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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): February 22, 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 February 22, 2024, Southwestern Energy Company (the "Company") issued a press release announcing the Company's financial results for the year ended December 31, 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: February 22, 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 FOURTH QUARTER AND FULL YEAR 2023 RESULTS

SPRING, Texas – February 22, 2024 – Southwestern Energy Company (NYSE: SWN) (the “Company” or “Southwestern Energy”) today announced financial and operating results for the fourth quarter and full-year 2023.

2023 Highlights
•Generated $2.5 billion net cash provided by operating activities, $1.6 billion net income and $744 million adjusted net income (non-GAAP)
–Adjusted EBITDA (non-GAAP) of $2.4 billion and free cash flow (non-GAAP) of $142 million
•Ended the year with total debt of $4.0 billion, including the impacts of working capital
•Produced 1.7 Tcfe, or 4.6 Bcfe per day, including 3.9 Bcf per day of natural gas and 105 MBbls per day of liquids
•Invested $2.1 billion of capital and placed 132 wells to sales, including 67 in Appalachia and 65 in Haynesville

2023 Fourth Quarter and Full Year Results

FINANCIAL STATISTICSFor the three months endedFor the years ended
December 31,December 31,
(in millions)2023202220232022
Net income (loss)$(658)$2,901 $1,557 $1,849 
Adjusted net income (non-GAAP)$192 $287 $744 $1,479 
Diluted earnings (loss) per share$(0.60)$2.63 $1.41 $1.66 
Adjusted diluted earnings per share (non-GAAP)$0.17 $0.26 $0.67 $1.33 
Adjusted EBITDA (non-GAAP)$611 $732 $2,407 $3,283 
Net cash provided by operating activities$477 $958 $2,516 $3,154 
Net cash flow (non-GAAP)$579 $677 $2,273 $3,057 
Total capital investments (1)
$417 $537 $2,131 $2,209 
Free cash flow (non-GAAP)$162 $140 $142 $848 
(1)Capital investments on the cash flow statement include an increase of $78 million and an increase of $44 million for the three months ended December 31, 2023 and 2022, respectively, and a decrease of $44 million and an increase of $88 million for the years ended December 31, 2023 and 2022, respectively, relating to the change in accrued expenditures between periods.

Fourth Quarter 2023 Financial Results
For the quarter ended December 31, 2023, Southwestern Energy recorded a net loss of $658 million, or ($0.60) per diluted share. Adjusting for the impact of the Company’s full cost ceiling test impairment, gain on unsettled derivatives, and other one-time items, adjusted net income (non-GAAP) was $192 million, or $0.17 per diluted share, and adjusted EBITDA (non-GAAP) was $611 million. Net cash provided by operating activities was $477 million, net cash flow (non-GAAP) was $579 million, and free cash flow (non-GAAP) was $162 million.


            
As indicated in the table below, fourth quarter 2023 weighted average realized price, including $0.26 per Mcfe of transportation expenses, was $2.51 per Mcfe, excluding the impact of derivatives. Including derivatives, the weighted average realized price for the quarter decreased 5% from $2.88 per Mcfe in 2022 to $2.75 per Mcfe in 2023 primarily due to lower commodity prices, including a 54% decrease in NYMEX and a 5% decrease in WTI, partially offset by the impact of settled derivatives. Fourth quarter 2023 weighted average realized price before transportation expense and excluding derivatives was $2.77 per Mcfe.

Full Year 2023 Financial Results
For the year ended December 31, 2023, the Company recorded net income of $1,557 million, or $1.41 per diluted share. Adjusting for the impact of the Company’s full cost ceiling test impairment, gain on unsettled derivatives, and other one-time items, adjusted net income (non-GAAP) was $744 million, or $0.67 per diluted share, and adjusted EBITDA (non-GAAP) was $2,407 million. Net cash provided by operating activities was $2,516 million, net cash flow (non-GAAP) was $2,273 million, and free cash flow (non-GAAP) was $142 million.

