false000000733200000073322024-08-012024-08-01

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): August 1, 2024
 
________________________________________________________________
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 August 1, 2024, Southwestern Energy Company (the "Company") issued a press release announcing the Company's financial results for the quarter ended June 30, 2024. 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: August 1, 2024
 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 SECOND QUARTER 2024 RESULTS

SPRING, Texas – August 1, 2024...Southwestern Energy Company (NYSE: SWN) today announced financial and operating results for the second quarter ended June 30, 2024.

•Generated $291 million net cash provided by operating activities, $608 million net loss, $113 million adjusted net income (non-GAAP), and adjusted EBITDA (non-GAAP) of $413 million
•Reported total net production of 379 Bcfe, or 4.2 Bcfe per day, including 3.6 Bcf per day of gas and 101 MBbls per day of liquids
•Invested $430 million of capital and placed 22 wells to sales, including 19 in Appalachia and 3 in Haynesville
•Proactively adjusting activity in response to commodity prices while optimizing productive capacity within annual cash flow

Financial ResultsFor the three months endedFor the six months ended
June 30,June 30,
(in millions)2024202320242023
Net income (loss)$(608)$231 $(2,143)$2,170 
Adjusted net income (non-GAAP)$113 $95 $244 $441 
Diluted earnings (loss) per share$(0.55)$0.21 $(1.94)$1.97 
Adjusted diluted earnings per share (non-GAAP)$0.10 $0.09 $0.22 $0.40 
Adjusted EBITDA (non-GAAP)$413 $484 $885 $1,283 
Net cash provided by operating activities$291 $425 $787 $1,562 
Net cash flow (non-GAAP)$378 $453 $817 $1,217 
Total capital investments (1)
$430 $595 $968 $1,260 
Free cash flow (deficit) (non-GAAP)$(52)$(142)$(151)$(43)
(1)Capital investments include decreases of $31 million and $22 million for the three months ended June 30, 2024 and 2023, respectively, and decreases of $17 million and $28 million for the six months ended June 30, 2024 and 2023, respectively, relating to the change in capital accruals between periods.

For the quarter ended June 30, 2024, Southwestern Energy recorded a net loss of $608 million, or ($0.55) per diluted share. Adjusting for the impact of the Company’s full cost ceiling test impairment and other one-time items, adjusted net income (non-GAAP) was $113 million, or $0.10 per diluted share, and adjusted EBITDA (non-GAAP) was $413 million. Net cash provided by operating activities was $291 million, net cash flow (non-GAAP) was $378 million and total capital investments were $430 million.

As of June 30, 2024, Southwestern Energy had total debt of $4.2 billion and net debt to adjusted EBITDA (non-GAAP) of 2.1x. At the end of the quarter, the Company had $445 million of borrowings under its revolving credit facility and no outstanding letters of credit.

As indicated in the table below, second quarter 2024 weighted average realized price was $1.70 per Mcfe, excluding the impact of derivatives and net of $0.29 per Mcfe of transportation expenses. Including derivatives, weighted average realized price for the

            
second quarter was up from $2.33 per Mcfe in 2023 to $2.35 per Mcfe in 2024 primarily due to an increase in liquids prices.

Realized PricesFor the three months ended June 30,For the six months ended June 30,
(includes transportation costs)
2024202320242023
Natural Gas Price:
NYMEX Henry Hub price ($/MMBtu) (1)
$1.89 $2.10 $2.07 $2.76 
Discount to NYMEX (2)
(0.67)(0.63)(0.58)(0.43)
Average realized gas price, excluding derivatives ($/Mcf)
$1.22 $1.47 $1.49 $2.33 
Loss on settled financial basis derivatives ($/Mcf)
(0.02)(0.02)(0.02)(0.05)
 Gain on settled commodity derivatives ($/Mcf)
0.80 0.57 0.65 0.17 
Average realized gas price, including derivatives ($/Mcf)
$2.00 $2.02 $2.12 $2.45 
Oil Price:
WTI oil price ($/Bbl) (3)
$80.57 $73.78 $78.76 $74.96 
Discount to WTI (4)
(10.43)(10.58)(10.63)(10.41)
Average realized oil price, excluding derivatives ($/Bbl)
$70.14 $63.20 $68.13 $64.55 
Average realized oil price, including derivatives ($/Bbl)
$66.67 $56.82 $64.90 $57.49 
NGL Price:
Average realized NGL price, excluding derivatives ($/Bbl)
$20.06 $18.63 $21.89 $21.51 
Average realized NGL price, including derivatives ($/Bbl)
$20.41 $20.85 $22.01 $22.71 
Percentage of WTI, excluding derivatives25 %25 %28 %29 %
Total Weighted Average Realized Price:
Excluding derivatives ($/Mcfe)
$1.70 $1.84 $1.94 $2.65 
Including derivatives ($/Mcfe)
$2.35 $2.33 $2.48 $2.75 
(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.

