10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

For the quarterly period ended September 30, 2023

Or

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

For the transition period from ________ to ________

Commission file number: 001-08246

Southwestern Energy Company

(Exact name of registrant as specified in its charter)

Delaware	71-0205415
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10000 Energy Drive

Spring, Texas 77389

(Address of principal executive offices)(Zip Code)

(832) 796-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	SWN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class	Outstanding as of October 31, 2023
Common Stock, Par Value $0.01	1,101,463,052

SOUTHWESTERN ENERGY COMPANY

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

PART I – FINANCIAL INFORMATION			Page
Item 1.	Financial Statements		4
	Consolidated Statements of Operations		4
	Consolidated Statements of Comprehensive Income (Loss)		5
	Consolidated Balance Sheets		6
	Consolidated Statements of Cash Flows		7
	Consolidated Statements of Changes in Equity		8
	Notes to Consolidated Financial Statements		10
		Note 1. Basis of Presentation	10
		Note 2. Acquisitions	10
		Note 3. Revenue Recognition	11
		Note 4. Cash and Cash Equivalents	13
		Note 5. Natural Gas and Oil Properties	13
		Note 6. Earnings per Share	14
		Note 7. Derivatives and Risk Management	15
		Note 8. Reclassifications From Accumulated Other Comprehensive Income (Loss)	21
		Note 9. Fair Value Measurements	21
		Note 10. Debt	23
		Note 11. Commitments and Contingencies	26
		Note 12. Income Taxes	27
		Note 13. Pension Plan and Other Postretirement Benefits	28
		Note 14. Long-Term Incentive Compensation	29
		Note 15. Segment Information	33
		Note 16. New Accounting Pronouncements	35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
	Results of Operations		37
	Liquidity and Capital Resources		46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		52
Item 4.	Controls and Procedures		53
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		53
Item 1A.	Risk Factors		53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		53
Item 3.	Defaults Upon Senior Securities		53
Item 4.	Mine Safety Disclosures		53
Item 5.	Other Information		53
Item 6.	Exhibits		55

1

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) includes certain statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, other than statements of historical fact or present financial information, that address activities, outcomes and other matters that should or may occur in the future, including, without limitation, statements regarding the financial position, business strategy, production and reserve growth and other plans and objectives for our future operations, are forward-looking statements.  Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance.  We have no obligation and make no undertaking to publicly update or revise any forward-looking statements, except as may be required by law.

Forward-looking statements include the items identified in the preceding paragraph, information concerning possible or assumed future results of operations and other statements in this Quarterly Report identified by words such as “anticipate,” “intend,” “plan,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “forecast,” “model,” “target” or similar words. Statements may be forward-looking even in the absence of these particular words.

You should not place undue reliance on forward-looking statements.  They are subject to known and unknown risks, uncertainties and other factors that may affect our operations, markets, products, services and prices and cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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. In addition to any assumptions and other factors referred to specifically in connection with forward-looking statements, risks, uncertainties and factors that could cause our actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:

•the timing and extent of changes in market conditions and prices for natural gas, oil and natural gas liquids (“NGLs”) (including regional basis differentials) and the impact of reduced demand for our production and products in which our production is a component due to governmental and societal actions taken in response to a pandemic or other world health event;

•our ability to fund our planned capital investments;

•a change in our credit rating or adverse changes in interest rates;

•the extent to which lower commodity prices impact our ability to service or refinance our existing debt;

•the impact of volatility in the financial markets or other global economic factors, including any future development of the LNG market and the impact of a world health event or other disease outbreak;

•geopolitical and business conditions in key regions of the world;

•difficulties in appropriately allocating capital and resources among our strategic opportunities;

•the timing and extent of our success in discovering, developing, producing, replacing and estimating reserves;

•our ability to maintain leases that may expire if production is not established or profitably maintained;

•our ability to meet natural gas delivery commitments and to utilize or monetize our firm transportation commitments;

•our ability to realize the expected benefits from acquisitions, including the Indigo and GEPH Mergers (each as defined below);

•our ability to transport our production to the most favorable markets or at all;

•availability and costs of personnel and of products and services provided by third parties;

•the impact of government regulation, including changes in law, the ability to obtain and maintain permits, any increase in severance or similar taxes, and legislation or regulation relating to hydraulic fracturing or other drilling and completion techniques, climate and over-the-counter derivatives;

•our ability to achieve, reach or otherwise meet initiatives, plans, or ambitions with respect to environmental, social and governance matters;

•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;

•inflation rates;

•the financial impact of accounting regulations and critical accounting policies;

2

•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;

•our hedging strategy and results;

•our ability to obtain debt or equity financing on satisfactory terms; and

•any other factors listed in the reports we have filed and may file with the Securities and Exchange Commission (“SEC”).

Should one or more of the risks or uncertainties described above or elsewhere in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. We specifically disclaim all responsibility to update publicly any information contained in a forward-looking statement or any forward-looking statement in its entirety and therefore disclaim any resulting liability for potentially related damages.

Reserve engineering is a process of estimating underground accumulations of natural gas, oil and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and our development program. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, oil and NGLs that are ultimately recovered.

All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

3

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended September 30,				For the nine months ended September 30,
(in millions, except share/per share amounts)	2023		2022		2023		2022
Operating Revenues:
Gas sales	$	627	$	2,884	$	2,323	$	7,061
Oil sales	94		100		281		349
NGL sales	169		260		523		842
Marketing	553		1,298		1,707		3,371
Other	—		(1)		(4)		(1)
	1,443		4,541		4,830		11,622
Operating Costs and Expenses:
Marketing purchases	545		1,289		1,693		3,366
Operating expenses	444		423		1,280		1,206
General and administrative expenses	46		41		133		120
Merger-related expenses	—		—		—		27
Depreciation, depletion and amortization	338		298		979		861
Taxes, other than income taxes	63		76		189		198
	1,436		2,127		4,274		5,778
Operating Income	7		2,414		556		5,844
Interest Expense:
Interest on debt	61		77		184		218
Other interest charges	3		3		9		10
Interest capitalized	(28)		(30)		(87)		(89)
	36		50		106		139
Gain (Loss) on Derivatives	93		(1,903)		1,811		(6,709)
Loss on Early Extinguishment of Debt	—		—		(19)		(6)
Other Income (Loss), Net	2		—		1		(1)
Income (Loss) Before Income Taxes	66		461		2,243		(1,011)
Provision for Income Taxes:
Current	—		11		—		41
Deferred	21		—		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:
Basic	1,101,231,113		1,110,259,907		1,100,895,642		1,113,705,502
Diluted	1,104,027,634		1,112,522,861		1,102,867,675		1,113,705,502

The accompanying notes are an integral part of these consolidated financial statements.

4

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Net income (loss)	$	45	$	450	$	2,215	$	(1,052)
Change in value of pension and other postretirement liabilities:
Amortization of prior service cost and net gain, including gain on settlements and curtailments included in net periodic pension cost (1)	—		—		1		—
Net actuarial loss incurred in period	—		—		(2)		—
Net tax loss attributable to pension termination	—		—		(14)		—
Total change in value of pension and postretirement liabilities	—		—		(15)		—
Comprehensive income (loss)	$	45	$	450	$	2,200	$	(1,052)

(1)Settlement adjustment was less than $1 million for the three and nine months ended September 30, 2022.

The accompanying notes are an integral part of these consolidated financial statements.

5

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2023		December 31, 2022
ASSETS	(in millions)
Current assets:
Cash and cash equivalents	$	26	$	50
Accounts receivable, net	602		1,401
Derivative assets	336		145
Other current assets	78		68
Total current assets	1,042		1,664
Natural gas and oil properties, using the full cost method, including $2,140 million as of September 30, 2023 and $2,217 million as of December 31, 2022 excluded from amortization	37,349		35,763
Other	555		527
Less: Accumulated depreciation, depletion and amortization	(26,381)		(25,387)
Total property and equipment, net	11,523		10,903
Operating lease assets	163		177
Long-term derivative assets	153		72
Deferred tax assets	—		—
Other long-term assets	92		110
Total long-term assets	408		359
TOTAL ASSETS	$	12,973	$	12,926
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,317	$	1,835
Taxes payable	135		136
Interest payable	26		86
Derivative liabilities	219		1,317
Current operating lease liabilities	44		42
Other current liabilities	17		65
Total current liabilities	1,758		3,481
Long-term debt	4,114		4,392
Long-term operating lease liabilities	116		133
Long-term derivative liabilities	186		378
Other long-term liabilities	262		218
Total long-term liabilities	4,678		5,121
Commitments and contingencies (Note 11)
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, 2022	12		12
Additional paid-in capital	7,185		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 equity	6,537		4,324
TOTAL LIABILITIES AND EQUITY	$	12,973	$	12,926

The accompanying notes are an integral part of these consolidated financial statements.

6

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
(in millions)	2023		2022
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 amortization	979		861
Amortization of debt issuance costs	5		8
Deferred income taxes	28		—
(Gain) loss on derivatives, unsettled	(1,562)		2,524
Stock-based compensation	7		4
Loss on early extinguishment of debt	19		6
Other	3		2
Change in assets and liabilities:
Accounts receivable	799		(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 activities	2,039		2,196
Cash Flows From Investing Activities:
Capital investments	(1,833)		(1,623)
Proceeds from sale of property and equipment	123		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 facility	3,182		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 year	50		28
Cash and cash equivalents at end of period	$	26	$	11

The accompanying notes are an integral part of these consolidated financial statements.

7

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Common Stock in Treasury			Total
	Shares Issued	Amount								Shares	Amount
	(in millions, except share amounts)
Balance at December 31, 2022	1,161,545,588	$	12	$	7,172	$	(2,539)	$	6	61,614,693	$	(327)	$	4,324
Comprehensive income:
Net income	—	—		—		1,939		—		—	—		1,939
Other comprehensive loss	—	—		—		—		(15)		—	—		(15)
Total comprehensive income	—	—		—		—		—		—	—		1,924
Stock-based compensation	—	—		2		—		—		—	—		2
Restricted units vested	1,999,039	—		8		—		—		—	—		8
Tax withholding – stock compensation	(662,163)	—		(4)		—		—		—	—		(4)
Balance at March 31, 2023	1,162,882,464	$	12	$	7,178	$	(600)	$	(9)	61,614,693	$	(327)	$	6,254
Comprehensive income:
Net income	—	—		—		231		—		—	—		231
Other comprehensive income	—	—		—		—		—		—	—		—
Total comprehensive income	—	—		—		—		—		—	—		231
Stock-based compensation	—	—		4		—		—		—	—		4
Issuance of restricted stock	188,382	—		—		—		—		—	—		—
Restricted units vested	9,968	—		—		—		—		—	—		—
Tax withholding – stock compensation	(3,069)	—		—		—		—		—	—		—
Balance at June 30, 2023	1,163,077,745	$	12	$	7,182	$	(369)	$	(9)	61,614,693	$	(327)	$	6,489
Comprehensive income:
Net income	—	—		—		45		—		—	—		45
Other comprehensive income	—	—		—		—		—		—	—		—
Total comprehensive income	—	—		—		—		—		—	—		45
Stock-based compensation	—	—		3		—		—		—	—		3
Balance at September 30, 2023	1,163,077,745	$	12	$	7,185	$	(324)	$	(9)	61,614,693	$	(327)	$	6,537

The accompanying notes are an integral part of these consolidated financial statements.

8

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Common Stock in Treasury			Total
	Shares Issued	Amount								Shares	Amount
	(in millions, except share amounts)
Balance at December 31, 2021	1,158,672,666	$	12	$	7,150	$	(4,388)	$	(25)	44,353,224	$	(202)	$	2,547
Comprehensive loss:
Net loss	—	—		—		(2,675)		—		—	—		(2,675)
Other comprehensive income	—	—		—		—		—		—	—		—
Total comprehensive loss	—	—		—		—		—		—	—		(2,675)
Stock-based compensation	—	—		1		—		—		—	—		1
Performance units vested	2,499,860	—		12		—		—		—	—		12
Tax withholding – stock compensation	(721,070)	—		(4)		—		—		—	—		(4)
Balance at March 31, 2022	1,160,451,456	$	12	$	7,159	$	(7,063)	$	(25)	44,353,224	$	(202)	$	(119)
Comprehensive income:
Net income	—	—		—		1,173		—		—	—		1,173
Other comprehensive income	—	—		—		—		—		—	—		—
Total comprehensive income	—	—		—		—		—		—	—		1,173
Stock-based compensation	—	—		2		—		—		—	—		2
Exercise of stock options	893,312	—		7		—		—		—	—		7
Issuance of restricted stock	115,608	—		—		—		—		—	—		—
Restricted stock units vested	21,981	—		—		—		—		—	—		—
Treasury stock	—	—		—		—		—		2,815,541	(20)		(20)
Issuance of common stock	79	—		—		—		—		—	—		—
Tax withholding – stock compensation	(7,014)	—		—		—		—		—	—		—
Balance at June 30, 2022	1,161,475,422	$	12	$	7,168	$	(5,890)	$	(25)	47,168,765	$	(222)	$	1,043
Comprehensive income:
Net income	—	—		—		450		—		—	—		450
Other comprehensive income	—	—		—		—		—		—	—		—
Total comprehensive income	—	—		—		—		—		—	—		450
Stock-based compensation	—	—		1		—		—		—	—		1
Treasury stock	—	—		—		—		—		10,798,154	(80)		(80)
Balance at September 30, 2022	1,161,475,422	$	12	$	7,169	$	(5,440)	$	(25)	57,966,919	$	(302)	$	1,414

The accompanying notes are an integral part of these consolidated financial statements.

9

SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

Nature of Operations

Southwestern Energy Company (including its subsidiaries, collectively “Southwestern” or the “Company”) is an independent energy company engaged in natural gas, oil and NGLs development, exploration and production (“E&P”). The Company is also focused on creating and capturing additional value through its marketing business (“Marketing”). Southwestern conducts most of its business through subsidiaries and operates principally in two segments: E&P and Marketing.

E&P. Southwestern’s primary business is the development and production of natural gas as well as associated NGLs and oil, with ongoing operations focused on unconventional natural gas and oil reservoirs located in Pennsylvania, West Virginia, Ohio and Louisiana. The Company’s operations in Pennsylvania, West Virginia and Ohio, herein referred to as “Appalachia,” are primarily focused on the Marcellus Shale, the Utica and the Upper Devonian unconventional natural gas and liquids reservoirs. The Company’s operations in Louisiana, herein referred to as “Haynesville,” are primarily focused on the Haynesville and Bossier natural gas reservoirs (“Haynesville and Bossier Shales”). The Company also operates drilling rigs and provides certain oilfield products and services that serve the Company’s E&P operations through vertical integration.

Marketing. Southwestern’s marketing activities capture opportunities that arise through the marketing and transportation of natural gas, oil and NGLs primarily produced in its E&P operations.

Basis of Presentation

The accompanying consolidated financial statements were prepared using accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been appropriately condensed or omitted in this Quarterly Report.

Principles of Consolidation

The consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. It is recommended that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”).

The Company’s significant accounting policies, which have been reviewed and approved by the Audit Committee of the Company’s board of directors (the “Board”), are summarized in Note 1 in the Notes to the Consolidated Financial Statements included in the Company’s 2022 Annual Report.

(2) ACQUISITIONS

GEP Haynesville, LLC Merger

On November 3, 2021, Southwestern entered into an Agreement and Plan of Merger with Mustang Acquisition Company, LLC (“Mustang”), GEP Haynesville, LLC (“GEPH”) and GEPH Unitholder Rep, LLC (the “GEPH Merger Agreement”). Pursuant to the terms of the GEPH Merger Agreement, GEPH merged with and into Mustang, a subsidiary of Southwestern, and became a wholly-owned subsidiary of Southwestern (the “GEPH Merger”). The GEPH Merger closed on December 31, 2021 and expanded the Company’s operations in the Haynesville.

Indigo Natural Resources Merger

On June 1, 2021, Southwestern entered into an Agreement and Plan of Merger with Ikon Acquisition Company, LLC (“Ikon”), Indigo Natural Resources LLC (“Indigo”) and Ibis Unitholder Representative LLC (the “Indigo Merger Agreement”). Pursuant to the terms of the Indigo Merger Agreement, Indigo merged with and into Ikon, a subsidiary of Southwestern, and became a wholly-owned subsidiary of Southwestern (the “Indigo Merger”). On August 27, 2021, Southwestern’s stockholders voted to approve the Indigo Merger and the transaction closed on September 1, 2021. The Indigo Merger established Southwestern’s natural gas operations in the Haynesville and Bossier Shales in Louisiana.

10

Merger-Related Expenses

The Company did not incur merger-related expenses during the three and nine months ended September 30, 2023 or during the three months ended September 30, 2022. The following table summarizes the merger-related expenses incurred during the nine months ended September 30, 2022:

	For the nine months ended September 30, 2022
(in millions)	Indigo Merger		GEPH Merger		Total
Transition services	$	—	$	18	$	18
Professional fees (bank, legal, consulting)	—		1		1
Contract buyouts, terminations and transfers	1		2		3
Due diligence and environmental	1		1		2
Employee-related	—		1		1
Other	—		2		2
Total merger-related expenses	$	2	$	25	$	27

(3) REVENUE RECOGNITION

Revenues from Contracts with Customers

Natural gas and liquids.  Natural gas, oil and NGL sales are recognized when control of the product is transferred to the customer at a designated delivery point. The pricing provisions of the Company’s contracts are primarily tied to a market index with certain adjustments based on factors such as delivery, quality of the product and prevailing supply and demand conditions in the geographic areas in which the Company operates. Under the Company’s sales contracts, the delivery of each unit of natural gas, oil and NGLs represents a separate performance obligation, and revenue is recognized at the point in time when the performance obligations are fulfilled. There is no significant financing component to the Company’s revenues as payment terms are typically within 30 to 60 days of control transfer. Furthermore, consideration from a customer corresponds directly with the value to the customer of the Company’s performance completed to date. As a result, the Company recognizes revenue in the amount for which the Company has a right to invoice and has not disclosed information regarding its remaining performance obligations.

The Company records revenue from its natural gas and liquids production in the amount of its net revenue interest in sales from its properties. Accordingly, natural gas and liquid sales are not recognized for deliveries in excess of the Company’s net revenue interest, while natural gas and liquid sales are recognized for any under-delivered volumes.

Marketing.  The Company, through its marketing affiliate, generally markets natural gas, oil and NGLs for its affiliated E&P companies as well as other joint owners who choose to market with the Company. In addition, the Company markets some products purchased from third parties. Marketing revenues for natural gas, oil and NGL sales are recognized when control of the product is transferred to the customer at a designated delivery point. The pricing provisions of the Company’s contracts are primarily tied to market indices with certain adjustments based on factors such as delivery, quality of the product and prevailing supply and demand conditions. Under the Company’s marketing contracts, the delivery of each unit of natural gas, oil and NGLs represents a separate performance obligation, and revenue is recognized at the point in time when the performance obligations are fulfilled. Customers are invoiced and revenues are recorded each month as natural gas, oil and NGLs are delivered, and payment terms are typically within 30 to 60 days of control transfer. Furthermore, consideration from a customer corresponds directly with the value to the customer of the Company’s performance completed to date.  As a result, the Company recognizes revenue in the amount for which the Company has a right to invoice and has not disclosed information regarding its remaining performance obligations.

11

Disaggregation of Revenues

The Company presents a disaggregation of E&P revenues by product on the consolidated statements of operations net of intersegment revenues. The following table reconciles operating revenues as presented on the consolidated statements of operations to the operating revenues by segment:

(in millions)	E&P		Marketing		Intersegment Revenues		Total
Three months ended September 30, 2023
Gas sales	$	610	$	—	$	17	$	627
Oil sales	93		—		1		94
NGL sales	170		—		(1)		169
Marketing	—		1,379		(826)		553
Total	$	873	$	1,379	$	(809)	$	1,443
(in millions)
Three months ended September 30, 2022
Gas sales	$	2,889	$	—	$	(5)	$	2,884
Oil sales	99		—		1		100
NGL sales	260		—		—		260
Marketing	—		4,436		(3,138)		1,298
Other (1)	(1)		—		—		(1)
Total	$	3,247	$	4,436	$	(3,142)	$	4,541

(in millions)	E&P		Marketing		Intersegment Revenues		Total
Nine months ended September 30, 2023
Gas sales	$	2,281	$	—	$	42	$	2,323
Oil sales	278		—		3		281
NGL sales	524		—		(1)		523
Marketing	—		4,651		(2,944)		1,707
Other (1)	(4)		—		—		(4)
Total	$	3,079	$	4,651	$	(2,900)	$	4,830
(in millions)
Nine months ended September 30, 2022
Gas sales	$	7,064	$	—	$	(3)	$	7,061
Oil sales	345		—		4		349
NGL sales	842		—		—		842
Marketing	—		11,214		(7,843)		3,371
Other (1)	(1)		—		—		(1)
Total	$	8,250	$	11,214	$	(7,842)	$	11,622

(1)For the nine months ended September 30, 2023 and the three and nine months ended September 30, 2022, other E&P revenues consists primarily of losses on purchaser imbalances associated with natural gas and certain NGLs.

Associated E&P revenues are also disaggregated for analysis on a geographic basis by the core areas in which the Company operates, which are Appalachia and Haynesville.

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Appalachia	$	500	$	1,874	$	1,891	$	4,971
Haynesville	373		1,373		1,188		3,279
Total	$	873	$	3,247	$	3,079	$	8,250

12

Receivables from Contracts with Customers

The following table reconciles the Company’s receivables from contracts with customers to consolidated accounts receivable as presented on the consolidated balance sheet:

(in millions)	September 30, 2023		December 31, 2022
Receivables from contracts with customers	$	512	$	1,313
Other accounts receivable	90		88
Total accounts receivable	$	602	$	1,401

Amounts recognized against the Company’s allowance for doubtful accounts related to receivables arising from contracts with customers were not significant for both the nine months ended September 30, 2023 and year ended December 31, 2022. The Company has no contract assets or contract liabilities associated with its revenues from contracts with customers.

(4) CASH AND CASH EQUIVALENTS

The following table presents a summary of cash and cash equivalents as of September 30, 2023 and December 31, 2022:

(in millions)	September 30, 2023		December 31, 2022
Cash	$	2	$	49
Marketable securities (1)	24		1
Total	$	26	$	50

(1)Typically consists of government stable value money market funds.

(5) NATURAL GAS AND OIL PROPERTIES

The Company utilizes the full cost method of accounting for costs related to the development, exploration and acquisition of natural gas and oil properties. Under this method, all such costs (productive and nonproductive), including salaries, benefits and other internal costs directly attributable to these activities, are capitalized on a country-by-country basis and amortized over the estimated lives of the properties using the units-of-production method. These capitalized costs are subject to a ceiling test that limits such pooled costs, net of applicable deferred taxes, to the aggregate of the present value of future net revenues attributable to proved natural gas, oil and NGL reserves discounted at 10% (standardized measure). Any costs in excess of the ceiling are written off as a non-cash expense. The expense may not be reversed in future periods, even though higher natural gas, oil and NGL prices may subsequently increase the ceiling. Companies using the full cost method are required to use the average quoted price from the first day of each month from the previous 12 months, including the impact of derivatives designated for hedge accounting, to calculate the ceiling value of their reserves. The Company had no hedge positions that were designated for hedge accounting as of September 30, 2023. Prices used to calculate the ceiling value of reserves were as follows:

	September 30, 2023		September 30, 2022
Natural gas (per MMBtu)	$	3.42	$	6.13
Oil (per Bbl)	$	78.54	$	91.71
NGLs (per Bbl)	$	22.24	$	37.33

Using the average quoted prices above, adjusted for market differentials, the Company’s net book value of its United States natural gas and oil properties did not exceed the ceiling amount at September 30, 2023. Decreases in market prices as well as changes in production rates, levels of reserves, evaluation of costs excluded from amortization, future development costs and production costs could result in future non-cash ceiling test impairments to the Company’s natural gas and oil properties. Given the fall in commodity prices during 2023, the Company expects some non-cash impairment of its assets will likely occur as early as the fourth quarter of 2023.

In June 2023, the Company sold non-core natural gas and oil properties in Appalachia for approximately $123 million in cash, subject to customary post-closing adjustments. The cash proceeds were used to pay down the Company’s revolving credit facility and were recorded as a reduction to its natural gas and oil properties.

13

(6) EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reportable period. The diluted earnings per share calculation adds to the weighted average number of common shares outstanding: the incremental shares that would have been outstanding assuming the exercise of dilutive stock options, the vesting of unvested restricted shares of common stock, restricted stock units and performance units. An antidilutive impact is an increase in earnings per share or a reduction in net loss per share resulting from the conversion, exercise or contingent issuance of certain securities.

During the three months ended September 30, 2022, the Company repurchased approximately 10.8 million shares of its outstanding common stock pursuant to a previously announced share repurchase program at an average price of $7.41 per share for a total cost of approximately $80 million. During the nine months ended September 30, 2022, the Company repurchased approximately 13.6 million shares at an average price of $7.35 per share for a total cost of approximately $100 million. We did not repurchase any shares during the three or nine months ended September 30, 2023.

The following table presents the computation of earnings per share for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions, except share/per share amounts)	2023		2022		2023		2022
Net income (loss)	$	45	$	450	$	2,215	$	(1,052)
Number of common shares:
Weighted average outstanding	1,101,231,113		1,110,259,907		1,100,895,642		1,113,705,502
Issued upon assumed exercise of outstanding stock options	—		—		—		—
Effect of issuance of non-vested restricted common stock	932,868		796,253		839,031		—
Effect of issuance of non-vested restricted units	1,689,617		1,466,701		1,133,002		—
Effect of issuance of non-vested performance units	174,036		—		—		—
Weighted average and dilutive outstanding	1,104,027,634		1,112,522,861		1,102,867,675		1,113,705,502
Earnings (loss) per common share
Basic	$	0.04	$	0.41	$	2.01	$	(0.94)
Diluted	$	0.04	$	0.40	$	2.01	$	(0.94)

The following table presents the common stock shares equivalent excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2023 and 2022, as they would have had an antidilutive effect:

	For the three months ended September 30,		For the nine months ended September 30,
	2023	2022	2023	2022
Unexercised stock options	820,138	1,961,128	835,362	2,467,127
Unvested restricted common stock	—	—	54,989	810,025
Restricted units	224,726	790,182	652,089	1,503,049
Performance units	—	—	764,916	474,093
Total	1,044,864	2,751,310	2,307,356	5,254,294

14

(7) DERIVATIVES AND RISK MANAGEMENT

The Company is exposed to volatility in market prices and basis differentials for natural gas, oil and NGLs which impacts the predictability of its cash flows related to the sale of those commodities. These risks are managed by the Company’s use of certain derivative financial instruments. As of September 30, 2023 and September 30, 2022, the Company’s derivative financial instruments consisted of fixed price swaps, two-way costless collars, three-way costless collars, basis swaps, options (calls and puts), index swaps and interest rate swaps. A description of the Company’s derivative financial instruments is provided below:

Fixed price swaps	If the Company sells a fixed price swap, the Company receives a fixed price for the contract, and pays a floating market price to the counterparty.  If the Company purchases a fixed price swap, the Company receives a floating market price for the contract and pays a fixed price to the counterparty.
Two-way costless collars	Arrangements that contain a fixed floor price (“purchased put option”) and a fixed ceiling price (“sold call option”) based on an index price which, in aggregate, have no net cost.  At the contract settlement date, (1) if the index price is higher than the ceiling price, the Company pays the counterparty the difference between the index price and ceiling price, (2) if the index price is between the floor and ceiling prices, no payments are due from either party, and (3) if the index price is below the floor price, the Company will receive the difference between the floor price and the index price.
Three-way costless collars	Arrangements that contain a purchased put option, a sold call option and a sold put option based on an index price that, in aggregate, have no net cost.  At the contract settlement date, (1) if the index price is higher than the sold call strike price, the Company pays the counterparty the difference between the index price and sold call strike price, (2) if the index price is between the purchased put strike price and the sold call strike price, no payments are due from either party, (3) if the index price is between the sold put strike price and the purchased put strike price, the Company will receive the difference between the purchased put strike price and the index price, and (4) if the index price is below the sold put strike price, the Company will receive the difference between the purchased put strike price and the sold put strike price.
Basis swaps	Arrangements that guarantee a price differential for natural gas from a specified delivery point.  If the Company sells a basis swap, the Company receives a payment from the counterparty if the price differential is greater than the stated terms of the contract and pays the counterparty if the price differential is less than the stated terms of the contract.  If the Company purchases a basis swap, the Company pays the counterparty if the price differential is greater than the stated terms of the contract and receives a payment from the counterparty if the price differential is less than the stated terms of the contract.
Options (Calls and Puts)	The Company purchases and sells options in exchange for premiums.  If the Company purchases a call option, the Company receives from the counterparty the excess (if any) of the market price over the strike price of the call option at the time of settlement, but if the market price is below the call’s strike price, no payment is due from either party.  If the Company sells a call option, the Company pays the counterparty the excess (if any) of the market price over the strike price of the call option at the time of settlement, but if the market price is below the call’s strike price, no payment is due from either party. If the Company purchases a put option, the Company receives from the counterparty the excess (if any) of the strike price over the market price of the put option at the time of settlement, but if the market price is above the put’s strike price, no payment is due from either party. If the Company sells a put option, the Company pays the counterparty the excess (if any) of the strike price over the market price of the put option at the time of settlement, but if the market price is above the put’s strike price, no payment is due from either party.
Index swaps	Natural gas index swaps are used to manage the Company’s exposure to volatility in daily cash market pricing. When the Company sells an index swap, the Company pays an amount equal to the average of the daily index price for a given month at a specified location and receives a first of month index price based on the same location.

15

Interest rate swaps Interest rate swaps are used to fix or float interest rates on existing or anticipated indebtedness. The purpose of these instruments is to manage the Company’s existing or anticipated exposure to unfavorable interest rate changes.

The Company contracts with counterparties for its derivative instruments that it believes are creditworthy at the time the transactions are entered into, and the Company actively monitors the credit ratings and credit default swap rates of these counterparties where applicable. However, there can be no assurance that a counterparty will be able to meet its obligations to the Company. The Company presents its derivatives position on a gross basis and does not net the asset and liability positions.

The following tables provide information about the Company’s financial instruments that are sensitive to changes in commodity prices and that are used to protect the Company’s exposure. None of the financial instruments below are designated for hedge accounting treatment. The tables present the notional amount, the weighted average contract prices and the fair value by expected maturity dates as of September 30, 2023:

Financial Protection on Production
		Weighted Average Price per MMBtu
	Volume (Bcf)	Swaps		Sold Puts		Purchased Puts		Sold Calls		Basis Differential		Fair Value at September 30, 2023 (in millions)
Natural Gas
2023
Fixed price swaps	179	$	3.28	$	—	$	—	$	—	$	—	$	49
Two-way costless collars	32	—		—		2.88		3.29		—		1
Three-way costless collars	47	—		2.08		2.50		2.91		—		(11)
Total	258											$	39
2024
Fixed price swaps	528	$	3.54	$	—	$	—	$	—	$	—	$	82
Two-way costless collars	44	—		—		3.07		3.53		—		(5)
Three-way costless collars	77	—		2.46		3.19		3.99		—		(5)
Total	649											$	72
2025
Two-way costless collars	73	$	—	$	—	$	3.50	$	5.40	$	—	$	11
Three-way costless collars	106	—		2.50		3.75		5.69		—		16
Total	179											$	27
Basis Swaps
2023	71	$	—	$	—	$	—	$	—	$	(0.57)	$	24
2024	46	—		—		—		—		(0.71)		9
2025	9	—		—		—		—		(0.64)		3
Total	126											$	36

16

	Volume (MBbls)	Weighted Average Strike Price per Bbl								Fair Value at September 30, 2023 (in millions)
		Swaps		Sold Puts		Purchased Puts		Sold Calls
Oil
2023
Fixed price swaps	733	$	67.34	$	—	$	—	$	—	$	(15)
Two-way costless collars	147	—		—		70.00		80.58		(1)
Three-way costless collars	291	—		34.36		46.05		55.96		(10)
Total	1,171									$	(26)
2024
Fixed price swaps	1,571	$	71.06	$	—	$	—	$	—	$	(15)
Two-way costless collars	512	—		—		70.00		85.63		(2)
Total	2,083									$	(17)
2025
Fixed price swaps	41	$	77.66	$	—	$	—	$	—	$	—
Ethane
2023
Fixed price swaps	2,254	$	10.99	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	3,429	$	10.84	$	—	$	—	$	—	$	—
Propane
2023
Fixed price swaps	1,782	$	30.44	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	3,254	$	31.78	$	—	$	—	$	—	$	3
2025
Fixed price swaps	63	$	26.46	$	—	$	—	$	—	$	—
Normal Butane
2023
Fixed price swaps	198	$	40.96	$	—	$	—	$	—	$	1
2024
Fixed price swaps	329	$	40.74	$	—	$	—	$	—	$	1
Natural Gasoline
2023
Fixed price swaps	171	$	63.74	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	329	$	64.37	$	—	$	—	$	—	$	(1)

17

Other Derivative Contracts
	Volume (Bcf)	Weighted Average Strike Price per MMBtu		Fair Value at September 30, 2023 (in millions)
Call Options – Natural Gas (Net)
2023	15	$	2.97	$	(4)
2024	82	6.56		(9)
2025	73	7.00		(14)
2026	73	7.00		(20)
Total	243			$	(47)

At September 30, 2023, the net fair value of the Company’s financial instruments was an $84 million asset, which included net reduction of the asset of $1 million related to non-performance risk. See Note 9 for additional details regarding the Company’s fair value measurements of its derivatives position.

As of September 30, 2023, the Company had no positions designated for hedge accounting treatment. Gains and losses on derivatives that are not designated for hedge accounting treatment, or do not meet hedge accounting requirements, are recorded as a component of gain (loss) on derivatives on the consolidated statements of operations. Accordingly, the gain (loss) on derivatives component of the statement of operations reflects the gains and losses on both settled and unsettled derivatives. Only the settled gains and losses are included in the Company’s realized commodity price calculations.