In 2023, the Company primarily utilized free cash flow generated and proceeds from non-core asset divestitures to reduce its debt balance. As of December 31, 2023, Southwestern Energy had total debt of $4.0 billion and net debt to adjusted EBITDA (non-GAAP) of 1.6x. This compares to total debt of $4.4 billion as of December 31, 2022. At the end of 2023, the Company had $220 million of borrowings under its revolving credit facility and no outstanding letters of credit.

As indicated in the table below, for the full year 2023, weighted average realized price, including $0.26 per Mcfe of transportation expenses, was $2.46 per Mcfe, excluding the impact of derivatives. Including derivatives, the weighted average realized price for the quarter was down 13% from $3.06 per Mcfe in 2022 to $2.67 per Mcfe in 2023 primarily due to lower commodity prices, including a 59% decrease in NYMEX and an 18% decrease in WTI, partially offset by the impact of settled derivatives. In 2023, the weighted average realized price before transportation expense and excluding derivatives was $2.72 per Mcfe.

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Realized PricesFor the three months ended December 31,For the years ended December 31,
(includes transportation costs)
2023202220232022
Natural Gas Price:
NYMEX Henry Hub price ($/MMBtu) (1)
$2.88 $6.26 $2.74 $6.64 
Discount to NYMEX (2)
(0.74)(0.79)(0.63)(0.66)
Average realized gas price, excluding derivatives ($/Mcf)
$2.14 $5.47 $2.11 $5.98 
Gain on settled financial basis derivatives ($/Mcf)
0.09 0.17 0.03 0.08 
Gain (loss) on settled commodity derivatives ($/Mcf)
0.20 (2.98)0.22 (3.27)
Average realized gas price, including derivatives ($/Mcf)
$2.43 $2.66 $2.36 $2.79 
Oil Price:
WTI oil price ($/Bbl) (3)
$78.32 $82.65 $77.62 $94.23 
Discount to WTI (4)
(10.77)(7.71)(10.78)(7.28)
Average realized oil price, excluding derivatives ($/Bbl)
$67.55 $74.94 $66.84 $86.95 
Average realized oil price, including derivatives ($/Bbl)
$57.21 $46.15 $57.21 $50.83 
NGL Price:
Average realized NGL price, excluding derivatives ($/Bbl)
$21.96 $25.52 $21.38 $34.35 
Average realized NGL price, including derivatives ($/Bbl)
$23.00 $23.40 $22.46 $26.52 
Percentage of WTI, excluding derivatives28 %31 %28 %36 %
Total Weighted Average Realized Price:
Excluding derivatives ($/Mcfe)
$2.51 $5.45 $2.46 $6.10 
Including derivatives ($/Mcfe)
$2.75 $2.88 $2.67 $3.06 
(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 hedges.
(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 production for the quarter ended December 31, 2023 was 410 Bcfe, comprised of 86% natural gas, 12% NGLs and 2% oil. Production totaled 1.7 Tcfe for the year ended December 31, 2023.

Capital investments in the fourth quarter of 2023 were $417 million, bringing full year capital investment to $2,131 million. The Company brought 132 wells to sales, drilled 110 wells and completed 124 wells during the year.



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For the three months endedFor the years ended
December 31,December 31,
2023202220232022
Production
Gas production (Bcf)
352 372 1,438 1,520 
Oil production (MBbls)
1,433 1,187 5,602 4,993 
NGL production (MBbls)
8,144 8,001 32,859 30,446 
Total production (Bcfe)
410 427 1,669 1,733 
Average unit costs per Mcfe
Lease operating expenses (1)
$1.09 $1.00 $1.05 $0.98 
General & administrative expenses (2)
$0.10 $0.10 $0.10 $0.09 
Taxes, other than income taxes$0.13 $0.16 

$0.15 $0.15 
Full cost pool amortization$0.79 $0.72 $0.77 $0.67 
(1)Includes post-production costs such as gathering, processing, fractionation and compression.
(2)Excludes $27 million in merger-related expenses for the year ended December 31, 2022.