Operational Results
Total net production for the quarter ended June 30, 2024 was 379 Bcfe, of which 85% was natural gas, 13% NGLs and 2% oil. Capital investments totaled $430 million for the second quarter of 2024 with 30 wells drilled, 23 wells completed and 22 wells placed to sales.
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For the three months endedFor the six months ended
June 30,June 30,
Production2024202320242023
Natural gas production (Bcf)
324 365 649 718 
Oil production (MBbls)
1,261 1,441 2,492 2,859 
NGL production (MBbls)
7,908 8,247 15,169 16,487 
Total production (Bcfe)
379 423 755 834 
Average unit costs per Mcfe
Lease operating expenses (1)
$1.08 $1.00 $1.10 $1.03 
General & administrative expenses (2)
$0.11 $0.09 $0.12 $0.09 
Taxes, other than income taxes$0.11 $0.14 

$0.12 $0.15 
Full cost pool amortization$0.58 $0.77 $0.63 $0.76 
(1)Includes post-production costs such as gathering, processing, fractionation and compression.
(2)Excludes $10 million and $19 million in merger-related expenses for the three and six months ended June 30, 2024, respectively.

Appalachia – In the second quarter, total production was 247 Bcfe, with NGL production of 87 MBbls per day and oil production of 14 MBbls per day. The Company drilled 16 wells, completed 15 wells and placed 19 wells to sales with an average lateral length of 16,596 feet and average well cost of $922 per lateral foot.

Haynesville – In the second quarter, total production was 132 Bcf. There were 14 wells drilled, 8 wells completed and 3 wells placed to sales in the quarter with an average lateral length of 8,348 feet and average well cost of $1,788 per lateral foot.

E&P Division ResultsFor the three months ended June 30, 2024For the six months ended June 30, 2024
AppalachiaHaynesvilleAppalachiaHaynesville
Natural gas production (Bcf)
192 132 379 270 
Liquids production
Oil (MBbls)
1,256 5 2,482 10 
NGL (MBbls)
7,908 — 15,168 1 
Production (Bcfe)
247 132 485 270 
Capital investments (in millions)
Drilling and completions, including workovers$163 $188 $361 $420 
Land acquisition and other22 1 68 2 
Capitalized interest and expense31 17 66 37 
Total capital investments$216 $206 $495 $459 
Gross operated well activity summary
Drilled16 14 31 28 
Completed15 8 30 20 
Wells to sales19 3 25 15 
Total weighted average realized price per Mcfe, excluding derivatives$1.71 $1.66 $2.02 $1.81 
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Wells to sales summaryFor the three months ended June 30, 2024
Gross wells to salesAverage lateral length
Appalachia
Super Rich Marcellus6 16,426 
Rich Marcellus4 14,241 
Dry Gas Utica (1)
6 20,184 
Dry Gas Marcellus3 12,898 
Haynesville3 8,348 
Total22 
(1)Ohio Utica
Guidance
Due to the pending merger with Chesapeake Energy Corporation (“Chesapeake”), Southwestern Energy has discontinued providing guidance. Accordingly, investors are cautioned not to rely on historical forward-looking statements as those forward-looking statements were the estimates of management only as of the date provided and were subject to the specific risks and uncertainties that accompanied such forward-looking statements.

Conference Call
Due to the pending merger with Chesapeake, Southwestern Energy will not host a conference call or webcast to discuss second quarter 2024 results.

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. The Company’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
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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, 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 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 and statements regarding the proposed transaction between Southwestern Energy and Chesapeake, the expected closing of the proposed transaction and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including an expected accretion to earnings and free cash flow and dividend payments. These forward-looking statements are based on management’s current beliefs, based on 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, as well as all of the risks and uncertainties associated with the proposed transaction between the Company and Chesapeake. 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 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
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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, 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, the risk that the Company’s and Chesapeake’s businesses will not be integrated successfully, the risk that cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected, the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect, the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the proposed transaction might be delayed or not occur at all, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction, the risk the parties do not receive regulatory approval of the proposed transaction, the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that changes in Chesapeake’s capital structure and governance could have adverse effects on the market value of its securities, the ability of the Company and Chesapeake to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on the Company’s and Chesapeake’s operating results and business generally, the risk the proposed transaction could distract management from ongoing business operations or cause the Company and/or Chesapeake to incur substantial costs, the risk of any litigation relating to the proposed transaction, the risk that Chesapeake may be unable to reduce expenses or access financing or liquidity, 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, 2023.

