalents at beginning of year50 28 
Cash and cash equivalents at end of period$26 $11 







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Hedging Summary
A detailed breakdown of derivative financial instruments and financial basis positions as of September 30, 2023, including the remainder of 2023 and excluding those positions that settled in the first, second and third quarters, is shown below. Please refer to the Company’s quarterly report on Form 10-Q to be filed with the Securities and Exchange Commission for more information on the Company’s commodity, and basis protection.
Weighted Average Price per MMBtu
Purchased
Volume (Bcf)SwapsSold PutsPutsSold Calls
Natural gas
2023
Fixed price swaps179 $3.28 $— $— $— 
Two-way costless collars32 — — 2.88 3.29 
Three-way costless collars47 — 2.08 2.50 2.91 
Total258 
2024
Fixed price swaps528 $3.54 $— $— $— 
Two-way costless collars44 — — 3.07 3.53 
Three-way costless collars77 — 2.46 3.19 3.99 
Total649 
2025
Two-way costless collars73 $— $— $3.50 $5.40 
Three-way costless collars106 — 2.50 3.75 5.69 
Total179 

Natural gas financial basis positionsVolumeBasis Differential
(Bcf)($/MMBtu)
Q4 2023
Dominion South33 $(0.75)
TCO20 $(0.61)
TETCO M315 $(0.18)
Trunkline Zone 1A3 $(0.29)
Total71 $(0.57)
2024
Dominion South46 $(0.71)
2025
Dominion South9 $(0.64)

Call Options – Natural Gas (Net)VolumeWeighted Average Strike Price
(Bcf)($/MMBtu)
202315 $2.97 
202482 $6.56 
202573 $7.00 
202673 $7.00 
Total243 

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Weighted Average Price per Bbl
VolumePurchased
(MBbls)SwapsSold PutsPutsSold Calls
Oil
2023
Fixed price swaps733 $67.34 $— $— $— 
Two-way costless collars147 — — 70.00 80.58 
Three-way costless collars291 — 34.36 46.05 55.96 
Total1,171 
2024
Fixed price swaps1,571 $71.06 $— $— $— 
Two-way costless collars512 — — 70.00 85.63 
Total2,083 
2025
Fixed price swaps41 $77.66 $— $— $— 
Ethane
2023
Fixed price swaps2,254 $10.99 $— $— $— 
2024
Fixed price swaps3,429 $10.84 $— $— $— 
Propane
2023
Fixed price swaps1,782 $30.44 $— $— $— 
2024
Fixed price swaps3,254 $31.78 $— $— $— 
2025
Fixed price swaps63 $26.46 $— $— $— 
Normal Butane
2023
Fixed price swaps198 $40.96 $— $— $— 
2024
Fixed price swaps329 $40.74 $— $— $— 
Natural Gasoline
2023
Fixed price swaps171 $63.74 $— $— $— 
2024
Fixed price swaps329 $64.37 $— $— $— 

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Explanation and Reconciliation of Non-GAAP Financial Measures
The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, management believes certain non-GAAP performance measures may provide financial statement users with additional meaningful comparisons between current results, the results of the Company’s peers and of prior periods.

One such non-GAAP financial measure is net cash flow. Management presents this measure because (i) it is accepted as an indicator of an oil and gas exploration and production company’s ability to internally fund exploration and development activities and to service or incur additional debt, (ii) changes in operating assets and liabilities relate to the timing of cash receipts and disbursements which the Company may not control and (iii) changes in operating assets and liabilities may not relate to the period in which the operating activities occurred.

Additional non-GAAP financial measures the Company may present from time to time are free cash flow (deficit), net debt, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA and net debt to adjusted EBITDA, all of which exclude certain charges or amounts. Management presents these measures because (i) they are consistent with the manner in which the Company’s position and performance are measured relative to the position and performance of its peers, (ii) these measures are more comparable to earnings estimates provided by securities analysts, and (iii) charges or amounts excluded cannot be reasonably estimated and guidance provided by the Company excludes information regarding these types of items. These adjusted amounts are not a measure of financial performance under GAAP.

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Adjusted net income:(in millions)
Net income (loss)$45 $450 $2,215 $(1,052)
Add back (deduct):
Merger-related expenses— — — 27 
(Gain) loss on unsettled derivatives (1)
69 14 (1,562)2,524 
Loss on early extinguishment of debt— — 19 6 
Other (2)
3 — 10 1 
Adjustments due to discrete tax items (3)
6 (100)(488)285 
Tax impact on adjustments(17)(4)353 (616)
Adjusted net income$106 $360 $547 $1,175 
(1)Includes ($4) million of non-performance risk adjustment to derivative activities for the nine months ended September 30, 2023, and ($2) million and $7 million of non-performance risk adjustment to derivative activities for the three and nine months ended September 30, 2022, respectively.
(2)Includes $2 million and $7 million for the three and nine months ended September 30, 2023, respectively, of G&A related to the development of enterprise resource technology, expensed in the period incurred per GAAP.
(3)The Company’s 2023 income tax rate is 23.0% before the impacts of any valuation allowance.