Appalachia – In the fourth quarter, total production was 264 Bcfe, with NGL production of 88 MBbls per day and oil production of 15 MBbls per day. The Company drilled 9 wells, completed 5 wells, and placed 11 wells to sales with an average lateral length of 13,514 feet.

In 2023, Appalachia’s total production was 1.0 Tcfe, including 105 MBbls per day of liquids. During 2023, the Company drilled 60 wells, completed 63 wells, and placed 67 wells to sales, with an average lateral length of 15,978 feet. At year-end, the Company had 17 drilled but uncompleted wells in Appalachia.

Haynesville – In the fourth quarter, total production was 146 Bcf. There were 8 wells drilled, 12 wells completed, and 12 wells placed to sales in the quarter with an average lateral length of 8,739 feet.

Production for the year was 635 Bcf in Haynesville. The Company drilled 50 wells, completed 61 wells, and brought 65 wells to sales, with an average lateral length of 8,532 feet. The Company had 13 drilled but uncompleted wells at year-end in Haynesville.

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E&P Division ResultsFor the three months ended December 31, 2023For the year ended December 31, 2023
AppalachiaHaynesvilleAppalachiaHaynesville
Gas production (Bcf)
206 146 803 635 
Liquids production
Oil (MBbls)
1,422 9 5,568 30 
NGL (MBbls)
8,141 2 32,848 9 
Production (Bcfe)
264 146 1,034 635 
Capital investments ($ in millions)
Drilling and completions, including workovers$107 $215 $726 $1,053 
Land acquisition and other15 3 89 8 
Capitalized interest and expense32 19 123 77 
Total capital investments$154 $237 $938 $1,138 
Gross operated well activity summary
Drilled9 8 60 50 
Completed5 12 63 61 
Wells to sales11 12 67 65 
Total weighted average realized price per Mcfe, excluding derivatives$2.47 $2.58 $2.46 $2.46 
Wells to sales summaryFor the three months ended December 31, 2023For the year ended December 31, 2023
Gross wells to salesAverage lateral lengthGross wells to salesAverage lateral length
Appalachia
Super Rich Marcellus2 15,543 30 16,096 
Rich Marcellus3 9,677 16 14,223 
Dry Gas Utica— — 5 17,769 
Utica Condensate3 20,962 3 20,962 
Dry Gas Marcellus3 8,551 13 16,028 
Haynesville12 8,739 65 8,532 
Total23 132 

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2023 Proved Reserves
The Company reported total proved reserves of 19.7 Tcfe at year-end 2023, down from 21.6 Tcfe at year-end 2022, primarily due to downward price revisions.

The after-tax PV-10 (standardized measure) of the Company’s reserves was $7.3 billion. The PV-10 value before the impact of taxes (non-GAAP) was $7.8 billion, including $6.5 billion from Appalachia and $1.3 billion from Haynesville. SEC prices used for the Company’s reported 2023 reserves were $2.64 per Mcf NYMEX Henry Hub, $78.22 per Bbl WTI, and $21.38 per Bbl NGLs.

Proved Reserves SummaryFor the years ended December 31,
20232022
Proved reserves (in Bcfe)
19,660 21,625 
PV-10: (in millions)
Pre-tax$7,796 $46,435 
PV of taxes(483)(8,847)
After-tax (in millions)
$7,313 $37,588 
Percent of estimated proved reserves that are:
Natural gas78 %80 %
NGLs and oil22 %20 %
Proved developed59 %56 %

2023 Proved Reserves by Division (Bcfe)
AppalachiaHaynesvilleTotal
Proved reserves, beginning of year15,666 5,959 21,625 
Price revisions(570)(1,277)(1,847)
Performance revisions246 (70)176 
Infill revisions1,200 34 1,234 
Changes in development plan(1,257)(278)(1,535)
Performance and production revisions189 (314)(125)
Extensions, discoveries and other additions783 1,243 2,026 
Production(1,034)(635)(1,669)
Acquisition of reserves in place— — — 
Disposition of reserves in place(349)(1)(350)
Proved reserves, end of year14,685 4,975 19,660 


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The Company reported 2023 proved developed finding and development (“PD F&D”) costs of $0.91 per Mcfe when excluding the impact of capitalized interest and portions of capitalized general & administrative costs in accordance with the full cost method of accounting. The 2023 PD F&D for Appalachia was $0.66 per Mcfe and Haynesville was $1.27 per Mcfe.