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.

Important Additional Information Regarding the Transaction Has Been Filed with the SEC and Where to Find It
In connection with the proposed transaction between Southwestern and Chesapeake, Chesapeake filed a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC that also constitutes a prospectus of Chesapeake common stock. The Registration Statement was declared effective on May 17, 2024, at which time Chesapeake filed a final prospectus and Southwestern filed a definitive proxy statement. Chesapeake and Southwestern commenced mailing of the definitive joint proxy statement/prospectus (the “joint proxy statement/prospectus”) to their respective shareholders on or about May 17, 2024. Each party may also file other relevant documents regarding the proposed transaction with the SEC. This communication is not a substitute for the joint proxy statement/prospectus or for any other document that
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Southwestern or Chesapeake has filed or may file in the future with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY SOUTHWESTERN AND CHESAPEAKE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SOUTHWESTERN AND CHESAPEAKE, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

Investors will be able to obtain free copies of the joint proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Southwestern and Chesapeake with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Southwestern, including the joint proxy statement/prospectus, will be available free of charge from Southwestern’s website at www.swn.com under the “Investors” tab. Copies of documents filed with the SEC by Chesapeake, including the joint proxy statement/prospectus, will be available free of charge from Chesapeake’s website at
https://investors.chk.com/.

No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

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SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months endedFor the six months ended
June 30,June 30,
(in millions, except share/per share amounts)2024202320242023
Operating Revenues:
Gas sales$411 $551 $995 $1,696 
Oil sales90 92 172 187 
NGL sales158 153 332 354 
Marketing424 475 1,003 1,154 
Other— (2)(2)(4)
1,083 1,269 2,500 3,387 
Operating Costs and Expenses:
Marketing purchases433 481 1,021 1,148 
Operating expenses403 418 820 836 
General and administrative expenses45 41 101 87 
Merger-related expenses10 — 19 — 
Depreciation, depletion and amortization226 328 488 641 
Impairments631 — 2,724 — 
Taxes, other than income taxes44 58 93 126 
1,792 1,326 5,266 2,838 
Operating Income (Loss)(709)(57)(2,766)549 
Interest Expense:
Interest on debt61 60 120 123 
Other interest charges2 3 5 6 
Interest capitalized(26)(29)(53)(59)
37 34 72 70 
Gain (Loss) on Derivatives(35)317 91 1,718 
Loss on Early Extinguishment of Debt— — — (19)
Other Loss, Net(3)— (2)(1)
Income (Loss) Before Income Taxes(784)226 (2,749)2,177 
Provision (Benefit) for Income Taxes:
Current— — — — 
Deferred(176)(5)(606)7 
(176)(5)(606)7 
Net Income (Loss)$(608)$231 $(2,143)$2,170 
Earnings (Loss) Per Common Share
Basic$(0.55)$0.21 $(1.94)$1.97 
Diluted$(0.55)$0.21 $(1.94)$1.97 
Weighted Average Common Shares Outstanding:
Basic1,102,737,261 1,101,167,082 1,102,281,059 1,100,725,127 
Diluted1,102,737,261 1,102,724,782 1,102,281,059 1,102,487,313 
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SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, 2024December 31, 2023
ASSETS(in millions)
Current assets:
Cash and cash equivalents$15 $21 
Accounts receivable, net544 680 
Derivative assets363 614 
Other current assets89 100 
Total current assets1,011 1,415 
Natural gas and oil properties, using the full cost method38,737 37,772 
Other578 566 
Less: Accumulated depreciation, depletion and amortization(31,645)(28,425)
Total property and equipment, net7,670 9,913 
Operating lease assets136 154 
Long-term derivative assets80 175 
Deferred tax assets849 238 
Other long-term assets104 96 
Total long-term assets1,169 663 
TOTAL ASSETS$9,850 $11,991 
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt$389 $— 
Accounts payable1,170 1,384 
Taxes payable125 128 
Interest payable77 77 
Derivative liabilities89 79 
Current operating lease liabilities42 44 
Other current liabilities30 17 
Total current liabilities1,922 1,729 
Long-term debt3,784 3,947 
Long-term operating lease liabilities93 107 
Long-term derivative liabilities59 100 
Other long-term liabilities227 220 
Total long-term liabilities4,163 4,374 
Commitments and contingencies
Equity:
Common stock, $0.01 par value; 2,500,000,000 shares authorized; issued 1,164,596,399 shares as of June 30, 2024 and 1,163,077,745 shares as of December 31, 202312 12 
Additional paid-in capital7,206 7,188 
Accumulated deficit(3,125)(982)
Accumulated other comprehensive loss(1)(3)
Common stock in treasury, 61,614,693 shares as of June 30, 2024 and December 31, 2023(327)(327)
Total equity3,765 5,888 
TOTAL LIABILITIES AND EQUITY$9,850 $11,991 