12

            
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Adjusted diluted earnings per share:
Diluted earnings (loss) per share$0.04 $0.40 $2.01 $(0.94)
Add back (deduct):
Merger-related expenses— — — 0.02 
(Gain) loss on unsettled derivatives (1)
0.07 0.01 (1.42)2.27 
Loss on early extinguishment of debt— — 0.02 0.00 
Other (2)
0.00 — 0.01 0.00 
Adjustments due to discrete tax items (3)
0.01 (0.09)(0.44)0.25 
Tax impact on adjustments(0.02)(0.00)0.32 (0.55)
Adjusted diluted earnings per share$0.10 $0.32 $0.50 $1.05 
(1)Includes ($4) million of non-performance risk adjustment to derivative activities for the nine months ended September 30, 2023, and ($2) million and $7 million of non-performance risk adjustment to derivative activities for the three and nine months ended September 30, 2022, respectively.
(2)Includes $2 million and $7 million for the three and nine months ended September 30, 2023, respectively, of G&A related to the development of enterprise resource technology, expensed in the period incurred per GAAP.
(3)The Company’s 2023 income tax rate is 23.0% before the impacts of any valuation allowance.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Net cash flow:(in millions)
Net cash provided by operating activities$477 $797 $2,039 $2,196 
Add back (deduct):
Changes in operating assets and liabilities— (32)(345)157 
Merger-related expenses— — — 27 
Net cash flow$477 $765 $1,694 $2,380 
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Free cash flow (deficit):(in millions)
Net cash flow$477 $765 $1,694 $2,380 
Subtract:
Total capital investments(454)(543)(1,714)(1,672)
Free cash flow (deficit)$23 $222 $(20)$708 
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Adjusted EBITDA:(in millions)
Net income (loss)$45 $450 $2,215 $(1,052)
Add back (deduct):
Interest expense36 50 106 139 
Income tax expense21 11 28 41 
Depreciation, depletion and amortization338 298 979 861 
Merger-related expenses— — — 27 
(Gain) loss on unsettled derivatives (1)
69 14 (1,562)2,524 
Loss on early extinguishment of debt— — 19 6 
Other2 — 4 1 
Stock-based compensation expense2 1 7 4 
Adjusted EBITDA$513 $824 $1,796 $2,551 
13

            
(1)Includes ($4) million of non-performance risk adjustment to derivative activities for the nine months ended September 30, 2023, and ($2) million and $7 million of non-performance risk adjustment to derivative activities for the three and nine months ended September 30, 2022, respectively.
12 Months Ended
September 30, 2023
Adjusted EBITDA:(in millions)
Net income$5,116 
Add back (deduct):
Interest expense151 
Income tax expense38 
Depreciation, depletion and amortization1,292 
Gain on unsettled derivatives (1)
(4,110)
Loss on early extinguishment of debt27 
Stock-based compensation expense7 
Other7 
Adjusted EBITDA$2,528 
(1)Includes ($11) million of non-performance risk adjustment for the twelve months ended September 30, 2023.
September 30, 2023
Net debt:(in millions)
Total debt (1)
$4,131 
Subtract:
Cash and cash equivalents26 
Net debt$4,105 
(1)Does not include $17 million of unamortized debt premium and issuance expense.
September 30, 2023
Net debt to Adjusted EBITDA:(in millions)
Net debt$4,105 
Adjusted EBITDA
$2,528 
Net debt to Adjusted EBITDA1.6x
14

v3.23.3
Cover Page
Nov. 02, 2023
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0000007332
Document Type 8-K
Document Period End Date Nov. 02, 2023
Entity Registrant Name SOUTHWESTERN ENERGY CO
Entity Incorporation, State or Country Code DE
Entity File Number 001-08246
Entity Tax Identification Number 71-0205415
Entity Address, Address Line One 10000 Energy Drive
Entity Address, City or Town Spring
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77389
City Area Code 832
Local Phone Number 796-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, Par Value $0.01
Trading Symbol SWN
Security Exchange Name NYSE
Entity Emerging Growth Company false
Southwestern Energy (NYSE:SWN)
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