Proved Developed Finding and Development (1)
12 Months Ended December 31,
Total PD Adds (Bcfe):
2023
New PD adds
80 
PUD conversions
1,959 
Total PD Adds
2,039 
Costs Incurred (in millions):
Unproved property acquisition costs$184 
Exploration costs— 
Development costs1,939 
Capitalized Costs Incurred
$2,123 
Subtract (in millions):
Proved property acquisition costs$— 
Unproved property acquisition costs(184)
Capitalized interest and expense associated with development and exploration (2)
(85)
PD Costs Incurred
$1,855 
PD F&D (PD Cost Incurred / Total PD Adds)$0.91 
Note: Amounts may not add due to rounding
(1)Includes Appalachia and Haynesville.
(2)Adjusting for the impacts of the full cost accounting method for comparability.

Guidance
Due to the pending merger with Chesapeake Energy Corporation, 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 Energy Corporation (“Chesapeake”), Southwestern Energy will not host a conference call or webcast to discuss its fourth quarter and full year 2023 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. 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.

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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, 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. 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
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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 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, 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 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 possibility that stockholders of Chesapeake may not approve the issuance of new shares of Chesapeake common stock in the porposed transaction or that stockholders of Chesapeake or stockholders of the Company may not approve the proposed transaction, 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.

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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 Will Be Filed with the SEC and Where to Find It
In connection with the proposed transaction between Southwestern and Chesapeake, Chesapeake intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of Chesapeake’s common stock to be issued in connection with the proposed transaction. The Registration Statement will include a document that serves as a prospectus of Chesapeake and joint proxy statement of Southwestern and Chesapeake (the “joint proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. 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.

After the Registration Statement has been declared effective, a definitive joint proxy statement/prospectus will be mailed to stockholders of Southwestern and stockholders of Chesapeake as of the record date. Investors will be able to obtain free copies of the Registration Statement and 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 (when they become available) 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 (when available), 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 (when available), will be available free of charge from Chesapeake’s website at www.chk.com under the “Investors” tab.
Participants in the Solicitation
Southwestern and certain of its directors, executive officers and other members of management and employees, Chesapeake, and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Southwestern’s stockholders and the solicitation of proxies from Chesapeake’s stockholders, in each case with respect to the proposed transaction. Information about Southwestern’s directors and executive officers is available in Southwestern’s Annual Report on Form 10-K for the 2022 fiscal year filed with the SEC on February 23, 2023 and its definitive proxy statement for the 2023 annual meeting of stockholders filed with the SEC on April 5, 2023, and in the joint proxy statement/prospectus (when available). Information about Chesapeake’s directors and
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executive officers is available in its Annual Report on Form 10-K for the 2022 fiscal year filed with the SEC on February 22, 2023 and its definitive proxy statement for the 2023 annual meeting of stockholders filed with the SEC on April 28, 2023, and the joint proxy statement/prospectus (when available). Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Stockholders of Southwestern, stockholders of Chesapeake, potential investors and other readers should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
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 years ended
December 31,December 31,
(in millions, except share/per share amounts)2023202220232022
Operating Revenues:
Gas sales$766 $2,040 $3,089 $9,101 
Oil sales98 90 379 439 
NGL sales179 204 702 1,046 
Marketing648 1,048 2,355 4,419 
Other1 (2)(3)(3)
1,692 3,380 6,522 15,002 
Operating Costs and Expenses:
Marketing purchases638 1,026 2,331 4,392 
Operating expenses437 410 1,717 1,616 
General and administrative expenses54 50 187 170 
Merger-related expenses— — — 27 
Depreciation, depletion and amortization328 313 1,307 1,174 
Impairments1,710 — 1,710 — 
Taxes, other than income taxes55 71 244 269 
3,222 1,870 7,496 7,648 
Operating Income (Loss)(1,530)1,510 (974)7,354 
Interest Expense:
Interest on debt62 74 246 292 
Other interest charges2 3 11 13 
Interest capitalized(28)(32)(115)(121)
36 45 142 184 
Gain (Loss) on Derivatives622 1,450 2,433 (5,259)
Loss on Early Extinguishment of Debt— (8)(19)(14)
Other Income, Net1 4 2 3 
Income (Loss) Before Income Taxes(943)2,911 1,300 1,900 
Provision (Benefit) for Income Taxes
Current(5)10 (5)51 
Deferred(280)— (252)— 
(285)10 (257)51 
Net Income (Loss)$(658)$2,901 $1,557 $1,849 
Earnings (Loss) Per Common Share
Basic$(0.60)$2.63 $1.41 $1.67 
Diluted$(0.60)$2.63 $1.41 $1.66 
Weighted Average Common Shares Outstanding:
Basic1,101,231,113 1,101,245,262 1,100,980,199 1,110,564,839 
Diluted1,101,231,113 1,103,844,154 1,103,406,255 1,113,184,254 
12