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SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the six months ended
June 30,
(in millions)20242023
Cash Flows From Operating Activities:
Net income (loss)$(2,143)$2,170 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization488 641 
Amortization of debt issuance costs4 4 
Impairments2,724 — 
Deferred income taxes(606)7 
(Gain) loss on derivatives, unsettled315 (1,631)
Stock-based compensation12 5 
Loss on early extinguishment of debt— 19 
Other4 2 
Change in assets and liabilities:
Accounts receivable136 803 
Accounts payable(139)(363)
Taxes payable(3)(20)
Interest payable— (5)
Inventories(1)(25)
Other assets and liabilities(4)(45)
Net cash provided by operating activities787 1,562 
Cash Flows From Investing Activities:
Capital investments(980)(1,286)
Proceeds from sale of property and equipment4 123 
Net cash used in investing activities(976)(1,163)
Cash Flows From Financing Activities:
Payments on long-term debt— (437)
Payments on revolving credit facility(1,513)(1,946)
Borrowings under revolving credit facility1,738 2,006 
Change in bank drafts outstanding(37)(43)
Cash paid for tax withholding(5)(4)
Net cash provided by (used in) financing activities183 (424)
Decrease in cash and cash equivalents(6)(25)
Cash and cash equivalents at beginning of year21 50 
Cash and cash equivalents at end of period$15 $25 










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Hedging Summary
A detailed breakdown of derivative financial instruments and financial basis positions as of June 30, 2024, including the remainder of 2024 and excluding those positions that settled in the first and second 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 complete information on the Company’s commodity, basis and interest rate protection.
Weighted Average Price per MMBtu
VolumePurchased
(Bcf)SwapsSold PutsPutsSold Calls
Natural gas
2024
Fixed price swaps267 $3.60 $— $— $— 
Two-way costless collars22 — — 3.07 3.53 
Three-way costless collars42 — 2.50 3.25 4.24 
Total331 
2025
Fixed price swaps110 $3.58 $— $— $— 
Two-way costless collars73 — — 3.50 5.40 
Three-way costless collars161 — 2.59 3.66 5.88 
Total344 

Call Options – Natural Gas (Net)VolumeWeighted Average Strike Price
(Bcf)($/MMBtu)
202437 $6.00 
202573 $7.00 
202673 $7.00 
Total183 

Natural gas financial basis positionsVolumeBasis Differential
(Bcf)($/MMBtu)
2024
Dominion South23 $(0.71)
TCO18 $(0.74)
TETCO M319 $(0.70)
Total60 $(0.71)
2025
Dominion South9 $(0.64)

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Weighted Average Price per Bbl
VolumePurchased
(MBbls)SwapsSold PutsPutsSold Calls
Oil
2024
Fixed price swaps580 $71.50 $— $— $— 
Two-way costless collars184 — — 70.00 88.56 
Three-way costless collars534 — 56.72 66.72 88.26 
Total1,298 
2025
Fixed price swaps41 $77.66 $— $— $— 
Three-way costless collars1,324 — 58.96 68.96 92.73 
Total1,365 
2026
Three-way costless collars225 $— $60.00 $70.00 $83.32 
Ethane
2024
Fixed price swaps4,085 $9.77 $— $— $— 
2025
Fixed price swaps3,650 $10.36 $— $— $— 
Propane
2024
Fixed price swaps3,119 $31.25 $— $— $— 
2025
Fixed price swaps2,071 $30.73 $— $— $— 
Normal Butane
2024
Fixed price swaps718 $39.42 $— $— $— 
2025
Fixed price swaps548 $35.28 $— $— $— 
Natural Gasoline
2024
Fixed price swaps810 $61.45 $— $— $— 
2025
Fixed price swaps821 $56.89 $— $— $— 