The balance sheet classification of the assets and liabilities related to derivative financial instruments are summarized below as of September 30, 2023 and December 31, 2022:

Derivative Assets
		Fair Value
(in millions)	Balance Sheet Classification	September 30, 2023		December 31, 2022
Derivatives not designated as hedging instruments:
Fixed price swaps – natural gas	Derivative assets	$	224	$	—
Fixed price swaps – ethane	Derivative assets	2		4
Fixed price swaps – propane	Derivative assets	10		9
Fixed price swaps – normal butane	Derivative assets	2		1
Fixed price swaps – natural gasoline	Derivative assets	—		1
Two-way costless collars – natural gas	Derivative assets	32		47
Two-way costless collars – oil	Derivative assets	1		—
Three-way costless collars – natural gas	Derivative assets	28		18
Three-way costless collars – oil	Derivative assets	—		1
Basis swaps – natural gas	Derivative assets	33		64
Put options – natural gas	Derivative assets	5		—
Fixed price swaps – natural gas	Other long-term assets	25		28
Fixed price swaps – oil	Other long-term assets	—		1
Fixed price swaps – ethane	Other long-term assets	—		1
Fixed price swaps – propane	Other long-term assets	—		1
Two-way costless collars – natural gas	Other long-term assets	43		18
Two-way costless collars – oil	Other long-term assets	1		—
Three-way costless collars – natural gas	Other long-term assets	77		3
Basis swaps – natural gas	Other long-term assets	8		17
Put options – natural gas	Other long-term assets	—		4
Total derivative assets		$	491	$	218

18

Derivative Liabilities
		Fair Value
(in millions)	Balance Sheet Classification	September 30, 2023		December 31, 2022
Derivatives not designated as hedging instruments:
Fixed price swaps – natural gas	Derivative liabilities	$	73	$	581
Fixed price swaps – oil	Derivative liabilities	29		20
Fixed price swaps – ethane	Derivative liabilities	3		1
Fixed price swaps – propane	Derivative liabilities	7		—
Fixed price swaps – natural gasoline	Derivative liabilities	2		1
Two-way costless collars – natural gas	Derivative liabilities	31		235
Two-way costless collars – oil	Derivative liabilities	4		—
Three-way costless collars – natural gas	Derivative liabilities	39		311
Three-way costless collars – oil	Derivative liabilities	10		31
Basis swaps – natural gas	Derivative liabilities	5		69
Call options – natural gas	Derivative liabilities	11		70
Put options – natural gas	Derivative liabilities	5		—
Fixed price swaps – natural gas	Long-term derivative liabilities	45		281
Fixed price swaps – oil	Long-term derivative liabilities	1		4
Fixed price swaps – propane	Long-term derivative liabilities	1		—
Two-way costless collars – natural gas	Long-term derivative liabilities	37		56
Two-way costless collars – oil	Long-term derivative liabilities	1		—
Three-way costless collars – natural gas	Long-term derivative liabilities	66		20
Basis swap – natural gas	Long-term derivative liabilities	—		1
Call options – natural gas	Long-term derivative liabilities	36		18
Total derivative liabilities		$	406	$	1,699

Net Derivative Position
	September 30, 2023		December 31, 2022
(in millions)
Net current derivative asset (liability)	$	118	$	(1,174)
Net long-term derivative asset (liability)	(33)		(307)
Non-performance risk adjustment	(1)		3
Net total derivative asset (liability)	$	84	$	(1,478)

19

The following tables summarize the before-tax effect of the Company’s derivative instruments on the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022:

Unsettled Gain (Loss) on Derivatives Recognized in Earnings
	Consolidated Statement of Operations Classification of Gain (Loss) on Derivatives, Unsettled	For the three months ended September 30,				For the nine months ended September 30,
Derivative Instrument		2023		2022		2023		2022
		(in millions)
Fixed price swaps – natural gas	Gain (Loss) on Derivatives	$	28	$	(140)	$	965	$	(1,654)
Fixed price swaps – oil	Gain (Loss) on Derivatives	(29)		73		(7)		39
Fixed price swaps – ethane	Gain (Loss) on Derivatives	(5)		24		(5)		(3)
Fixed price swaps – propane	Gain (Loss) on Derivatives	(37)		67		(8)		74
Fixed price swaps – normal butane	Gain (Loss) on Derivatives	(6)		24		1		24
Fixed price swaps – natural gasoline	Gain (Loss) on Derivatives	(9)		28		(2)		29
Two-way costless collars – natural gas	Gain (Loss) on Derivatives	3		(99)		233		(432)
Two-way costless collars – oil	Gain (Loss) on Derivatives	(4)		—		(3)		—
Two-way costless collars – ethane	Gain (Loss) on Derivatives	—		—		—		1
Three-way costless collars – natural gas	Gain (Loss) on Derivatives	20		(26)		310		(520)
Three-way costless collars – oil	Gain (Loss) on Derivatives	(1)		38		20		10
Three-way costless collars – propane	Gain (Loss) on Derivatives	—		3		—		4
Basis swaps – natural gas	Gain (Loss) on Derivatives	(43)		4		25		12
Call options – natural gas	Gain (Loss) on Derivatives	14		(8)		41		(114)
Put options – natural gas	Gain (Loss) on Derivatives	—		—		(4)		—
Fixed price swap – natural gas storage	Gain (Loss) on Derivatives	—		—		—		1
Interest rate swaps	Gain (Loss) on Derivatives	—		—		—		(2)
Total gain (loss) on unsettled derivatives		$	(69)	$	(12)	$	1,566	$	(2,531)
Settled Gain (Loss) on Derivatives Recognized in Earnings (1)
	Consolidated Statement of Operations Classification of Gain (Loss) on Derivatives, Settled	For the three months ended September 30,				For the nine months ended September 30,
Derivative Instrument		2023		2022		2023		2022
		(in millions)
Fixed price swaps – natural gas	Gain (Loss) on Derivatives	$	112	$	(1,082)	$	227	$	(2,249)
Fixed price swaps – oil	Gain (Loss) on Derivatives	(11)		(30)		(18)		(104)
Fixed price swaps – ethane	Gain (Loss) on Derivatives	(3)		(15)		3		(42)
Fixed price swaps – propane	Gain (Loss) on Derivatives	9		(21)		21		(96)
Fixed price swaps – normal butane	Gain (Loss) on Derivatives	1		(7)		2		(33)
Fixed price swaps – natural gasoline	Gain (Loss) on Derivatives	—		(9)		1		(45)
Two-way costless collars – natural gas	Gain (Loss) on Derivatives	13		(152)		44		(386)
Two-way costless collars – ethane	Gain (Loss) on Derivatives	—		—		—		(1)
Three-way costless collars – natural gas	Gain (Loss) on Derivatives	1		(491)		(15)		(1,008)
Three-way costless collars – oil	Gain (Loss) on Derivatives	(7)		(12)		(20)		(43)
Three-way costless collars – propane	Gain (Loss) on Derivatives	—		(1)		—		(4)
Basis swaps – natural gas	Gain (Loss) on Derivatives	47		40		11		64
Index swaps – natural gas	Gain (Loss) on Derivatives	—		—		—		(1)
Call options – natural gas	Gain (Loss) on Derivatives	—		(109)		(7)		(235)
Purchased fixed price swaps – natural gas	Gain (Loss) on Derivatives	—		—		—		1
Fixed price swaps – natural gas storage	Gain (Loss) on Derivatives	—		—		—		(3)
Total gain (loss) on settled derivatives		$	162	$	(1,889)	$	249	$	(4,185)
Total gain (loss) on derivatives (2)		$	93	$	(1,903)	$	1,811	$	(6,709)

(1)The Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that settled within the period.

(2)Total gain (loss) on derivatives includes non-performance risk adjustments of $2 million in losses for the three months ended September 30, 2022 and $4 million in losses and $7 million in gains for the nine months ended September 30, 2023 and September 30, 2022, respectively.

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Total Gain (Loss) on Derivatives Recognized in Earnings
	For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022
	(in millions)
Total gain (loss) on unsettled derivatives	$	(69)	$	(12)	$	1,566	$	(2,531)
Total gain (loss) on settled derivatives	162		(1,889)		249		(4,185)
Non-performance risk adjustment	—		(2)		(4)		7
Total gain (loss) on derivatives	$	93	$	(1,903)	$	1,811	$	(6,709)

(8) RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables detail the components of accumulated other comprehensive income (loss) for the nine months ended September 30, 2023:

(in millions)	Pension and Other Postretirement		Foreign Currency		Total
Beginning balance December 31, 2022	$	20	$	(14)	$	6
Other comprehensive income before reclassifications	1		—		1
Amounts reclassified from other comprehensive income (1)	(16)		—		(16)
Net current-period other comprehensive loss	(15)		—		(15)
Ending balance September 30, 2023	$	5	$	(14)	$	(9)

(1)Includes a $2 million actuarial loss and a $14 million net tax loss attributable to the pension plan termination.

(9) FAIR VALUE MEASUREMENTS

The carrying amounts and estimated fair values of the Company’s financial instruments as of September 30, 2023 and December 31, 2022 were as follows:

	September 30, 2023				December 31, 2022
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	26	$	26	$	50	$	50
2022 revolving credit facility due April 2027	388		388		250		250
Senior notes (1)	3,743		3,424		4,164		3,847
Derivative instruments, net	84		84		(1,478)		(1,478)

(1)Excludes unamortized debt issuance costs and debt discounts.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

Level 1 valuations - Consist of unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority.

Level 2 valuations - Consist of quoted market information for the calculation of fair market value.

Level 3 valuations - Consist of internal estimates and have the lowest priority.

The carrying values of cash and cash equivalents, including marketable securities, accounts receivable, other current assets, accounts payable and other current liabilities on the consolidated balance sheets approximate fair value because of their short-term nature. For debt and derivative instruments, the following methods and assumptions were used to estimate fair value:

Debt: The fair values of the Company’s senior notes are based on the market value of the Company’s publicly traded debt as determined based on the market prices of the Company’s senior notes. The fair values of the Company’s senior notes are considered to be a Level 1 measurement as these are actively traded in the market. The carrying value of the borrowings under the Company’s 2022 credit facility (as defined in Note 10 below), to the extent utilized, approximates fair value because the interest rates are variable and reflective of market rates. The Company considers the fair value of its 2022 credit facility to be a Level 1 measurement on the fair value hierarchy.

Derivative Instruments: The Company measures the fair value of its derivative instruments based upon a pricing model that utilizes market-based inputs, including, but not limited to, the contractual price of the underlying position, current market

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prices, natural gas and liquids forward curves, discount rates for a similar duration of each outstanding position, volatility factors and non-performance risk. Non-performance risk considers the effect of the Company’s credit standing on the fair value of derivative liabilities and the effect of counterparty credit standing on the fair value of derivative assets. Both inputs to the model are based on published credit default swap rates and the duration of each outstanding derivative position. The Company’s net derivative position was a net asset as of September 30, 2023 and a net liability as of December 31, 2022. As of September 30, 2023 and December 31, 2022, the impact of the non-performance risk on the fair value of the Company’s net derivative position resulted in a reduction to the net asset of $1 million and a reduction to the net liability of $3 million, respectively.

The Company has classified its derivative instruments into levels depending upon the data utilized to determine their fair values. The Company’s fixed price swaps (Level 2) are estimated using third-party discounted cash flow calculations using the New York Mercantile Exchange (“NYMEX”) futures index for natural gas and oil derivatives and Oil Price Information Service (“OPIS”) for ethane and propane derivatives. The Company utilizes discounted cash flow models for valuing its interest rate derivatives (Level 2). The net derivative values attributable to the Company’s interest rate derivative contracts as of September 30, 2023 and December 31, 2022 are based on (i) the contracted notional amounts, (ii) active market-quoted yield curves and (iii) the applicable credit-adjusted risk-free rate yield curve. The Company had no interest rate swaps as of September 30, 2023 or December 31, 2022.

The Company’s call and put options, two-way costless collars and three-way costless collars (Level 2) are valued using the Black-Scholes model, an industry standard option valuation model that takes into account inputs such as contract terms, including maturity, and market parameters, including assumptions of the NYMEX and OPIS futures index, interest rates, volatility and credit worthiness.  Inputs to the Black-Scholes model, including the volatility input, are obtained from a third-party pricing source, with independent verification of the most significant inputs on a monthly basis.  An increase (decrease) in volatility would result in an increase (decrease) in fair value measurement, respectively.

The Company’s basis swaps (Level 2) are estimated using third-party calculations based upon forward commodity price curves.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	September 30, 2023
	Fair Value Measurements Using:
(in millions)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets (Liabilities) at Fair Value
Assets
Fixed price swaps	$	—	$	263	$	—	$	263
Two-way costless collars	—		77		—		77
Three-way costless collars	—		105		—		105
Basis swaps	—		41		—		41
Put options	—		5		—		5
Liabilities
Fixed price swaps	—		(161)		—		(161)
Two-way costless collars	—		(73)		—		(73)
Three-way costless collars	—		(115)		—		(115)
Basis swaps	—		(5)		—		(5)
Call options	—		(47)		—		(47)
Put options	—		(5)		—		(5)
Total (1)	$	—	$	85	$	—	$	85

(1)Excludes a net reduction to the asset fair value of $1 million related to estimated non-performance risk.

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	December 31, 2022
	Fair Value Measurements Using:
(in millions)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets (Liabilities) at Fair Value
Assets
Fixed price swaps	$	—	$	46	$	—	$	46
Two-way costless collars	—		65		—		65
Three-way costless collars	—		22		—		22
Basis swaps	—		81		—		81
Purchase Put - Natural Gas	—		4		—		4
Liabilities
Fixed price swaps	—		(888)		—		(888)
Two-way costless collars	—		(291)		—		(291)
Three-way costless collars	—		(362)		—		(362)
Basis swaps	—		(70)		—		(70)
Call options	—		(88)		—		(88)
Total (1)	$	—	$	(1,481)	$	—	$	(1,481)

(1)Excludes a net reduction to the liability fair value of $3 million related to estimated non-performance risk.

See Note 13 for a discussion of the fair value measurement of the Company’s pension plan assets.

(10) DEBT

The components of debt as of September 30, 2023 and December 31, 2022 consisted of the following:

	September 30, 2023
(in millions)	Debt Instrument		Unamortized Issuance Expense			Unamortized Debt Premium/Discount		Total
Variable rate (7.16% at September 30, 2023) 2022 revolving credit facility, due April 2027	$	388	$	—	(1)	$	—	$	388
4.95% Senior Notes due January 2025 (2)	389		(1)			—		388
8.375% Senior Notes due September 2028	304		(3)			—		301
5.375% Senior Notes due February 2029	700		(5)			19		714
5.375% Senior Notes due March 2030	1,200		(13)			—		1,187
4.75% Senior Notes due February 2032	1,150		(14)			—		1,136
Total debt	$	4,131	$	(36)		$	19	$	4,114
	December 31, 2022
(in millions)	Debt Instrument		Unamortized Issuance Expense			Unamortized Debt Premium/Discount		Total
Variable rate (6.15% at December 31, 2022) 2022 revolving credit facility, due April 2027	$	250	$	—	(1)	$	—	$	250
4.95% Senior Notes due January 2025 (2)	389		(1)			—		388
7.75% Senior Notes due October 2027	421		(3)			—		418
8.375% Senior Notes due September 2028	304		(3)			—		301
5.375% Senior Notes due February 2029	700		(5)			22		717
5.375% Senior Notes due March 2030	1,200		(16)			—		1,184
4.75% Senior Notes due February 2032	1,150		(16)			—		1,134
Total debt	$	4,414	$	(44)		$	22	$	4,392

(1)At September 30, 2023 and December 31, 2022, unamortized issuance expense of $16 million and $19 million, respectively, associated with the 2022 credit facility (as defined below) was classified as other long-term assets on the consolidated balance sheets.

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(2)Effective in July 2018, the interest rate was 6.20% for the 2025 Notes, reflecting a net downgrade in the Company’s bond ratings since the initial offering. On April 7, 2020, S&P downgraded the Company’s bond rating to BB-, which had the effect of increasing the interest rate on the 2025 Notes to 6.45% following the July 23, 2020 interest payment date. The first coupon payment to the bondholders at the higher interest rate was paid in January 2021. On September 1, 2021, S&P upgraded the Company’s bond rating to BB, and on January 6, 2022, S&P further upgraded the Company’s bond rating to BB+, which decreased the interest rate on the 2025 Notes to 5.95% beginning with coupon payments paid after January 2022. On May 31, 2022, Moody’s upgraded the Company’s bond rating to Ba1, which decreased the interest rate on the 2025 Notes from 5.95% to 5.70% for coupon payments paid after July 2022.

The following is a summary of scheduled debt maturities by year as of September 30, 2023:

(in millions)
2023	$	—
2024	—
2025	389
2026	—
2027	388
Thereafter	3,354
	$	4,131

Credit Facilities

2022 Credit Facility

On April 8, 2022, the Company entered into an Amended and Restated Credit Agreement that replaces its previous credit facility with a group of banks, that as amended, has a maturity date of April 2027 (the “2022 credit facility”). As of September 30, 2023, the 2022 credit facility has an aggregate maximum revolving credit amount and borrowing base of $3.5 billion and elected five-year revolving commitments of $2.0 billion (the “Five-Year Tranche”). The borrowing base is subject to redetermination at least twice a year, which typically occurs in April and October, and is secured by substantially all of the assets owned by the Company and its subsidiaries. On October 4, 2023, the Company’s borrowing base was reaffirmed at $3.5 billion and the Five-Year Tranche was reaffirmed at $2.0 billion and has a maturity date of April 8, 2027.

Effective August 4, 2022, the Company elected to temporarily increase commitments under the 2022 credit facility by $500 million (the “Short-Term Tranche”) as a temporary working capital liquidity resource. The Company had no borrowings under the Short-Term Tranche which expired on April 30, 2023 and was not renewed.

The Company may utilize the 2022 credit facility in the form of loans and letters of credit. Loans under the Five-Year Tranche of the 2022 credit facility are subject to varying rates of interest based on whether the loan is a Secured Overnight Financing Rate (“SOFR”) loan or an alternate base rate loan. Term SOFR loans bear interest at term SOFR plus an applicable rate ranging from 1.75% to 2.75% based on the Company’s utilization of the Five-Year Tranche of the 2022 credit facility, plus a 0.10% credit spread adjustment. Base rate loans bear interest at a base rate per year equal to the greatest of: (i) the prime rate; (ii) the federal funds effective rate plus 0.50%; and (iii) the adjusted term SOFR rate for a one-month interest period plus 1.00%, plus an applicable margin ranging from 0.75% to 1.75%, depending on the percentage of the commitments utilized. Commitment fees on unused commitment amounts under the Five-Year Tranche of the 2022 credit facility range between 0.375% to 0.50%, depending on the percentage of the commitments utilized.

The 2022 credit facility contains customary representations and warranties and covenants including, among others, the following:

•A prohibition against incurring debt, subject to permitted exceptions;

•A restriction on creating liens on assets, subject to permitted exceptions;

•Restrictions on mergers and asset dispositions;

•Restrictions on use of proceeds, investments, declaring dividends, repurchasing junior debt, transactions with affiliates, or change of principal business; and

•Maintenance of the following financial covenants, commencing with the fiscal quarter ended March 31, 2022:

1.Minimum current ratio of not less than 1.00 to 1.00, whereby current ratio is defined as the Company’s consolidated current assets (including unused commitments under the credit agreement, but excluding non-cash

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derivative assets) to consolidated current liabilities (excluding non-cash derivative obligations and current maturities of long-term debt).

2.Maximum total net leverage ratio of not greater than, with respect to the prior four fiscal quarters ending on or after March 31, 2022, 4.00 to 1.00.  Total net leverage ratio is defined as total debt less cash on hand (up to the lesser of 10% of credit limit or $150 million) divided by consolidated EBITDAX for the last four consecutive quarters.  EBITDAX, as defined in the credit agreement governing the Company’s 2022 credit facility, excludes the effects of interest expense, depreciation, depletion and amortization, income tax, any non-cash impacts from impairments, certain non-cash hedging activities, stock-based compensation expense, non-cash gains or losses on asset sales, unamortized issuance cost, unamortized debt discount and certain restructuring costs. 

The 2022 credit facility contains customary events of default that include, among other things, the failure to comply with the financial covenants described above, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments and cross-defaults to material indebtedness. If an event of default occurs and is continuing, all amounts outstanding under the 2022 credit facility may become immediately due and payable. As of September 30, 2023, the Company was in compliance with all of the covenants of the credit agreement in all material respects.

Currently, each United States domestic subsidiary of the Company for which the Company owns 100% of its equity guarantees the 2022 credit facility. Pursuant to requirements under the indentures governing its senior notes, each subsidiary that becomes a guarantor of the 2022 credit facility also must become a guarantor of each of the Company’s senior notes.

Certain features of the facility depend on whether Southwestern has obtained any of the following ratings:

•An unsecured long-term debt credit rating (an “Index Debt Rating”) of BBB- or higher with S&P;

•An Index Debt Rating of Baa3 or higher with Moody’s; or

•An Index Debt Rating of BBB- or higher with Fitch (each of the foregoing an “Investment Grade Rating”).

Upon receiving one Investment Grade Rating from either S&P or Moody’s and delivering a certification to the administrative agent (the period beginning at such time, an “Interim Investment Grade Period”), amongst other changes, the following occurs:

•The Guarantors may be released from their guarantees;

•The collateral under the facility will be released;

•The facility will no longer be subject to a borrowing base; and

•Certain title and collateral-related covenants will no longer be applicable.

During the Interim Investment Grade Period, the Company will be required to maintain compliance with the existing financial covenants as well as a PV-9 coverage ratio of the net present value, discounted at 9% per annum, of the estimated future net revenues expected in the proved reserves to the Company’s total indebtedness as of such date of not less than 1.50 to 1.00 (“PV-9 Coverage Ratio”). In addition, during an Interim Investment Grade Period or Investment Grade Period (as defined below), term SOFR loans will bear interest at term SOFR plus an applicable rate ranging from 1.25% to 1.875%, depending on the Company’s Index Debt Rating (as defined in the 2022 credit facility), plus an additional 0.10% credit spread adjustment. Base rate loans will bear interest at the base rate described above plus an applicable rate ranging from 0.25% to 0.875%, depending on the Company’s Index Debt Rating. During an Interim Investment Grade Period or Investment Grade Period (defined below), the commitment fee on unused commitment amounts under the facility will range from 0.15% to 0.275%, depending on the Company’s Index Debt Rating.

The Interim Investment Grade Period will end, and the facility will revert to its characteristics prior to the Interim Investment Grade Period, including being guaranteed by the Guarantors, being secured by collateral and being subject to a borrowing base, having applicable margins and commitment fee determined based on percentage of commitments utilized, as well as limited to compliance with the leverage ratio and current ratio financial covenants but not the PV-9 Coverage Ratio if both of the following are achieved during the Interim Investment Grade Period:

•An Index Debt Rating from Moody’s that is Ba2 or lower; and

•An Index Debt Rating from S&P that is BB or lower.

Upon receiving two Investment Grade Ratings from S&P, Moody’s, or Fitch (such period following, an “Investment Grade Period”), certain restrictive covenants fall away or become more permissive. Upon Investment Grade Period, the leverage ratio and current ratio financial covenants and PV-9 Coverage Ratio will no longer be effective, and the Company will be required to

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maintain compliance with a total indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity, not to exceed 65%.

As of September 30, 2023, the Company had no outstanding letters of credit and $388 million in borrowings outstanding under the 2022 credit facility. The Company currently does not anticipate being required to supply a materially greater amount of letters of credit under its existing contracts.

Senior Notes

In January 2015, the Company completed a public offering of $1.0 billion aggregate principal amount of its 4.95% Senior Notes due 2025 (the “2025 Notes”). The interest rate on the 2025 Notes is determined based upon the public bond ratings from Moody’s and S&P. Downgrades on the 2025 Notes from either rating agency increase interest costs by 25 basis points per downgrade level and upgrades decrease interest costs by 25 basis points per upgrade level, up to the stated coupon rate, on the following semi-annual bond interest payment. Effective in July 2018, the interest rate for the 2025 Notes was 6.20%, reflecting a net downgrade in the Company’s bond ratings since their issuance. On April 7, 2020, S&P downgraded the Company’s bond rating to BB-, which had the effect of increasing the interest rate on the 2025 Notes to 6.45% following the July 23, 2020 interest payment due date. The first coupon payment to the 2025 Notes bondholders at the higher interest rate was paid in January 2021. On September 1, 2021, S&P upgraded the Company’s bond rating to BB, and on January 6, 2022, S&P further upgraded the Company’s bond rating to BB+, which decreased the interest rate on the 2025 Notes to 5.95% beginning with coupon payments paid after January 2022. On May 31, 2022, Moody’s upgraded the Company’s bond rating to Ba1, which decreased the interest rate on the 2025 Notes from 5.95% to 5.70% for coupon payments paid after July 2022.

During the nine months ended September 30, 2022, the Company redeemed the remaining outstanding principal balance of $201 million of its 4.10% Senior Notes due 2022, $46 million of its 8.375% Senior Notes due 2028 and $19 million of its 7.75% Senior Notes due 2027 for a total of $272 million, and recognized a $6 million loss on debt extinguishment.

On February 26, 2023, the Company redeemed all of its outstanding 7.75% Senior Notes due 2027 (the “2027 Notes”) at a redemption price equal to 103.875% of the outstanding principal amount plus accrued interest of $13 million for a total payment of $450 million. The Company recognized a $19 million loss on the extinguishment of debt, which included the write-off of $3 million in related unamortized debt discounts and debt issuance costs. The Company funded the redemption of the 2027 Notes using approximately $316 million of cash on hand and approximately $134 million of borrowings under the 2022 credit facility.

(11) COMMITMENTS AND CONTINGENCIES

Operating Commitments and Contingencies

As of September 30, 2023, the Company’s contractual obligations for demand and similar charges under firm transportation and gathering agreements to guarantee access capacity on natural gas and liquids pipelines and gathering systems totaled approximately $9.7 billion, $1.2 billion of which related to access capacity on future pipeline and gathering infrastructure projects that still require the granting of regulatory approvals and additional construction efforts. As of September 30, 2023, the Company also had guarantee obligations of up to $825 million of that total amount. As of September 30, 2023, future payments under non-cancelable firm transportation and gathering agreements were as follows:

	Payments Due by Period
(in millions)	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		5 to 8 Years		More than 8 Years
Infrastructure currently in service	$	8,454	$	955	$	1,979	$	1,768	$	1,796	$	1,956
Pending regulatory approval and/or construction (1)	1,239		46		187		217		322		467
Total transportation charges	$	9,693	$	1,001	$	2,166	$	1,985	$	2,118	$	2,423

            

(1)Based on estimated in-service dates as of September 30, 2023.

Environmental Risk

The Company is subject to laws and regulations relating to the protection of the environment. Environmental and cleanup related costs of a non-capital nature are accrued when it is both probable that a liability has been incurred and when the amount can be reasonably estimated. Management believes any future remediation or other compliance related costs will not have a material effect on the financial position, results of operations or cash flows of the Company.

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Litigation

The Company is subject to various litigation, claims and proceedings, most of which have arisen in the ordinary course of business, such as for alleged breaches of contract, miscalculation of royalties, employment matters, traffic accidents, pollution, contamination, encroachment on others’ property or nuisance. The Company accrues for litigation, claims and proceedings when a liability is both probable and the amount can be reasonably estimated. As of September 30, 2023, the Company does not currently have any material amounts accrued related to litigation matters, including the case discussed below. For any matters not accrued for, it is not possible at this time to estimate the amount of any additional loss, or range of loss, that is reasonably possible, but, based on the nature of the claims, management believes that current litigation, claims and proceedings, individually or in aggregate and after taking into account insurance, are not likely to have a material adverse impact on the Company’s financial position, results of operations or cash flows, for the period in which the effect of that outcome becomes reasonably estimable. Many of these matters are in early stages, so the allegations and the damage theories have not been fully developed, and are all subject to inherent uncertainties; therefore, management’s view may change in the future.

Bryant Litigation

As discussed in Note 2, on September 1, 2021, the Company completed its merger with Indigo, resulting in the assumption of Indigo’s existing litigation.

On June 12, 2018, a collection of 51 individuals and entities filed a lawsuit against fifteen oil and gas company defendants, including Indigo, in Louisiana state court claiming damages arising out of current and historical development and production activity on certain acreage located in DeSoto Parish, Louisiana. The plaintiffs, who claim to own the properties at issue, assert that Indigo’s actions and the actions of other current operators conducting development and production activity, combined with the improper plugging and abandoning of legacy wells by former operators, have caused environmental contamination to their properties. Among other things, the plaintiffs contend that the defendants’ conduct resulted in the migration of natural gas, along with oilfield contaminants, into the Carrizo-Wilcox aquifer system underlying certain portions of DeSoto Parish. The plaintiffs assert claims based in tort, breach of contract and for violations of the Louisiana Civil and Mineral Codes, and they seek injunctive relief and monetary damages in an unspecified amount, including punitive damages.

On September 13, 2018, Indigo filed a variety of exceptions in response to the plaintiffs’ petition in this matter. Since the initial filing, supplemental petitions have been filed joining additional individuals and entities as plaintiffs in the matter. On September 29, 2020, plaintiffs filed their fourth supplemental and amending petition in response to the court’s order ruling that plaintiffs’ claims were improperly vague and failed to identify with reasonable specificity the defendants’ allegedly wrongful conduct. Indigo and the majority of the other defendants filed several exceptions to plaintiffs’ fourth amended petition challenging the sufficiency of plaintiffs’ allegations and seeking dismissal of certain claims. On February 18, 2021, plaintiffs filed a fifth supplemental and amending petition, which seeks to augment the claims of select plaintiffs. On October 11, 2021, a sixth supplemental petition was filed which seeks to add the Company as a party to the litigation which the Company has opposed. Plaintiffs later filed seventh and eighth supplemental petitions naming additional defendants. Fact discovery for the case is ongoing.

The presence of natural gas in a localized area of the Carrizo-Wilcox aquifer system in DeSoto Parish is currently the subject of a regulatory investigation by the Louisiana Office of Conservation (“Conservation”), and the Company is cooperating and coordinating with Conservation in that investigation. The Conservation matter number is EMER18-003.

The Company does not currently expect this matter to have a material impact on its financial position, results of operations, cash flows or liquidity.

Indemnifications

The Company has provided certain indemnifications to various third parties, including in relation to asset and entity dispositions, securities offerings and other financings. In the case of asset dispositions, these indemnifications typically relate to disputes, litigation or tax matters existing at the date of disposition. The Company likewise obtains indemnification for future matters when it sells assets, although there is no assurance the buyer will be capable of performing those obligations.  In the case of equity offerings, these indemnifications typically relate to claims asserted against underwriters in connection with an offering. No material liabilities have been recognized in connection with these indemnifications.

(12) INCOME TAXES

The Company’s effective tax rate was approximately 33% and 1% for the three and nine months ended September 30, 2023, respectively, primarily as a result of the release of valuation allowances against the Company’s U.S. deferred tax assets throughout 2023. A valuation allowance for deferred tax assets, including net operating losses (“NOLs”), is recognized when it is more likely than not that some or all of the benefit from the deferred tax assets will not be realized. To assess that likelihood,

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the Company uses estimates and judgment regarding future taxable income and considers the tax consequences in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include current financial position, results of operations, both actual and forecasted, the reversal of deferred tax liabilities and tax planning strategies as well as the current and forecasted business economics of the oil and gas industry.

For the year ended December 31, 2022, the Company maintained a full valuation allowance against its deferred tax assets based on its conclusion, considering all available evidence (both positive and negative), that it was more likely than not that the deferred tax assets would not be realized. A significant item of objective negative evidence considered was the cumulative pre-tax loss incurred over the three-year period ended December 31, 2022, primarily due to impairments of proved oil and gas properties recognized in 2020. As of the first quarter of 2023, the Company sustained a three-year cumulative level of profitability. Based on this factor and other positive evidence such as forecasted income, the Company concluded that $523 million of its federal and state deferred tax assets were more likely than not to be realized and plan to release this portion of the valuation allowance in 2023. Accordingly, during the nine months ended September 30, 2023, the Company recognized $520 million of deferred income tax expense related to recording its tax provision which was partially offset by $492 million of tax benefit attributable to the release of the valuation allowance. The remaining valuation allowance will be released during the fourth quarter of 2023. The Company expects to keep a valuation allowance of $66 million related to NOLs in jurisdictions in which it no longer operates and against the portion of its federal and state deferred tax assets such as capital losses and interest carryovers, which may expire before being fully utilized due to the application of the limitations under Section 382 and the ordering in which such attributes may be applied.

Due to the issuance of common stock associated with the Indigo Merger, the Company incurred a cumulative ownership change and as such, the Company’s NOLs prior to the acquisition are subject to an annual limitation under Internal Revenue Code Section 382 of approximately $48 million. The ownership changes and resulting annual limitation will result in the expiration of NOLs or other tax attributes otherwise available. At September 30, 2023, the Company had approximately $4 billion of federal NOL carryovers, of which approximately $3 billion expire between 2035 and 2037 and $1 billion have an indefinite carryforward life. The Company currently estimates that approximately $2 billion of these federal NOLs will expire before they are able to be used and accordingly, no value has been ascribed to these NOLs on the Company’s balance sheet. If a subsequent ownership change were to occur as a result of future transactions in the Company’s common stock, the Company’s use of remaining U.S. tax attributes may be further limited.

The Inflation Reduction Act of 2022 (the “IRA”) was enacted on August 16, 2022 and may impact how the U.S. taxes certain large corporations. The IRA imposes a 15% alternative minimum tax on the “adjusted financial statement income” of certain large corporations (generally, corporations reporting at least $1 billion average adjusted pre-tax net income on their consolidated financial statements) for tax years beginning after December 31, 2022. The Company does not expect to be impacted by this alternative minimum tax during 2023. The Company will continue to monitor updates to the IRA and the impact it will have on the Company’s consolidated financial statements.

(13) PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

Prior to January 1, 2021, substantially all of the Company’s employees were covered by the defined benefit pension plan, a cash balance plan that provided benefits based upon a fixed percentage of an employee’s annual compensation (the “Plan”). As part of an ongoing effort to reduce costs, the Company elected to freeze the Plan effective January 1, 2021. Employees that were participants in the Plan prior to January 1, 2021 continued to receive the interest component of the Plan but no longer received the service component. On September 13, 2021, the Compensation Committee of the Board approved terminating the Plan, effective December 31, 2021. This decision, among other benefits, will provide Plan participants quicker access to, and greater flexibility in, the management of participants’ respective benefits due under the Plan.

The Company commenced the Plan termination process, and, on April 6, 2022, the Internal Revenue Service issued a favorable determination letter, concurring that the Plan met all of the qualification requirements under the Internal Revenue Code. In December 2022, the Company distributed approximately $38 million of the Plan’s assets to participants in the form of lump sum payments in connection with a limited distribution window provided to all active and former employee participants as part of the Plan termination process.

In March 2023, the Company entered into a group annuity contract with a qualified insurance company relating to the Plan. Under the group annuity contract, the Company purchased an irrevocable nonparticipating single premium group annuity contract from the insurer and transferred to the insurer the future benefit obligations and annuity administration for remaining retirees and beneficiaries under the Plan.

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Upon issuance of the group annuity contract, the pension benefit obligations and annuity administration for the remaining participants was irrevocably transferred from the Plan to the insurer. By transferring these obligations through the payment to the insurer in March 2023, the Company has no remaining obligations under the Plan or any other U.S. tax-qualified defined benefit pension plan. The purchase of the group annuity contract was funded directly by the assets of the Plan. The Company recognized a pre-tax non-cash pension settlement charge of approximately $2 million during the nine months ended September 30, 2023 as a result of the settlement of the Plan.

The Company transferred the remaining residual Plan assets balance of approximately $14 million to a qualified replacement plan in September 2023 and expects to close the Plan during the fourth quarter of 2023.

The postretirement benefit plan provides contributory health care and life insurance benefits. Employees become eligible for these benefits if they meet age and service requirements. Generally, the benefits paid are a stated percentage of medical expenses reduced by deductibles and other coverages.

Substantially all of the Company’s employees continue to be covered by the postretirement benefit plans. The Company accounts for its defined benefit pension and other postretirement plans by recognizing the funded status of each defined pension benefit plan and other postretirement benefit plan on the Company’s balance sheet. In the event a plan is overfunded, the Company recognizes an asset. Conversely, if a plan is underfunded, the Company recognizes a liability.

Net periodic pension costs include the following components for the three and nine months ended September 30, 2023 and 2022:

	Consolidated Statements of Operations Classification of Net Periodic Benefit Cost	For the three months ended September 30,				For the nine months ended September 30,
(in millions)		2023		2022		2023		2022
Service cost	General and administrative expenses	$	—	$	—	$	—	$	—
Interest cost	Other Income (Loss), Net	—		1		—		3
Expected return on plan assets	Other Income (Loss), Net	—		—		—		—
Amortization of prior service cost	Other Income (Loss), Net	—		—		(1)		(1)
Settlement loss	Other Income (Loss), Net	—		—		2		—
Net periodic benefit cost		$	—	$	1	$	1	$	2

The Company’s other postretirement benefit plan had a net periodic benefit cost of less than $1 million for both the three months ended September 30, 2023 and September 30, 2022, and approximately $1 million for both the nine months ended September 30, 2023 and September 30, 2022.

The Company did not make any contributions to the Plan during 2023 and recognized no residual pension assets related to its pension benefits as of September 30, 2023 as the assets were transferred to a qualified replacement plan. The Company recognized a pension asset of approximately $15 million related to its pension benefits as of December 31, 2022. The Company recognized liabilities of approximately $10 million and $9 million related to its other postretirement benefits as of September 30, 2023 and December 31, 2022, respectively.

The Company maintains a non-qualified deferred compensation supplemental retirement savings plan (“Non-Qualified Plan”) for certain key employees who may elect to defer and contribute a portion of their compensation, as permitted by the Non-Qualified Plan. Shares of the Company’s common stock purchased under the terms of the Non-Qualified Plan are included in treasury stock and totaled 1,455 shares at September 30, 2023 and 1,743 shares at December 31, 2022.

(14) LONG-TERM INCENTIVE COMPENSATION

The Company’s long-term incentive compensation plans consist of a combination of stock-based awards that derive their value directly or indirectly from the Company’s common stock price, and cash-based awards that are fixed in amount but subject to meeting annual performance thresholds.

Stock-Based Compensation

The Company’s stock-based compensation is classified as either equity awards or liability awards in accordance with GAAP. The fair value of an equity-classified award is determined at the grant date and is amortized to general and administrative expense on a straight-line basis over the vesting period of the award. A portion of this general and administrative expense is capitalized into natural gas and oil properties, included in property and equipment. The fair value of a liability-classified award is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are recorded to general and administrative expense and capitalized expense over the vesting period of

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the award. Generally, stock options granted to employees and directors vest ratably over three years from the grant date and expire 10 years from the date of grant. However, the Company has not granted stock options since 2017. The Company issues shares of restricted stock and restricted stock units to employees and directors which generally vest over three years.