            
SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 2023December 31, 2022
ASSETS(in millions, except share amounts)
Current assets:
Cash and cash equivalents$21 $50 
Accounts receivable, net680 1,401 
Derivative assets614 145 
Other current assets100 68 
Total current assets1,415 1,664 
Natural gas and oil properties, using the full cost method37,772 35,763 
Other566 527 
Less: Accumulated depreciation, depletion and amortization(28,425)(25,387)
Total property and equipment, net9,913 10,903 
Operating lease assets154 177 
Long-term derivative assets175 72 
Deferred tax assets238 — 
Other long-term assets96 110 
Total long-term assets663 359 
TOTAL ASSETS$11,991 $12,926 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$1,384 $1,835 
Taxes payable128 136 
Interest payable77 86 
Derivative liabilities79 1,317 
Current operating lease liabilities44 42 
Other current liabilities17 65 
Total current liabilities1,729 3,481 
Long-term debt3,947 4,392 
Long-term operating lease liabilities107 133 
Long-term derivative liabilities100 378 
Other long-term liabilities220 218 
Total long-term liabilities4,374 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 December 31, 2023 and 1,161,545,588 as of December 31, 202212 12 
Additional paid-in capital7,188 7,172 
Accumulated deficit(982)(2,539)
Accumulated other comprehensive income (loss)(3)6 
Common stock in treasury, 61,614,693 shares as of December 31, 2023 and as of December 31, 2022(327)(327)
Total equity5,888 4,324 
TOTAL LIABILITIES AND EQUITY$11,991 $12,926 


13

            
SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the years ended
December 31,
(in millions)20232022
Cash Flows From Operating Activities:
Net income$1,557 $1,849 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization1,307 1,174 
Amortization of debt issuance costs7 11 
Impairments1,710 — 
Deferred income taxes(252)— 
Gain on derivatives, unsettled(2,088)(24)
Stock-based compensation9 4 
Loss on early extinguishment of debt19 14 
Other4 2 
Change in assets and liabilities:
Accounts receivable721 (240)
Accounts payable(375)390 
Taxes payable(8)43 
Interest payable(5)4 
Inventories(27)2 
Other assets and liabilities(63)(75)
Net cash provided by operating activities2,516 3,154 
Cash Flows From Investing Activities:
Capital investments(2,170)(2,115)
Proceeds from sale of property and equipment123 72 
Net cash used in investing activities(2,047)(2,043)
Cash Flows From Financing Activities:
Payments on current portion of long-term debt— (210)
Payments on long-term debt(437)(612)
Payments on revolving credit facility(4,718)(12,071)
Borrowings under revolving credit facility4,688 11,861 
Change in bank drafts outstanding(27)79 
Proceeds from exercise of common stock options— 7 
Debt issuance and other financing costs— (14)
Purchase of treasury stock— (125)
Cash paid for tax withholding(4)(4)
Net cash used in financing activities(498)(1,089)
Increase (decrease) in cash and cash equivalents(29)22 
Cash and cash equivalents at beginning of year50 28 
Cash and cash equivalents at end of year$21 $50 