12

            
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, 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
June 30,		Six Months Ended
June 30,
2024202320242023
Adjusted net income:(in millions)
Net income (loss)$(608)$231 $(2,143)$2,170 
Add back (deduct):
Merger-related expenses10 — 19 — 
Impairments631 — 2,724 — 
(Gain) loss on unsettled derivatives (1)
285 (107)315 (1,631)
Loss on early extinguishment of debt— — — 19 
Other (2)
3 4 5 7 
Adjustments due to discrete tax items (3)
— (57)9 (494)
Tax impact on adjustments(208)24 (685)370 
Adjusted net income$113 $95 $244 $441 
(1)Includes $1 million and $2 million of non-performance risk adjustment to derivative activities for the three and six months ended June 30, 2024, and ($4) million of non-performance risk adjustment to derivative activities for the six months ended June 30, 2023, respectively.
(2)Includes $1 million and $2 million of development costs for our enterprise resource technology for the three and six months ended June 30, 2024, respectively, and $4 million and $5 million of development costs for our enterprise resource technology for the three and six months ended June 30, 2023, respectively.
(3)The Company’s 2024 income tax rate is 22.4%.
13

            
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Adjusted diluted earnings per share:
Diluted earnings (loss) per share$(0.55)$0.21 $(1.94)$1.97 
Add back (deduct):
Merger-related expenses0.01 — 0.02 — 
Impairments0.57 — 2.46 — 
(Gain) loss on unsettled derivatives (1)
0.26 (0.10)0.29 (1.48)
Loss on early extinguishment of debt— — — 0.02 
Other (2)
0.00 0.00 0.00 0.00 
Adjustments due to discrete tax items (3)
— (0.05)0.01 (0.45)
Tax impact on adjustments(0.19)0.03 (0.62)0.34 
Adjusted diluted earnings per share$0.10 $0.09 $0.22 $0.40 
(1)Includes $1 million and $2 million of non-performance risk adjustment to derivative activities for the three and six months ended June 30, 2024, and ($4) million of non-performance risk adjustment to derivative activities for the six months ended June 30, 2023, respectively.
(2)Includes $1 million and $2 million of development costs for our enterprise resource technology for the three and six months ended June 30, 2024, respectively, and $4 million and $5 million of development costs for our enterprise resource technology for the three and six months ended June 30, 2023, respectively.
(3)The Company’s 2024 income tax rate is 22.4%.
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Net cash flow:(in millions)
Net cash provided by operating activities$291 $425 $787 $1,562 
Add back (deduct):
Changes in operating assets and liabilities77 28 11 (345)
Merger-related expenses10 — 19 — 
Net cash flow$378 $453 $817 $1,217 

Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Free cash flow (deficit):(in millions)
Net cash flow$378 $453 $817 $1,217 
Subtract:
Total capital investments(430)(595)(968)(1,260)
Free cash flow (deficit)$(52)$(142)$(151)$(43)

14

            
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Adjusted EBITDA:(in millions)
Net income (loss)$(608)$231 $(2,143)$2,170 
Add back (deduct):
Interest expense37 34 72 70 
Income tax expense (benefit)(176)(5)(606)7 
Depreciation, depletion and amortization226 328 488 641 
Merger-related expenses10 — 19 — 
Impairments631 — 2,724 — 
(Gain) loss on unsettled derivatives (1)
285 (107)315 (1,631)
Loss on early extinguishment of debt— — — 19 
Other3 (1)4 2 
Stock-based compensation expense5 4 12 5 
Adjusted EBITDA$413 $484 $885 $1,283 
(1)Includes $1 million and $2 million of non-performance risk adjustment to derivative activities for the three and six months ended June 30, 2024, and ($4) million of non-performance risk adjustment to derivative activities for the six months ended June 30, 2023, respectively.
12 Months Ended
June 30, 2024
Adjusted EBITDA:(in millions)
Net income$(2,756)
Add back (deduct):
Interest expense144 
Income tax expense(870)
Depreciation, depletion and amortization1,154 
Merger-related expenses19 
Impairments4,434 
Gain on unsettled derivatives (1)
(142)
Stock-based compensation expense16 
Other10 
Adjusted EBITDA$2,009 
(1)Includes $1 million of non-performance risk adjustment for the twelve months ended June 30, 2024.

June 30, 2024
Net debt:(in millions)
Total debt (1)
$4,188 
Subtract:
Cash and cash equivalents(15)
Net debt$4,173 
(1)Does not include $15 million of unamortized debt premium/discount and issuance expense.


June 30, 2024
Net debt to Adjusted EBITDA:(in millions)
Net debt$4,173 
Adjusted EBITDA
$2,009 
Net debt to Adjusted EBITDA2.1x


15

v3.24.2.u1
Cover Page
Aug. 01, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0000007332
Document Type 8-K
Document Period End Date Aug. 01, 2024
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 true
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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