Restricted stock, restricted stock units and stock options granted under the Southwestern Energy Company 2022 Incentive Plan (the “2022 Plan”) immediately vest upon death, disability or retirement (subject to a minimum of three years of service). To the extent no provision is made in connection with a “change in control” (as defined in the 2022 Plan) for the assumption of awards previously granted under the 2022 Plan or there is no substitution of such awards for new awards, then (i) outstanding time-based awards will become fully vested, and (ii) each outstanding performance-based award will vest with respect to the number of shares of common stock underlying such award or the amount of cash underlying the award eligible to vest based on performance during the performance period that includes the date of the change in control, prorated for the number of days which have elapsed during the performance period prior to the change in control. To the extent an award is assumed or substituted in connection with the change in control, if a participant is terminated by the Company without “cause” or the participant resigns for “good reason” (each as defined in the 2022 Plan) within 12 months following a change in control, then (i) each time-based award will become fully vested, and (ii) each outstanding performance-based award will vest based on performance during the performance period that includes the date of the change in control, prorated for the number of days which have elapsed during the performance period prior to such termination.

The Company issues performance unit awards to employees which historically have vested at or over three years. The performance units granted in 2021, 2022 and 2023 cliff-vest at the end of three years.

The Company recognized the following amounts in total related to long-term incentive compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Long-term incentive compensation – expensed	$	7	$	6	$	18	$	24
Long-term incentive compensation – capitalized	$	4	$	4	$	11	$	15

Equity-Classified Awards

The Company recognized the following amounts in employee equity-classified stock-based compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Equity-classified awards – expensed	$	2	$	1	$	7	$	4
Equity-classified awards – capitalized	$	1	$	—	$	2	$	—

Equity-Classified Stock Options

The following table summarizes equity-classified stock option activity for the nine months ended September 30, 2023 and provides information for options outstanding and options exercisable as of September 30, 2023:

	Number of Options	Weighted Average Exercise Price
	(in thousands)
Outstanding at December 31, 2022	997	$	8.59
Granted	—	$	—
Exercised	—	$	—
Forfeited or expired	(177)	$	8.60
Outstanding at September 30, 2023	820	$	8.59
Exercisable at September 30, 2023	820	$	8.59

Equity-Classified Restricted Stock

As of September 30, 2023, there was less than $1 million of total unrecognized compensation cost related to the Company’s unvested equity-classified restricted stock grants. This cost is expected to be recognized over a weighted-average period of 0.6 years. The following table summarizes equity-classified restricted stock activity for the nine months ended September 30, 2023 and provides information for unvested shares as of September 30, 2023:

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	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested shares at December 31, 2022	211	$	5.81
Granted	336	$	5.34
Vested	(378)	$	5.71
Forfeited	—	$	—
Unvested shares at September 30, 2023	169	$	5.09

Equity-Classified Restricted Stock Units

As of September 30, 2023, there was $8 million of total unrecognized compensation cost related to the Company’s unvested equity-classified restricted stock units. This cost is expected to be recognized over a weighted-average period of 1.6 years. The following table summarizes equity-classified restricted stock units for the nine months ended September 30, 2023 and provides information for unvested units as of September 30, 2023.

	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	1,645	$	4.44
Granted	1,539	$	4.83
Vested	(555)	$	4.42
Forfeited	(1)	$	3.05
Unvested units at September 30, 2023	2,628	$	4.67

Equity-Classified Performance Units

In each year beginning with 2018, the Company granted performance units that vest at the end of, or over, a three-year period and are payable in either cash or shares. The performance units granted from 2020 through 2021 were accounted for as liability-classified awards as further described below. In 2022 and 2023, two types of performance units were granted. The first type of awards were liability-classified given the awards are payable only in cash as prescribed under the compensation agreements. The second type of awards granted during 2022 and 2023 have been accounted for as equity-classified awards given the intention to settle these awards in stock. The equity-classified awards were recognized at their fair value as of the grant date and are amortized throughout the vesting period. The 2022 and 2023 performance unit awards include a market condition based on relative TSR (as defined below). The fair values of the market conditions were calculated by Monte Carlo models as of the grant date. As of September 30, 2023, there was $7 million of total unrecognized compensation costs related to the Company’s unvested equity-classified performance units. This cost is expected to be recognized over a weighted-average period of 2.1 years.

	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	817	$	6.04
Granted	940	$	6.12
Vested	—	$	—
Forfeited	—	$	—
Unvested units at September 30, 2023	1,757	$	6.08

Liability-Classified Awards

The Company recognized the following amounts in employee liability-classified stock-based compensation costs for the three and nine months ended September 30, 2023:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Liability-classified stock-based compensation cost – expensed	$	2	$	3	$	3	$	15
Liability-classified stock-based compensation cost – capitalized	$	1	$	2	$	2	$	10

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Liability-Classified Restricted Stock Units

In the first quarter of each year beginning with 2018, the Company granted restricted stock units that vest over a period of four years and are payable in either cash or shares at the option of the Compensation Committee of the Company’s Board. The liability-classified awards granted in 2021 vest over a period of three years. The Company has accounted for these as liability-classified awards, and accordingly changes in the market value of the instruments will be recorded to general and administrative expense and capitalized expense over the vesting period of the award. As of September 30, 2023, there was $3 million of total unrecognized compensation cost related to liability-classified restricted stock units that is expected to be recognized over a weighted-average period of 0.4 years. The amount of unrecognized compensation cost for liability-classified awards will fluctuate over time as they are marked to market.

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	3,950	$	4.81
Granted	—	$	—
Vested	(2,206)	$	4.84
Forfeited	(3)	$	5.57
Unvested units at September 30, 2023	1,741	$	4.61

Liability-Classified Performance Units

In each year beginning with 2018, the Company granted performance units that vest at the end of, or over, a three-year period and are payable in either cash or shares. The performance units granted in 2020 vest over a three-year period and are payable in cash as prescribed under the compensation agreements and have been accounted for as liability-classified awards. The Company granted two types of performance units in 2021 that vest over a three-year period. One type is payable in cash as prescribed under the compensation agreements and the other type is payable in either cash or stock at the option of the Compensation Committee of the Company’s Board. Both award types have been accounted for as liability-classified awards. The Company granted two types of performance units in 2022 and 2023 that vest over a three-year period. For both 2022 and 2023, one type of award is payable in cash as prescribed under the compensation agreements and has been liability-classified while the other type is equity-classified as further discussed above. Changes in the fair market value of the instruments for liability-classified awards will be recorded to general and administrative expense and capitalized expense over the vesting period of the awards. 

The performance units granted in 2020 include a performance condition based on return on average capital employed and a market condition based on relative total shareholder return (“TSR”). In 2021, of the two types of performance units granted, the first type of award includes a performance condition based on return on capital employed and a performance condition based on reinvestment rate, and the second type of award includes one market condition based on relative TSR. The liability-classified performance units granted in 2022 and 2023 include performance conditions based on return on capital employed and reinvestment rate. The fair values of all market conditions discussed above are calculated by Monte Carlo models on a quarterly basis. 

As of September 30, 2023, there was $7 million of total unrecognized compensation cost related to liability-classified performance units. This cost is expected to be recognized over a weighted-average period of 2.1 years. The amount of unrecognized compensation cost for liability-classified awards will fluctuate over time as they are marked to market. The final value of the performance unit awards is contingent upon the Company’s actual performance against these performance measures.

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	10,982	$	2.25
Granted	5,136	$	4.83
Vested	(3,966)	$	6.13
Forfeited	—	$	—
Unvested units at September 30, 2023	12,152	$	1.15

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Cash-Based Compensation

The Company recognized the following amounts in performance cash award compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Performance cash awards – expensed	$	3	$	2	$	8	$	5
Performance cash awards – capitalized	$	2	$	2	$	7	$	5

Performance Cash Awards

From 2020 through 2022 the Company granted performance cash awards that vest over a four-year period and are payable in cash on an annual basis. In 2023, the Company granted performance cash awards that vest over a three-year period and are payable in cash on an annual basis. The value of each unit of the award equals one dollar. The Company recognizes the cost of these awards as general and administrative expense and capitalized expense over the vesting period of the awards. The performance cash awards granted from 2020 through 2023 include a performance condition determined annually by the Company. For all years, the performance measure is a targeted discretionary cash flow amount. If the Company, in its sole discretion, determines that the threshold was not met, the amount for that vesting period will not vest and will be cancelled. As of September 30, 2023, there was $38 million of total unrecognized compensation cost related to performance cash awards. This cost is expected to be recognized over a weighted-average period of 2.2 years. The final value of the performance cash awards is contingent upon the Company’s actual performance against these performance measures.

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	39,994	$	1.00
Granted	27,493	$	1.00
Vested	(13,250)	$	1.00
Forfeited	(3,761)	$	1.00
Unvested units at September 30, 2023	50,476	$	1.00

(15) SEGMENT INFORMATION

The Company’s reportable business segments have been identified based on the differences in products or services provided. The Company’s E&P segment is comprised of gas and oil properties which are managed as a whole rather than through discrete operating segments. Operational information for the Company’s E&P segment is tracked by geographic area; however, financial performance and allocation of resources are assessed at the segment level without regard to geographic area. Revenues for the E&P segment are derived from the production and sale of natural gas and liquids. The Marketing segment generates revenue through the marketing of both Company and third-party produced natural gas and liquids volumes.

Summarized financial information for the Company’s reportable segments is shown in the following table.  The accounting policies of the segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of the 2022 Annual Report. Management evaluates the performance of its segments based on operating income, defined as operating revenues less operating costs. Income before income taxes, for the purpose of reconciling the operating income amount shown below to consolidated income before income taxes, is the sum of operating income, interest expense, gain (loss) on derivatives, gain on early extinguishment of debt and other income (loss). The “Other” column includes items not related to the Company’s reportable segments, including real estate and corporate items. Corporate general and administrative costs, depreciation expense and taxes, other than income taxes, are allocated to the segments.

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	Exploration and Production			Marketing		Other		Total
Three months ended September 30, 2023	(in millions)
Revenues from external customers	$	890		$	553	$	—	$	1,443
Intersegment revenues	(17)			826		—		809
Depreciation, depletion and amortization expense	337			1		—		338
Operating income (loss)	(18)			25		—		7
Interest expense (1)	36			—		—		36
Gain on derivatives	93			—		—		93
Other income, net	1			—		1		2
Provision for income taxes (1)	21			—		—		21
Assets	12,350		(2)	483		140		12,973
Capital investments (3)	452			—		2		454
Three months ended September 30, 2022
Revenues from external customers	$	3,243		$	1,298	$	—	$	4,541
Intersegment revenues	4			3,138		—		3,142
Depreciation, depletion and amortization expense	297			1		—		298
Operating income	2,386			28		—		2,414
Interest expense (1)	50			—		—		50
Loss on derivatives	(1,903)			—		—		(1,903)
Provision for income taxes (1)	11			—		—		11
Assets	11,359		(2)	1,633		112		13,104
Capital investments (3)	540			—		3		543

	Exploration and Production			Marketing		Other		Total
Nine months ended September 30, 2023	(in millions)
Revenues from external customers	$	3,123		$	1,707	$	—	$	4,830
Intersegment revenues	(44)			2,944		—		2,900
Depreciation, depletion and amortization expense	975			4		—		979
Operating income	490			66		—		556
Interest expense (1)	106			—		—		106
Gain on derivatives	1,811			—		—		1,811
Loss on extinguishment of debt	—			—		(19)		(19)
Other income, net	—			—		1		1
Provision for income taxes (1)	28			—		—		28
Assets	12,350		(2)	483		140		12,973
Capital investments (3)	1,709			—		5		1,714
Nine months ended September 30, 2022
Revenues from external customers	$	8,251		$	3,371	$	—	$	11,622
Intersegment revenues	(1)			7,843		—		7,842
Depreciation, depletion and amortization expense	857			4		—		861
Operating income	5,784		(4)	60		—		5,844
Interest expense (1)	139			—		—		139
Loss on derivatives	(6,707)			—		(2)		(6,709)
Loss on early extinguishment of debt	—			—		(6)		(6)
Other loss, net	—			(1)		—		(1)
Provision for income taxes (1)	41			—		—		41
Assets	11,359		(2)	1,633		112		13,104
Capital investments (3)	1,669			—		3		1,672

(1)Interest expense and provision for income taxes by segment is an allocation of corporate amounts as they are incurred at the corporate level.

(2)E&P assets includes office, technology, water infrastructure, drilling rigs and other ancillary equipment not directly related to natural gas and oil properties. This also includes deferred tax assets which are an allocation of corporate amounts as they are incurred at the corporate level.

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(3)Capital investments include decreases of $94 million and $33 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and a decrease of $122 million and an increase of $44 million for the nine months ended September 30, 2023 and September 30, 2022, respectively, relating to the change in accrued expenditures between periods.

(4)The E&P segment operating income includes $27 million of merger-related expenses related to the Indigo and GEPH Mergers for the nine months ended September 30, 2022.

The following table presents the breakout of other assets, which represent corporate assets not allocated to segments and assets for non-reportable segments as of September 30, 2023 and 2022:

	As of September 30,
(in millions)	2023			2022
Cash and cash equivalents	$	26		$	11
Accounts receivable	1			1
Prepayments	10			8
Other current assets	2			—
Property, plant and equipment	21			10
Unamortized debt expense	16			21
Right-of-use lease assets	51			58
Non-qualified retirement plan	3			3
Other long-term assets	10		(1)	—
	$	140		$	112

(1)Consists primarily of costs associated with the development of the Company’s enterprise resource technology.

(16) NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Standards Implemented in this Report

None.

New Accounting Standards Not Yet Adopted in this Report

None that are expected to have a material impact.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following updates information as to Southwestern Energy Company’s financial condition provided in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) and analyzes the changes in the results of operations between the three and nine month periods ended September 30, 2023 and 2022. For definitions of commonly used natural gas and oil terms used in this Quarterly Report, please refer to the “Glossary of Certain Industry Terms” provided in our 2022 Annual Report.

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the risks described in “Cautionary Statement About Forward-Looking Statements” in the forepart of this Quarterly Report and in Item 1A, “Risk Factors” in Part I and elsewhere in our 2022 Annual Report. You should read the following discussion with our consolidated financial statements and the related notes included in this Quarterly Report.

OVERVIEW

Background

We are an independent energy company engaged in natural gas, oil and NGLs development, exploration and production, which we refer to as “E&P.” We are also focused on creating and capturing additional value through our marketing business, which we call “Marketing”. We conduct most of our businesses through subsidiaries, and we currently operate exclusively in the Appalachian and Haynesville natural gas basins in the lower 48 United States.

E&P. Our primary business is the development and production of natural gas as well as associated NGLs and oil, with our ongoing operations focused on the development of unconventional natural gas reservoirs located in Pennsylvania, West Virginia, Ohio and Louisiana. Our operations in Pennsylvania, West Virginia and Ohio, which we refer to as “Appalachia,” are focused on the Marcellus Shale, the Utica and the Upper Devonian unconventional natural gas and liquids reservoirs. Our operations in Louisiana, which we refer to as “Haynesville,” are primarily focused on the Haynesville and Bossier natural gas

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reservoirs. We also have drilling rigs located in Appalachia and Haynesville, and we provide certain oilfield products and services, principally serving our E&P operations through vertical integration. Over the past three years, we have completed three strategic acquisitions which have added scale to our operations:

•On November 13, 2020, we closed on the Montage Merger, which increased our footprint in West Virginia and Pennsylvania and expanded our operations into Ohio.

•On September 1, 2021, we closed on the Indigo Merger, which established our natural gas operations in the Haynesville and Bossier Shales in Louisiana.

•On December 31, 2021, we closed on the GEPH Merger, which expanded our operations in the Haynesville.

The Indigo Merger and GEPH Merger extended our E&P asset portfolio beyond Appalachia into the Haynesville and Bossier formations, giving us additional exposure to the LNG corridor and other markets on the U.S. Gulf Coast. These mergers progressed our ability to lower our enterprise business risk, expand our economic inventory, opportunity set and business optionality and capture operating synergies and cost structure savings.

Marketing. Our marketing activities capture opportunities that arise through the marketing and transportation of natural gas, oil and NGLs primarily produced in our E&P operations.

Recent Financial and Operating Results

Significant third quarter 2023 operating and financial results include:

Total Company

•Net income of $45 million, or $0.04 per diluted share, decreased compared to net income of $450 million, or $0.40 per diluted share, for the same period in 2022. Net income decreased due to lower operating income of $2,407 million primarily associated with lower realized pricing and production, and a higher income tax provision of $10 million. The decrease in net income from the third quarter of 2022 to the third quarter of 2023 was partially offset by a positive change in our net derivative position of approximately $2 billion due to an increase in our settled derivative position of approximately $2,051 million, partially offset by a lower mark to market position on our unsettled derivatives of approximately $55 million, as a result of changes in commodity pricing. Further offsetting the decrease in net income from the third quarter of 2022 to the third quarter of 2023 was decreased interest expense of $14 million as a result from our debt reduction in the prior periods.

•Operating income of $7 million decreased compared to operating income of $2,414 million for the same period in 2022 on a consolidated basis. Operating income decreased as a $3,098 million decrease in operating revenues was only partially offset by decreased operating costs of $691 million primarily associated with lower realized pricing and production.

•Net cash provided by operating activities of $477 million decreased as compared to $797 million for the same period in 2022. The decrease was primarily attributable to the impact of lower commodity pricing on revenues of $2,246 million, lower production of $129 million, and a higher provision for income taxes of $10 million, and was partially offset by an increase in our settled derivative positions of $2,051 million and lower interest expense of $14 million.

•Total capital investment of $454 million in the third quarter of 2023 decreased 16% from $543 million for the same period in 2022 primarily due to lower activity levels associated with lower commodity pricing period over period.

E&P

•E&P operating loss of $18 million in the third quarter of 2023 decreased from operating income of $2,386 million in the third quarter of 2022 for a total decrease of $2,404 million, primarily due to a $2,374 million decrease in E&P operating revenues resulting from a $5.28 per Mcfe decrease in our realized weighted average price per Mcfe (excluding derivatives) and an 18 Bcfe decrease in production volumes combined with a $30 million increase in E&P operating costs and expenses.

•Total net production of 425 Bcfe, which was comprised of 86% natural gas and 14% oil and NGLs, decreased 4% from 443 Bcfe in the same period in 2022, primarily due to a 5% decrease in our natural gas production.

•Excluding the effect of derivatives, our realized natural gas price of $1.66 per Mcf decreased 78%, our realized oil price of $71.09 per barrel decreased 16% and our realized NGL price of $20.53 per barrel decreased 38%, as compared to the same period in 2022. Excluding the effect of derivatives, our total weighted average realized price of $2.05 per Mcfe decreased 72% from the same period in 2022.

•E&P segment invested $452 million in capital; drilling 24 wells, completing 25 wells and placing 23 wells to sales.

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Outlook

Our primary focus in 2023 is to generally maintain our productive capacity and improve the safety and efficiency of our operations to further our ability to generate free cash flow, further reduce debt and return capital to shareholders (subject to market and business conditions).

As we continue to develop our core positions in the Appalachian and Haynesville natural gas basins in the U.S., we will concentrate on:

•Creating Sustainable Value. We seek to create value for our stakeholders by allocating capital that is focused on earning economic returns and optimizing the value of our assets; delivering sustainable free cash flow through the cycle; upgrading the quality and depth of our drilling inventory; improving the cost of capital efficiency of our operations; and converting resources to proved reserves.

•Protecting Financial Strength. We intend to protect our financial strength by lowering our leverage ratio and total debt; maintaining a strong liquidity position and extended debt maturity profile; lowering our weighted average cost of capital; and deploying hedges to balance revenue protection with commodity upside exposure.

•Progressing Execution. We are focused on operating effectively and efficiently with health, safety and environmental (“HSE”) matters and environmental, social and governance (“ESG”) matters as core values; leveraging our data analytics, operating execution, strategic sourcing, vertical integration and large-scale asset development expertise to drive cost and capital efficiencies; further enhancing well performance, optimizing well costs and reducing base production declines; and growing margins and securing flow assurance through commercial and marketing arrangements.

•Capturing the Tangible Benefits of Scale. We strive to enhance our enterprise returns by leveraging the scale gained from our past strategic transactions to deliver operating synergies, drive cost savings, expand our economic inventory, lower our enterprise risk profile, and expand our opportunity set and optionality.

We remain committed to achieving these objectives while maintaining our commitment to being environmentally conscious and proactive and to using best practices in social stewardship and corporate governance. We believe that we and our industry will continue to face challenges due to evolving environmental standards and expectations of both regulators and investors, the uncertainty of natural gas, oil and NGL prices in the United States, changes in laws, regulations and investor sentiment, and other key factors described in the 2022 Annual Report. As such, we intend to protect our financial strength by reducing our debt while continuing to extend the weighted average years to maturity of our debt, and by maintaining a derivative program designed to reduce our exposure to commodity price volatility.

RESULTS OF OPERATIONS

The following discussion of our results of operations for our segments is presented before intersegment eliminations. We evaluate our segments as if they were stand-alone operations and accordingly discuss their results prior to any intersegment eliminations. Interest expense, gain (loss) on derivatives, gain (loss) on early extinguishment of debt and income taxes are discussed on a consolidated basis.

E&P

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Revenues	$	873	$	3,247	$	3,079	$	8,250
Operating costs and expenses (1)	891		861		2,589		2,466
Operating income (loss)	$	(18)	$	2,386	$	490	$	5,784
Gain (loss) on derivatives, settled	$	162	$	(1,889)	$	249	$	(4,185)

(1)Includes $27 million in merger-related expenses related to our Indigo and GEPH Mergers for the nine months ended September 30, 2022.

Operating Income (Loss)

•E&P segment operating loss decreased $2,404 million for the three months ended September 30, 2023, compared to the same period in 2022. The decrease was primarily due to a $2,374 million decrease in E&P operating revenues resulting from a 72% decrease in our realized weighted average price per Mcfe (excluding derivatives) and a 4% decrease in production volumes combined with a $30 million increase in E&P operating costs and expenses.

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•E&P segment operating income decreased $5,294 million for the nine months ended September 30, 2023, compared to the same period in 2022. This was primarily due to a $5,171 million decrease in E&P operating revenues resulting from a 61% decrease in our realized weighted average price per Mcfe (excluding derivatives) and a 4% decrease in production volumes combined with a $123 million increase in E&P operating costs and expenses.

Revenues

The following illustrates the effects on sales revenues associated with changes in commodity prices and production volumes:

	Three months ended September 30,
(in millions except percentages)	Natural Gas			Oil			NGLs			Total
2022 sales revenues (1)	$	2,889		$	99		$	260		$	3,248
Changes associated with prices	(2,123)			(18)			(105)			(2,246)
Changes associated with production volumes	(156)			12			15			(129)
2023 sales revenues (2)	$	610		$	93		$	170		$	873
Decrease from 2022	(79		%)	(6		%)	(35		%)	(73		%)

	Nine months ended September 30,
(in millions except percentages)	Natural Gas			Oil			NGLs			Total
2022 sales revenues (1)	$	7,064		$	345		$	842		$	8,251
Changes associated with prices	(4,402)			(100)			(403)			(4,905)
Changes associated with production volumes	(381)			33			85			(263)
2023 sales revenues (2)	$	2,281		$	278		$	524		$	3,083
Decrease from 2022	(68		%)	(19		%)	(38		%)	(63		%)

(1)Excludes $1 million in other operating revenues for the three and nine months ended September 30, 2022 primarily related to gas balancing losses.

(2)Excludes $4 million in other operating revenues for the nine months ended September 30, 2023 primarily related to gas balancing losses.

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Production Volumes

	For the three months ended September 30,				Increase/(Decrease)	For the nine months ended September 30,				Increase/(Decrease)
Production volumes:	2023		2022			2023		2022
Natural Gas (Bcf)
Appalachia	205		213		(4)%	597		637		(6)%
Haynesville	163		176		(7)%	489		511		(4)%
Total	368		389		(5)%	1,086		1,148		(5)%
Oil (MBbls)
Appalachia	1,303		1,169		11%	4,146		3,786		10%
Haynesville	6		4		50%	21		15		40%
Other	1		—		100%	2		5		(60)%
Total	1,310		1,173		12%	4,169		3,806		10%
NGL (MBbls)
Appalachia	8,226		7,787		6%	24,707		22,444		10%
Haynesville	2		—		100%	7		—		100%
Other	—		1		(100)%	1		1		—%
Total	8,228		7,788		6%	24,715		22,445		10%
Production volumes by area: (Bcfe)
Appalachia	262		267		(2)%	770		795		(3)%
Haynesville	163		176		(7)%	489		511		(4)%
Total	425		443		(4)%	1,259		1,306		(4)%
Production volumes by formation: (Bcfe)
Marcellus Shale	232		226		3%	680		669		2%
Utica Shale	30		41		(27)%	90		126		(29)%
Haynesville Shale	95		107		(11)%	290		317		(9)%
Bossier Shale	68		69		(1)%	199		194		3%
Total	425		443		(4)%	1,259		1,306		(4)%
Production percentage:
Natural gas	86	%	88	%		86	%	88	%
Oil	2	%	2	%		2	%	2	%
NGL	12	%	10	%		12	%	10	%

•E&P production volumes decreased by 18 Bcfe and 47 Bcfe for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022. Lower natural gas production is attributable to our moderation of activity related to the decrease in near-term natural gas prices and the impact of inflation.

•Oil and NGL production increased 6% and 10% for the three and nine months ended September 30, 2023, respectively, as compared to the same period in 2022, primarily due to a higher allocation of capital investment to liquids-rich areas.

Commodity Prices

The price we expect to receive for our production is a critical factor in determining the capital investments we make to develop our properties. Commodity prices fluctuate due to a variety of factors we can neither control nor predict, including increased supplies of natural gas, oil or NGLs due to greater development activities, weather conditions, political and economic events, and competition from other energy sources. These factors impact supply and demand, which in turn determine the sales prices for our production. In addition to these factors, the prices we realize for our production are affected by our derivative activities as well as locational differences in market prices, including basis differentials. We will continue to evaluate the commodity price environments and adjust the pace of our activity in order to maintain appropriate liquidity and financial flexibility.

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	For the three months ended September 30,						Increase/(Decrease)	For the nine months ended September 30,				Increase/(Decrease)
	2023			2022				2023		2022
Natural Gas Price:
NYMEX Henry Hub Price ($/MMBtu) (1)	$	2.55		$	8.20		(69)%	$	2.69	$	6.77	(60)%
Discount to NYMEX (2)	(0.89)			(0.78)			14%	(0.59)		(0.62)		(5)%
Average realized gas price, excluding derivatives ($/Mcf)	$	1.66		$	7.42		(78)%	$	2.10	$	6.15	(66)%
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		(24)%	$	2.34	$	2.83	(17)%
Oil Price:
WTI oil price ($/Bbl) (3)	$	82.26		$	91.56		(10)%	$	77.39	$	98.09	(21)%
Discount to WTI (4)	(11.17)			(7.22)			55%	(10.79)		(7.39)		46%
Average oil price, excluding derivatives ($/Bbl)	$	71.09		$	84.34		(16)%	$	66.60	$	90.70	(27)%
Loss on settled derivatives ($/Bbl)	(14.49)			(35.28)				(9.39)		(38.41)
Average oil price, including derivatives ($/Bbl)	$	56.60		$	49.06		15%	$	57.21	$	52.29	9%
NGL Price:
Average realized NGL price, excluding derivatives ($/Bbl)	$	20.53		$	33.33		(38)%	$	21.19	$	37.50	(43)%
Gain (loss) on settled derivatives ($/Bbl)	0.88			(6.78)				1.09		(9.86)
Average realized NGL price, including derivatives ($/Bbl)	$	21.41		$	26.55		(19)%	$	22.28	$	27.64	(19)%
Percentage of WTI, excluding derivatives	25		%	36		%		27%		38%
Total Weighted Average Realized Price:
Excluding derivatives ($/Mcfe)	$	2.05		$	7.33		(72)%	$	2.45	$	6.32	(61)%
Including derivatives ($/Mcfe)	$	2.43		$	3.06		(21)%	$	2.65	$	3.11	(15)%

(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 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.

We receive a sales price for our natural gas at a discount to average monthly NYMEX settlement prices based on heating content of the gas, locational basis differentials and transportation and fuel charges. Additionally, we receive a sales price for our oil and NGLs at a difference to average monthly West Texas Intermediate (“WTI”) settlement and Mont Belvieu NGL composite prices, respectively, due to a number of factors including product quality, composition and types of NGLs sold, locational basis differentials and transportation and fuel charges.

We regularly enter into various derivatives and other financial arrangements with respect to a portion of our projected natural gas, oil and NGL production in order to support certain desired levels of cash flow and to minimize the impact of price fluctuations, including fluctuations in locational market differentials. We refer you to Item 3, Quantitative and Qualitative Disclosures About Market Risk, and Note 7 to the consolidated financial statements, included in this Quarterly Report.

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The tables below present the amount of our future natural gas production in which the impact of basis volatility has been limited through derivatives and physical sales arrangements as of September 30, 2023:

	Volume (Bcf)	Basis Differential
Basis Swaps – Natural Gas
2023	71	$	(0.57)
2024	46	(0.71)
2025	9	(0.64)
Total	126
Physical NYMEX Sales Arrangements – Natural Gas (1)
2023	223	$	(0.16)
2024	740	(0.16)
2025	509	(0.10)
2026	366	(0.04)
2027	328	(0.03)
2028	303	(0.02)
2029	252	(0.01)
2030	105	(0.01)
Total	2,826

(1)Based on last day settlement prices from monthly futures contracts.

In addition to protecting basis, the table below presents the amount of our future production in which price is financially protected as of September 30, 2023:

	Remaining 2023	Full Year 2024	Full Year 2025
Natural gas (Bcf)	258	649	179
Oil (MBbls)	1,171	2,083	41
Ethane (MBbls)	2,254	3,429	—
Propane (MBbls)	1,782	3,254	63
Normal butane (MBbls)	198	329	—
Natural gasoline (MBbls)	171	329	—
Total financial protection on future production (Bcfe)	291	706	180

We refer you to Note 7 of the consolidated financial statements included in this Quarterly Report for additional details about our derivative instruments.

Operating Costs and Expenses

	For the three months ended September 30,				Increase/(Decrease)	For the nine months ended September 30,				Increase/(Decrease)
(in millions except percentages)	2023		2022			2023		2022
Lease operating expenses	$	449	$	451	—%	$	1,304	$	1,277	2%
General & administrative expenses	42		37		14%	121		107		13%
Merger-related expenses	—		—		—%	—		27		(100)%
Taxes, other than income taxes	63		76		(17)%	189		198		(5)%
Full cost pool amortization	332		293		13%	964		845		14%
Non-full cost pool DD&A	5		4		25%	11		12		(8)%
Total operating costs	$	891	$	861	3%	$	2,589	$	2,466	5%

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	For the three months ended September 30,				Increase/	For the nine months ended September 30,					Increase/
Average unit costs per Mcfe:	2023		2022		(Decrease)	2023		2022			(Decrease)
Lease operating expenses (1)	$	1.06	$	1.02	4%	$	1.04	$	0.98		6%
General & administrative expenses	$	0.10	$	0.08	25%	$	0.10	$	0.08	(2)	25%
Taxes, other than income taxes	$	0.15	$	0.17	(12)%	$	0.15	$	0.15		—%
Full cost pool amortization	$	0.78	$	0.66	18%	$	0.77	$	0.65		18%

(1)Includes post-production costs such as gathering, processing, fractionation and compression.

(2)Excludes $27 million in merger-related expenses related to the Indigo and GEPH Mergers for the nine months ended September 30, 2022.

Lease Operating Expenses

•Lease operating expenses per Mcfe increased $0.04 and $0.06 for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022, primarily due to the impacts of inflation and lower production volumes.

General and Administrative Expenses

•General and administrative expenses increased $5 million or $0.02 per Mcfe and $14 million or $0.02 per Mcfe for the three and nine months ended September 30, 2023, respectively, compared to the same periods in 2022, primarily due to costs associated with the development of our enterprise resource technology and lower production volumes.

Merger-Related Expenses

•We focused on building scale and geographic diversification throughout 2021. As a result of this strategy, we merged with Indigo in September 2021 and GEPH in December 2021 which resulted in merger-related expenses during 2022. We did not incur any merger-related expenses for the three months ended September 30, 2022. The table below presents the charges incurred for our merger-related activities for the nine months ended September 30, 2022:

	For the nine months ended September 30, 2022
(in millions)	Indigo Merger		GEPH Merger		Total
Transition services	$	—	$	18	$	18
Professional fees (advisory, bank, legal, consulting)	—		1		1
Contract buyouts, terminations and transfers	1		2		3
Due diligence and environmental	1		1		2
Employee-related	—		1		1
Other	—		2		2
Total merger-related expenses	$	2	$	25	$	27

We refer you to Note 2 of the consolidated financial statements included in this Quarterly Report for additional details about the Indigo and GEPH Mergers. We had no merger-related expenses for the three or nine months ended September 30, 2023.

Taxes, Other than Income Taxes

•On a per Mcfe basis, taxes, other than income taxes may vary from period to period due to changes in ad valorem and severance taxes that result from the mix of our production volumes, fluctuations in commodity prices and changes in the tax rates enacted by the respective states we operate in. 

•Taxes, other than income taxes, per Mcfe decreased $0.02 for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to the impact of lower commodity pricing on our severance taxes in West Virginia, which are calculated as a fixed percentage of revenue net of allowable production expenses.

•Taxes, other than income taxes, per Mcfe remained flat for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to increases in ad valorem taxes offset by the impact of lower commodity pricing on our severance taxes in West Virginia.

Full Cost Pool Amortization

•Our full cost pool amortization rate increased $0.12 per Mcfe for the three and nine months ended September 30, 2023, as compared to the same periods in 2022, primarily as a result of increases in development costs as a result of inflation.

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•The amortization rate is impacted by the timing and amount of reserve additions and the future development costs associated with those additions, revisions of previous reserve estimates due to both price and well performance, write-downs that result from non-cash full cost ceiling impairments, proceeds from the sale of properties that reduce the full cost pool and the levels of costs subject to amortization. We cannot predict our future full cost pool amortization rate with accuracy due to the variability of each of the factors discussed above, as well as other factors, including but not limited to the uncertainty of the amount of future reserve changes.

•Unevaluated costs excluded from amortization were $2,140 million and $2,217 million at September 30, 2023 and December 31, 2022, respectively. The unevaluated costs excluded from amortization decreased as the impact of $164 million of unevaluated capital invested during the period was more than offset by the evaluation of previously unevaluated properties totaling $241 million.

Marketing

	For the three months ended September 30,						Increase/ (Decrease)	For the nine months ended September 30,						Increase/ (Decrease)
(in millions except volumes and percentages)	2023			2022				2023			2022
Marketing revenues	$	1,379		$	4,436		(69)%	$	4,651		$	11,214		(59)%
Marketing purchases	1,349			4,403			(69)%	4,569			11,137			(59)%
Operating costs and expenses	5			5			—%	16			17			(6)%
Operating income	$	25		$	28		(11)%	$	66		$	60		10%
Volumes marketed (Bcfe)	590			579			2%	1,715			1,694			1%
Percent natural gas production marketed from affiliated E&P operations	90		%	96		%		92		%	94		%
Affiliated E&P oil and NGL production marketed	90		%	89		%		89		%	87		%

Operating Income

•Operating income for our Marketing segment decreased $3 million for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to a $3 million decrease in the marketing margin (discussed below).

•Operating income for our Marketing segment increased $6 million for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to a $5 million increase in the marketing margin and a $1 million decrease in operating costs and expenses (discussed below).

•The margin generated from marketing activities was $30 million and $33 million for the three months ended September 30, 2023 and 2022, respectively, and $82 million and $77 million for the nine months ended September 30, 2023 and 2022, respectively. The marketing margin decreased for the three months ended September 30, 2023, compared to the same period in 2022, due to lower realized prices. The marketing margin increased for the nine months ended September 30, 2023, compared to the same period in 2022, primarily from utilizing existing transportation capacity to take advantage of low in-basin pricing on the purchase and sale of third-party natural gas.

Marketing margins are driven primarily by volumes marketed and may fluctuate depending on the prices paid for commodities, related cost of transportation and the ultimate disposition of those commodities. Increases and decreases in revenues due to changes in commodity prices and volumes marketed are largely offset by corresponding changes in purchase expenses. Efforts to optimize the cost of our transportation can result in greater expenses and therefore lower marketing margins.

Revenues

•Revenues from our marketing activities decreased $3,057 million for the three months ended September 30, 2023, as compared to the same period in 2022. The decrease was primarily due to a 69% decrease in the price received for volumes marketed and partially offset by an 11 Bcfe increase in the volumes marketed for the three months ended September 30, 2023, compared to the same period in 2022.

•Revenues from our marketing activities decreased $6,563 million for the nine months ended September 30, 2023, as compared to the same period in 2022. The decrease was primarily due to a 59% decrease in the price received for volumes marketed partially offset by a 21 Bcfe increase in the volumes marketed for the nine months ended September 30, 2023, as compared to the same period in 2022.

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Operating Costs and Expenses

•Operating costs and expenses for the marketing segment decreased $1 million for the nine months ended September 30, 2023, as compared to the same period in 2022, as a result of lower personnel-related costs.