14

            
Hedging Summary
A detailed breakdown of the Company’s derivative financial instruments and financial basis positions as of February 20, 2024, including 2024 derivative contracts that have settled, is shown below. Please refer to our annual report on Form 10-K 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 swaps528 $3.54 $— $— $— 
Two-way costless collars44 — — 3.07 3.53 
Three-way costless collars88 — 2.47 3.20 4.09 
Total660 
2025
Two-way costless collars73 $— $— $3.50 $5.40 
Three-way costless collars161 — 2.59 3.66 5.88 
Total234 

Call Options – Natural Gas (Net)VolumeWeighted Average Strike Price
(Bcf)($/MMBtu)
202482 $6.56 
202573 $7.00 
202673 $7.00 
Total228 

Natural gas financial basis positionsVolumeBasis Differential
(Bcf)($/MMBtu)
2024
Dominion South46 $(0.71)
TCO36 $(0.74)
TETCO M330 $(0.71)
Total112 $(0.72)
2025
Dominion South9 $(0.64)



15

            
Weighted Average Price per Bbl
VolumePurchased
(MBbls)SwapsSold PutsPutsSold Calls
Oil
2024
Fixed price swaps1,571 $71.06 $— $— $— 
Two-way costless collars512 — — 70.00 85.63 
Three-way costless collars92 — 65.00 75.00 93.10 
Total2,175 
2025
Fixed price swaps41 $77.66 $— $— $— 
Three-way costless collars1,002 60.00 70.00 94.64 
Total1,043 
Ethane
2024
Fixed price swaps6,237 $10.18 $— $— $— 
2025
Fixed price swaps1,095 $10.27 $— $— $— 
Propane
2024
Fixed price swaps5,683 $31.85 $— $— $— 
2025
Fixed price swaps976 $29.74 $— $— $— 
Normal Butane
2024
Fixed price swaps1,320 $39.44 $— $— $— 
2025
Fixed price swaps548 $35.28 $— $— $— 
Natural Gasoline
2024
Fixed price swaps1,502 $61.51 $— $— $— 
2025
Fixed price swaps730 $65.44 $— $— $— 

16

            
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 its 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.

Another such non-GAAP financial measure is pre-tax PV-10. Management believes that the presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the standardized measure of discounted future cash flows (“standardized measure”), or after-tax PV-10 amount, because it presents the discounted future net cash flows attributable to our proved reserves prior to taking into account future corporate income taxes and our current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are consistent for all companies. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. The difference between the standardized measure and the PV-10 amount is the discounted amount of estimated future income taxes.

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 and adjusted EBITDA, all 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.

