Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable

The following table presents the fair value of consideration transferred to GEPH equity holders as a result of the GEPH Merger:

(in millions, except share, per share amounts)	As of December 31, 2021
Shares of Southwestern common stock issued	99,337,748
NYSE closing price per share of Southwestern common shares on December 31, 2021	$	4.66
	$	463
Cash consideration	1,269
Total consideration	$	1,732

The following table presents the fair value of consideration transferred to Indigo equity holders as a result of the Indigo Merger:

(in millions, except share, per share amounts)	As of September 1, 2021
Shares of Southwestern common stock issued	337,827,171
NYSE closing price per share of Southwestern common shares on September 1, 2021	$	4.70
	$	1,588
Cash consideration	373
Total consideration	$	1,961

The following table presents the fair value of consideration transferred to Montage stockholders as a result of the Montage Merger:

(in millions, except share, per share amounts)	As of November 13, 2020
Shares of Southwestern common stock issued in respect of outstanding Montage common stock	67,311,166
Shares of Southwestern common stock issued in respect of Montage stock-based awards	2,429,682
	69,740,848
NYSE closing price per share of Southwestern common shares on November 13, 2020	$	3.05
Total consideration (fair value of Southwestern common shares issued)	$	213

Schedule of Business Acquisitions, by Acquisition

The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. Certain data and studies necessary to complete the purchase price allocation are still under evaluation, including, but not limited to, the final actualization of accrued liabilities and receivable balances and the valuation of natural gas and oil properties. The Company will finalize the purchase price allocation during the twelve-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

(in millions)	As of December 31, 2021
Consideration:
Total consideration	$	1,732
Fair Value of Assets Acquired:
Cash and cash equivalents	11
Accounts receivable	171
Other current assets	3
Commodity derivative assets	56
Evaluated oil and gas properties	1,783
Unevaluated oil and gas properties	59
Other property, plant and equipment	2
Other long-term assets	3
Total assets acquired	2,088
Fair Value of Liabilities Assumed:
Accounts payable	170
Other current liabilities	1
Derivative liabilities	75
Revolving credit facility	81
Asset retirement obligations	24
Other noncurrent liabilities	5
Total liabilities assumed	356
Net Assets Acquired and Liabilities Assumed	$	1,732

The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. Certain data and studies necessary to complete the purchase price allocation are still under evaluation, including, but not limited to, the valuation of natural gas and oil properties and the resolution of certain matters that the Company is indemnified for under the Indigo Merger Agreement for which not enough information is available to assess the final fair value of at this time. The Company will finalize the purchase price allocation during the twelve-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

(in millions)	As of September 1, 2021
Consideration:
Total consideration	$	1,961
Fair Value of Assets Acquired:
Cash and cash equivalents	55
Accounts receivable	192
Other current assets	2
Commodity derivative assets	2
Evaluated oil and gas properties	2,724
Unevaluated oil and gas properties (1)	684
Other property, plant and equipment	4
Other long-term assets	27
Total assets acquired	3,690
Fair Value of Liabilities Assumed:
Accounts payable (1)	274
Other current liabilities	55
Derivative liabilities	501
Revolving credit facility	95
Senior unsecured notes	726
Asset retirement obligations	8
Other noncurrent liabilities	70
Total liabilities assumed	1,729
Net Assets Acquired and Liabilities Assumed	$	1,961

(1)Reflects an $8 million purchase price adjustment due to ongoing valuation.

The following table sets forth the fair value of the assets acquired and liabilities assumed as of the acquisition date. The purchase price allocation is complete as of the fourth quarter of 2021.

(in millions)	As of November 13, 2020
Consideration:
Fair value of Southwestern’s stock issued on November 13, 2020	$	213
Fair value of assets acquired:
Cash and cash equivalents	3
Accounts receivable	73
Other current assets	1
Derivative assets	11
Evaluated natural gas and oil properties	1,012
Unevaluated natural gas and oil properties (1)	100
Other property, plant and equipment	28
Other long-term assets	26
Total assets acquired	1,254
Fair value of liabilities assumed:
Accounts payable (1)	155
Other current liabilities	49
Derivative liabilities	70
Revolving credit facility	200
Senior unsecured notes	522
Asset retirement obligations	28
Other long-term liabilities	17
Total liabilities assumed	1,041
Net assets acquired and liabilities assumed	$	213

(1)Reflects a $10 million purchase price adjustment due to completion of valuation assessments during the measurement period.

Business Acquisition, Pro Forma Information

The following table summarizes the unaudited pro forma condensed financial information of Southwestern as if the Montage Merger had occurred on January 1, 2019, and the Indigo Merger and the GEPH Merger each had occurred on January 1, 2020:

	For the years ended December 31,
(in millions, except per share amounts)	2021 (1)		2020		2019
Revenues	$	8,301	$	3,836	$	3,673
Net income (loss) attributable to common stock	$	(354)	$	(3,243)	$	995
Net income (loss) attributable to common stock per share – basic	$	(0.32)	$	(2.92)	$	1.48
Net income (loss) attributable to common stock per share – diluted	$	(0.32)	$	(2.92)	$	1.48

(1)The year ended December 31, 2021 includes the actual operating results from the Montage Merger, which occurred in November 2020.

Schedule of Acquisition Related Costs

The following table summarizes the merger-related expenses incurred for the years ended December 31, 2021 and 2020:

	For the years ended December 31,
	2021								2020
(in millions)	Indigo Merger		GEPH Merger		Montage Merger		Total		Montage Merger
Professional fees (bank, legal, consulting)	$	27	$	19	$	1	$	47	$	18
Representation & warranty insurance	4		7		—		11		—
Contract buyouts, terminations and transfers	7		1		—		8		5
Due diligence and environmental	3		1		—		4		—
Employee-related	2		—		1		3		17
Other	2		—		1		3		1
Total merger-related expenses	$	45	$	28	$	3	$	76	$	41