Consolidated

Interest Expense

	For the three months ended September 30,				Increase/(Decrease)	For the nine months ended September 30,				Increase/(Decrease)
(in millions except percentages)	2023		2022			2023		2022
Gross interest expense:
Senior notes	$	51	$	59	(14)%	$	158	$	177	(11)%
Credit arrangements	10		18		(44)%	26		41		(37)%
Amortization of debt costs	3		3		—%	9		10		(10)%
Total gross interest expense	64		80		(20)%	193		228		(15)%
Less: capitalization	(28)		(30)		(7)%	(87)		(89)		(2)%
Net interest expense	$	36	$	50	(28)%	$	106	$	139	(24)%

•Interest expense decreased for the three and nine months ended September 30, 2023, compared to the same periods in 2022, due to lower revolver borrowings and the effects of our debt repurchase activity in 2022 and the full redemption of our 7.75% Senior Notes due 2027 during the first quarter of 2023.

•Capitalized interest decreased for the three and nine months ended September 30, 2023, as compared to the same periods in 2022 due to the evaluation of natural gas and oil properties over the past twelve months.

•Capitalized interest as a percentage of gross interest expense increased for the three and nine months ended September 30, 2023, compared to the same periods in 2022, primarily related to a smaller percentage change in our unevaluated natural gas and oil properties balance as compared to the larger percentage decrease in our gross interest expense over the same periods.

•We refer you to Note 10 to the consolidated financial statements included in this Quarterly Report for additional details about our debt and our financing activities.

Gain (Loss) on Derivatives

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Gain (loss) on unsettled derivatives	$	(69)	$	(12)	$	1,566	$	(2,531)
Gain (loss) on settled derivatives	162		(1,889)		249		(4,185)
Non-performance risk adjustment	—		(2)		(4)		7
Gain (loss) on derivatives	$	93	$	(1,903)	$	1,811	$	(6,709)

We refer you to Note 7 to the consolidated financial statements included in this Quarterly Report for additional details about our gain (loss) on derivatives.

Gain/Loss on Early Extinguishment of Debt

During the nine months ended September 30, 2023, we redeemed all of the outstanding 7.75% Senior Notes due 2027 at a redemption price equal to 103.875% of the principal amount thereof plus accrued and unpaid interest of $13 million for a total payment of $450 million. We recognized a $19 million loss on the extinguishment of debt, which included the write off of $3 million in related unamortized debt discounts and debt issuance costs.

For the nine months ended September 30, 2022, we recorded a loss on early debt extinguishment of $6 million as a result of our repurchase of $65 million in aggregate principal amount of our outstanding senior notes for $71 million. During the nine months ended September 30, 2022, we also fully redeemed our 4.10% Senior Notes due March 2022 with an aggregate principal amount retired of $201 million.

See Note 10 to the consolidated financial statements of this Quarterly Report for more information on our long-term debt.

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Income Taxes

	For the three months ended September 30,						For the nine months ended September 30,
(in millions except percentages)	2023			2022			2023			2022
Income tax expense	$	21		$	11		$	28		$	41
Effective tax rate	33		%	2		%	1		%	(4)		%

Our effective tax rate was approximately 33% and 1% for the three and nine months ended September 30, 2023, respectively, primarily as a result of the release of the valuation allowances against our U.S. deferred tax assets. A valuation allowance for deferred tax assets, including NOLs, is recognized when it is more likely than not that some or all of the benefit from the deferred tax assets will not be realized. To assess that likelihood, we used estimates and judgment regarding future taxable income and considered the tax consequences in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include current financial position, results of operations, both actual and forecasted, the reversal of deferred tax liabilities and tax planning strategies as well as the current and forecasted business economics of the oil and gas industry.

For the year ended December 31, 2022, the Company maintained a full valuation allowance against its deferred tax assets based on its conclusion, considering all available evidence (both positive and negative), that it was more likely than not that the deferred tax assets would not be realized. A significant item of objective negative evidence considered was the cumulative pre-tax loss incurred over the three-year period ended December 31, 2022, primarily due to impairments of proved oil and gas properties recognized in 2020. As of the first quarter of 2023, the Company has sustained a three-year cumulative level of profitability. Based on this factor and other positive evidence such as forecasted income, the Company concluded that $523 million of its federal and state deferred tax assets were more likely than not to be realized and plan to release this portion of the valuation allowance in 2023. Accordingly, during the nine months ended September 30, 2023, the Company recognized $520 million of deferred income tax expense related to recording its tax provision which was partially offset by $492 million of tax benefit attributable to the release of the valuation allowance. The remaining valuation allowance will be released during the fourth quarter of 2023. The Company expects to keep a valuation allowance of $66 million related to NOLs in jurisdictions in which it no longer operates and against the portion of our federal and state deferred tax assets such as capital losses and interest carryovers, which may expire before being fully utilized due to the application of the limitations under Section 382 and the ordering in which such attributes may be applied.

Due to the issuance of common stock associated with the Indigo Merger, we incurred a cumulative ownership change and as such, our NOLs prior to the acquisition are subject to an annual limitation under Internal Revenue Code Section 382 of approximately $48 million. The ownership changes and resulting annual limitation will result in the expiration of NOLs or other tax attributes otherwise available. At September 30, 2023, we had approximately $4 billion of federal NOL carryovers, of which approximately $3 billion have an expiration date between 2035 and 2037 and $1 billion have an indefinite carryforward life. We currently estimate that approximately $2 billion of these federal NOLs will expire before they are able to be used and accordingly, no value has been ascribed to these NOLs on our balance sheet. If a subsequent ownership change were to occur as a result of future transactions in our common stock, our use of remaining U.S. tax attributes may be further limited.

The Inflation Reduction Act of 2022 (the “IRA”) was enacted on August 16, 2022 and may impact how the U.S. taxes certain large corporations. The IRA imposes a 15% alternative minimum tax on the “adjusted financial statement income” of certain large corporations (generally, corporations reporting at least $1 billion average adjusted pre-tax net income on their consolidated financial statements) for tax years beginning after December 31, 2022. This alternative minimum tax requires complex computations to be performed that were not previously required in U.S. tax law, significant judgments to be made in interpretation of the provisions of the IRA, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies are expected to issue guidance on how the alternative minimum tax provisions of the IRA will be applied or otherwise administered that may differ from our interpretations. As we complete our analysis of the IRA, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may materially impact our provision for income taxes in the period in which adjustments are made. We do not expect to be impacted by the alternative minimum tax during 2023 and will continue to monitor updates to the IRA and the impact it will have on our consolidated financial statements.

New Accounting Standards Implemented in this Report

Refer to Note 16 to the consolidated financial statements of this Quarterly Report for a discussion of new accounting standards that have been implemented.

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New Accounting Standards Not Yet Implemented in this Report

Refer to Note 16 to the consolidated financial statements of this Quarterly Report for a discussion of new accounting standards that have not yet been implemented.

LIQUIDITY AND CAPITAL RESOURCES

We depend primarily on funds generated from our operations, our 2022 credit facility, our cash and cash equivalents balance and our access to capital markets as our primary sources of liquidity. On April 8, 2022, we amended and restated our 2018 credit facility and extended the maturity through April 2027 (the “2022 credit facility”). In connection with entering into our 2022 credit facility, the banks participating in our 2022 credit facility increased our borrowing base to $3.5 billion and agreed to provide five-year revolving commitments of $2.0 billion (the “Five-Year Tranche”) and agreed to updated terms that provide the ability to convert our secured credit facility to an unsecured credit facility if we are able to achieve investment grade status, as deemed by the relevant credit rating agencies.

On October 4, 2023, our borrowing base was reaffirmed at $3.5 billion and our Five-Year Tranche was reaffirmed at $2.0 billion. At September 30, 2023, we had approximately $1.6 billion of total available liquidity, which exceeds our currently modeled needs as we remain committed to our strategy of capital discipline.

Effective August 4, 2022, the Company elected to temporarily increase commitments under the 2022 credit facility by $500 million (the “Short-Term Tranche”) as a temporary working capital liquidity resource. The Company had no borrowings under the Short-Term Tranche which expired on April 30, 2023 and was not renewed.

Our flexibility to access incremental secured debt capital is derived from our excess asset collateral value above the elected $3.5 billion maximum revolving credit amount and borrowing base of our 2022 credit facility and the elected aggregate revolving commitments from our bank group. Our ability to issue secured debt is governed by the limitations of our 2022 credit facility as well as our secured debt capacity (as defined by our senior note indentures) which was $4.6 billion as of September 30, 2023, based on 25% of adjusted consolidated net tangible assets. If we were to realize a return to investment grade ratings and the subsequent conversion of our secured credit facility to an unsecured credit facility, we would expect to have access to additional liquidity capital beyond our elected aggregate revolving commitments, either by increasing commitments to the 2022 credit facility up to the $3.5 billion aggregate size or otherwise on a similarly unsecured basis, given our current asset collateral value and credit quality. We refer you to Note 10 to the consolidated financial statements included in this Quarterly Report and the section below under “Credit Arrangements and Financing Activities” for additional discussion of our 2022 credit facility and related covenant requirements.

In June 2022, we announced a share repurchase program, under which we have been authorized to repurchase up to $1 billion of our outstanding common stock beginning June 21, 2022 and continuing through and including December 31, 2023. The timing, as well as the number and value of shares repurchased under the program, will be determined at our discretion and includes a variety of factors, including our progress in reducing debt to our target debt range of $3.5 billion to $3.0 billion or lower, our free cash flow generation capabilities, our assessment of the intrinsic value of our common stock, the market price of our common stock, general market and economic conditions, available liquidity, compliance with our debt and other agreements, and applicable legal requirements among other considerations. The exact number of shares to be repurchased is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice. During 2022, we repurchased approximately 17.3 million shares of our outstanding common stock at an average price of $7.24 per share for a total cost of approximately $125 million. We did not repurchase any shares during the nine months ended September 30, 2023.

Looking forward, we intend to prioritize the use of any free cash flow to pay down our debt in order to progress toward our debt targets of $3.5 billion to $3.0 billion or lower and our leverage targets of 1.5x to 1.0x.

Our cash flow from operating activities is highly dependent upon our ability to sell and the sales prices that we receive for our natural gas and liquids production. Natural gas, oil and NGL prices are subject to wide fluctuations and are driven by market supply and demand, which is impacted by many factors. See “Risk Factors” in Item 1A of our 2022 Annual Report for additional discussion about current and potential future market conditions. The sales price we receive for our production is also influenced by our commodity derivative program. Our derivative contracts allow us to support a certain level of cash flow to fund our operations. Although we are continually assessing adding derivative positions for portions of our expected 2023, 2024, 2025 and 2026 production, there can be no assurance that we will be able to add derivative positions to cover the remainder of our expected production at favorable prices. We again refer you to “Risk Factors” in Item 1A of our 2022 Annual Report.

Our commodity hedging activities are subject to the credit risk of our counterparties being financially unable to settle the transaction. We actively monitor the credit status of our counterparties, performing both quantitative and qualitative assessments based on their credit ratings and credit default swap rates where applicable, and to date have not had any credit defaults associated with our transactions. However, any future failures by one or more counterparties could negatively impact

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our cash flow from operating activities. Additionally, we do not expect the events of early 2023 within the banking industry to have a material impact on our expected results of operations, financial performance, or liquidity. However, if there are issues in the wider financial system and if other financial institutions fail, our business, liquidity and financial condition could be materially affected, including as a result of impacts of any such issues or failures on our counterparties.

Our short-term cash flows are also dependent on the timely collection of receivables from our customers, hedging counterparties and joint interest owners. We actively manage this risk through credit management activities and, through the date of this filing, have not experienced any significant write-offs for non-collectable amounts. However, any sustained inaccessibility of credit by our customers, hedging counterparties and joint interest owners could adversely impact our cash flows.

Due to these factors, we are unable to forecast with certainty our future level of cash flow from operations. Accordingly, we expect to adjust our discretionary uses of cash depending upon available cash flow. Further, we may from time to time seek to retire, rearrange or amend some or all of our outstanding debt or debt agreements through cash purchases, and/or exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Credit Arrangements and Financing Activities

In April 2022, we entered into an amended and restated credit agreement that replaced the 2018 credit facility (the “2022 credit facility”) with a group of banks that, as amended, has a maturity date of April 2027. As of September 30, 2023, the 2022 credit facility had an aggregate maximum revolving credit amount and borrowing base of $3.5 billion and elected commitments of $2.0 billion.

The borrowing base is subject to redetermination at least twice a year, which typically occurs in April and October, and is subject to change based primarily on drilling results, commodity prices, our future derivative position, the level of capital investment and operating costs. The 2022 credit facility is secured by substantially all of our assets and our subsidiaries’ assets (taken as a whole). The permitted lien provisions in the senior note indentures currently limit liens securing indebtedness to the greater of $2.0 billion or 25% of adjusted consolidated net tangible assets, which was $4.6 billion as of September 30, 2023. The 2022 credit facility contains the ability to utilize SOFR index rates for purposes of calculating interest expense.

The 2022 credit facility has certain financial covenant requirements but provides certain fall away features should we receive an Investment Grade Rating (defined as an index debt rating of BBB- or higher with S&P, Baa3 or higher with Moody’s, or BBB- or higher with Fitch) and meet other criteria in the future. We refer you to Note 10 to the consolidated financial statements included in this Quarterly Report for additional discussion of our 2022 credit facility.

As of September 30, 2023, we were in compliance with all of the applicable covenants contained in the credit agreement governing our 2022 credit facility. Our ability to comply with financial covenants in future periods depends, among other things, on the success of our development program and upon other factors beyond our control, such as the market demand and prices for natural gas, oil and NGLs. We refer you to Note 10 of the consolidated financial statements included in this Quarterly Report for additional discussion of the covenant requirements of our 2022 credit facility.

As of September 30, 2023, we had $388 million of borrowings on our 2022 credit facility and no outstanding letters of credit. We currently do not anticipate being required to supply a materially greater amount of letters of credit under our existing contracts. We refer you to Note 10 to the consolidated financial statements included in this Quarterly Report for additional discussion of our 2022 credit facility.

The credit status of the financial institutions participating in our 2022 credit facility could adversely impact our ability to borrow funds under the 2022 credit facility. Although we believe all of the lenders under the facility have the ability to provide funds, we cannot predict whether each will be able to meet their obligation to us. We refer you to Note 10 to the consolidated financial statements included in this Quarterly Report for additional discussion of our revolving credit facility.

Other key financing activities for the nine months ended September 30, 2023 and September 30, 2022 are as follows:

Debt Repurchases

•On February 26, 2023, we redeemed all of the outstanding 7.750% Senior Notes due 2027 at a redemption price equal to 103.875% of the principal amount thereof plus accrued and unpaid interest of $13 million for a total payment of $450 million. We recognized a $19 million loss on the extinguishment of debt, which included the write off of $3 million in related unamortized debt discounts and debt issuance costs. We funded the redemption using approximately $316 million of cash on hand and approximately $134 million of borrowings under our 2022 credit facility.

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•In January 2022, we repurchased the remaining outstanding principal balance of $201 million on our 2022 senior notes using our credit facility. As a result of the focused work on refinancing and repayment of our debt in recent years, coupled with the amendment and restatement of our credit facility on April 8, 2022, none of our outstanding debt balance is scheduled to become due prior to 2025.

•In March 2022, we repurchased $5 million of our 8.375% Senior Notes due 2028 and $15 million of our 7.75% Senior Notes due 2027, resulting in a $2 million loss on debt extinguishment.

•In April 2022, we repurchased $4 million of our 7.75% Senior Notes due 2027 and $23 million of our 8.375% Senior Notes due 2028, resulting in a $3 million loss on debt extinguishment.

•In May 2022, we repurchased $18 million of our 8.375% Senior Notes due 2028, resulting in a $1 million loss on debt extinguishment.

As of October 31, 2023, we had long-term debt issuer ratings of Ba1 by Moody’s (rating and stable outlook affirmed on June 28, 2023), BB+ by S&P (rating upgraded to BB+ and outlook upgraded to positive on January 18, 2023) and BB+ by Fitch Ratings (rating and positive outlook affirmed on August 16, 2023). Effective in January 2022, the interest rate for our 4.95% senior notes due January 2025 (“2025 Notes”) was 5.95%, reflecting a net downgrade in our bond ratings since their issuance. On May 31, 2022, Moody’s upgraded our bond rating to Ba1, which decreased the interest rate on the 2025 Notes from 5.95% to 5.70% for coupon payments paid after July 2022. Any further upgrades or downgrades in our public debt ratings by Moody’s or S&P could decrease or increase our cost of funds, respectively, as our 2025 Notes are subject to ratings driven changes.

Cash Flows

	For the nine months ended September 30,
(in millions)	2023		2022
Net cash provided by operating activities	$	2,039	$	2,196
Net cash used in investing activities	(1,710)		(1,608)
Net cash used in financing activities	(353)		(605)

Cash Flow from Operations

	For the nine months ended September 30,
(in millions)	2023		2022
Net cash provided by operating activities	$	2,039	$	2,196
Add back (subtract) changes in working capital	(345)		157
Net cash provided by operating activities, net of changes in working capital	$	1,694	$	2,353

•Net cash provided by operating activities decreased 7%, or $157 million, for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to a $4,905 million decrease resulting from lower commodity prices, a $263 million decrease related to decreased production and a $5 million increase in operating costs and expenses partially offset by a $4,434 million improvement in our settled derivative positions, a $502 million increase in working capital, a $41 million reduction in our current taxes, a $33 million decrease in interest expense, and a $5 million increase in our marketing margin.

•Net cash provided by operating activities, net of changes in working capital, provided 99% of our cash requirements for capital investments for the nine months ended September 30, 2023 and exceeded our cash requirements for capital investments for the nine months ended September 30, 2022. While we front-loaded our capital program into the earlier quarters of the year, we remain committed to our capital discipline strategy of investing within our cash flow from operations, net of changes in working capital.

Cash Flow from Investing Activities

•Total E&P capital investments increased $40 million for the nine months ended September 30, 2023, compared to the same period in 2022, primarily attributable to higher costs due to inflation.

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	For the nine months ended September 30,
(in millions)	2023		2022
Additions to properties and equipment	$	1,833	$	1,623
Adjustments for capital investments
Changes in capital accruals	(122)		44
Other (1)	3		5
Total capital investing	$	1,714	$	1,672

(1)Includes capitalized non-cash stock-based compensation and costs to retire assets, which are classified as cash used in operating activities.

Capital Investing

	For the three months ended September 30,				Increase/(Decrease)	For the nine months ended September 30,				Increase/(Decrease)
(in millions except percentages)	2023		2022			2023		2022
E&P capital investing	$	452	$	540	(16)%	$	1,709	$	1,669	2%
Other capital investing (1)	2		3		(33)%	5		3		67%
Total capital investing	$	454	$	543	(16)%	$	1,714	$	1,672	3%

(1)Other capital investing relates to information technology purchases for the three and nine months ended September 30, 2023.

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
E&P Capital Investments by Type:
Development and exploration, including workovers	$	374	$	471	$	1,471	$	1,446
Acquisition of properties	14		12		59		56
Other	14		4		30		13
Capitalized interest and expenses	50		53		149		154
Total E&P capital investments	$	452	$	540	$	1,709	$	1,669
E&P Capital Investments by Area:
Appalachia	$	233	$	237	$	784	$	716
Haynesville	208		301		901		942
Other E&P	11		2		24		11
Total E&P capital investments	$	452	$	540	$	1,709	$	1,669

	For the three months ended September 30,		For the nine months ended September 30,
	2023	2022	2023	2022
Gross Operated Well Count Summary:
Drilled	24	31	93	105
Completed	25	36	107	108
Wells to sales	23	31	109	105

Actual capital expenditure levels may vary significantly from period to period due to many factors, including drilling results, natural gas, oil and NGL prices, industry conditions, the prices and availability of goods and services, and the extent to which properties are acquired or non-strategic assets are sold.

Cash Flow from Financing Activities

•On February 26, 2023, we redeemed all of the outstanding 7.750% Senior Notes due 2027 at a redemption price equal to 103.875% of the principal amount thereof plus accrued and unpaid interest of $13 million for a total payment of $450 million. We recognized a $19 million loss on the extinguishment of debt, which included the write off of $3 million in related unamortized debt discounts and debt issuance costs. We funded the redemption using approximately $316 million of cash on hand and approximately $134 million of borrowings under our 2022 credit facility.

•For the nine months ended September 30, 2022, we fully redeemed our 4.10% Senior Notes due 2022 for $201 million and paid down additional aggregate principal balances on our senior notes of $65 million in principal and $6 million in premiums, paid down $4 million of our Term Loan B due 2027 and paid down $280 million on our 2022 credit facility.

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•For the nine months ended September 30, 2022, we repurchased approximately 13.6 million shares of our outstanding common stock pursuant to our previously announced share repurchase program at an average of $7.35 per share for a total cost of approximately $100 million.

We refer you to Note 10 of the consolidated financial statements included in this Quarterly Report for additional discussion of our outstanding debt and credit facilities.

Working Capital

We had negative working capital of $716 million at September 30, 2023, a $1,101 million increase from December 31, 2022, primarily attributable to a $1,289 million increase in the current mark-to-market value of our derivatives position related to commodity pricing declines, a decrease in our accounts payable of $518 million, a decrease in interest payable of $60 million, a decrease in other current liabilities of $48 million, and an increase in other current assets of $10 million. The increase was partially offset by a decrease in accounts receivable of $799 million, and a decrease in cash and cash equivalents of $24 million as compared to December 31, 2022. We believe that our existing cash and cash equivalents, our anticipated cash flows from operations and our available 2022 credit facility will be sufficient to meet our working capital and operational spending requirements.

Off-Balance Sheet Arrangements

We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of September 30, 2023, our material off-balance sheet arrangements and transactions include operating service arrangements. There are no other transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect our liquidity or availability of our capital resources. For more information regarding off-balance sheet arrangements, we refer you to “Contractual Obligations and Contingent Liabilities and Commitments” below for more information.

Contractual Obligations and Contingent Liabilities and Commitments

We have various contractual obligations in the normal course of our operations and financing activities. Other than the firm transportation and gathering agreements discussed below, there have been no material changes to our contractual obligations from those disclosed in our 2022 Annual Report.

Contingent Liabilities and Commitments

As of September 30, 2023, we had commitments for demand and similar charges under firm transportation and gathering agreements to guarantee access capacity on natural gas and liquids pipelines and gathering systems totaling approximately $9.7 billion, $1.2 billion of which related to access capacity on future pipeline and gathering infrastructure projects that still require the granting of regulatory approvals and/or additional construction efforts. This amount also included guarantee obligations of up to $825 million. As of September 30, 2023, future payments under non-cancelable firm transportation and gathering agreements are as follows:

	Payments Due by Period
(in millions)	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		5 to 8 years		More than 8 Years
Infrastructure currently in service	$	8,454	$	955	$	1,979	$	1,768	$	1,796	$	1,956
Pending regulatory approval and/or construction (1)	1,239		46		187		217		322		467
Total transportation charges	$	9,693	$	1,001	$	2,166	$	1,985	$	2,118	$	2,423

(1)Based on the estimated in-service dates as of September 30, 2023.

Prior to January 1, 2021, substantially all of our employees were covered by the defined benefit pension plan, a cash balance plan that provided benefits based upon a fixed percentage of an employee’s annual compensation (the “Plan”). As part of an ongoing effort to reduce costs, we elected to freeze the Plan effective January 1, 2021. Employees that were participants in the Plan prior to January 1, 2021 continued to receive the interest component of the Plan but no longer received the service component. On September 13, 2021, the Compensation Committee of the Board approved terminating the Plan, effective December 31, 2021. This decision, among other benefits, will provide Plan participants quicker access to, and greater flexibility in, the management of participants’ respective benefits due under the Plan.

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We have commenced the Plan termination process, and, on April 6, 2022, the Internal Revenue Service issued a favorable determination letter, concurring that the Plan met all of the qualification requirements under the Internal Revenue Code. In December 2022, we distributed approximately $38 million of the Plan’s assets to participants in the form of lump sum payments in connection with a limited distribution window provided to all active and former employee participants as part of the Plan termination process.

In March 2023, we entered into a group annuity contract with a qualified insurance company relating to the Plan. Under the group annuity contract, we purchased an irrevocable nonparticipating single premium group annuity contract from the insurer and transferred to the insurer the future benefit obligations and annuity administration for certain retirees and beneficiaries under the Plan.

Upon issuance of the group annuity contract, the pension benefit obligations and annuity administration for the remaining participants was irrevocably transferred from the Plan to the insurer. By transferring these obligations through the payment to the insurer in March 2023, we have no remaining obligations under the Plan or any other U.S. tax-qualified defined benefit pension plan. The purchase of the group annuity contract was funded directly by the assets of the Plan. We recognized a pre-tax non-cash pension settlement charge of approximately $2 million during the first nine months of 2023 as a result of the settlement of the Plan.

For the nine months ended September 30, 2023, we have not made contributions to the pension plan or postretirement benefit plans, and we do not expect to contribute additional funds to our pension plan during the remainder of 2023. We transferred the remaining residual pension asset balance of approximately $14 million to a qualified replacement plan in September 2023 and those funds are currently presented as cash and cash equivalents as of September 30, 2023. We recognized pension assets of approximately $15 million related to our pension plan benefits as of December 31, 2022. We recognized liabilities of approximately $10 million and $9 million related to our other postretirement benefits as of September 30, 2023 and December 31, 2022, respectively. See Note 13 to the consolidated financial statements included in this Quarterly Report for additional discussion about our pension and other postretirement benefits.

We are subject to various litigation, claims and proceedings that arise in the ordinary course of business, such as for alleged breaches of contract, miscalculation of royalties, employment matters, traffic incidents, pollution, contamination, encroachment on others’ property or nuisance. We accrue for such items when a liability is both probable and the amount can be reasonably estimated. Management believes that current litigation, claims and proceedings, individually or in aggregate and after taking into account insurance, are not likely to have a material adverse impact on our financial position, results of operations or cash flows, although it is possible that adverse outcomes could have a material adverse effect on our results of operations or cash flows for the period in which the effect of that outcome becomes reasonably estimable. Many of these matters are in early stages, so the allegations and the damage theories have not been fully developed, and are all subject to inherent uncertainties; therefore, management’s view may change in the future.

We are also subject to laws and regulations relating to the protection of the environment. Environmental and cleanup related costs of a non-capital nature are accrued when it is both probable that a liability has been incurred and when the amount can be reasonably estimated. Management believes any future remediation or other compliance related costs will not have a material effect on our financial position, results of operations or cash flows.

For further information, we refer you to “Litigation” and “Environmental Risk” in Note 11 to the consolidated financial statements included in Item 1 of Part I of this Quarterly Report.

Supplemental Guarantor Financial Information

As discussed in Note 10, in April 2022 the Company entered into the 2022 credit facility. Pursuant to requirements under the indentures governing our senior notes, each 100% owned subsidiary that becomes a guarantor of the 2022 credit facility is also required to become a guarantor of each of our senior notes (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries also granted liens and security interests to support their guarantees under the 2022 credit facility, but not of the senior notes. These guarantees are full and unconditional and joint and several among the Guarantor Subsidiaries. Certain of our operating units are accounted for on a consolidated basis do not guarantee the 2022 credit facility and senior notes.

The Company and the Guarantor Subsidiaries jointly and severally, and fully and unconditionally, guarantee the payment of the principal and premium, if any, and interest on the senior notes when due, whether at stated maturity of the senior notes, by acceleration, by call for redemption or otherwise, together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the holders of the senior notes.

SEC Regulation S-X Rule 13-01 requires the presentation of “Summarized Financial Information” to replace the “Condensed Consolidating Financial Information” required under Rule 3-10. Rule 13-01 allows the omission of Summarized Financial Information if assets, liabilities and results of operations of the Guarantor Subsidiaries are not materially different

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than the corresponding amounts presented in the consolidated financial statements of the Company. The Parent and Guarantor Subsidiaries comprise the material operations of the Company. Therefore, the Company concluded that the presentation of the Summarized Financial Information is not required as the Summarized Financial Information of the Company’s Guarantors is not materially different from our consolidated financial statements.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2022 Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from the volatility in commodity prices, basis differentials and interest rates, as well as service costs and credit risk concentrations. We use fixed price swaps, two-way costless collars, three-way costless collars, options (calls and puts), basis swaps, index swaps and interest rate swaps to reduce the volatility of earnings and cash flow due to fluctuations in the prices of natural gas, oil and certain NGLs along with interest rates. Our Board has approved risk management policies and procedures to utilize financial products for the reduction of defined commodity price risk. Utilization of financial products for the reduction of interest rate risks is also overseen by our Board. These policies prohibit speculation with derivatives and limit swap agreements to counterparties with appropriate credit standings.

Credit Risk

Our exposure to concentrations of credit risk consists primarily of trade receivables and derivative contracts associated with commodities trading. Concentrations of credit risk with respect to receivables are limited due to the large number of our purchasers and their dispersion across geographic areas. For the nine months ended September 30, 2023, one purchaser accounted for 14% of our revenues. For the year ended December 31, 2022, one purchaser accounted for 17% of our revenues. No other individual purchasers accounted for more than 10% of our revenues in either of these respective periods. A default on this account could have a material impact on the Company. See “Commodities Risk” below for discussion of credit risk associated with commodities trading.

Interest Rate Risk

As of September 30, 2023, we had approximately $3,743 million of outstanding senior notes with a weighted average interest rate of 5.46%, and $388 million of borrowings under our 2022 credit facility. As of September 30, 2023, we had long-term debt issuer ratings of BB+ by S&P, Ba1 by Moody’s and BB+ by Fitch Ratings. On September 1, 2021 S&P upgraded our bond rating to BB, and on January 6, 2022, S&P further upgraded our bond rating to BB+, which decreased the interest rate on the 2025 notes to 5.95%, beginning with coupon payments paid after January 2022. On May 31, 2022, Moody’s upgraded the Company’s bond rating to Ba1, which decreased the interest rate on the 2025 Notes from 5.95% to 5.70% with coupon payments paid after July 2022. Any further upgrades or downgrades in our public debt ratings by Moody’s or S&P could decrease or increase our cost of funds, respectively, as our 2025 Notes are subject to ratings driven changes.

	Expected Maturity Date
($ in millions except percentages)	2023			2024			2025			2026			2027			Thereafter			Total
Fixed rate payments (1)	$	—		$	—		$	389		$	—		$	—		$	3,354		$	3,743
Weighted average interest rate	—		%	—		%	5.70		%	—		%	—		%	5.43		%	5.46		%
Variable rate payments (1)	$	—		$	—		$	—		$	—		$	388		$	—		$	388
Weighted average interest rate	—		%	—		%	—		%	—		%	7.16		%	—		%	7.16		%

(1)Excludes unamortized debt issuance costs and debt discounts.

Commodities Risk

We use fixed price swap agreements and options to protect sales of our production against the inherent risks of adverse price fluctuations or locational pricing differences between a published index and the NYMEX futures market.  These swaps and options include transactions in which one party will pay a fixed price (or variable price) for a notional quantity in exchange for receiving a variable price (or fixed price) based on a published index (referred to as price swaps) and transactions in which parties agree to pay a price based on two different indices (referred to as basis swaps).

The primary market risks relating to our derivative contracts are the volatility in market prices and basis differentials for our production.  However, the market price risk is offset by the gain or loss recognized upon the related sale or purchase of the production that is financially protected. Credit risk relates to the risk of loss as a result of non-performance by our

52

counterparties. The counterparties are primarily major banks and integrated energy companies that management believes present minimal credit risks. The credit quality of each counterparty and the level of financial exposure we have to each counterparty are closely monitored to limit our credit risk exposure.  Additionally, we perform both quantitative and qualitative assessments of these counterparties based on their credit ratings and credit default swap rates where applicable.  We have not incurred any counterparty losses related to non-performance and do not anticipate any losses given the information we have currently.  However, we cannot be certain that we will not experience such losses in the future. The fair value of our derivative assets and liabilities includes a non-performance risk factor. We refer you to Note 7 and Note 9 of the consolidated financial statements included in this Quarterly Report for additional details about our derivative instruments and their fair value.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are the controls and other procedures that we have designed to ensure that we record, process, accumulate and communicate information to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and submission within the time periods specified in the SEC’s rules and forms. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation. Based on the evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of September 30, 2023 at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to “Litigation” and “Environmental Risk” in Note 11 to the consolidated financial statements included in Item 1 of Part I of this Quarterly Report for a discussion of the Company’s legal proceedings.

ITEM 1A. RISK FACTORS

There were no additions or material changes to our risk factors as disclosed in Item 1A of Part I in the Company’s 2022 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K promulgated by the SEC.

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Second Amended and Restated Bylaws

On November 1, 2023, the Company’s Board adopted and approved, effective as of such date, the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws, among other things:

•revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act related to the universal proxy rules at least eight business days prior to the date of such annual meeting;

•clarify the power of the Chair of the Board or the presiding officer of a stockholder meeting to adjourn any meeting of stockholders and the power of the Board to postpone any previously scheduled stockholder meeting;

•specify that, in addition to the Chair of the Board or President of the Company, special meetings of the Board may be called only by a majority of the Board rather than by any two directors; and

•make certain administrative, modernizing, clarifying and confirming changes, including (i) making updates to reflect recent amendments to the Delaware General Corporation Law; (ii) adopting emergency bylaws; (iii) clarifying that for the applicability of the majority voting standard for uncontested elections of directors, an election remains “contested” (and the plurality voting standard applies) even if the Board determines that a stockholder’s nomination notice does not comply with the advance notice bylaws; (iv) clarifying that meetings of stockholders may, in addition to or instead of a physical meeting, be held by means of remote communication (including virtually) as provided under applicable Delaware law; and (v) adopting gender-neutral terms when referring to particular positions, offices or title holders, including the adoption of the title Chair of the Board in place of Chairman of the Board.

The foregoing description of the Second Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Second Amended and Restated Bylaws, which is filed as Exhibit 3.4 to this Quarterly Report and is incorporated herein by reference.

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ITEM 6. EXHIBITS

(2.1)	Agreement and Plan of Merger, dated August 12, 2020, by and among Southwestern Energy Company and Montage Resources Corporation (Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K/A filed on August 12, 2020).
(2.2)	Agreement and Plan of Merger, dated June 1, 2021, by and among Southwestern Energy Company, Ikon Acquisition Company, LLC, Indigo Natural Resources LLC, and Ibis Unitholder Representative, LLC solely in its capacity as the Unitholder Representative (Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on June 2, 2021).
(2.3)	Agreement and Plan of Merger, dated November 3, 2021, by and among Southwestern Energy Company, Mustang Acquisition Company, LLC, GEP Haynesville, LLC, and GEPH Unitholder Rep, LLC solely in its capacity as the Unitholder Representative (Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on November 5, 2021).
(3.1)	Amended and Restated Certificate of Incorporation of Southwestern Energy Company (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 24, 2010).
(3.2)	Certificate of Amendment of the Amended and Restated Certificate of Incorporation, dated September 1, 2021 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed September 1, 2021).
(3.3)	Certificate of Amendment No. 2 of the Amended and Restated Certificate of Incorporation, dated May 18, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 22, 2023).
(3.4)*	Second Amended and Restated Bylaws of Southwestern Energy Company, as amended through November 1, 2023.
(31.1)*	Certification of CEO filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)*	Certification of CFO filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)**	Certification of CEO furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)**	Certification of CFO furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101.INS)	Inline Interactive Data File Instance Document
(101.SCH)	Inline Interactive Data File Schema Document
(101.CAL)	Inline Interactive Data File Calculation Linkbase Document
(101.LAB)	Inline Interactive Data File Label Linkbase Document
(101.PRE)	Inline Interactive Data File Presentation Linkbase Document
(101.DEF)	Inline Interactive Data File Definition Linkbase Document
(104.1)	Cover Page Interactive Data File – the cover page from this Quarterly Report on Form 10-Q, formatted in inline XBRL (included within the Exhibit 101 attachments)

* Filed herewith

** Furnished herewith

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 thereunto duly authorized.

		SOUTHWESTERN ENERGY COMPANY
		Registrant
Dated:	November 2, 2023	/s/ CARL F. GIESLER, JR.
		Carl F. Giesler, Jr. Executive Vice President and Chief Financial Officer

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EX-3.4

SECOND AMENDED AND RESTATED

BYLAWS

OF

SOUTHWESTERN ENERGY COMPANY

(A Delaware Corporation)

As Amended through November 1, 2023

SECOND AMENDED AND RESTATED

BYLAWS

OF

SOUTHWESTERN ENERGY COMPANY

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

1.1    Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

1.2    Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors of the Corporation (hereinafter, the “Board”) may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1    Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board and may be conducted solely or partially by means of electronic communication.

2.2    Annual Meetings. The Annual Meeting of Stockholders of the Corporation (the “Annual Meeting”) for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board. Any other proper business may be transacted at the Annual Meeting. The Board may postpone, reschedule, recess or cancel any previously scheduled Annual Meeting.