17

            
3 Months Ended
December 31,		12 Months Ended
December 31,
2023202220232022
Adjusted net income:(in millions)
Net income (loss)$(658)$2,901 $1,557 $1,849 
Add back (deduct):
Merger-related expenses— — — 27 
Impairments1,710 — 1,710 — 
Gain on unsettled derivatives (1)
(526)(2,548)(2,088)(24)
Loss on early extinguishment of debt— 8 19 14 
Other loss (2)
7 3 17 4 
Adjustments due to discrete tax items (3)
(74)(660)(547)(386)
Tax impact on adjustments(267)583 76 (5)
Adjusted net income$192 $287 $744 $1,479 
(1)Includes ($1) million and ($7) million of non-performance risk adjustment for the three months ended December 31, 2023 and 2022, respectively, and $5 million non-performance risk adjustment for the twelve months ended December 31, 2023.
(2)Includes $3 million and $10 million of development costs for our enterprise resource technology for the three and twelve months ended December 31, 2023.
(3)The Company’s 2023 income tax rate is 22.4% before the impacts of any valuation allowance.
3 Months Ended
December 31,		12 Months Ended
December 31,
2023202220232022
Adjusted diluted earnings per share:
Diluted earnings (loss) per share$(0.60)$2.63 $1.41 $1.66 
Add back (deduct):
Merger-related expenses— — — 0.02 
Impairments1.55 — 1.55 — 
(Gain) on unsettled derivatives (1)
(0.48)(2.31)(1.89)(0.02)
Loss on early extinguishment of debt— 0.01 0.02 0.01 
Other loss (2)
0.01 0.00 0.01 0.01 
Adjustments due to discrete tax items (3)
(0.07)(0.60)(0.51)(0.34)
Tax impact on adjustments(0.24)0.53 0.08 (0.01)
Adjusted diluted earnings per share$0.17 $0.26 $0.67 $1.33 
(1)Includes ($1) million and ($7) million of non-performance risk adjustment for the three months ended December 31, 2023 and 2022, respectively, and $5 million non-performance risk adjustment for the twelve months ended December 31, 2023.
(2)Includes $3 million and $10 million of development costs for our enterprise resource technology for the three and twelve months ended December 31, 2023.
(3)The Company’s 2023 income tax rate is 22.4% before the impacts of any valuation allowance.
3 Months Ended
December 31,		12 Months Ended
December 31,
2023202220232022
Net cash flow:(in millions)
Net cash provided by operating activities$477 $958 $2,516 $3,154 
Add back (deduct):
Changes in operating assets and liabilities102 (281)(243)(124)
Merger-related expenses— — — 27 
Net cash flow$579 $677 $2,273 $3,057 
18

            
3 Months Ended
December 31,		12 Months Ended
December 31,
2023202220232022
Free cash flow:(in millions)
Net cash flow$579 $677 $2,273 $3,057 
Subtract:
Total capital investments(417)(537)(2,131)(2,209)
Free cash flow$162 $140 $142 $848 

3 Months Ended
December 31,		12 Months Ended
December 31,
2023202220232022
Adjusted EBITDA:(in millions)
Net income (loss)$(658)$2,901 $1,557 $1,849 
Add back (deduct):
Interest expense36 45 142 184 
Provision (benefit) for income taxes(285)10 (257)51 
Depreciation, depletion and amortization328 313 1,307 1,174 
Merger-related expenses— — — 27 
Impairments1,710 — 1,710 — 
Gain on unsettled derivatives (1)
(526)(2,548)(2,088)(24)
Loss on early extinguishment of debt— 8 19 14 
Other (gain) loss4 3 8 4 
Stock-based compensation expense2 — 9 4 
Adjusted EBITDA$611 $732 $2,407 $3,283 
(1)Includes ($1) million and ($7) million of non-performance risk adjustment for the three months ended December 31, 2023 and 2022, respectively, and $5 million non-performance risk adjustment for the twelve months ended December 31, 2023.
December 31, 2023
Net debt:(in millions)
Total debt (1)
$3,963 
Subtract:
Cash and cash equivalents(21)
Net debt$3,942 
(1)Does not include $16 million of unamortized debt premium/discount and issuance expense.

December 31, 2023
Net debt to adjusted EBITDA:(in millions)
Net debt$3,942 
Adjusted EBITDA
$2,407 
Net debt to adjusted EBITDA1.6x

December 31, 2023
Pre-tax PV-10:(in millions)
PV-10 (standardized measure)$7,313 
Add back:
Present value of taxes483 
Pre-tax PV-10$7,796 
19

v3.24.0.1
Cover Page
Feb. 22, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0000007332
Document Type 8-K
Document Period End Date Feb. 22, 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
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