2.3    Director Nominations and Business Proposals at Meetings of Stockholders.

(i) Annual Meeting of Stockholders.

(a)    No nominations of persons for election to the Board or proposals of business other than nominations may be transacted at an Annual Meeting, unless such nominations or other business are either (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), (2) otherwise properly brought before the Annual Meeting by or at the direction of the Board (or any duly authorized

committee thereof), (3) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.3, on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and at the time of such Annual Meeting, (B) who is entitled to vote at such Annual Meeting and (C) who complies with the notice procedures set forth in this Section 2.3, or (4) made by one or more Eligible Stockholders (as defined below) pursuant to and in accordance with Section 2.17 of these Bylaws of the Corporation (these “Bylaws”).

(b)    In addition to any other applicable requirements, for nominations or other business to be properly brought before an Annual Meeting by a stockholder of record pursuant to clause (3) of paragraph (i)(a) of this Section 2.3, the stockholder of record bringing the notice (the “Noticing Stockholder”) must have delivered (as defined below) timely notice thereof in proper written form to the Secretary of the Corporation at the principal executive offices of the Corporation, and any such proposed business other than nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, the Noticing Stockholder’s notice to the Secretary must be delivered to the principal executive offices of the Corporation not later than the close of business (as defined below) on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the Noticing Stockholder in order to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the Annual Meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the Annual Meeting or the tenth (10th) day following the day on which public announcement (as defined below) of the date of the Annual Meeting is first made by the Corporation. Public announcement of an adjournment, recess, rescheduling or postponement of an Annual Meeting shall not commence a new time period (or extend any time period) for the giving of a Noticing Stockholder’s notice. Notwithstanding anything in this paragraph (i)(b) to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Corporation naming all of the nominees for director proposed by the Board or specifying the size of the increased Board at least ten (10) days prior to the last day a Noticing Stockholder may deliver a notice of nominations in accordance with the second sentence of this paragraph (i)(b), a Noticing Stockholder’s notice required by this Section 2.3(i) shall also be considered timely, but only with respect to proposed nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which a public announcement of such increase is first made by the Corporation.

(c)    To be in proper written form, the Noticing Stockholder’s notice must also set forth:

(1) as to each person whom the Noticing Stockholder proposes to nominate for election or re-election as a director (A) the name, age, business address and residence address of the person, (B) a complete biography and statement of such person’s qualifications, including the principal occupation or employment of the person (at present and for the past five (5) years), (C) the Specified Information (as defined below) for the person and any member of the immediate family of the

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person, or any affiliate or associate (as such terms are defined below) of the person, or any person acting in concert therewith, (D) the amount and nature of any direct or indirect economic or financial interest, if any, of the person, or of any immediate family member of such person, in any funds or vehicles managed by, under common management with or affiliated with any Holder or Stockholder Associated Person, (E) a complete and accurate description of all direct and indirect compensation and other monetary or non-monetary agreements, arrangements and understandings (whether written or oral) existing presently, that existed during the past three (3) years or were offered during the past three (3) years (whether accepted or declined), and any other material relationships, between or among the Holders or any Stockholder Associated Person, on the one hand, and the person, and any member of the immediate family of the person, and the person’s respective affiliates and associates, or others acting in concert therewith, or any other person or persons, on the other hand (including the names of such persons) and all biographical, related party transaction and other information that would be required to be disclosed pursuant to the federal and state securities laws, including Rule 404 promulgated under Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), if any Holder or any Stockholder Associated Person were the “registrant” for purposes of such rule and such person were a director or executive officer of such registrant, (F) information relevant to a determination of whether the person can be considered an independent director, (G) any other information relating to the person that would be required to be disclosed in a proxy statement or any other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election (as defined in Section 2.8 of this Article II) or that is otherwise required pursuant to and in accordance with Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (including such person’s written consent to being named in proxy statements as a proposed nominee of the Noticing Stockholder and to serving as a director if elected) and (H) a completed and signed questionnaire, representation and agreement and all other information required by paragraph (i)(c)(5) of this Section 2.3.

(2) as to any other business that the Noticing Stockholder proposes to bring before the meeting (A) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment), and (C) a description of all agreements, arrangements and understandings between each Holder and any Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business by the Noticing Stockholder and any material interest of each such Holder or any Stockholder Associated Person in such business.

(3) as to the Noticing Stockholder and the beneficial owner, if any, on whose behalf the nomination is made or the other business is being proposed (collectively with the Noticing Stockholder, the “Holders” and each a “Holder”): (A) the name and address of each Holder, as the name and address appear on the Corporation’s books, and the name and address of each Stockholder Associated Person, if any, (B) (I) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, held of record or owned beneficially by each Holder and any Stockholder Associated Person (provided that, for the purposes of this Section 2.3, any such person shall in all events be deemed to beneficially own any shares of stock of the Corporation as to

3

which such person has a right to acquire beneficial ownership at any time in the future (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both)), (II) any short position, profits interest, option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the Holder and any Stockholder Associated Person may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned or held, including beneficially, by each Holder and any Stockholder Associated Person, (III) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which each Holder and any Stockholder Associated Person has any right to vote or has granted a right to vote any shares of stock or any other security of the Corporation, (IV) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving any Holder or any Stockholder Associated Person, on the one hand, and any person acting in concert therewith, on the other hand, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Holder or any Stockholder Associated Person with respect to any class or series of the shares or other securities of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares or other securities of the Corporation (any of the foregoing, a “Short Interest”), and any Short Interest held by each Holder or any Stockholder Associated Person within the last twelve (12) months in any class or series of the shares or other securities of the Corporation, (V) any rights to dividends or payments in lieu of dividends on the shares of the Corporation owned beneficially by each Holder or any Stockholder Associated Person that are separated or separable from the underlying shares of stock or other security of the Corporation, (VI) any proportionate interest in shares of stock or other securities of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or other entity in which any Holder or any Stockholder Associated Person is a general partner or directly or indirectly beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or other entity, (VII) any performance-related fees (other than an asset-based fee) that each Holder or any Stockholder Associated Person is or may be entitled to based on any increase or decrease in the value of stock or other securities of the Corporation or Derivative Instruments, if any,

4

including without limitation, any such interests held by members of the immediate family sharing the same household of such Holder or any Stockholder Associated Person, (VIII) any direct or indirect legal, economic or financial interest (including Short Interest) of each Holder and each Stockholder Associated Person, if any, in the outcome of any (x) vote to be taken at any Annual or Special Meeting of Stockholders of the Corporation or (y) any meeting of stockholders of any other entity with respect to any matter that is related, directly or indirectly, to any nomination or business proposed by any Holder under these Bylaws, (IX) any direct or indirect legal, economic or financial interest or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by each Holder or any Stockholder Associated Person, (X) any direct or indirect interest of each Holder or any Stockholder Associated Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement); and (XI) any material pending or threatened action, suit or proceeding (whether civil, criminal, investigative, administrative or otherwise) in which any Holder or any Stockholder Associated Person is, or is reasonably expected to be made, a party or material participant involving the Corporation or any of its officers, directors or employees, or any affiliate of the Corporation, or any officer, director or employee of such affiliate (subclause (i)(c)(3)(B) of this Section 2.3 shall be referred to as the “Specified Information”), (C) a representation by the Noticing Stockholder that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting, will continue to be a stockholder of record of the Corporation entitled to vote at such meeting through the date of such meeting and intends to appear in person or by proxy at the meeting to propose such nomination or other business, (D) any other information relating to each Holder and each Stockholder Associated Person, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election (as defined in Section 2.8 of this Article II) pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (E) a representation by the Noticing Stockholder as to whether any Holder and/or any Stockholder Associated Person intends or is part of a group which intends: (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the proposed nominee or approve or adopt the other business being proposed and/or (y) otherwise to solicit proxies from stockholders in support of such nomination or other business, (F) a certification by the Noticing Stockholder that each Holder and any Stockholder Associated Person has complied with all applicable federal, state and other legal requirements in connection with its acquisition of shares of capital stock or other securities of the Corporation and/or such person’s acts or omissions as a stockholder of the Corporation, (G) with respect to any nomination, the statement required by Rule 14a-19(b)(3) of the Exchange Act (or any successor provision), (H) the names and addresses of other stockholders (including beneficial owners) known by any Holder or Stockholder Associated Person to support such proposals and/or nominations, and to the extent known the class or series and number of all shares of the Corporation’s capital stock owned beneficially or of record by each such other stockholder or other beneficial owner, and (I) a representation by the Noticing Stockholder as to the accuracy of the information set forth in the notice.

(4) The Corporation may also, as a condition to any such nomination or business being deemed properly brought before a meeting of stockholders, require any Holder or any proposed

5

nominee to deliver to the Secretary, within five (5) Business Days (as defined below) of any such request, such other information as may reasonably be requested by the Corporation, including (A) such other information as may be reasonably required by the Board, in its sole discretion, to determine (x) the eligibility of such proposed nominee to serve as a director of the Corporation, and (y) whether such proposed nominee qualifies as an “independent director” or “audit committee financial expert,” or otherwise meets heightened standards of independence, under applicable law, securities exchange rule or regulation or any publicly disclosed corporate governance guidelines or committee charter of the Corporation (collectively, the “Independence Standards”) and (B) such other information that the Board determines, in its sole discretion, could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

(5) In addition to the other requirements of this Section 2.3, each person who a Noticing Stockholder proposes to nominate for election or re-election as a director of the Corporation must deliver in writing (in accordance with the time periods prescribed for delivery of notice under this Section 2.3) to the Secretary at the principal executive offices of the Corporation (A) a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five (5) Business Days of such written request) and (B) a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified by name within five (5) Business Days of such written request) that such person (I) is not and will not become a party to (x) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (solely for purposes of this Section 2.3, a “Voting Commitment”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (II) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, (III) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable rules of the exchanges upon which the securities of the Corporation are listed and all applicable publicly disclosed corporate governance, business conduct, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, and (IV) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a director of the Corporation.

(ii) Special Meetings of Stockholders. Only such business shall be conducted at a Special Meeting of Stockholders (a “Special Meeting”) as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a Special Meeting at which directors are to be elected pursuant to the Corporation’s notice of meeting: (a) by or at the direction of the Board or (b) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation (1)

6

who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.3, on the record date for the determination of stockholders entitled to notice of and to vote at such Special Meeting and at the time of such Special Meeting, (2) who is entitled to vote at such Special Meeting and (3) who complies with the notice procedures set forth in this Section 2.3. In the event the Corporation calls a Special Meeting for the purpose of electing one or more directors to the Board, a Noticing Stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the Noticing Stockholder delivers a notice that includes the information with respect to such nomination(s) at such Special Meeting that would have been required under paragraphs (i)(b) and (i)(c) of this Section 2.3 with respect to an Annual Meeting to the Secretary at the principal executive offices of the Corporation in proper written form not earlier than the close of business on the one hundred twentieth (120th) day prior to the Special Meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the Special Meeting or the tenth (10th) day following the day on which public announcement is first made by the Corporation of the date of the Special Meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment, recess, rescheduling or postponement of a Special Meeting commence a new time period (or extend any time period) for the giving of a Noticing Stockholder’s notice as described above.

(iii) General.

(a)    Only such persons who are nominated in accordance with the procedures set forth in subsections (i) and (ii) of this Section 2.3 (in the case of an Annual or Special Meeting) or Section2.17 (solely in the case of an Annual Meeting) shall be eligible for election to serve as directors, and only such other business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.3. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Chair of the Board shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws. If any proposed nomination or other business was not made or proposed in compliance with these Bylaws, the chair of the meeting of stockholders shall have the power and duty to declare to the meeting that any such nomination or other business was not properly brought before the meeting and in accordance with the provisions of these Bylaws, and that such nomination or other business not properly brought before the meeting shall be disregarded and/or shall not be transacted.

(b)    Nothing in these Bylaws shall be deemed to affect any rights (1) of the holders of any class or series of stock having a preference over the common stock of the Corporation as to dividends or upon liquidation to elect directors under specified circumstances, or (2) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(c)    In addition, to be considered timely, a Noticing Stockholder’s notice shall be further updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is

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ten (10) Business Days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) Business Days after the later of the record date for the meeting or the date such record date is first publicly disclosed in the case of the update and supplement required to be made as of the record date, and not later than eight (8) Business Days prior to the date for the meeting or any adjournment, recess, rescheduling or postponement thereof in the case of the update and supplement required to be made as of ten (10) Business Days prior to the meeting. In addition, if the Noticing Stockholder has delivered to the Corporation a notice relating to the nomination of directors, the Noticing Stockholder shall deliver to the Corporation not later than eight (8) Business Days prior to the date of the meeting or any adjournment, recess, rescheduling or postponement thereof reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act (or any successor provision). For the avoidance of doubt, the obligation to update and supplement set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or under any other provision of these Bylaws or enable or be deemed to permit a stockholder who has previously submitted notice hereunder or under any other provision of these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of the stockholders.

(d)    Notwithstanding anything to the contrary in these Bylaws, if the Noticing Stockholder (or a qualified representative of the Noticing Stockholder) does not appear at the Annual or Special Meeting, as applicable, to present a nomination or other business, such nomination shall be disregarded and such other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.3, to be considered a “qualified representative” of the Noticing Stockholder, a person must be authorized by a document authorizing another person or persons to act for such stockholder as proxy at the meeting of stockholders and such person must produce the document or a reliable reproduction of such document at the meeting of stockholders. A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder. If it is determined that such transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which such inspectors or such persons relied.

For purposes of these Bylaws,

(A)    “affiliate” shall have the meaning attributed to such term in Rule 12b-2 under the

    Exchange Act;

(B)    “associate” shall have the meaning attributed to such term in Rule 12b-2 under the

    Exchange Act;

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(C)    “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or Houston, Texas are authorized or obligated by law or executive order to close;

(D)    “close of business” on a particular day means 5:00 p.m. local time at the principal executive offices of the Corporation, and, if an applicable deadline falls on the close of business on a day that is not a Business Day, then the applicable deadline shall be deemed to be the close of business on the immediately preceding Business Day;

(E)    “delivered” means, solely for purposes of this Section 2.3, both (1) hand delivery, overnight courier service or sent and received by certified or registered mail, return receipt requested, in each case, to the Secretary of the Corporation at the principal executive offices of the Corporation and (2) electronic mail to the Secretary of the Corporation;

(F)    “immediate family member” means a person’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and anyone (other than a tenant or employee) sharing the household of such person;

(G)    “public announcement” or “publicly announced” means disclosure (1) in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, as reported by the Dow Jones News Service, Associated Press or a comparable national news service, or is generally available on internet news sites or (2) in a document publicly filed by the Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act; and

(H)    “Stockholder Associated Person” of any Holder means (1) any person acting in concert with such Holder, (2) any person controlling, controlled by or under common control with such Holder or any of the Holder’s respective affiliates and associates (each, as defined in Rule 12b-2 under the Exchange Act), or any person acting in concert therewith and (3) any immediate family member of such Holder or an affiliate or associate of such Holder.

2.4    Special Meetings. Unless otherwise required by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chair of the Board, (ii) the President, (iii) the Secretary or (iv) the Board, and shall be called by the Secretary, subject to compliance with the terms of this Section 2.4, upon the written request of holders having an aggregate “net long position” of not less than twenty percent (20%) of the outstanding shares of the Corporation’s common stock as of the date of such request (“Special Meeting Request”). “Net long position” shall be determined with respect to each requesting holder in accordance with the definition thereof set forth in Rule 14e-4 under the Securities Exchange Act of 1934, provided that (x) for purposes of such definition, in determining such holder’s “short

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position,” the reference in such Rule to “the date the tender offer is first publicly announced or otherwise made known by the bidder to the holders of the security to be acquired” shall be the date of the relevant Special Meeting Request and the reference to the “highest tender offer price or stated amount of the consideration offered for the subject security” shall refer to the closing sales price of the Corporation’s common stock on the New York Stock Exchange on such date (or, if such date is not a trading day, the next succeeding trading day) and (y) the net long position of such holder shall be reduced by the number of shares as to which such holder does not, or will not, have the right to vote or direct the vote at the Special Meeting or as to which such holder has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. Whether the requesting holders have complied with the requirements of this Article and related provisions of these Bylaws shall be determined in good faith by the Board, which determination shall be conclusive and binding on the Corporation and the stockholders. At a Special Meeting, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto); provided, that nothing herein shall prohibit the Board from submitting matters to the stockholders at any Special Meeting.

Notwithstanding the foregoing, a Special Meeting shall not be held if (i) the Special Meeting request relates to an item of business that is not a proper subject for stockholder action under applicable law, (ii) the Special Meeting request is delivered during the period commencing ninety (90) days prior to the first anniversary of the date of the notice of Annual Meeting for the immediately preceding Annual Meeting and ending on the earlier of (x) the date of the next Annual Meeting and (y) thirty (30) calendar days after the first anniversary of the date of the immediately preceding Annual Meeting, (iii) an identical or substantially similar item (as determined in good faith by the Board, a “Similar Item”), other than the election of directors, was presented at a meeting of the stockholders held not more than twelve (12) months before the Special Meeting request is delivered, (iv) a Similar Item was presented at a meeting of the stockholders held not more than ninety (90) days before the Special Meeting request is delivered (and, for purposes of this clause (iv), the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors) or (v) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a stockholder meeting that has been called by the time the Special Meeting request is delivered but not yet held.

Upon the written request of any stockholders who have called a Special Meeting, it shall be the duty of the Secretary of the Corporation to fix the date of the Special Meeting, which shall be held at such date and time as the Secretary may fix, not less than fifteen (15) nor more than sixty (60) days after the receipt of the request (provided that such request complies with all applicable provisions of these Bylaws), and to give due notice thereof in accordance with the applicable provisions of these Bylaws.

2.5    Notice. Whenever stockholders are required or permitted to take any action at a meeting, a timely written notice or electronic transmission, in the manner provided in Section 232 of the DGCL, of the meeting shall be given which shall state the place, date and hour of the meeting, and the means of electronic communication, if any, by which shareholders and proxyholders may be deemed to be present in person and participate in the proceedings of the meeting (including to and

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vote or grant proxies at such meeting), the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a Special Meeting, at whose direction the meeting is called and the purpose or purposes for which the meeting is called shall be mailed to or transmitted electronically by the Secretary of the Corporation to each stockholder of record entitled to vote thereat. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient (i) if given by mail, when the notice is deposited in the U.S. mail, postage prepaid, (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (iii) by electronic transmission to the extent permitted by the General Corporation Laws of the State of Delaware (the “DGCL”). Any notice required to be given under these Bylaws may be waived by the person entitled thereto. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

2.6    Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are (i) announced at the meeting at which the adjournment is taken, (ii) displayed during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Article VI hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

2.7    Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the Chair of the Board or the presiding officer of the meeting or a majority of the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.6 hereof, until a quorum shall be present or represented.

2.8    Voting.

(a)     Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question, action or matter, with the exception of the election of directors, brought before any meeting of the stockholders shall be decided by a majority of the votes cast on the question, action, or matter, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 2.11 of this Article II, each stockholder represented at a

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meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 2.9 of this Article II. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(b)     Except as otherwise provided in the Certificate of Incorporation, a nominee for director shall be elected to the Board of Directors by stockholders if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (and neither abstentions nor broker non-votes shall count as votes cast for or against a nominee’s election); provided, however, that directors shall be elected by a plurality of the votes cast in any “contested election.” A “contested election” means any election of directors by the stockholders for which (i) the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors, which notice purports to be in compliance with the advance notice requirements for stockholder nominations set forth in these Bylaws, irrespective of whether the Board at any time determines that any such notice is not in compliance with such requirements, and (ii) such nomination has not been withdrawn on or before the 10th day before the Corporation first mails its initial proxy statement in connection with such election of directors. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee but instead will be permitted to withhold a vote from a nominee. Any election that is not a contested election is an “uncontested election.”

2.9    Proxies. Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(a)    A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(b)    A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. If it is determined that such electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

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(c)    Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

2.10    List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of ten (10) days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.

2.11    Record Date.

(a)     In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)    The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting shall be established pursuant to this Section 2.11(b). In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice delivered to the Secretary at the principal executive offices of the Corporation, request that the Board fix a record date. To be valid and effective, the written notice must set forth the action or actions proposed to be taken by written consent and must be received by the Secretary at the principal executive offices of the Corporation.

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The Board shall promptly, but in all events within ten (10) days after the date on which such written notice is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board pursuant to the first sentence of this Section 2.11(b)). If no record date has been fixed by the Board within ten (10) days after the date on which such written notice is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by applicable law, shall be the first date after the expiration of such ten day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by the DGCL. If no record date has been fixed by the Board, and prior action by the Board is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board adopts the resolution taking such prior action.

2.12    Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.10 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

2.13    Conduct of Meetings. The Board of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the Chair of the Board or the presiding officer of any meeting of the stockholders shall have the right and authority to convene and (for any reason or no reason) to recess or to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding officer, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the Chair of the Board or the presiding officer of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding officer of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; (vi) limitations on the time allotted to questions or comments by participants; and (vii) restrictions on the use of cell phones, audio or video recording devices and similar devices at the meeting.

2.14    Inspectors of Election. In advance of any meeting of the stockholders, the Board, by resolution, the Chair of the Board or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the presiding officer of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the

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duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

2.15    Certain Matters Relating to Stockholder Proposals. Without limiting the applicability of Sections 2.3 and 2.17, a stockholder who seeks to have any proposal included in the Corporation’s proxy materials must provide notice as required by and otherwise comply with the applicable requirements of the rules and regulations under the Exchange Act. Except for the immediately preceding sentence, nothing in Section 2.3 or 2.17 shall be deemed to affect any rights of (i) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act; or (ii) the holders of any class or series of preferred stock of the Corporation, voting as a class separately from the holders of common stock, to elect directors pursuant to any applicable provisions of such class or series preferred stock or the Certificate of Incorporation.

2.16    Inspectors of Written Consent. In the event of the delivery, in the manner provided by Section 2.11(b) of these Bylaws and applicable law, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with Section 2.11(b) and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Section 2.16 shall in any way be construed to suggest or imply that the Board or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

2.17    Proxy Access.

(a)    Whenever the Board solicits proxies with respect to the election of directors at an Annual Meeting, subject to the provisions of this Section 2.17, the Corporation shall include in its proxy statement for such Annual Meeting, in addition to any persons nominated for election by or at the direction of the Board (or any duly authorized committee thereof), the name, together with the Required Information (as defined below), of any person nominated for election (the “Stockholder Nominee”) to the Board by a stockholder or group of no more than twenty (20) stockholders (counting as one stockholder, for this purpose, any two (2) or more funds that are part of the same Related Fund Group (as defined below)) that satisfies the requirements of this Section 2.17 (such stockholder or stockholders, the “Eligible Stockholder”) and that expressly elects at the time of providing the notice required by this Section 2.17 to have such nominee included in the Corporation’s proxy materials pursuant to this Section 2.17. For purposes of this Section 2.17, the

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“Required Information” that the Corporation will include in its proxy statement is (i) the information provided to the Secretary of the Corporation concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder and (ii) if the Eligible Stockholder so elects, a Supporting Statement (as defined in Section 2.17(g) hereof). Subject to the provisions of this Section 2.17, the name of any Stockholder Nominee included in the Corporation’s proxy statement for an Annual Meeting shall also be set forth on the form of proxy distributed by the Corporation in connection with such Annual Meeting.

(b)    In addition to any other applicable requirements, for a Stockholder Nominee to be eligible for inclusion in the Corporation’s proxy materials pursuant to this Section 2.17, the Eligible Stockholder must give timely notice of such nomination (the “Notice of Proxy Access Nomination”) in proper written form to the Secretary of the Corporation. To be timely, the Notice of Proxy Access Nomination must be delivered to and received by the Secretary of the Corporation at the principal executive offices of the Corporation not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date that the Corporation first distributed its proxy statement to stockholders for the previous year’s Annual Meeting. In no event shall any adjournment or postponement of an Annual Meeting or the public announcement thereof commence a new time period for the giving of a Notice of Proxy Access Nomination pursuant to this Section 2.17.

(c)    The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be included in the Corporation’s proxy materials with respect to an Annual Meeting shall not exceed the greater of (i) two (2) or (ii) twenty percent (20%) of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Section 2.17 (the “Final Proxy Access Nomination Date”) or, if such amount is not a whole number, the closest whole number below twenty percent (20%) (such number, as it may be adjusted pursuant to this Section 2.17(c), the “Permitted Number”). In the event that one or more vacancies for any reason occurs on the Board after the Final Proxy Access Nomination Date but before the date of the Annual Meeting and the Board resolves to reduce the size of the Board in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced. In addition, the Permitted Number shall be reduced by (x) the number of individuals who will be included in the Corporation’s proxy materials as nominees recommended by the Board pursuant to an agreement, arrangement or other understanding with a stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of stock from the Corporation by such stockholder or group of stockholders) and (y) the number of directors in office as of the Final Proxy Access Nomination Date who were included in the Corporation’s proxy materials as Stockholder Nominees for any of the three (3) preceding Annual Meetings (including any persons counted as Stockholder Nominees pursuant to clause (B) of the next sentence) and whom the Board decides to nominate for re-election to the Board. For purposes of determining when the Permitted Number has been reached, each of the following persons shall be counted as one of the Stockholder Nominees: (A) any individual nominated by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 2.17 whose nomination is subsequently withdrawn and (B) any individual nominated by an Eligible Stockholder for inclusion in the

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Corporation’s proxy materials pursuant to this Section 2.17 whom the Board decides to nominate for election to the Board. Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 2.17 shall rank such Stockholder Nominees based on the order in which the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy materials in the event that the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 2.17 exceeds the Permitted Number. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 2.17 exceeds the Permitted Number, the highest ranking Stockholder Nominee who meets the requirements of this Section 2.17 from each Eligible Stockholder will be selected for inclusion in the Corporation’s proxy materials until the Permitted Number is reached, going in order of the amount (largest to smallest) of shares of common stock of the Corporation each Eligible Stockholder properly disclosed as owned in its Notice of Proxy Access Nomination (as determined by the Corporation). If the Permitted Number is not reached after the highest ranking Stockholder Nominee who meets the requirements of this Section 2.17 from each Eligible Stockholder has been selected, then the next highest ranking Stockholder Nominee who meets the requirements of this Section 2.17 from each Eligible Stockholder will be selected for inclusion in the Corporation’s proxy materials, and this process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

(d)    To make a nomination pursuant to this Section 2.17, an Eligible Stockholder must have owned (as defined below) at least three percent (3%) of the Corporation’s outstanding common stock (the “Required Shares”) continuously for at least three (3) years (the “Minimum Holding Period”) as of both the date the Notice of Proxy Access Nomination is delivered to or mailed and received by the Secretary of the Corporation in accordance with this Section 2.17 and the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting, and must continue to own the Required Shares through the date of the Annual Meeting. For purposes of this Section 2.17, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of common stock of the Corporation as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (y) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar instrument or agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares and/or (2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or affiliate, but not including any hedging across a broad multi-industry investment portfolio solely with respect to currency risk, interest-rate risk or, using a broad multi-industry index-based hedge, equity risk. A stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the

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stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares shall be deemed to continue during any period in which (i) the stockholder has loaned such shares, provided that the stockholder has the power to recall such loaned shares on five (5) Business Days’ notice and includes in the Notice of Proxy Access Nomination an agreement that it (A) will promptly recall such loaned shares upon being notified that any of its Stockholder Nominees will be included in the Corporation’s proxy materials and (B) will continue to hold such recalled shares through the date of the Annual Meeting or (ii) the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. For purposes of this Section 2.17, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act. For purposes of this Section 2.17, the term “Related Fund Group” means two or more collective investment funds that hold themselves out to investors as related funds for purposes of investment and investor services or are sponsored by the same employer. For the avoidance of doubt, no shares may be attributed as owned by more than one person constituting an Eligible Stockholder under this Section 2.17, and no person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section 2.17.

(e)    To be in proper written form for purposes of this Section 2.17, the Notice of Proxy Access Nomination must include or be accompanied by the following:

(i)    a written statement signed by the Eligible Stockholder certifying as to the number of shares such Eligible Stockholder owns and has owned continuously during the Minimum Holding Period and the Eligible Stockholder’s agreement to provide, within five (5) Business Days following the later of the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or the date notice of the record date is first publicly disclosed, a written statement by the Eligible Stockholder certifying as to the number of shares such Eligible Stockholder owns and has continuously owned through the record date;

(ii)    one or more written statements from the record holder of the Required Shares (and from each intermediary through which the Required Shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven (7) calendar days prior to the date the Notice of Proxy Access Nomination is delivered to and received by the Secretary of the Corporation, the Eligible Stockholder owns, and has owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Stockholder’s agreement to provide, within five (5) Business Days following the later of the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or the date notice of the record date is first publicly disclosed, one or more written statements from the record holder and such intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date;

(iii)    a copy of the Schedule 14N that has been or is concurrently being filed with the United States Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act;

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(iv)    the information, representations and agreements that would be required to be set forth in a stockholder’s notice of a nomination pursuant to Section 2.3 of these Bylaws (including the written consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected and the completed and signed questionnaire, representation and agreement identified in Section 2.3 of these Bylaws);

(v)    a representation and agreement that the Eligible Stockholder (A) will continue to hold the Required Shares through the date of the Annual Meeting, (B) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (C) has not nominated and will not nominate for election to the Board at the Annual Meeting any person other than the Stockholder Nominee(s) it is nominating pursuant to this Section 2.17, (D) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the Annual Meeting other than its Stockholder Nominee(s) or a nominee of the Board, (E) has not distributed and will not distribute to any stockholder of the Corporation any form of proxy for the Annual Meeting other than the form distributed by the Corporation, (F) has complied and will comply with all laws and regulations applicable to solicitations and the use, if any, of soliciting material in connection with the Annual Meeting and (G) has provided and will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(vi)    a representation as to the Eligible Stockholder’s intentions with respect to continuing to own the Required Shares for at least one year following the Annual Meeting;

(vii)    an agreement that the Eligible Stockholder (A) assumes all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation, (B) will indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 2.17 and (C) will file with the Securities and Exchange Commission any solicitation or other communication with the stockholders of the Corporation relating to the Annual Meeting at which its Stockholder Nominee(s) will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act;

(viii)    in the case of a nomination by a group of stockholders together constituting an Eligible Stockholder, the designation by all group members of one member of the group that is authorized to receive communications, notices and inquiries from the Corporation and to act on

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behalf of all members of the group with respect to all matters relating to the nomination under this Section 2.17 (including withdrawal of the nomination); and

(ix)    in the case of a nomination by a group of stockholders together constituting an Eligible Stockholder in which two or more funds that are part of the same Related Fund Group are counted as one stockholder for purposes of qualifying as an Eligible Stockholder, documentation reasonably satisfactory to the Corporation that demonstrates that the funds are part of the same Related Fund Group.

(f)    In addition to the information required pursuant to Section 2.17(e) or any other provision of these Bylaws, the Corporation may require (i) any proposed Stockholder Nominee to furnish any other information (x) that may reasonably be required by the Corporation to determine whether the Stockholder Nominee would be independent under the Independence Standards (y) that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such Stockholder Nominee or (z) that may reasonably be required by the Corporation to determine the eligibility of such Stockholder Nominee to serve as a director of the Corporation and (ii) the Eligible Stockholder to furnish any other information that may reasonably be required by the Corporation to verify the Eligible Stockholder’s continuous ownership of the Required Shares for the Minimum Holding Period.

(g)    The Eligible Stockholder may, at its option, provide to the Secretary of the Corporation, at the time the Notice of Proxy Access Nomination is provided, a written statement, not to exceed five hundred (500) words, in support of the Stockholder Nominee(s)’ candidacy (a “Supporting Statement”). Only one Supporting Statement may be submitted by an Eligible Stockholder (including any group of stockholders together constituting an Eligible Stockholder) in support of its Stockholder Nominee(s), regardless of the number of its Stockholder Nominees. Notwithstanding anything to the contrary contained in this Section 2.17, the Corporation may omit from its proxy materials any information or Supporting Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation.

(h)    In the event that any information or communications provided by an Eligible Stockholder or a Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, such Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect. In addition, any person providing any information to the Corporation pursuant to this Section 2.17 shall further update and supplement such information, if necessary, so that all such information shall be true and correct as of the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and as of the date that is ten (10) Business Days prior to the Annual Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than the later of five (5) Business Days after the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or the date notice of the record date is first publicly disclosed, in the case of the update and supplement required

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to be made as of the record date, and not later than eight (8) Business Days prior to the date of the Annual Meeting, in the case of the update and supplement required to be made as of ten (10) Business Days prior to the Annual Meeting. For the avoidance of doubt, the requirement to update and supplement such information does not permit any Eligible Stockholder or other person to change or add any proposed Stockholder Nominee or be deemed to cure any defects or limit the remedies (including, without limitation, under these Bylaws) available to the Corporation relating to any defect.

(i)    Notwithstanding anything to the contrary contained in this Section 2.17, the Corporation shall not be required to include, pursuant to this Section 2.17, a Stockholder Nominee in its proxy materials (i) for any meeting of stockholders for which the Secretary of the Corporation receives notice (whether or not subsequently withdrawn) that the Eligible Stockholder or any other stockholder intends to nominate one or more persons for election to the Board pursuant to the advance notice requirements for director nominations set forth in Section 2.3 of these Bylaws, (ii) if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the Annual Meeting other than its Stockholder Nominee(s) or a nominee of the Board, (iii) who would not be an independent director under the Independence Standards, (iv) whose election as a member of the Board would cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the rules and listing standards of the principal United States securities exchanges upon which the common stock of the Corporation is listed or traded, or any applicable state or federal law, rule or regulation, (v) who is or has been, within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (vi) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years, (vii) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (viii) if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided any information to the Corporation or its stockholders in respect of the nomination that was untrue in any material respect or that omitted to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, or (ix) if such Stockholder Nominee or the applicable Eligible Stockholder otherwise contravenes any of the agreements or representations made by such Stockholder Nominee or Eligible Stockholder or fails to comply with its obligations pursuant to this Section 2.17.

(j)    Notwithstanding anything to the contrary set forth herein, if (i) a Stockholder Nominee and/or the applicable Eligible Stockholder breaches any of its or their obligations, agreements or representations under this Section 2.17 or (ii) a Stockholder Nominee otherwise becomes ineligible for inclusion in the Corporation’s proxy materials pursuant to this Section 2.17 or dies, becomes disabled or otherwise becomes ineligible or unavailable for election at the Annual Meeting, in each case as determined by the Board, any duly authorized committee thereof or the chair of the Annual Meeting, (x) the Corporation may omit or, to the extent feasible, remove the information concerning such Stockholder Nominee and the related Supporting Statement from its proxy materials and/or otherwise communicate to its stockholders that such Stockholder Nominee

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will not be eligible for election at the Annual Meeting, (y) the Corporation shall not be required to include in its proxy materials any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder and (z) the Board or the chair of the Annual Meeting shall declare such nomination to be invalid and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation. In addition, if the Eligible Stockholder (or a representative thereof, any such representative to be designated in writing by the Eligible Stockholder and provided to the Corporation in advance of the Annual Meeting) does not appear at the Annual Meeting to present any nomination pursuant to this Section 2.17, such nomination shall be declared invalid and disregarded as provided in clause (z) above.

(k)    Whenever the Eligible Stockholder consists of a group of stockholders (including funds in a Related Fund Group counting as a single stockholder), (i) each provision in this Section 2.17 that requires the Eligible Stockholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each stockholder (including each individual fund) that is a member of such group to provide each of such statements, representations, undertakings, agreements or other instruments and to meet such other conditions (except that the members of such group may aggregate their shareholdings in order to meet the three percent (3%) ownership requirement of the “Required Shares” definition) and (ii) a breach of any obligation, agreement or representation under this Section 2.17 by any member of such group shall be deemed a breach by the Eligible Stockholder. No person may be a member of more than one group of stockholders constituting an Eligible Stockholder with respect to any Annual Meeting.

(l)    Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular Annual Meeting but either (i) withdraws from or becomes ineligible or unavailable for election at the Annual Meeting or (ii) does not receive at least twenty-five percent (25%) of the votes cast in favor of such Stockholder Nominee’s election, will be ineligible to be a Stockholder Nominee pursuant to this Section 2.17 for the next two (2) Annual Meetings of stockholders. For the avoidance of doubt, the immediately preceding sentence shall not prevent any stockholder from nominating any person to the Board pursuant to and in accordance with Section 2.3 of these Bylaws.

ARTICLE III

DIRECTORS

3.1    Number, Quorum, Qualifications and Retirement.

(a)     The Board shall consist of a number of directors, no fewer than five (5), as the Board may determine. A majority of the directors shall constitute a quorum for the transaction of business. A director need not be a stockholder at the time of such director’s initial election or appointment to the Board; provided, however, that all directors must thereafter comply with any applicable stock ownership guidelines set forth in the Corporate Governance Guidelines adopted by the Board.

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(b)    The directors shall be elected in the manner provided in the Delaware General Corporation Law and the provisions of these Bylaws (including Section 2.8 hereof). Any nominee for director in an uncontested election (as defined in Section 2.8 hereof) who receives a greater number of votes “against” such director’s election than votes “for” such election shall, to the extent not previously provided, promptly (and in any event no later than the first regularly scheduled meeting of the Board following certification of the stockholders’ vote) submit such director’s resignation conditioned upon the acceptance of such resignation by the Nominating and Governance Committee. The Nominating and Governance Committee of the Board shall consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such conditional resignation. The Board will consider the Nominating and Governance Committee’s recommendation and decide whether to accept or reject any tendered resignation no later than ninety (90) days following certification of the stockholders’ vote. Following the Board’s decision on such recommendation, the Corporation will promptly publicly disclose the Board’s decision and process (including, if applicable, the reason or reasons for rejecting the tendered resignation(s)) in a periodic or current report filed with the Commission.

(c)    To the extent that one or more directors’ resignations are accepted by the Board, the Nominating and Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or, to the extent permitted by the Certificate of Incorporation or these Bylaws, to reduce the size of the Board.

(d)    Any director whose resignation is being considered pursuant to this Article III will not participate in the Nominating and Governance Committee recommendation or Board consideration regarding whether or not to accept such director’s resignation. If the resignation of a member of the Nominating and Governance Committee is under consideration with respect to the same election, then the independent directors who were elected at such election will appoint a Board committee amongst themselves solely for the purpose of considering the tendered resignations and will recommend to the Board whether to accept or reject them. Such committee may, but need not, consist of all of the independent directors who were elected. If less than three (3) independent directors were re-elected, then the entire Board shall consider the tendered resignations, provided, however, that a director may not participate in the consideration of such director’s own resignation.

3.2    Vacancies. Any vacancy on the Board that results from an increase in the number of directors may be filled by a majority of the Board then in office, provided that a quorum is present, and any other vacancy occurring on the Board may be filled by a majority of the Board then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term that shall coincide with the remaining term of other directors. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of such director’s predecessor.

3.3    Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

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3.4    Meetings. The Board may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as may from time to time be determined by the Board. Special meetings of the Board may be called by the Chair of the Board, if there be one, the President, or by a majority of the directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, electronic transmission or by other lawful means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

3.5    Organization. At each meeting of the Board, the Chair of the Board, or, in the Chair’s absence, a director chosen by a majority of the directors present, shall act as chair. The Secretary of the Corporation shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the presiding officer of the meeting may appoint any person to act as secretary of the meeting.

3.6    Resignations and Removals of Directors. Any director of the Corporation may resign at any time, by giving notice in writing to the Chair of the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.

3.7    Quorum. Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board, a majority of the entire Board shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

3.8    Actions of the Board by Written Consent. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all the members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

3.9    Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, members of the Board of the Corporation, or any

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committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting. The Board, or any committee designated by the Board, may participate in a meeting by means of conference telephone, video conference or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute the presence in person at such meeting.

3.10    Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors of the Corporation as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board when required.

3.11    Compensation. The Board may adopt policies and practices for the payment or reimbursement of directors’ expenses and compensation and benefits, if any, for directors and former directors (including former directors appointed directors emeriti under these Bylaws as previously in effect), which compensation and benefits may, but need not, include cash payments, awards of stock and other incentives to the extent permitted under applicable plans, and access to benefits made available to employees of the Corporation or its subsidiaries and which may include additional amounts or awards for service as Chair of the Board, presiding or lead director, chair of a committee or other functions. Any such policies or practices may be modified or rescinded at any time, and a current or former director has vested rights in the continuation of any such policy or practice only if and to the extent expressly provided.

3.12    Executive Committee. The directors may appoint from their number an executive committee which may make its own rules of procedure and shall meet where and as provided by such rules, or by a resolution of the directors. A majority shall constitute a quorum, and in every case the affirmative vote of a majority of all the members of the committee shall be necessary to the adoption of any resolution. During the intervals between the meetings of the directors the executive committee shall have and may exercise all the powers of the directors in the management of the business and affairs of the Corporation, including power to authorize the seal of the Corporation to be affixed to all papers which may require it, in such manner as such committee shall deem best for the interests of the Corporation, in all cases in which specific directions shall not have been given by the directors.

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3.13    Chair of the Board of Directors. The directors shall appoint from their number a Chair of the Board, who shall preside at all meetings of the stockholders and of the Board and shall be a member of the executive committee, if any. The Chair of the Board shall have supervision of such matters as may be designated to him by the Board or the executive committee.

3.14    Vice Chair of the Board of Directors. The directors may appoint from their number a Vice Chair, who shall be vested with all the powers and perform all of the duties of the Chair of the Board in the absence or disability of the latter unless or until the Board shall otherwise determine.

ARTICLE IV

OFFICERS

4.1    General. The officers of the Corporation shall be a President, a Chief Executive Officer, one or more Vice Presidents, one or more of whom may be designated as Executive Vice President or Senior Vice President and shall have senior authority, a Secretary, a Treasurer, a Controller and such assistants and other officers, including a Chief Financial Officer and a Chief Operating Officer, as may from time to time be elected or appointed by the Board. The Board, by resolution, may also designate the Chair and any Vice Chair of the Board as officers. Two or more offices may be held by the same person.

4.2    Chair and Vice Chair of the Board of Directors. If designated as an officer of the Corporation, the Chair and any Vice Chair of the Board, in addition to such officer’s responsibilities as a director, shall have supervision of such matters as may be designated to such officer by the Board or the executive committee, and any such Vice Chair of the Board shall be vested with all the powers and shall perform all the duties of the Chair of the Board in the absence or disability of the latter (and if more than one such Vice Chair, in order of seniority) unless or until the Board shall otherwise determine.

4.3    President. The President shall, in the absence of the Chair or any Vice Chair of the Board, preside at all meetings of the Board, and act as Chair of the Board at, and call to order all meetings of the stockholders. The President shall have such other powers and perform such other duties as shall be prescribed by the Board. If there is no Chief Executive Officer, the President shall have all the powers and duties specified for the Chief Executive Officer.

4.4    Chief Executive Officer. The Board may elect a Chief Executive Officer. The Chief Executive Officer shall have power to call special meetings of the stockholders and directors for any purpose or purposes, appoint and discharge, subject to the approval of the Board, employees and agents of the Corporation, make and sign contracts and agreements in the name and behalf of the Corporation, except that the Chief Executive Officer be not authorized to dispose or encumber material assets of the Corporation without the authority of the Board, and while the Board and/or committees are not in session the Chief Executive Officer shall have general management and control of the business and affairs of the Corporation. The Chief Executive Officer shall see that the books, reports, statements and certificates required by the statute under which this Corporation is organized or any other laws applicable thereto are properly kept, made and filed according to law,

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and the Chief Executive Officer shall generally do and perform all acts incident to the office of President or Chief Executive Officer, or which are authorized or required by law. The Chief Executive Officer shall have such other powers and perform such other duties as shall be prescribed by the Board.

4.5    Chief Operating Officer. The Board may elect a Chief Operating Officer. The Chief Operating Officer shall have such powers and perform such duties as shall be prescribed by the Board.

4.6    Vice President. The Vice Presidents in the order of their seniority shall be vested with all the powers and shall perform all the duties of the President in the absence or disability of the latter, unless or until the Board shall otherwise determine. They shall have such other powers and perform such other duties as shall be prescribed by the Board.

4.7    Secretary. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and directors, and all other notices required by law or by these Bylaws, and in case of the Secretary’s absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chair of the Board, the President, or by the Board or stockholders upon whose requisition the meeting is called as provided in these Bylaws. The Secretary shall record all proceedings of the meetings of the Corporation and of the directors in a book to be kept for that purpose and shall perform such other duties as may be assigned to him by the Board or the President. The Secretary shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board or the President, and attest the same. The Secretary shall be sworn to the faithful discharge of such Secretary’s duties.

4.8    Assistant Secretary. Any Assistant Secretary shall be vested with the powers and shall perform all the duties of Secretary in the absence or disability of the latter, unless or until the Board shall otherwise determine. Such Assistant Secretary shall have such other powers and perform such other duties as shall be prescribed by the Board.

4.9    Treasurer. The Treasurer shall have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the Corporation; the Treasurer shall receive and give or cause to be given receipts and acquittances for moneys paid in on account of the Corporation and shall pay out of the funds on hand all just debts of the Corporation of whatever nature upon maturity of the same; the Treasurer shall enter or cause to be entered in books of the Corporation to be kept for that purpose full and accurate accounts of all monies received and paid out on account of the Corporation, and, whenever required by the President or the Board, the Treasurer shall render a statement of such Treasurer’s cash accounts. The Treasurer shall, unless otherwise determined by the Board, have charge of the original stock books, transfer books and stock ledgers and act as transfer agent in respect of the stock and securities of the Corporation; the Treasurer shall prepare and submit from time to time to the Board financial, cash and operating budgets or estimates; the Treasurer shall prepare and submit such other financial data and information as the Treasurer shall be directed to by the Board; and the Treasurer shall perform all of the other duties incident to the office of Treasurer. The Treasurer shall give the Corporation a bond for the faithful discharge of such Treasurer’s duties in such amount and with such surety as the Board shall prescribe.

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4.10    Assistant Treasurer. Any Assistant Treasurer shall be vested with all the powers and shall perform all the duties of Treasurer in the absence or disability of the latter, unless or until the Board shall otherwise determine. Such Assistant Treasurer shall have such other powers and perform such other duties as shall be prescribed by the Board.

4.11    Controller. The Controller shall be responsible for directing the Corporation’s accounting functions. Specific areas include the development and maintenance of planning and budgeting systems, analysis and interpretation of trends requiring management’s attention, the preparation of financial and management reports and procedures, and senior management. Ancillary responsibilities include the supervision of external auditors, and participation in the planning and execution of the utility rate cases.

4.12    Other Officers. Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board. The Board may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

4.13    Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

STOCK

5.1    Form of Certificates. The shares of the Corporation may be represented by certificates or may be uncertificated. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation (i) by the Chair of the Board, or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Absent a specific request for such a certificate by the registered owner or transferee thereof, all shares may be uncertificated upon the original issuance thereof by the Corporation or upon surrender or any certificate representing such shares to the Corporation or its transfer agent.

5.2    Signatures. Any or all of the signatures on a certificate may be a facsimile or electronic signature. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or

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registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.3    Lost Certificates. The Board may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

5.4    Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation by the Corporation or the Corporation’s transfer agent and upon the surrender of a certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware. Subject to the provisions of the Certificate of Incorporation and these Bylaws, the Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

5.5    Dividend Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

5.6    Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

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5.7    Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board.

ARTICLE VI

NOTICES

6.1    Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally, by electronic transmission or by other lawful means. If notice is given by electronic transmission, such notice shall be deemed to be given at the time provided in the DGCL. Such further notice shall be given as may be required by law.

6.2    Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, or a waiver by electronic transmission by the person entitled to notice, a waiver thereof in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by law, the Certificate of Incorporation or these Bylaws.

ARTICLE VII

GENERAL PROVISIONS

7.1    Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting of the Board (or any action by written consent in lieu thereof in accordance with Section 3.8 hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for

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equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board may modify or abolish any such reserve.

7.2    Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

7.3    Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year unless changed by resolution of the Board.

7.4    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

7.5    Forum for Adjudication of Certain Disputes.

(a)     Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the General Corporation Law of Delaware or the Corporation’s Certificate of Incorporation or Bylaws (each, as in effect from time to time), or (iv) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein.

(b)    Unless the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

(c)    Any person or entity purchasing, otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.5.

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(d)    Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. If any action the subject matter of which is within the scope of paragraph (a) or (b) above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce paragraph (a) or (b) above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

(e)    The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Section 7.5 with respect to any current or future actions or claims.

7.6    Determinations, Etc. To the fullest extent permitted by law and except as expressly provided otherwise in these Bylaws, any interpretation or application of, or determination under, these Bylaws made by the Board or authorized committee thereof shall be conclusive and binding on the Corporation, its stockholders and other affected persons.

7.7    Emergency Bylaws. This Section 7.7 shall be operative during any emergency condition as contemplated by Section 110 of the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in these Bylaws, the Certificate of Incorporation or the DGCL. In the event of any Emergency, or other similar emergency condition, if a quorum cannot be readily convened for a meeting, the director or directors in attendance at a meeting of the Board or a standing committee thereof shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors of the Corporation to membership on any standing or temporary committees of the Board as they shall deem necessary and appropriate. Except as the Board may otherwise determine, during any Emergency, the Corporation and its directors and officers, may exercise any authority and take any action or measure contemplated by Section 110 of the DGCL.

ARTICLE VIII

INDEMNIFICATION

8.1    Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in

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connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

8.2    Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

8.3    Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections8.1 and 8.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

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8.4    Good Faith Defined. For purposes of any determination under Section 8.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 8.1 and 8.2, as the case may be.

8.5    Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 8.3, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections8.1 and 8.2, as the case may be. Neither a contrary determination in the specific case under Section8.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

8.6    Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

8.7    Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, any agreement, a vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude

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the indemnification of any person who is not specified in Sections 8.1 and 8.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

8.8    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

8.9    Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “other enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

8.10    Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Any repeal or modification of the provisions of this Article VIII shall not adversely affect any right to indemnification or advancement of expenses under this Article VIII with respect to acts or omissions occurring before the repeal or modification.

8.11    Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation

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ARTICLE IX

AMENDMENTS

9.1    Amendments. These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board; provided, however, that in case of action by the stockholders, notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of the stockholders. All such amendments must be approved by either the holders of at least a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board then in office.

9.2    Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term “entire Board” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, William J. Way, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Southwestern Energy Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 2, 2023	/s/ WILLIAM J. WAY
		William J. Way
		Director, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Carl F. Giesler, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Southwestern Energy Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 2, 2023	/s/ CARL F. GIESLER, JR.
		Carl F. Giesler, Jr.
		Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

In connection with the Quarterly Report of Southwestern Energy Company, a Delaware corporation (the “Corporation”) on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Way, Director, President and Chief Executive Officer of the Corporation, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated:   November 2, 2023	/s/ WILLIAM J. WAY
	William J. Way
	Director, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

In connection with the Quarterly Report of Southwestern Energy Company, a Delaware corporation (the “Corporation”) on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl F. Giesler, Jr., Executive Vice President and Chief Financial Officer of the Corporation, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated:    November 2, 2023	/s/ CARL F. GIESLER, JR.
	Carl F. Giesler, Jr.
	Executive Vice President and Chief Financial Officer

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating Revenues:
Total operating revenues	$ 1,443	$ 4,541	$ 4,830	$ 11,622
Operating Costs and Expenses:
Operating expenses	444	423	1,280	1,206
General and administrative expenses	46	41	133	120
Merger-related expenses	0	0	0	27
Depreciation, depletion and amortization	338	298	979	861
Taxes, other than income taxes	63	76	189	198
Total operating costs and expense	1,436	2,127	4,274	5,778
Operating Income	7	2,414	556	5,844
Interest Expense:
Interest on debt	61	77	184	218
Other interest charges	3	3	9	10
Interest capitalized	(28)	(30)	(87)	(89)
Total interest expense	36	50	106	139
Gain (Loss) on Derivatives	93	(1,903)	1,811	(6,709)
Loss on Early Extinguishment of Debt	0	0	(19)	(6)
Other Income (Loss), Net	2	0	1	(1)
Income (Loss) Before Income Taxes	66	461	2,243	(1,011)
Provision for Income Taxes:
Current	0	11	0	41
Deferred	21	0	28	0
Total provision (benefit) from income taxes	21	11	28	41
Net Income (Loss)	$ 45	$ 450	$ 2,215	$ (1,052)
Earnings (Loss) Per Common Share:
Basic (in dollars per share)	$ 0.04	$ 0.41	$ 2.01	$ (0.94)
Diluted (in dollars per share)	$ 0.04	$ 0.40	$ 2.01	$ (0.94)
Weighted Average Common Shares Outstanding:
Basic (in shares)	1,101,231,113	1,110,259,907	1,100,895,642	1,113,705,502
Diluted (in shares)	1,104,027,634	1,112,522,861	1,102,867,675	1,113,705,502
Gas sales
Operating Revenues:
Total operating revenues	$ 627	$ 2,884	$ 2,323	$ 7,061
Oil sales
Operating Revenues:
Total operating revenues	94	100	281	349
NGL sales
Operating Revenues:
Total operating revenues	169	260	523	842
Marketing
Operating Revenues:
Total operating revenues	553	1,298	1,707	3,371
Other
Operating Revenues:
Total operating revenues	0	(1)	(4)	(1)
Marketing purchases
Operating Costs and Expenses:
Marketing purchases	$ 545	$ 1,289	$ 1,693	$ 3,366

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)		$ 45	$ 450	$ 2,215	$ (1,052)
Change in value of pension and other postretirement liabilities:
Amortization of prior service cost and net gain, including gain on settlements and curtailments included in net periodic pension cost	[1]	0	0	1	0
Net actuarial loss incurred in period		0	0	(2)	0
Net tax loss attributable to pension termination		0	0	(14)	0
Total change in value of pension and postretirement liabilities		0	0	(15)	0
Comprehensive income (loss)		$ 45	$ 450	$ 2,200	$ (1,052)

[1] Settlement adjustment was less than $1 million for the three and nine months ended September 30, 2022.

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 26	$ 50
Accounts receivable, net	602	1,401
Derivative assets	336	145
Other current assets	78	68
Total current assets	1,042	1,664
Natural gas and oil properties, using the full cost method, including $2,140 million as of September 30, 2023 and $2,217 million as of December 31, 2022 excluded from amortization	37,349	35,763
Other	555	527
Less: Accumulated depreciation, depletion and amortization	(26,381)	(25,387)
Total property and equipment, net	11,523	10,903
Operating lease assets	163	177
Long-term derivative assets	153	72
Deferred tax assets	0	0
Other long-term assets	92	110
Total long-term assets	408	359
TOTAL ASSETS	12,973	12,926
Current liabilities:
Accounts payable	1,317	1,835
Taxes payable	135	136
Interest payable	26	86
Derivative liabilities	219	1,317
Current operating lease liabilities	44	42
Other current liabilities	17	65
Total current liabilities	1,758	3,481
Long-term debt	4,114	4,392
Long-term operating lease liabilities	116	133
Long-term derivative liabilities	186	378
Other long-term liabilities	262	218
Total long-term liabilities	4,678	5,121
Commitments and contingencies (Note 11)
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, 2022	12	12
Additional paid-in capital	7,185	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 equity	6,537	4,324
TOTAL LIABILITIES AND EQUITY	$ 12,973	$ 12,926

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Natural gas and oil properties, using the full cost method, costs excluded from amortization	$ 2,140	$ 2,217
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	2,500,000,000	2,500,000,000
Common stock, shares issued (in shares)	1,163,077,745	1,161,545,588
Treasury stock, shares (in shares)	61,614,693	61,614,693

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
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 amortization	979	861
Amortization of debt issuance costs	5	8
Deferred income taxes	28	0
(Gain) loss on derivatives, unsettled	(1,562)	2,524
Stock-based compensation	7	4
Loss on early extinguishment of debt	19	6
Other	3	2
Change in assets and liabilities:
Accounts receivable	799	(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 activities	2,039	2,196
Cash Flows From Investing Activities:
Capital investments	(1,833)	(1,623)
Proceeds from sale of property and equipment	123	15
Net cash used in investing activities	(1,710)	(1,608)
Cash Flows From Financing Activities:
Payments on current portion of long-term debt	0	(205)
Payments on long-term debt	(437)	(71)
Payments on revolving credit facility	(3,044)	(10,341)
Borrowings under revolving credit facility	3,182	10,061
Change in bank drafts outstanding	(50)	62
Proceeds from exercise of common stock options	0	7
Purchase of treasury stock	0	(100)
Debt issuance/amendment costs	0	(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 year	50	28
Cash and cash equivalents at end of period	$ 26	$ 11

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Common Stock in Treasury
Beginning balance (in shares) at Dec. 31, 2021		1,158,672,666
Beginning balance at Dec. 31, 2021	$ 2,547	$ 12	$ 7,150	$ (4,388)	$ (25)	$ (202)
Beginning balance treasury stock (in share) at Dec. 31, 2021						44,353,224
Comprehensive income (loss):
Net income (loss)	(2,675)			(2,675)
Total comprehensive income	(2,675)
Stock-based compensation	1		1
Performance units vested (in shares)		2,499,860
Performance units vested	12		12
Tax withholding - stock compensation (in shares)		(721,070)
Tax withholding – stock compensation	(4)		(4)
Ending balance (in shares) at Mar. 31, 2022		1,160,451,456
Ending balance at Mar. 31, 2022	(119)	$ 12	7,159	(7,063)	(25)	$ (202)
Ending balance treasury stock (in share) at Mar. 31, 2022						44,353,224
Beginning balance (in shares) at Dec. 31, 2021		1,158,672,666
Beginning balance at Dec. 31, 2021	2,547	$ 12	7,150	(4,388)	(25)	$ (202)
Beginning balance treasury stock (in share) at Dec. 31, 2021						44,353,224
Comprehensive income (loss):
Net income (loss)	(1,052)
Total comprehensive income	$ (1,052)
Treasury stock acquired (in shares)	13,600,000
Treasury stock	$ (100)
Ending balance (in shares) at Sep. 30, 2022		1,161,475,422
Ending balance at Sep. 30, 2022	1,414	$ 12	7,169	(5,440)	(25)	$ (302)
Ending balance treasury stock (in share) at Sep. 30, 2022						57,966,919
Beginning balance (in shares) at Mar. 31, 2022		1,160,451,456
Beginning balance at Mar. 31, 2022	(119)	$ 12	7,159	(7,063)	(25)	$ (202)
Beginning balance treasury stock (in share) at Mar. 31, 2022						44,353,224
Comprehensive income (loss):
Net income (loss)	1,173			1,173
Total comprehensive income	1,173
Stock-based compensation	2		2
Exercised (in shares)		893,312
Exercise of stock options	7		7
Issuance of restricted stock (in shares)		115,608
Treasury stock acquired (in shares)						2,815,541
Treasury stock	$ (20)					$ (20)
Issuance of common stock (in shares)	79
Restricted stock units vested		21,981
Tax withholding - stock compensation (in shares)		(7,014)
Ending balance (in shares) at Jun. 30, 2022		1,161,475,422
Ending balance at Jun. 30, 2022	$ 1,043	$ 12	7,168	(5,890)	(25)	$ (222)
Ending balance treasury stock (in share) at Jun. 30, 2022						47,168,765
Comprehensive income (loss):
Net income (loss)	450			450
Total comprehensive income	450
Stock-based compensation	$ 1		1
Treasury stock acquired (in shares)	10,800,000					10,798,154
Treasury stock	$ (80)					$ (80)
Ending balance (in shares) at Sep. 30, 2022		1,161,475,422
Ending balance at Sep. 30, 2022	1,414	$ 12	7,169	(5,440)	(25)	$ (302)
Ending balance treasury stock (in share) at Sep. 30, 2022						57,966,919
Beginning balance (in shares) at Dec. 31, 2022		1,161,545,588
Beginning balance at Dec. 31, 2022	$ 4,324	$ 12	7,172	(2,539)	6	$ (327)
Beginning balance treasury stock (in share) at Dec. 31, 2022	61,614,693					61,614,693
Comprehensive income (loss):
Net income (loss)	$ 1,939			1,939
Other comprehensive loss	(15)				(15)
Total comprehensive income	1,924
Stock-based compensation	2		2
Restricted units vested (in shares)		1,999,039
Restricted units vested	8		8
Tax withholding - stock compensation (in shares)		(662,163)
Tax withholding – stock compensation	(4)		(4)
Ending balance (in shares) at Mar. 31, 2023		1,162,882,464
Ending balance at Mar. 31, 2023	6,254	$ 12	7,178	(600)	(9)	$ (327)
Ending balance treasury stock (in share) at Mar. 31, 2023						61,614,693
Beginning balance (in shares) at Dec. 31, 2022		1,161,545,588
Beginning balance at Dec. 31, 2022	$ 4,324	$ 12	7,172	(2,539)	6	$ (327)
Beginning balance treasury stock (in share) at Dec. 31, 2022	61,614,693					61,614,693
Comprehensive income (loss):
Net income (loss)	$ 2,215
Total comprehensive income	2,200
Ending balance (in shares) at Sep. 30, 2023		1,163,077,745
Ending balance at Sep. 30, 2023	$ 6,537	$ 12	7,185	(324)	(9)	$ (327)
Ending balance treasury stock (in share) at Sep. 30, 2023	61,614,693					61,614,693
Beginning balance (in shares) at Mar. 31, 2023		1,162,882,464
Beginning balance at Mar. 31, 2023	$ 6,254	$ 12	7,178	(600)	(9)	$ (327)
Beginning balance treasury stock (in share) at Mar. 31, 2023						61,614,693
Comprehensive income (loss):
Net income (loss)	231			231
Total comprehensive income	231
Stock-based compensation	4		4
Issuance of restricted stock (in shares)		188,382
Restricted units vested (in shares)		9,968
Tax withholding - stock compensation (in shares)		(3,069)
Ending balance (in shares) at Jun. 30, 2023		1,163,077,745
Ending balance at Jun. 30, 2023	6,489	$ 12	7,182	(369)	(9)	$ (327)
Ending balance treasury stock (in share) at Jun. 30, 2023						61,614,693
Comprehensive income (loss):
Net income (loss)	45			45
Total comprehensive income	45
Stock-based compensation	3		3
Ending balance (in shares) at Sep. 30, 2023		1,163,077,745
Ending balance at Sep. 30, 2023	$ 6,537	$ 12	$ 7,185	$ (324)	$ (9)	$ (327)
Ending balance treasury stock (in share) at Sep. 30, 2023	61,614,693					61,614,693

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

Nature of Operations

Southwestern Energy Company (including its subsidiaries, collectively “Southwestern” or the “Company”) is an independent energy company engaged in natural gas, oil and NGLs development, exploration and production (“E&P”). The Company is also focused on creating and capturing additional value through its marketing business (“Marketing”). Southwestern conducts most of its business through subsidiaries and operates principally in two segments: E&P and Marketing.

E&P. Southwestern’s primary business is the development and production of natural gas as well as associated NGLs and oil, with ongoing operations focused on unconventional natural gas and oil reservoirs located in Pennsylvania, West Virginia, Ohio and Louisiana. The Company’s operations in Pennsylvania, West Virginia and Ohio, herein referred to as “Appalachia,” are primarily focused on the Marcellus Shale, the Utica and the Upper Devonian unconventional natural gas and liquids reservoirs. The Company’s operations in Louisiana, herein referred to as “Haynesville,” are primarily focused on the Haynesville and Bossier natural gas reservoirs (“Haynesville and Bossier Shales”). The Company also operates drilling rigs and provides certain oilfield products and services that serve the Company’s E&P operations through vertical integration.

Marketing. Southwestern’s marketing activities capture opportunities that arise through the marketing and transportation of natural gas, oil and NGLs primarily produced in its E&P operations.

Basis of Presentation

The accompanying consolidated financial statements were prepared using accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been appropriately condensed or omitted in this Quarterly Report.

Principles of Consolidation

The consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. It is recommended that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”).

The Company’s significant accounting policies, which have been reviewed and approved by the Audit Committee of the Company’s board of directors (the “Board”), are summarized in Note 1 in the Notes to the Consolidated Financial Statements included in the Company’s 2022 Annual Report.

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ACQUISITIONS

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

ACQUISITIONS

GEP Haynesville, LLC Merger

On November 3, 2021, Southwestern entered into an Agreement and Plan of Merger with Mustang Acquisition Company, LLC (“Mustang”), GEP Haynesville, LLC (“GEPH”) and GEPH Unitholder Rep, LLC (the “GEPH Merger Agreement”). Pursuant to the terms of the GEPH Merger Agreement, GEPH merged with and into Mustang, a subsidiary of Southwestern, and became a wholly-owned subsidiary of Southwestern (the “GEPH Merger”). The GEPH Merger closed on December 31, 2021 and expanded the Company’s operations in the Haynesville.

Indigo Natural Resources Merger

On June 1, 2021, Southwestern entered into an Agreement and Plan of Merger with Ikon Acquisition Company, LLC (“Ikon”), Indigo Natural Resources LLC (“Indigo”) and Ibis Unitholder Representative LLC (the “Indigo Merger Agreement”). Pursuant to the terms of the Indigo Merger Agreement, Indigo merged with and into Ikon, a subsidiary of Southwestern, and became a wholly-owned subsidiary of Southwestern (the “Indigo Merger”). On August 27, 2021, Southwestern’s stockholders voted to approve the Indigo Merger and the transaction closed on September 1, 2021. The Indigo Merger established Southwestern’s natural gas operations in the Haynesville and Bossier Shales in Louisiana.

Merger-Related Expenses

The Company did not incur merger-related expenses during the three and nine months ended September 30, 2023 or during the three months ended September 30, 2022. The following table summarizes the merger-related expenses incurred during the nine months ended September 30, 2022:

	For the nine months ended September 30, 2022
(in millions)	Indigo Merger		GEPH Merger		Total
Transition services	$	—	$	18	$	18
Professional fees (bank, legal, consulting)	—		1		1
Contract buyouts, terminations and transfers	1		2		3
Due diligence and environmental	1		1		2
Employee-related	—		1		1
Other	—		2		2
Total merger-related expenses	$	2	$	25	$	27

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REVENUE RECOGNITION

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

REVENUE RECOGNITION

Revenues from Contracts with Customers

Natural gas and liquids.  Natural gas, oil and NGL sales are recognized when control of the product is transferred to the customer at a designated delivery point. The pricing provisions of the Company’s contracts are primarily tied to a market index with certain adjustments based on factors such as delivery, quality of the product and prevailing supply and demand conditions in the geographic areas in which the Company operates. Under the Company’s sales contracts, the delivery of each unit of natural gas, oil and NGLs represents a separate performance obligation, and revenue is recognized at the point in time when the performance obligations are fulfilled. There is no significant financing component to the Company’s revenues as payment terms are typically within 30 to 60 days of control transfer. Furthermore, consideration from a customer corresponds directly with the value to the customer of the Company’s performance completed to date. As a result, the Company recognizes revenue in the amount for which the Company has a right to invoice and has not disclosed information regarding its remaining performance obligations.

The Company records revenue from its natural gas and liquids production in the amount of its net revenue interest in sales from its properties. Accordingly, natural gas and liquid sales are not recognized for deliveries in excess of the Company’s net revenue interest, while natural gas and liquid sales are recognized for any under-delivered volumes.

Marketing.  The Company, through its marketing affiliate, generally markets natural gas, oil and NGLs for its affiliated E&P companies as well as other joint owners who choose to market with the Company. In addition, the Company markets some products purchased from third parties. Marketing revenues for natural gas, oil and NGL sales are recognized when control of the product is transferred to the customer at a designated delivery point. The pricing provisions of the Company’s contracts are primarily tied to market indices with certain adjustments based on factors such as delivery, quality of the product and prevailing supply and demand conditions. Under the Company’s marketing contracts, the delivery of each unit of natural gas, oil and NGLs represents a separate performance obligation, and revenue is recognized at the point in time when the performance obligations are fulfilled. Customers are invoiced and revenues are recorded each month as natural gas, oil and NGLs are delivered, and payment terms are typically within 30 to 60 days of control transfer. Furthermore, consideration from a customer corresponds directly with the value to the customer of the Company’s performance completed to date.  As a result, the Company recognizes revenue in the amount for which the Company has a right to invoice and has not disclosed information regarding its remaining performance obligations.

Disaggregation of Revenues

The Company presents a disaggregation of E&P revenues by product on the consolidated statements of operations net of intersegment revenues. The following table reconciles operating revenues as presented on the consolidated statements of operations to the operating revenues by segment:

(in millions)	E&P		Marketing		Intersegment Revenues		Total
Three months ended September 30, 2023
Gas sales	$	610	$	—	$	17	$	627
Oil sales	93		—		1		94
NGL sales	170		—		(1)		169
Marketing	—		1,379		(826)		553
Total	$	873	$	1,379	$	(809)	$	1,443
(in millions)
Three months ended September 30, 2022
Gas sales	$	2,889	$	—	$	(5)	$	2,884
Oil sales	99		—		1		100
NGL sales	260		—		—		260
Marketing	—		4,436		(3,138)		1,298
Other (1)	(1)		—		—		(1)
Total	$	3,247	$	4,436	$	(3,142)	$	4,541

(in millions)	E&P		Marketing		Intersegment Revenues		Total
Nine months ended September 30, 2023
Gas sales	$	2,281	$	—	$	42	$	2,323
Oil sales	278		—		3		281
NGL sales	524		—		(1)		523
Marketing	—		4,651		(2,944)		1,707
Other (1)	(4)		—		—		(4)
Total	$	3,079	$	4,651	$	(2,900)	$	4,830
(in millions)
Nine months ended September 30, 2022
Gas sales	$	7,064	$	—	$	(3)	$	7,061
Oil sales	345		—		4		349
NGL sales	842		—		—		842
Marketing	—		11,214		(7,843)		3,371
Other (1)	(1)		—		—		(1)
Total	$	8,250	$	11,214	$	(7,842)	$	11,622

(1)For the nine months ended September 30, 2023 and the three and nine months ended September 30, 2022, other E&P revenues consists primarily of losses on purchaser imbalances associated with natural gas and certain NGLs.

Associated E&P revenues are also disaggregated for analysis on a geographic basis by the core areas in which the Company operates, which are Appalachia and Haynesville.

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Appalachia	$	500	$	1,874	$	1,891	$	4,971
Haynesville	373		1,373		1,188		3,279
Total	$	873	$	3,247	$	3,079	$	8,250

Receivables from Contracts with Customers

The following table reconciles the Company’s receivables from contracts with customers to consolidated accounts receivable as presented on the consolidated balance sheet:

(in millions)	September 30, 2023		December 31, 2022
Receivables from contracts with customers	$	512	$	1,313
Other accounts receivable	90		88
Total accounts receivable	$	602	$	1,401

Amounts recognized against the Company’s allowance for doubtful accounts related to receivables arising from contracts with customers were not significant for both the nine months ended September 30, 2023 and year ended December 31, 2022. The Company has no contract assets or contract liabilities associated with its revenues from contracts with customers.

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CASH AND CASH EQUIVALENTS

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

The following table presents a summary of cash and cash equivalents as of September 30, 2023 and December 31, 2022:

(in millions)	September 30, 2023		December 31, 2022
Cash	$	2	$	49
Marketable securities (1)	24		1
Total	$	26	$	50

(1)Typically consists of government stable value money market funds.

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NATURAL GAS AND OIL PROPERTIES

9 Months Ended

Sep. 30, 2023

Oil and Gas Exploration and Production Industries Disclosures [Abstract]

NATURAL GAS AND OIL PROPERTIES

NATURAL GAS AND OIL PROPERTIES

The Company utilizes the full cost method of accounting for costs related to the development, exploration and acquisition of natural gas and oil properties. Under this method, all such costs (productive and nonproductive), including salaries, benefits and other internal costs directly attributable to these activities, are capitalized on a country-by-country basis and amortized over the estimated lives of the properties using the units-of-production method. These capitalized costs are subject to a ceiling test that limits such pooled costs, net of applicable deferred taxes, to the aggregate of the present value of future net revenues attributable to proved natural gas, oil and NGL reserves discounted at 10% (standardized measure). Any costs in excess of the ceiling are written off as a non-cash expense. The expense may not be reversed in future periods, even though higher natural gas, oil and NGL prices may subsequently increase the ceiling. Companies using the full cost method are required to use the average quoted price from the first day of each month from the previous 12 months, including the impact of derivatives designated for hedge accounting, to calculate the ceiling value of their reserves. The Company had no hedge positions that were designated for hedge accounting as of September 30, 2023. Prices used to calculate the ceiling value of reserves were as follows:

	September 30, 2023		September 30, 2022
Natural gas (per MMBtu)	$	3.42	$	6.13
Oil (per Bbl)	$	78.54	$	91.71
NGLs (per Bbl)	$	22.24	$	37.33

Using the average quoted prices above, adjusted for market differentials, the Company’s net book value of its United States natural gas and oil properties did not exceed the ceiling amount at September 30, 2023. Decreases in market prices as well as changes in production rates, levels of reserves, evaluation of costs excluded from amortization, future development costs and production costs could result in future non-cash ceiling test impairments to the Company’s natural gas and oil properties. Given the fall in commodity prices during 2023, the Company expects some non-cash impairment of its assets will likely occur as early as the fourth quarter of 2023.

In June 2023, the Company sold non-core natural gas and oil properties in Appalachia for approximately $123 million in cash, subject to customary post-closing adjustments. The cash proceeds were used to pay down the Company’s revolving credit facility and were recorded as a reduction to its natural gas and oil properties.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reportable period. The diluted earnings per share calculation adds to the weighted average number of common shares outstanding: the incremental shares that would have been outstanding assuming the exercise of dilutive stock options, the vesting of unvested restricted shares of common stock, restricted stock units and performance units. An antidilutive impact is an increase in earnings per share or a reduction in net loss per share resulting from the conversion, exercise or contingent issuance of certain securities.

During the three months ended September 30, 2022, the Company repurchased approximately 10.8 million shares of its outstanding common stock pursuant to a previously announced share repurchase program at an average price of $7.41 per share for a total cost of approximately $80 million. During the nine months ended September 30, 2022, the Company repurchased approximately 13.6 million shares at an average price of $7.35 per share for a total cost of approximately $100 million. We did not repurchase any shares during the three or nine months ended September 30, 2023.

The following table presents the computation of earnings per share for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions, except share/per share amounts)	2023		2022		2023		2022
Net income (loss)	$	45	$	450	$	2,215	$	(1,052)
Number of common shares:
Weighted average outstanding	1,101,231,113		1,110,259,907		1,100,895,642		1,113,705,502
Issued upon assumed exercise of outstanding stock options	—		—		—		—
Effect of issuance of non-vested restricted common stock	932,868		796,253		839,031		—
Effect of issuance of non-vested restricted units	1,689,617		1,466,701		1,133,002		—
Effect of issuance of non-vested performance units	174,036		—		—		—
Weighted average and dilutive outstanding	1,104,027,634		1,112,522,861		1,102,867,675		1,113,705,502
Earnings (loss) per common share
Basic	$	0.04	$	0.41	$	2.01	$	(0.94)
Diluted	$	0.04	$	0.40	$	2.01	$	(0.94)

The following table presents the common stock shares equivalent excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2023 and 2022, as they would have had an antidilutive effect:

	For the three months ended September 30,		For the nine months ended September 30,
	2023	2022	2023	2022
Unexercised stock options	820,138	1,961,128	835,362	2,467,127
Unvested restricted common stock	—	—	54,989	810,025
Restricted units	224,726	790,182	652,089	1,503,049
Performance units	—	—	764,916	474,093
Total	1,044,864	2,751,310	2,307,356	5,254,294

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DERIVATIVES AND RISK MANAGEMENT

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES AND RISK MANAGEMENT

DERIVATIVES AND RISK MANAGEMENT

The Company is exposed to volatility in market prices and basis differentials for natural gas, oil and NGLs which impacts the predictability of its cash flows related to the sale of those commodities. These risks are managed by the Company’s use of certain derivative financial instruments. As of September 30, 2023 and September 30, 2022, the Company’s derivative financial instruments consisted of fixed price swaps, two-way costless collars, three-way costless collars, basis swaps, options (calls and puts), index swaps and interest rate swaps. A description of the Company’s derivative financial instruments is provided below:

Fixed price swaps	If the Company sells a fixed price swap, the Company receives a fixed price for the contract, and pays a floating market price to the counterparty.  If the Company purchases a fixed price swap, the Company receives a floating market price for the contract and pays a fixed price to the counterparty.
Two-way costless collars	Arrangements that contain a fixed floor price (“purchased put option”) and a fixed ceiling price (“sold call option”) based on an index price which, in aggregate, have no net cost.  At the contract settlement date, (1) if the index price is higher than the ceiling price, the Company pays the counterparty the difference between the index price and ceiling price, (2) if the index price is between the floor and ceiling prices, no payments are due from either party, and (3) if the index price is below the floor price, the Company will receive the difference between the floor price and the index price.
Three-way costless collars	Arrangements that contain a purchased put option, a sold call option and a sold put option based on an index price that, in aggregate, have no net cost.  At the contract settlement date, (1) if the index price is higher than the sold call strike price, the Company pays the counterparty the difference between the index price and sold call strike price, (2) if the index price is between the purchased put strike price and the sold call strike price, no payments are due from either party, (3) if the index price is between the sold put strike price and the purchased put strike price, the Company will receive the difference between the purchased put strike price and the index price, and (4) if the index price is below the sold put strike price, the Company will receive the difference between the purchased put strike price and the sold put strike price.
Basis swaps	Arrangements that guarantee a price differential for natural gas from a specified delivery point.  If the Company sells a basis swap, the Company receives a payment from the counterparty if the price differential is greater than the stated terms of the contract and pays the counterparty if the price differential is less than the stated terms of the contract.  If the Company purchases a basis swap, the Company pays the counterparty if the price differential is greater than the stated terms of the contract and receives a payment from the counterparty if the price differential is less than the stated terms of the contract.
Options (Calls and Puts)	The Company purchases and sells options in exchange for premiums.  If the Company purchases a call option, the Company receives from the counterparty the excess (if any) of the market price over the strike price of the call option at the time of settlement, but if the market price is below the call’s strike price, no payment is due from either party.  If the Company sells a call option, the Company pays the counterparty the excess (if any) of the market price over the strike price of the call option at the time of settlement, but if the market price is below the call’s strike price, no payment is due from either party. If the Company purchases a put option, the Company receives from the counterparty the excess (if any) of the strike price over the market price of the put option at the time of settlement, but if the market price is above the put’s strike price, no payment is due from either party. If the Company sells a put option, the Company pays the counterparty the excess (if any) of the strike price over the market price of the put option at the time of settlement, but if the market price is above the put’s strike price, no payment is due from either party.
Index swaps	Natural gas index swaps are used to manage the Company’s exposure to volatility in daily cash market pricing. When the Company sells an index swap, the Company pays an amount equal to the average of the daily index price for a given month at a specified location and receives a first of month index price based on the same location.

Interest rate swaps Interest rate swaps are used to fix or float interest rates on existing or anticipated indebtedness. The purpose of these instruments is to manage the Company’s existing or anticipated exposure to unfavorable interest rate changes.

The Company contracts with counterparties for its derivative instruments that it believes are creditworthy at the time the transactions are entered into, and the Company actively monitors the credit ratings and credit default swap rates of these counterparties where applicable. However, there can be no assurance that a counterparty will be able to meet its obligations to the Company. The Company presents its derivatives position on a gross basis and does not net the asset and liability positions.

The following tables provide information about the Company’s financial instruments that are sensitive to changes in commodity prices and that are used to protect the Company’s exposure. None of the financial instruments below are designated for hedge accounting treatment. The tables present the notional amount, the weighted average contract prices and the fair value by expected maturity dates as of September 30, 2023:

Financial Protection on Production
		Weighted Average Price per MMBtu
	Volume (Bcf)	Swaps		Sold Puts		Purchased Puts		Sold Calls		Basis Differential		Fair Value at September 30, 2023 (in millions)
Natural Gas
2023
Fixed price swaps	179	$	3.28	$	—	$	—	$	—	$	—	$	49
Two-way costless collars	32	—		—		2.88		3.29		—		1
Three-way costless collars	47	—		2.08		2.50		2.91		—		(11)
Total	258											$	39
2024
Fixed price swaps	528	$	3.54	$	—	$	—	$	—	$	—	$	82
Two-way costless collars	44	—		—		3.07		3.53		—		(5)
Three-way costless collars	77	—		2.46		3.19		3.99		—		(5)
Total	649											$	72
2025
Two-way costless collars	73	$	—	$	—	$	3.50	$	5.40	$	—	$	11
Three-way costless collars	106	—		2.50		3.75		5.69		—		16
Total	179											$	27
Basis Swaps
2023	71	$	—	$	—	$	—	$	—	$	(0.57)	$	24
2024	46	—		—		—		—		(0.71)		9
2025	9	—		—		—		—		(0.64)		3
Total	126											$	36

	Volume (MBbls)	Weighted Average Strike Price per Bbl								Fair Value at September 30, 2023 (in millions)
		Swaps		Sold Puts		Purchased Puts		Sold Calls
Oil
2023
Fixed price swaps	733	$	67.34	$	—	$	—	$	—	$	(15)
Two-way costless collars	147	—		—		70.00		80.58		(1)
Three-way costless collars	291	—		34.36		46.05		55.96		(10)
Total	1,171									$	(26)
2024
Fixed price swaps	1,571	$	71.06	$	—	$	—	$	—	$	(15)
Two-way costless collars	512	—		—		70.00		85.63		(2)
Total	2,083									$	(17)
2025
Fixed price swaps	41	$	77.66	$	—	$	—	$	—	$	—
Ethane
2023
Fixed price swaps	2,254	$	10.99	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	3,429	$	10.84	$	—	$	—	$	—	$	—
Propane
2023
Fixed price swaps	1,782	$	30.44	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	3,254	$	31.78	$	—	$	—	$	—	$	3
2025
Fixed price swaps	63	$	26.46	$	—	$	—	$	—	$	—
Normal Butane
2023
Fixed price swaps	198	$	40.96	$	—	$	—	$	—	$	1
2024
Fixed price swaps	329	$	40.74	$	—	$	—	$	—	$	1
Natural Gasoline
2023
Fixed price swaps	171	$	63.74	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	329	$	64.37	$	—	$	—	$	—	$	(1)

Other Derivative Contracts
	Volume (Bcf)	Weighted Average Strike Price per MMBtu		Fair Value at September 30, 2023 (in millions)
Call Options – Natural Gas (Net)
2023	15	$	2.97	$	(4)
2024	82	6.56		(9)
2025	73	7.00		(14)
2026	73	7.00		(20)
Total	243			$	(47)

At September 30, 2023, the net fair value of the Company’s financial instruments was an $84 million asset, which included net reduction of the asset of $1 million related to non-performance risk. See Note 9 for additional details regarding the Company’s fair value measurements of its derivatives position.

As of September 30, 2023, the Company had no positions designated for hedge accounting treatment. Gains and losses on derivatives that are not designated for hedge accounting treatment, or do not meet hedge accounting requirements, are recorded as a component of gain (loss) on derivatives on the consolidated statements of operations. Accordingly, the gain (loss) on derivatives component of the statement of operations reflects the gains and losses on both settled and unsettled derivatives. Only the settled gains and losses are included in the Company’s realized commodity price calculations.

The balance sheet classification of the assets and liabilities related to derivative financial instruments are summarized below as of September 30, 2023 and December 31, 2022:

Derivative Assets
		Fair Value
(in millions)	Balance Sheet Classification	September 30, 2023		December 31, 2022
Derivatives not designated as hedging instruments:
Fixed price swaps – natural gas	Derivative assets	$	224	$	—
Fixed price swaps – ethane	Derivative assets	2		4
Fixed price swaps – propane	Derivative assets	10		9
Fixed price swaps – normal butane	Derivative assets	2		1
Fixed price swaps – natural gasoline	Derivative assets	—		1
Two-way costless collars – natural gas	Derivative assets	32		47
Two-way costless collars – oil	Derivative assets	1		—
Three-way costless collars – natural gas	Derivative assets	28		18
Three-way costless collars – oil	Derivative assets	—		1
Basis swaps – natural gas	Derivative assets	33		64
Put options – natural gas	Derivative assets	5		—
Fixed price swaps – natural gas	Other long-term assets	25		28
Fixed price swaps – oil	Other long-term assets	—		1
Fixed price swaps – ethane	Other long-term assets	—		1
Fixed price swaps – propane	Other long-term assets	—		1
Two-way costless collars – natural gas	Other long-term assets	43		18
Two-way costless collars – oil	Other long-term assets	1		—
Three-way costless collars – natural gas	Other long-term assets	77		3
Basis swaps – natural gas	Other long-term assets	8		17
Put options – natural gas	Other long-term assets	—		4
Total derivative assets		$	491	$	218

Derivative Liabilities
		Fair Value
(in millions)	Balance Sheet Classification	September 30, 2023		December 31, 2022
Derivatives not designated as hedging instruments:
Fixed price swaps – natural gas	Derivative liabilities	$	73	$	581
Fixed price swaps – oil	Derivative liabilities	29		20
Fixed price swaps – ethane	Derivative liabilities	3		1
Fixed price swaps – propane	Derivative liabilities	7		—
Fixed price swaps – natural gasoline	Derivative liabilities	2		1
Two-way costless collars – natural gas	Derivative liabilities	31		235
Two-way costless collars – oil	Derivative liabilities	4		—
Three-way costless collars – natural gas	Derivative liabilities	39		311
Three-way costless collars – oil	Derivative liabilities	10		31
Basis swaps – natural gas	Derivative liabilities	5		69
Call options – natural gas	Derivative liabilities	11		70
Put options – natural gas	Derivative liabilities	5		—
Fixed price swaps – natural gas	Long-term derivative liabilities	45		281
Fixed price swaps – oil	Long-term derivative liabilities	1		4
Fixed price swaps – propane	Long-term derivative liabilities	1		—
Two-way costless collars – natural gas	Long-term derivative liabilities	37		56
Two-way costless collars – oil	Long-term derivative liabilities	1		—
Three-way costless collars – natural gas	Long-term derivative liabilities	66		20
Basis swap – natural gas	Long-term derivative liabilities	—		1
Call options – natural gas	Long-term derivative liabilities	36		18
Total derivative liabilities		$	406	$	1,699

Net Derivative Position
	September 30, 2023		December 31, 2022
(in millions)
Net current derivative asset (liability)	$	118	$	(1,174)
Net long-term derivative asset (liability)	(33)		(307)
Non-performance risk adjustment	(1)		3
Net total derivative asset (liability)	$	84	$	(1,478)

The following tables summarize the before-tax effect of the Company’s derivative instruments on the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022:

Unsettled Gain (Loss) on Derivatives Recognized in Earnings
	Consolidated Statement of Operations Classification of Gain (Loss) on Derivatives, Unsettled	For the three months ended September 30,				For the nine months ended September 30,
Derivative Instrument		2023		2022		2023		2022
		(in millions)
Fixed price swaps – natural gas	Gain (Loss) on Derivatives	$	28	$	(140)	$	965	$	(1,654)
Fixed price swaps – oil	Gain (Loss) on Derivatives	(29)		73		(7)		39
Fixed price swaps – ethane	Gain (Loss) on Derivatives	(5)		24		(5)		(3)
Fixed price swaps – propane	Gain (Loss) on Derivatives	(37)		67		(8)		74
Fixed price swaps – normal butane	Gain (Loss) on Derivatives	(6)		24		1		24
Fixed price swaps – natural gasoline	Gain (Loss) on Derivatives	(9)		28		(2)		29
Two-way costless collars – natural gas	Gain (Loss) on Derivatives	3		(99)		233		(432)
Two-way costless collars – oil	Gain (Loss) on Derivatives	(4)		—		(3)		—
Two-way costless collars – ethane	Gain (Loss) on Derivatives	—		—		—		1
Three-way costless collars – natural gas	Gain (Loss) on Derivatives	20		(26)		310		(520)
Three-way costless collars – oil	Gain (Loss) on Derivatives	(1)		38		20		10
Three-way costless collars – propane	Gain (Loss) on Derivatives	—		3		—		4
Basis swaps – natural gas	Gain (Loss) on Derivatives	(43)		4		25		12
Call options – natural gas	Gain (Loss) on Derivatives	14		(8)		41		(114)
Put options – natural gas	Gain (Loss) on Derivatives	—		—		(4)		—
Fixed price swap – natural gas storage	Gain (Loss) on Derivatives	—		—		—		1
Interest rate swaps	Gain (Loss) on Derivatives	—		—		—		(2)
Total gain (loss) on unsettled derivatives		$	(69)	$	(12)	$	1,566	$	(2,531)
Settled Gain (Loss) on Derivatives Recognized in Earnings (1)
	Consolidated Statement of Operations Classification of Gain (Loss) on Derivatives, Settled	For the three months ended September 30,				For the nine months ended September 30,
Derivative Instrument		2023		2022		2023		2022
		(in millions)
Fixed price swaps – natural gas	Gain (Loss) on Derivatives	$	112	$	(1,082)	$	227	$	(2,249)
Fixed price swaps – oil	Gain (Loss) on Derivatives	(11)		(30)		(18)		(104)
Fixed price swaps – ethane	Gain (Loss) on Derivatives	(3)		(15)		3		(42)
Fixed price swaps – propane	Gain (Loss) on Derivatives	9		(21)		21		(96)
Fixed price swaps – normal butane	Gain (Loss) on Derivatives	1		(7)		2		(33)
Fixed price swaps – natural gasoline	Gain (Loss) on Derivatives	—		(9)		1		(45)
Two-way costless collars – natural gas	Gain (Loss) on Derivatives	13		(152)		44		(386)
Two-way costless collars – ethane	Gain (Loss) on Derivatives	—		—		—		(1)
Three-way costless collars – natural gas	Gain (Loss) on Derivatives	1		(491)		(15)		(1,008)
Three-way costless collars – oil	Gain (Loss) on Derivatives	(7)		(12)		(20)		(43)
Three-way costless collars – propane	Gain (Loss) on Derivatives	—		(1)		—		(4)
Basis swaps – natural gas	Gain (Loss) on Derivatives	47		40		11		64
Index swaps – natural gas	Gain (Loss) on Derivatives	—		—		—		(1)
Call options – natural gas	Gain (Loss) on Derivatives	—		(109)		(7)		(235)
Purchased fixed price swaps – natural gas	Gain (Loss) on Derivatives	—		—		—		1
Fixed price swaps – natural gas storage	Gain (Loss) on Derivatives	—		—		—		(3)
Total gain (loss) on settled derivatives		$	162	$	(1,889)	$	249	$	(4,185)
Total gain (loss) on derivatives (2)		$	93	$	(1,903)	$	1,811	$	(6,709)

(1)The Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that settled within the period.

(2)Total gain (loss) on derivatives includes non-performance risk adjustments of $2 million in losses for the three months ended September 30, 2022 and $4 million in losses and $7 million in gains for the nine months ended September 30, 2023 and September 30, 2022, respectively.

Total Gain (Loss) on Derivatives Recognized in Earnings
	For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022
	(in millions)
Total gain (loss) on unsettled derivatives	$	(69)	$	(12)	$	1,566	$	(2,531)
Total gain (loss) on settled derivatives	162		(1,889)		249		(4,185)
Non-performance risk adjustment	—		(2)		(4)		7
Total gain (loss) on derivatives	$	93	$	(1,903)	$	1,811	$	(6,709)

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RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

9 Months Ended

Sep. 30, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables detail the components of accumulated other comprehensive income (loss) for the nine months ended September 30, 2023:

(in millions)	Pension and Other Postretirement		Foreign Currency		Total
Beginning balance December 31, 2022	$	20	$	(14)	$	6
Other comprehensive income before reclassifications	1		—		1
Amounts reclassified from other comprehensive income (1)	(16)		—		(16)
Net current-period other comprehensive loss	(15)		—		(15)
Ending balance September 30, 2023	$	5	$	(14)	$	(9)

(1)Includes a $2 million actuarial loss and a $14 million net tax loss attributable to the pension plan termination.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The carrying amounts and estimated fair values of the Company’s financial instruments as of September 30, 2023 and December 31, 2022 were as follows:

	September 30, 2023				December 31, 2022
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	26	$	26	$	50	$	50
2022 revolving credit facility due April 2027	388		388		250		250
Senior notes (1)	3,743		3,424		4,164		3,847
Derivative instruments, net	84		84		(1,478)		(1,478)

(1)Excludes unamortized debt issuance costs and debt discounts.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

Level 1 valuations - Consist of unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority.

Level 2 valuations - Consist of quoted market information for the calculation of fair market value.

Level 3 valuations - Consist of internal estimates and have the lowest priority.

The carrying values of cash and cash equivalents, including marketable securities, accounts receivable, other current assets, accounts payable and other current liabilities on the consolidated balance sheets approximate fair value because of their short-term nature. For debt and derivative instruments, the following methods and assumptions were used to estimate fair value:

Debt: The fair values of the Company’s senior notes are based on the market value of the Company’s publicly traded debt as determined based on the market prices of the Company’s senior notes. The fair values of the Company’s senior notes are considered to be a Level 1 measurement as these are actively traded in the market. The carrying value of the borrowings under the Company’s 2022 credit facility (as defined in Note 10 below), to the extent utilized, approximates fair value because the interest rates are variable and reflective of market rates. The Company considers the fair value of its 2022 credit facility to be a Level 1 measurement on the fair value hierarchy.

Derivative Instruments: The Company measures the fair value of its derivative instruments based upon a pricing model that utilizes market-based inputs, including, but not limited to, the contractual price of the underlying position, current market

prices, natural gas and liquids forward curves, discount rates for a similar duration of each outstanding position, volatility factors and non-performance risk. Non-performance risk considers the effect of the Company’s credit standing on the fair value of derivative liabilities and the effect of counterparty credit standing on the fair value of derivative assets. Both inputs to the model are based on published credit default swap rates and the duration of each outstanding derivative position. The Company’s net derivative position was a net asset as of September 30, 2023 and a net liability as of December 31, 2022. As of September 30, 2023 and December 31, 2022, the impact of the non-performance risk on the fair value of the Company’s net derivative position resulted in a reduction to the net asset of $1 million and a reduction to the net liability of $3 million, respectively.

The Company has classified its derivative instruments into levels depending upon the data utilized to determine their fair values. The Company’s fixed price swaps (Level 2) are estimated using third-party discounted cash flow calculations using the New York Mercantile Exchange (“NYMEX”) futures index for natural gas and oil derivatives and Oil Price Information Service (“OPIS”) for ethane and propane derivatives. The Company utilizes discounted cash flow models for valuing its interest rate derivatives (Level 2). The net derivative values attributable to the Company’s interest rate derivative contracts as of September 30, 2023 and December 31, 2022 are based on (i) the contracted notional amounts, (ii) active market-quoted yield curves and (iii) the applicable credit-adjusted risk-free rate yield curve. The Company had no interest rate swaps as of September 30, 2023 or December 31, 2022.

The Company’s call and put options, two-way costless collars and three-way costless collars (Level 2) are valued using the Black-Scholes model, an industry standard option valuation model that takes into account inputs such as contract terms, including maturity, and market parameters, including assumptions of the NYMEX and OPIS futures index, interest rates, volatility and credit worthiness.  Inputs to the Black-Scholes model, including the volatility input, are obtained from a third-party pricing source, with independent verification of the most significant inputs on a monthly basis.  An increase (decrease) in volatility would result in an increase (decrease) in fair value measurement, respectively.

The Company’s basis swaps (Level 2) are estimated using third-party calculations based upon forward commodity price curves.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	September 30, 2023
	Fair Value Measurements Using:
(in millions)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets (Liabilities) at Fair Value
Assets
Fixed price swaps	$	—	$	263	$	—	$	263
Two-way costless collars	—		77		—		77
Three-way costless collars	—		105		—		105
Basis swaps	—		41		—		41
Put options	—		5		—		5
Liabilities
Fixed price swaps	—		(161)		—		(161)
Two-way costless collars	—		(73)		—		(73)
Three-way costless collars	—		(115)		—		(115)
Basis swaps	—		(5)		—		(5)
Call options	—		(47)		—		(47)
Put options	—		(5)		—		(5)
Total (1)	$	—	$	85	$	—	$	85

(1)Excludes a net reduction to the asset fair value of $1 million related to estimated non-performance risk.

	December 31, 2022
	Fair Value Measurements Using:
(in millions)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets (Liabilities) at Fair Value
Assets
Fixed price swaps	$	—	$	46	$	—	$	46
Two-way costless collars	—		65		—		65
Three-way costless collars	—		22		—		22
Basis swaps	—		81		—		81
Purchase Put - Natural Gas	—		4		—		4
Liabilities
Fixed price swaps	—		(888)		—		(888)
Two-way costless collars	—		(291)		—		(291)
Three-way costless collars	—		(362)		—		(362)
Basis swaps	—		(70)		—		(70)
Call options	—		(88)		—		(88)
Total (1)	$	—	$	(1,481)	$	—	$	(1,481)

(1)Excludes a net reduction to the liability fair value of $3 million related to estimated non-performance risk.

See Note 13 for a discussion of the fair value measurement of the Company’s pension plan assets.

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DEBT

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

DEBT

DEBT

The components of debt as of September 30, 2023 and December 31, 2022 consisted of the following:

	September 30, 2023
(in millions)	Debt Instrument		Unamortized Issuance Expense			Unamortized Debt Premium/Discount		Total
Variable rate (7.16% at September 30, 2023) 2022 revolving credit facility, due April 2027	$	388	$	—	(1)	$	—	$	388
4.95% Senior Notes due January 2025 (2)	389		(1)			—		388
8.375% Senior Notes due September 2028	304		(3)			—		301
5.375% Senior Notes due February 2029	700		(5)			19		714
5.375% Senior Notes due March 2030	1,200		(13)			—		1,187
4.75% Senior Notes due February 2032	1,150		(14)			—		1,136
Total debt	$	4,131	$	(36)		$	19	$	4,114
	December 31, 2022
(in millions)	Debt Instrument		Unamortized Issuance Expense			Unamortized Debt Premium/Discount		Total
Variable rate (6.15% at December 31, 2022) 2022 revolving credit facility, due April 2027	$	250	$	—	(1)	$	—	$	250
4.95% Senior Notes due January 2025 (2)	389		(1)			—		388
7.75% Senior Notes due October 2027	421		(3)			—		418
8.375% Senior Notes due September 2028	304		(3)			—		301
5.375% Senior Notes due February 2029	700		(5)			22		717
5.375% Senior Notes due March 2030	1,200		(16)			—		1,184
4.75% Senior Notes due February 2032	1,150		(16)			—		1,134
Total debt	$	4,414	$	(44)		$	22	$	4,392

(1)At September 30, 2023 and December 31, 2022, unamortized issuance expense of $16 million and $19 million, respectively, associated with the 2022 credit facility (as defined below) was classified as other long-term assets on the consolidated balance sheets.

(2)Effective in July 2018, the interest rate was 6.20% for the 2025 Notes, reflecting a net downgrade in the Company’s bond ratings since the initial offering. On April 7, 2020, S&P downgraded the Company’s bond rating to BB-, which had the effect of increasing the interest rate on the 2025 Notes to 6.45% following the July 23, 2020 interest payment date. The first coupon payment to the bondholders at the higher interest rate was paid in January 2021. On September 1, 2021, S&P upgraded the Company’s bond rating to BB, and on January 6, 2022, S&P further upgraded the Company’s bond rating to BB+, which decreased the interest rate on the 2025 Notes to 5.95% beginning with coupon payments paid after January 2022. On May 31, 2022, Moody’s upgraded the Company’s bond rating to Ba1, which decreased the interest rate on the 2025 Notes from 5.95% to 5.70% for coupon payments paid after July 2022.

The following is a summary of scheduled debt maturities by year as of September 30, 2023:

(in millions)
2023	$	—
2024	—
2025	389
2026	—
2027	388
Thereafter	3,354
	$	4,131

Credit Facilities

2022 Credit Facility

On April 8, 2022, the Company entered into an Amended and Restated Credit Agreement that replaces its previous credit facility with a group of banks, that as amended, has a maturity date of April 2027 (the “2022 credit facility”). As of September 30, 2023, the 2022 credit facility has an aggregate maximum revolving credit amount and borrowing base of $3.5 billion and elected five-year revolving commitments of $2.0 billion (the “Five-Year Tranche”). The borrowing base is subject to redetermination at least twice a year, which typically occurs in April and October, and is secured by substantially all of the assets owned by the Company and its subsidiaries. On October 4, 2023, the Company’s borrowing base was reaffirmed at $3.5 billion and the Five-Year Tranche was reaffirmed at $2.0 billion and has a maturity date of April 8, 2027.

Effective August 4, 2022, the Company elected to temporarily increase commitments under the 2022 credit facility by $500 million (the “Short-Term Tranche”) as a temporary working capital liquidity resource. The Company had no borrowings under the Short-Term Tranche which expired on April 30, 2023 and was not renewed.

The Company may utilize the 2022 credit facility in the form of loans and letters of credit. Loans under the Five-Year Tranche of the 2022 credit facility are subject to varying rates of interest based on whether the loan is a Secured Overnight Financing Rate (“SOFR”) loan or an alternate base rate loan. Term SOFR loans bear interest at term SOFR plus an applicable rate ranging from 1.75% to 2.75% based on the Company’s utilization of the Five-Year Tranche of the 2022 credit facility, plus a 0.10% credit spread adjustment. Base rate loans bear interest at a base rate per year equal to the greatest of: (i) the prime rate; (ii) the federal funds effective rate plus 0.50%; and (iii) the adjusted term SOFR rate for a one-month interest period plus 1.00%, plus an applicable margin ranging from 0.75% to 1.75%, depending on the percentage of the commitments utilized. Commitment fees on unused commitment amounts under the Five-Year Tranche of the 2022 credit facility range between 0.375% to 0.50%, depending on the percentage of the commitments utilized.

The 2022 credit facility contains customary representations and warranties and covenants including, among others, the following:

•A prohibition against incurring debt, subject to permitted exceptions;

•A restriction on creating liens on assets, subject to permitted exceptions;

•Restrictions on mergers and asset dispositions;

•Restrictions on use of proceeds, investments, declaring dividends, repurchasing junior debt, transactions with affiliates, or change of principal business; and

•Maintenance of the following financial covenants, commencing with the fiscal quarter ended March 31, 2022:

1.Minimum current ratio of not less than 1.00 to 1.00, whereby current ratio is defined as the Company’s consolidated current assets (including unused commitments under the credit agreement, but excluding non-cash

derivative assets) to consolidated current liabilities (excluding non-cash derivative obligations and current maturities of long-term debt).

2.Maximum total net leverage ratio of not greater than, with respect to the prior four fiscal quarters ending on or after March 31, 2022, 4.00 to 1.00.  Total net leverage ratio is defined as total debt less cash on hand (up to the lesser of 10% of credit limit or $150 million) divided by consolidated EBITDAX for the last four consecutive quarters.  EBITDAX, as defined in the credit agreement governing the Company’s 2022 credit facility, excludes the effects of interest expense, depreciation, depletion and amortization, income tax, any non-cash impacts from impairments, certain non-cash hedging activities, stock-based compensation expense, non-cash gains or losses on asset sales, unamortized issuance cost, unamortized debt discount and certain restructuring costs. 

The 2022 credit facility contains customary events of default that include, among other things, the failure to comply with the financial covenants described above, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments and cross-defaults to material indebtedness. If an event of default occurs and is continuing, all amounts outstanding under the 2022 credit facility may become immediately due and payable. As of September 30, 2023, the Company was in compliance with all of the covenants of the credit agreement in all material respects.

Currently, each United States domestic subsidiary of the Company for which the Company owns 100% of its equity guarantees the 2022 credit facility. Pursuant to requirements under the indentures governing its senior notes, each subsidiary that becomes a guarantor of the 2022 credit facility also must become a guarantor of each of the Company’s senior notes.

Certain features of the facility depend on whether Southwestern has obtained any of the following ratings:

•An unsecured long-term debt credit rating (an “Index Debt Rating”) of BBB- or higher with S&P;

•An Index Debt Rating of Baa3 or higher with Moody’s; or

•An Index Debt Rating of BBB- or higher with Fitch (each of the foregoing an “Investment Grade Rating”).

Upon receiving one Investment Grade Rating from either S&P or Moody’s and delivering a certification to the administrative agent (the period beginning at such time, an “Interim Investment Grade Period”), amongst other changes, the following occurs:

•The Guarantors may be released from their guarantees;

•The collateral under the facility will be released;

•The facility will no longer be subject to a borrowing base; and

•Certain title and collateral-related covenants will no longer be applicable.

During the Interim Investment Grade Period, the Company will be required to maintain compliance with the existing financial covenants as well as a PV-9 coverage ratio of the net present value, discounted at 9% per annum, of the estimated future net revenues expected in the proved reserves to the Company’s total indebtedness as of such date of not less than 1.50 to 1.00 (“PV-9 Coverage Ratio”). In addition, during an Interim Investment Grade Period or Investment Grade Period (as defined below), term SOFR loans will bear interest at term SOFR plus an applicable rate ranging from 1.25% to 1.875%, depending on the Company’s Index Debt Rating (as defined in the 2022 credit facility), plus an additional 0.10% credit spread adjustment. Base rate loans will bear interest at the base rate described above plus an applicable rate ranging from 0.25% to 0.875%, depending on the Company’s Index Debt Rating. During an Interim Investment Grade Period or Investment Grade Period (defined below), the commitment fee on unused commitment amounts under the facility will range from 0.15% to 0.275%, depending on the Company’s Index Debt Rating.

The Interim Investment Grade Period will end, and the facility will revert to its characteristics prior to the Interim Investment Grade Period, including being guaranteed by the Guarantors, being secured by collateral and being subject to a borrowing base, having applicable margins and commitment fee determined based on percentage of commitments utilized, as well as limited to compliance with the leverage ratio and current ratio financial covenants but not the PV-9 Coverage Ratio if both of the following are achieved during the Interim Investment Grade Period:

•An Index Debt Rating from Moody’s that is Ba2 or lower; and

•An Index Debt Rating from S&P that is BB or lower.

Upon receiving two Investment Grade Ratings from S&P, Moody’s, or Fitch (such period following, an “Investment Grade Period”), certain restrictive covenants fall away or become more permissive. Upon Investment Grade Period, the leverage ratio and current ratio financial covenants and PV-9 Coverage Ratio will no longer be effective, and the Company will be required to

maintain compliance with a total indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity, not to exceed 65%.

As of September 30, 2023, the Company had no outstanding letters of credit and $388 million in borrowings outstanding under the 2022 credit facility. The Company currently does not anticipate being required to supply a materially greater amount of letters of credit under its existing contracts.

Senior Notes

In January 2015, the Company completed a public offering of $1.0 billion aggregate principal amount of its 4.95% Senior Notes due 2025 (the “2025 Notes”). The interest rate on the 2025 Notes is determined based upon the public bond ratings from Moody’s and S&P. Downgrades on the 2025 Notes from either rating agency increase interest costs by 25 basis points per downgrade level and upgrades decrease interest costs by 25 basis points per upgrade level, up to the stated coupon rate, on the following semi-annual bond interest payment. Effective in July 2018, the interest rate for the 2025 Notes was 6.20%, reflecting a net downgrade in the Company’s bond ratings since their issuance. On April 7, 2020, S&P downgraded the Company’s bond rating to BB-, which had the effect of increasing the interest rate on the 2025 Notes to 6.45% following the July 23, 2020 interest payment due date. The first coupon payment to the 2025 Notes bondholders at the higher interest rate was paid in January 2021. On September 1, 2021, S&P upgraded the Company’s bond rating to BB, and on January 6, 2022, S&P further upgraded the Company’s bond rating to BB+, which decreased the interest rate on the 2025 Notes to 5.95% beginning with coupon payments paid after January 2022. On May 31, 2022, Moody’s upgraded the Company’s bond rating to Ba1, which decreased the interest rate on the 2025 Notes from 5.95% to 5.70% for coupon payments paid after July 2022.

During the nine months ended September 30, 2022, the Company redeemed the remaining outstanding principal balance of $201 million of its 4.10% Senior Notes due 2022, $46 million of its 8.375% Senior Notes due 2028 and $19 million of its 7.75% Senior Notes due 2027 for a total of $272 million, and recognized a $6 million loss on debt extinguishment.

On February 26, 2023, the Company redeemed all of its outstanding 7.75% Senior Notes due 2027 (the “2027 Notes”) at a redemption price equal to 103.875% of the outstanding principal amount plus accrued interest of $13 million for a total payment of $450 million. The Company recognized a $19 million loss on the extinguishment of debt, which included the write-off of $3 million in related unamortized debt discounts and debt issuance costs. The Company funded the redemption of the 2027 Notes using approximately $316 million of cash on hand and approximately $134 million of borrowings under the 2022 credit facility.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Operating Commitments and Contingencies

As of September 30, 2023, the Company’s contractual obligations for demand and similar charges under firm transportation and gathering agreements to guarantee access capacity on natural gas and liquids pipelines and gathering systems totaled approximately $9.7 billion, $1.2 billion of which related to access capacity on future pipeline and gathering infrastructure projects that still require the granting of regulatory approvals and additional construction efforts. As of September 30, 2023, the Company also had guarantee obligations of up to $825 million of that total amount. As of September 30, 2023, future payments under non-cancelable firm transportation and gathering agreements were as follows:

	Payments Due by Period
(in millions)	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		5 to 8 Years		More than 8 Years
Infrastructure currently in service	$	8,454	$	955	$	1,979	$	1,768	$	1,796	$	1,956
Pending regulatory approval and/or construction (1)	1,239		46		187		217		322		467
Total transportation charges	$	9,693	$	1,001	$	2,166	$	1,985	$	2,118	$	2,423

            

(1)Based on estimated in-service dates as of September 30, 2023.

Environmental Risk

The Company is subject to laws and regulations relating to the protection of the environment. Environmental and cleanup related costs of a non-capital nature are accrued when it is both probable that a liability has been incurred and when the amount can be reasonably estimated. Management believes any future remediation or other compliance related costs will not have a material effect on the financial position, results of operations or cash flows of the Company.

Litigation

The Company is subject to various litigation, claims and proceedings, most of which have arisen in the ordinary course of business, such as for alleged breaches of contract, miscalculation of royalties, employment matters, traffic accidents, pollution, contamination, encroachment on others’ property or nuisance. The Company accrues for litigation, claims and proceedings when a liability is both probable and the amount can be reasonably estimated. As of September 30, 2023, the Company does not currently have any material amounts accrued related to litigation matters, including the case discussed below. For any matters not accrued for, it is not possible at this time to estimate the amount of any additional loss, or range of loss, that is reasonably possible, but, based on the nature of the claims, management believes that current litigation, claims and proceedings, individually or in aggregate and after taking into account insurance, are not likely to have a material adverse impact on the Company’s financial position, results of operations or cash flows, for the period in which the effect of that outcome becomes reasonably estimable. Many of these matters are in early stages, so the allegations and the damage theories have not been fully developed, and are all subject to inherent uncertainties; therefore, management’s view may change in the future.

Bryant Litigation

As discussed in Note 2, on September 1, 2021, the Company completed its merger with Indigo, resulting in the assumption of Indigo’s existing litigation.

On June 12, 2018, a collection of 51 individuals and entities filed a lawsuit against fifteen oil and gas company defendants, including Indigo, in Louisiana state court claiming damages arising out of current and historical development and production activity on certain acreage located in DeSoto Parish, Louisiana. The plaintiffs, who claim to own the properties at issue, assert that Indigo’s actions and the actions of other current operators conducting development and production activity, combined with the improper plugging and abandoning of legacy wells by former operators, have caused environmental contamination to their properties. Among other things, the plaintiffs contend that the defendants’ conduct resulted in the migration of natural gas, along with oilfield contaminants, into the Carrizo-Wilcox aquifer system underlying certain portions of DeSoto Parish. The plaintiffs assert claims based in tort, breach of contract and for violations of the Louisiana Civil and Mineral Codes, and they seek injunctive relief and monetary damages in an unspecified amount, including punitive damages.

On September 13, 2018, Indigo filed a variety of exceptions in response to the plaintiffs’ petition in this matter. Since the initial filing, supplemental petitions have been filed joining additional individuals and entities as plaintiffs in the matter. On September 29, 2020, plaintiffs filed their fourth supplemental and amending petition in response to the court’s order ruling that plaintiffs’ claims were improperly vague and failed to identify with reasonable specificity the defendants’ allegedly wrongful conduct. Indigo and the majority of the other defendants filed several exceptions to plaintiffs’ fourth amended petition challenging the sufficiency of plaintiffs’ allegations and seeking dismissal of certain claims. On February 18, 2021, plaintiffs filed a fifth supplemental and amending petition, which seeks to augment the claims of select plaintiffs. On October 11, 2021, a sixth supplemental petition was filed which seeks to add the Company as a party to the litigation which the Company has opposed. Plaintiffs later filed seventh and eighth supplemental petitions naming additional defendants. Fact discovery for the case is ongoing.

The presence of natural gas in a localized area of the Carrizo-Wilcox aquifer system in DeSoto Parish is currently the subject of a regulatory investigation by the Louisiana Office of Conservation (“Conservation”), and the Company is cooperating and coordinating with Conservation in that investigation. The Conservation matter number is EMER18-003.

The Company does not currently expect this matter to have a material impact on its financial position, results of operations, cash flows or liquidity.

Indemnifications

The Company has provided certain indemnifications to various third parties, including in relation to asset and entity dispositions, securities offerings and other financings. In the case of asset dispositions, these indemnifications typically relate to disputes, litigation or tax matters existing at the date of disposition. The Company likewise obtains indemnification for future matters when it sells assets, although there is no assurance the buyer will be capable of performing those obligations.  In the case of equity offerings, these indemnifications typically relate to claims asserted against underwriters in connection with an offering. No material liabilities have been recognized in connection with these indemnifications.

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INCOME TAXES

9 Months Ended

Sep. 30, 2023

Income Tax Expense (Benefit), Continuing Operations [Abstract]

INCOME TAXES

INCOME TAXESThe Company’s effective tax rate was approximately 33% and 1% for the three and nine months ended September 30, 2023, respectively, primarily as a result of the release of valuation allowances against the Company’s U.S. deferred tax assets throughout 2023. A valuation allowance for deferred tax assets, including net operating losses (“NOLs”), is recognized when it is more likely than not that some or all of the benefit from the deferred tax assets will not be realized. To assess that likelihood,

the Company uses estimates and judgment regarding future taxable income and considers the tax consequences in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include current financial position, results of operations, both actual and forecasted, the reversal of deferred tax liabilities and tax planning strategies as well as the current and forecasted business economics of the oil and gas industry.

For the year ended December 31, 2022, the Company maintained a full valuation allowance against its deferred tax assets based on its conclusion, considering all available evidence (both positive and negative), that it was more likely than not that the deferred tax assets would not be realized. A significant item of objective negative evidence considered was the cumulative pre-tax loss incurred over the three-year period ended December 31, 2022, primarily due to impairments of proved oil and gas properties recognized in 2020. As of the first quarter of 2023, the Company sustained a three-year cumulative level of profitability. Based on this factor and other positive evidence such as forecasted income, the Company concluded that $523 million of its federal and state deferred tax assets were more likely than not to be realized and plan to release this portion of the valuation allowance in 2023. Accordingly, during the nine months ended September 30, 2023, the Company recognized $520 million of deferred income tax expense related to recording its tax provision which was partially offset by $492 million of tax benefit attributable to the release of the valuation allowance. The remaining valuation allowance will be released during the fourth quarter of 2023. The Company expects to keep a valuation allowance of $66 million related to NOLs in jurisdictions in which it no longer operates and against the portion of its federal and state deferred tax assets such as capital losses and interest carryovers, which may expire before being fully utilized due to the application of the limitations under Section 382 and the ordering in which such attributes may be applied.

Due to the issuance of common stock associated with the Indigo Merger, the Company incurred a cumulative ownership change and as such, the Company’s NOLs prior to the acquisition are subject to an annual limitation under Internal Revenue Code Section 382 of approximately $48 million. The ownership changes and resulting annual limitation will result in the expiration of NOLs or other tax attributes otherwise available. At September 30, 2023, the Company had approximately $4 billion of federal NOL carryovers, of which approximately $3 billion expire between 2035 and 2037 and $1 billion have an indefinite carryforward life. The Company currently estimates that approximately $2 billion of these federal NOLs will expire before they are able to be used and accordingly, no value has been ascribed to these NOLs on the Company’s balance sheet. If a subsequent ownership change were to occur as a result of future transactions in the Company’s common stock, the Company’s use of remaining U.S. tax attributes may be further limited.

The Inflation Reduction Act of 2022 (the “IRA”) was enacted on August 16, 2022 and may impact how the U.S. taxes certain large corporations. The IRA imposes a 15% alternative minimum tax on the “adjusted financial statement income” of certain large corporations (generally, corporations reporting at least $1 billion average adjusted pre-tax net income on their consolidated financial statements) for tax years beginning after December 31, 2022. The Company does not expect to be impacted by this alternative minimum tax during 2023. The Company will continue to monitor updates to the IRA and the impact it will have on the Company’s consolidated financial statements.

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PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS

Prior to January 1, 2021, substantially all of the Company’s employees were covered by the defined benefit pension plan, a cash balance plan that provided benefits based upon a fixed percentage of an employee’s annual compensation (the “Plan”). As part of an ongoing effort to reduce costs, the Company elected to freeze the Plan effective January 1, 2021. Employees that were participants in the Plan prior to January 1, 2021 continued to receive the interest component of the Plan but no longer received the service component. On September 13, 2021, the Compensation Committee of the Board approved terminating the Plan, effective December 31, 2021. This decision, among other benefits, will provide Plan participants quicker access to, and greater flexibility in, the management of participants’ respective benefits due under the Plan.

The Company commenced the Plan termination process, and, on April 6, 2022, the Internal Revenue Service issued a favorable determination letter, concurring that the Plan met all of the qualification requirements under the Internal Revenue Code. In December 2022, the Company distributed approximately $38 million of the Plan’s assets to participants in the form of lump sum payments in connection with a limited distribution window provided to all active and former employee participants as part of the Plan termination process.

In March 2023, the Company entered into a group annuity contract with a qualified insurance company relating to the Plan. Under the group annuity contract, the Company purchased an irrevocable nonparticipating single premium group annuity contract from the insurer and transferred to the insurer the future benefit obligations and annuity administration for remaining retirees and beneficiaries under the Plan.

Upon issuance of the group annuity contract, the pension benefit obligations and annuity administration for the remaining participants was irrevocably transferred from the Plan to the insurer. By transferring these obligations through the payment to the insurer in March 2023, the Company has no remaining obligations under the Plan or any other U.S. tax-qualified defined benefit pension plan. The purchase of the group annuity contract was funded directly by the assets of the Plan. The Company recognized a pre-tax non-cash pension settlement charge of approximately $2 million during the nine months ended September 30, 2023 as a result of the settlement of the Plan.

The Company transferred the remaining residual Plan assets balance of approximately $14 million to a qualified replacement plan in September 2023 and expects to close the Plan during the fourth quarter of 2023.

The postretirement benefit plan provides contributory health care and life insurance benefits. Employees become eligible for these benefits if they meet age and service requirements. Generally, the benefits paid are a stated percentage of medical expenses reduced by deductibles and other coverages.

Substantially all of the Company’s employees continue to be covered by the postretirement benefit plans. The Company accounts for its defined benefit pension and other postretirement plans by recognizing the funded status of each defined pension benefit plan and other postretirement benefit plan on the Company’s balance sheet. In the event a plan is overfunded, the Company recognizes an asset. Conversely, if a plan is underfunded, the Company recognizes a liability.

Net periodic pension costs include the following components for the three and nine months ended September 30, 2023 and 2022:

	Consolidated Statements of Operations Classification of Net Periodic Benefit Cost	For the three months ended September 30,				For the nine months ended September 30,
(in millions)		2023		2022		2023		2022
Service cost	General and administrative expenses	$	—	$	—	$	—	$	—
Interest cost	Other Income (Loss), Net	—		1		—		3
Expected return on plan assets	Other Income (Loss), Net	—		—		—		—
Amortization of prior service cost	Other Income (Loss), Net	—		—		(1)		(1)
Settlement loss	Other Income (Loss), Net	—		—		2		—
Net periodic benefit cost		$	—	$	1	$	1	$	2

The Company’s other postretirement benefit plan had a net periodic benefit cost of less than $1 million for both the three months ended September 30, 2023 and September 30, 2022, and approximately $1 million for both the nine months ended September 30, 2023 and September 30, 2022.

The Company did not make any contributions to the Plan during 2023 and recognized no residual pension assets related to its pension benefits as of September 30, 2023 as the assets were transferred to a qualified replacement plan. The Company recognized a pension asset of approximately $15 million related to its pension benefits as of December 31, 2022. The Company recognized liabilities of approximately $10 million and $9 million related to its other postretirement benefits as of September 30, 2023 and December 31, 2022, respectively.

The Company maintains a non-qualified deferred compensation supplemental retirement savings plan (“Non-Qualified Plan”) for certain key employees who may elect to defer and contribute a portion of their compensation, as permitted by the Non-Qualified Plan. Shares of the Company’s common stock purchased under the terms of the Non-Qualified Plan are included in treasury stock and totaled 1,455 shares at September 30, 2023 and 1,743 shares at December 31, 2022.

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LONG-TERM INCENTIVE COMPENSATION

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

The Company’s long-term incentive compensation plans consist of a combination of stock-based awards that derive their value directly or indirectly from the Company’s common stock price, and cash-based awards that are fixed in amount but subject to meeting annual performance thresholds.

Stock-Based Compensation

The Company’s stock-based compensation is classified as either equity awards or liability awards in accordance with GAAP. The fair value of an equity-classified award is determined at the grant date and is amortized to general and administrative expense on a straight-line basis over the vesting period of the award. A portion of this general and administrative expense is capitalized into natural gas and oil properties, included in property and equipment. The fair value of a liability-classified award is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are recorded to general and administrative expense and capitalized expense over the vesting period of

the award. Generally, stock options granted to employees and directors vest ratably over three years from the grant date and expire 10 years from the date of grant. However, the Company has not granted stock options since 2017. The Company issues shares of restricted stock and restricted stock units to employees and directors which generally vest over three years.

Restricted stock, restricted stock units and stock options granted under the Southwestern Energy Company 2022 Incentive Plan (the “2022 Plan”) immediately vest upon death, disability or retirement (subject to a minimum of three years of service). To the extent no provision is made in connection with a “change in control” (as defined in the 2022 Plan) for the assumption of awards previously granted under the 2022 Plan or there is no substitution of such awards for new awards, then (i) outstanding time-based awards will become fully vested, and (ii) each outstanding performance-based award will vest with respect to the number of shares of common stock underlying such award or the amount of cash underlying the award eligible to vest based on performance during the performance period that includes the date of the change in control, prorated for the number of days which have elapsed during the performance period prior to the change in control. To the extent an award is assumed or substituted in connection with the change in control, if a participant is terminated by the Company without “cause” or the participant resigns for “good reason” (each as defined in the 2022 Plan) within 12 months following a change in control, then (i) each time-based award will become fully vested, and (ii) each outstanding performance-based award will vest based on performance during the performance period that includes the date of the change in control, prorated for the number of days which have elapsed during the performance period prior to such termination.

The Company issues performance unit awards to employees which historically have vested at or over three years. The performance units granted in 2021, 2022 and 2023 cliff-vest at the end of three years.

The Company recognized the following amounts in total related to long-term incentive compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Long-term incentive compensation – expensed	$	7	$	6	$	18	$	24
Long-term incentive compensation – capitalized	$	4	$	4	$	11	$	15

Equity-Classified Awards

The Company recognized the following amounts in employee equity-classified stock-based compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Equity-classified awards – expensed	$	2	$	1	$	7	$	4
Equity-classified awards – capitalized	$	1	$	—	$	2	$	—

Equity-Classified Stock Options

The following table summarizes equity-classified stock option activity for the nine months ended September 30, 2023 and provides information for options outstanding and options exercisable as of September 30, 2023:

	Number of Options	Weighted Average Exercise Price
	(in thousands)
Outstanding at December 31, 2022	997	$	8.59
Granted	—	$	—
Exercised	—	$	—
Forfeited or expired	(177)	$	8.60
Outstanding at September 30, 2023	820	$	8.59
Exercisable at September 30, 2023	820	$	8.59

Equity-Classified Restricted Stock

As of September 30, 2023, there was less than $1 million of total unrecognized compensation cost related to the Company’s unvested equity-classified restricted stock grants. This cost is expected to be recognized over a weighted-average period of 0.6 years. The following table summarizes equity-classified restricted stock activity for the nine months ended September 30, 2023 and provides information for unvested shares as of September 30, 2023:

	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested shares at December 31, 2022	211	$	5.81
Granted	336	$	5.34
Vested	(378)	$	5.71
Forfeited	—	$	—
Unvested shares at September 30, 2023	169	$	5.09

Equity-Classified Restricted Stock Units

As of September 30, 2023, there was $8 million of total unrecognized compensation cost related to the Company’s unvested equity-classified restricted stock units. This cost is expected to be recognized over a weighted-average period of 1.6 years. The following table summarizes equity-classified restricted stock units for the nine months ended September 30, 2023 and provides information for unvested units as of September 30, 2023.

	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	1,645	$	4.44
Granted	1,539	$	4.83
Vested	(555)	$	4.42
Forfeited	(1)	$	3.05
Unvested units at September 30, 2023	2,628	$	4.67

Equity-Classified Performance Units

In each year beginning with 2018, the Company granted performance units that vest at the end of, or over, a three-year period and are payable in either cash or shares. The performance units granted from 2020 through 2021 were accounted for as liability-classified awards as further described below. In 2022 and 2023, two types of performance units were granted. The first type of awards were liability-classified given the awards are payable only in cash as prescribed under the compensation agreements. The second type of awards granted during 2022 and 2023 have been accounted for as equity-classified awards given the intention to settle these awards in stock. The equity-classified awards were recognized at their fair value as of the grant date and are amortized throughout the vesting period. The 2022 and 2023 performance unit awards include a market condition based on relative TSR (as defined below). The fair values of the market conditions were calculated by Monte Carlo models as of the grant date. As of September 30, 2023, there was $7 million of total unrecognized compensation costs related to the Company’s unvested equity-classified performance units. This cost is expected to be recognized over a weighted-average period of 2.1 years.

	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	817	$	6.04
Granted	940	$	6.12
Vested	—	$	—
Forfeited	—	$	—
Unvested units at September 30, 2023	1,757	$	6.08

Liability-Classified Awards

The Company recognized the following amounts in employee liability-classified stock-based compensation costs for the three and nine months ended September 30, 2023:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Liability-classified stock-based compensation cost – expensed	$	2	$	3	$	3	$	15
Liability-classified stock-based compensation cost – capitalized	$	1	$	2	$	2	$	10

Liability-Classified Restricted Stock Units

In the first quarter of each year beginning with 2018, the Company granted restricted stock units that vest over a period of four years and are payable in either cash or shares at the option of the Compensation Committee of the Company’s Board. The liability-classified awards granted in 2021 vest over a period of three years. The Company has accounted for these as liability-classified awards, and accordingly changes in the market value of the instruments will be recorded to general and administrative expense and capitalized expense over the vesting period of the award. As of September 30, 2023, there was $3 million of total unrecognized compensation cost related to liability-classified restricted stock units that is expected to be recognized over a weighted-average period of 0.4 years. The amount of unrecognized compensation cost for liability-classified awards will fluctuate over time as they are marked to market.

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	3,950	$	4.81
Granted	—	$	—
Vested	(2,206)	$	4.84
Forfeited	(3)	$	5.57
Unvested units at September 30, 2023	1,741	$	4.61

Liability-Classified Performance Units

In each year beginning with 2018, the Company granted performance units that vest at the end of, or over, a three-year period and are payable in either cash or shares. The performance units granted in 2020 vest over a three-year period and are payable in cash as prescribed under the compensation agreements and have been accounted for as liability-classified awards. The Company granted two types of performance units in 2021 that vest over a three-year period. One type is payable in cash as prescribed under the compensation agreements and the other type is payable in either cash or stock at the option of the Compensation Committee of the Company’s Board. Both award types have been accounted for as liability-classified awards. The Company granted two types of performance units in 2022 and 2023 that vest over a three-year period. For both 2022 and 2023, one type of award is payable in cash as prescribed under the compensation agreements and has been liability-classified while the other type is equity-classified as further discussed above. Changes in the fair market value of the instruments for liability-classified awards will be recorded to general and administrative expense and capitalized expense over the vesting period of the awards. 

The performance units granted in 2020 include a performance condition based on return on average capital employed and a market condition based on relative total shareholder return (“TSR”). In 2021, of the two types of performance units granted, the first type of award includes a performance condition based on return on capital employed and a performance condition based on reinvestment rate, and the second type of award includes one market condition based on relative TSR. The liability-classified performance units granted in 2022 and 2023 include performance conditions based on return on capital employed and reinvestment rate. The fair values of all market conditions discussed above are calculated by Monte Carlo models on a quarterly basis. 

As of September 30, 2023, there was $7 million of total unrecognized compensation cost related to liability-classified performance units. This cost is expected to be recognized over a weighted-average period of 2.1 years. The amount of unrecognized compensation cost for liability-classified awards will fluctuate over time as they are marked to market. The final value of the performance unit awards is contingent upon the Company’s actual performance against these performance measures.

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	10,982	$	2.25
Granted	5,136	$	4.83
Vested	(3,966)	$	6.13
Forfeited	—	$	—
Unvested units at September 30, 2023	12,152	$	1.15

Cash-Based Compensation

The Company recognized the following amounts in performance cash award compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Performance cash awards – expensed	$	3	$	2	$	8	$	5
Performance cash awards – capitalized	$	2	$	2	$	7	$	5

Performance Cash Awards

From 2020 through 2022 the Company granted performance cash awards that vest over a four-year period and are payable in cash on an annual basis. In 2023, the Company granted performance cash awards that vest over a three-year period and are payable in cash on an annual basis. The value of each unit of the award equals one dollar. The Company recognizes the cost of these awards as general and administrative expense and capitalized expense over the vesting period of the awards. The performance cash awards granted from 2020 through 2023 include a performance condition determined annually by the Company. For all years, the performance measure is a targeted discretionary cash flow amount. If the Company, in its sole discretion, determines that the threshold was not met, the amount for that vesting period will not vest and will be cancelled. As of September 30, 2023, there was $38 million of total unrecognized compensation cost related to performance cash awards. This cost is expected to be recognized over a weighted-average period of 2.2 years. The final value of the performance cash awards is contingent upon the Company’s actual performance against these performance measures.

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	39,994	$	1.00
Granted	27,493	$	1.00
Vested	(13,250)	$	1.00
Forfeited	(3,761)	$	1.00
Unvested units at September 30, 2023	50,476	$	1.00

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SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

The Company’s reportable business segments have been identified based on the differences in products or services provided. The Company’s E&P segment is comprised of gas and oil properties which are managed as a whole rather than through discrete operating segments. Operational information for the Company’s E&P segment is tracked by geographic area; however, financial performance and allocation of resources are assessed at the segment level without regard to geographic area. Revenues for the E&P segment are derived from the production and sale of natural gas and liquids. The Marketing segment generates revenue through the marketing of both Company and third-party produced natural gas and liquids volumes.

Summarized financial information for the Company’s reportable segments is shown in the following table.  The accounting policies of the segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of the 2022 Annual Report. Management evaluates the performance of its segments based on operating income, defined as operating revenues less operating costs. Income before income taxes, for the purpose of reconciling the operating income amount shown below to consolidated income before income taxes, is the sum of operating income, interest expense, gain (loss) on derivatives, gain on early extinguishment of debt and other income (loss). The “Other” column includes items not related to the Company’s reportable segments, including real estate and corporate items. Corporate general and administrative costs, depreciation expense and taxes, other than income taxes, are allocated to the segments.

	Exploration and Production			Marketing		Other		Total
Three months ended September 30, 2023	(in millions)
Revenues from external customers	$	890		$	553	$	—	$	1,443
Intersegment revenues	(17)			826		—		809
Depreciation, depletion and amortization expense	337			1		—		338
Operating income (loss)	(18)			25		—		7
Interest expense (1)	36			—		—		36
Gain on derivatives	93			—		—		93
Other income, net	1			—		1		2
Provision for income taxes (1)	21			—		—		21
Assets	12,350		(2)	483		140		12,973
Capital investments (3)	452			—		2		454
Three months ended September 30, 2022
Revenues from external customers	$	3,243		$	1,298	$	—	$	4,541
Intersegment revenues	4			3,138		—		3,142
Depreciation, depletion and amortization expense	297			1		—		298
Operating income	2,386			28		—		2,414
Interest expense (1)	50			—		—		50
Loss on derivatives	(1,903)			—		—		(1,903)
Provision for income taxes (1)	11			—		—		11
Assets	11,359		(2)	1,633		112		13,104
Capital investments (3)	540			—		3		543

	Exploration and Production			Marketing		Other		Total
Nine months ended September 30, 2023	(in millions)
Revenues from external customers	$	3,123		$	1,707	$	—	$	4,830
Intersegment revenues	(44)			2,944		—		2,900
Depreciation, depletion and amortization expense	975			4		—		979
Operating income	490			66		—		556
Interest expense (1)	106			—		—		106
Gain on derivatives	1,811			—		—		1,811
Loss on extinguishment of debt	—			—		(19)		(19)
Other income, net	—			—		1		1
Provision for income taxes (1)	28			—		—		28
Assets	12,350		(2)	483		140		12,973
Capital investments (3)	1,709			—		5		1,714
Nine months ended September 30, 2022
Revenues from external customers	$	8,251		$	3,371	$	—	$	11,622
Intersegment revenues	(1)			7,843		—		7,842
Depreciation, depletion and amortization expense	857			4		—		861
Operating income	5,784		(4)	60		—		5,844
Interest expense (1)	139			—		—		139
Loss on derivatives	(6,707)			—		(2)		(6,709)
Loss on early extinguishment of debt	—			—		(6)		(6)
Other loss, net	—			(1)		—		(1)
Provision for income taxes (1)	41			—		—		41
Assets	11,359		(2)	1,633		112		13,104
Capital investments (3)	1,669			—		3		1,672

(1)Interest expense and provision for income taxes by segment is an allocation of corporate amounts as they are incurred at the corporate level.

(2)E&P assets includes office, technology, water infrastructure, drilling rigs and other ancillary equipment not directly related to natural gas and oil properties. This also includes deferred tax assets which are an allocation of corporate amounts as they are incurred at the corporate level.

(3)Capital investments include decreases of $94 million and $33 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and a decrease of $122 million and an increase of $44 million for the nine months ended September 30, 2023 and September 30, 2022, respectively, relating to the change in accrued expenditures between periods.

(4)The E&P segment operating income includes $27 million of merger-related expenses related to the Indigo and GEPH Mergers for the nine months ended September 30, 2022.

The following table presents the breakout of other assets, which represent corporate assets not allocated to segments and assets for non-reportable segments as of September 30, 2023 and 2022:

	As of September 30,
(in millions)	2023			2022
Cash and cash equivalents	$	26		$	11
Accounts receivable	1			1
Prepayments	10			8
Other current assets	2			—
Property, plant and equipment	21			10
Unamortized debt expense	16			21
Right-of-use lease assets	51			58
Non-qualified retirement plan	3			3
Other long-term assets	10		(1)	—
	$	140		$	112

(1)Consists primarily of

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NEW ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Standards Implemented in this Report

None.

New Accounting Standards Not Yet Adopted in this Report

None that are expected to have a material impact.

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Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income (loss)	$ 45	$ 231	$ 1,939	$ 450	$ 1,173	$ (2,675)	$ 2,215	$ (1,052)

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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NEW ACCOUNTING PRONOUNCEMENTS (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

New Accounting Standards Implemented in this Report and New Accounting Standards Not Yet Adopted in this Report

New Accounting Standards Implemented in this Report

None.

New Accounting Standards Not Yet Adopted in this Report

None that are expected to have a material impact.

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Acquisition Related Costs

The following table summarizes the merger-related expenses incurred during the nine months ended September 30, 2022:

	For the nine months ended September 30, 2022
(in millions)	Indigo Merger		GEPH Merger		Total
Transition services	$	—	$	18	$	18
Professional fees (bank, legal, consulting)	—		1		1
Contract buyouts, terminations and transfers	1		2		3
Due diligence and environmental	1		1		2
Employee-related	—		1		1
Other	—		2		2
Total merger-related expenses	$	2	$	25	$	27

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Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue by Segment

The following table reconciles operating revenues as presented on the consolidated statements of operations to the operating revenues by segment:

(in millions)	E&P		Marketing		Intersegment Revenues		Total
Three months ended September 30, 2023
Gas sales	$	610	$	—	$	17	$	627
Oil sales	93		—		1		94
NGL sales	170		—		(1)		169
Marketing	—		1,379		(826)		553
Total	$	873	$	1,379	$	(809)	$	1,443
(in millions)
Three months ended September 30, 2022
Gas sales	$	2,889	$	—	$	(5)	$	2,884
Oil sales	99		—		1		100
NGL sales	260		—		—		260
Marketing	—		4,436		(3,138)		1,298
Other (1)	(1)		—		—		(1)
Total	$	3,247	$	4,436	$	(3,142)	$	4,541

(in millions)	E&P		Marketing		Intersegment Revenues		Total
Nine months ended September 30, 2023
Gas sales	$	2,281	$	—	$	42	$	2,323
Oil sales	278		—		3		281
NGL sales	524		—		(1)		523
Marketing	—		4,651		(2,944)		1,707
Other (1)	(4)		—		—		(4)
Total	$	3,079	$	4,651	$	(2,900)	$	4,830
(in millions)
Nine months ended September 30, 2022
Gas sales	$	7,064	$	—	$	(3)	$	7,061
Oil sales	345		—		4		349
NGL sales	842		—		—		842
Marketing	—		11,214		(7,843)		3,371
Other (1)	(1)		—		—		(1)
Total	$	8,250	$	11,214	$	(7,842)	$	11,622

(1)For the nine months ended September 30, 2023 and the three and nine months ended September 30, 2022, other E&P revenues consists primarily of losses on purchaser imbalances associated with natural gas and certain NGLs.

Disaggregation of Revenue on Geographic Basis

Associated E&P revenues are also disaggregated for analysis on a geographic basis by the core areas in which the Company operates, which are Appalachia and Haynesville.

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Appalachia	$	500	$	1,874	$	1,891	$	4,971
Haynesville	373		1,373		1,188		3,279
Total	$	873	$	3,247	$	3,079	$	8,250

Reconciliation of Accounts Receivable

The following table reconciles the Company’s receivables from contracts with customers to consolidated accounts receivable as presented on the consolidated balance sheet:

(in millions)	September 30, 2023		December 31, 2022
Receivables from contracts with customers	$	512	$	1,313
Other accounts receivable	90		88
Total accounts receivable	$	602	$	1,401

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CASH AND CASH EQUIVALENTS (Tables)

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Summary of Cash and Cash Equivalents

The following table presents a summary of cash and cash equivalents as of September 30, 2023 and December 31, 2022:

(in millions)	September 30, 2023		December 31, 2022
Cash	$	2	$	49
Marketable securities (1)	24		1
Total	$	26	$	50

(1)Typically consists of government stable value money market funds.

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NATURAL GAS AND OIL PROPERTIES (Tables)

9 Months Ended

Sep. 30, 2023

Oil and Gas Exploration and Production Industries Disclosures [Abstract]

Oil and Gas Exploration and Production Industries Disclosures

Prices used to calculate the ceiling value of reserves were as follows:

	September 30, 2023		September 30, 2022
Natural gas (per MMBtu)	$	3.42	$	6.13
Oil (per Bbl)	$	78.54	$	91.71
NGLs (per Bbl)	$	22.24	$	37.33

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

The following table presents the computation of earnings per share for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions, except share/per share amounts)	2023		2022		2023		2022
Net income (loss)	$	45	$	450	$	2,215	$	(1,052)
Number of common shares:
Weighted average outstanding	1,101,231,113		1,110,259,907		1,100,895,642		1,113,705,502
Issued upon assumed exercise of outstanding stock options	—		—		—		—
Effect of issuance of non-vested restricted common stock	932,868		796,253		839,031		—
Effect of issuance of non-vested restricted units	1,689,617		1,466,701		1,133,002		—
Effect of issuance of non-vested performance units	174,036		—		—		—
Weighted average and dilutive outstanding	1,104,027,634		1,112,522,861		1,102,867,675		1,113,705,502
Earnings (loss) per common share
Basic	$	0.04	$	0.41	$	2.01	$	(0.94)
Diluted	$	0.04	$	0.40	$	2.01	$	(0.94)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table presents the common stock shares equivalent excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2023 and 2022, as they would have had an antidilutive effect:

	For the three months ended September 30,		For the nine months ended September 30,
	2023	2022	2023	2022
Unexercised stock options	820,138	1,961,128	835,362	2,467,127
Unvested restricted common stock	—	—	54,989	810,025
Restricted units	224,726	790,182	652,089	1,503,049
Performance units	—	—	764,916	474,093
Total	1,044,864	2,751,310	2,307,356	5,254,294

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Derivatives and Risk Management (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments Notional Amount, Weighted Average Contract Prices and Fair Value

The following tables provide information about the Company’s financial instruments that are sensitive to changes in commodity prices and that are used to protect the Company’s exposure. None of the financial instruments below are designated for hedge accounting treatment. The tables present the notional amount, the weighted average contract prices and the fair value by expected maturity dates as of September 30, 2023:

Financial Protection on Production
		Weighted Average Price per MMBtu
	Volume (Bcf)	Swaps		Sold Puts		Purchased Puts		Sold Calls		Basis Differential		Fair Value at September 30, 2023 (in millions)
Natural Gas
2023
Fixed price swaps	179	$	3.28	$	—	$	—	$	—	$	—	$	49
Two-way costless collars	32	—		—		2.88		3.29		—		1
Three-way costless collars	47	—		2.08		2.50		2.91		—		(11)
Total	258											$	39
2024
Fixed price swaps	528	$	3.54	$	—	$	—	$	—	$	—	$	82
Two-way costless collars	44	—		—		3.07		3.53		—		(5)
Three-way costless collars	77	—		2.46		3.19		3.99		—		(5)
Total	649											$	72
2025
Two-way costless collars	73	$	—	$	—	$	3.50	$	5.40	$	—	$	11
Three-way costless collars	106	—		2.50		3.75		5.69		—		16
Total	179											$	27
Basis Swaps
2023	71	$	—	$	—	$	—	$	—	$	(0.57)	$	24
2024	46	—		—		—		—		(0.71)		9
2025	9	—		—		—		—		(0.64)		3
Total	126											$	36

	Volume (MBbls)	Weighted Average Strike Price per Bbl								Fair Value at September 30, 2023 (in millions)
		Swaps		Sold Puts		Purchased Puts		Sold Calls
Oil
2023
Fixed price swaps	733	$	67.34	$	—	$	—	$	—	$	(15)
Two-way costless collars	147	—		—		70.00		80.58		(1)
Three-way costless collars	291	—		34.36		46.05		55.96		(10)
Total	1,171									$	(26)
2024
Fixed price swaps	1,571	$	71.06	$	—	$	—	$	—	$	(15)
Two-way costless collars	512	—		—		70.00		85.63		(2)
Total	2,083									$	(17)
2025
Fixed price swaps	41	$	77.66	$	—	$	—	$	—	$	—
Ethane
2023
Fixed price swaps	2,254	$	10.99	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	3,429	$	10.84	$	—	$	—	$	—	$	—
Propane
2023
Fixed price swaps	1,782	$	30.44	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	3,254	$	31.78	$	—	$	—	$	—	$	3
2025
Fixed price swaps	63	$	26.46	$	—	$	—	$	—	$	—
Normal Butane
2023
Fixed price swaps	198	$	40.96	$	—	$	—	$	—	$	1
2024
Fixed price swaps	329	$	40.74	$	—	$	—	$	—	$	1
Natural Gasoline
2023
Fixed price swaps	171	$	63.74	$	—	$	—	$	—	$	(1)
2024
Fixed price swaps	329	$	64.37	$	—	$	—	$	—	$	(1)

Other Derivative Contracts
	Volume (Bcf)	Weighted Average Strike Price per MMBtu		Fair Value at September 30, 2023 (in millions)
Call Options – Natural Gas (Net)
2023	15	$	2.97	$	(4)
2024	82	6.56		(9)
2025	73	7.00		(14)
2026	73	7.00		(20)
Total	243			$	(47)

Balance Sheet Classification of Derivative Financial Instruments

The balance sheet classification of the assets and liabilities related to derivative financial instruments are summarized below as of September 30, 2023 and December 31, 2022:

Derivative Assets
		Fair Value
(in millions)	Balance Sheet Classification	September 30, 2023		December 31, 2022
Derivatives not designated as hedging instruments:
Fixed price swaps – natural gas	Derivative assets	$	224	$	—
Fixed price swaps – ethane	Derivative assets	2		4
Fixed price swaps – propane	Derivative assets	10		9
Fixed price swaps – normal butane	Derivative assets	2		1
Fixed price swaps – natural gasoline	Derivative assets	—		1
Two-way costless collars – natural gas	Derivative assets	32		47
Two-way costless collars – oil	Derivative assets	1		—
Three-way costless collars – natural gas	Derivative assets	28		18
Three-way costless collars – oil	Derivative assets	—		1
Basis swaps – natural gas	Derivative assets	33		64
Put options – natural gas	Derivative assets	5		—
Fixed price swaps – natural gas	Other long-term assets	25		28
Fixed price swaps – oil	Other long-term assets	—		1
Fixed price swaps – ethane	Other long-term assets	—		1
Fixed price swaps – propane	Other long-term assets	—		1
Two-way costless collars – natural gas	Other long-term assets	43		18
Two-way costless collars – oil	Other long-term assets	1		—
Three-way costless collars – natural gas	Other long-term assets	77		3
Basis swaps – natural gas	Other long-term assets	8		17
Put options – natural gas	Other long-term assets	—		4
Total derivative assets		$	491	$	218

Derivative Liabilities
		Fair Value
(in millions)	Balance Sheet Classification	September 30, 2023		December 31, 2022
Derivatives not designated as hedging instruments:
Fixed price swaps – natural gas	Derivative liabilities	$	73	$	581
Fixed price swaps – oil	Derivative liabilities	29		20
Fixed price swaps – ethane	Derivative liabilities	3		1
Fixed price swaps – propane	Derivative liabilities	7		—
Fixed price swaps – natural gasoline	Derivative liabilities	2		1
Two-way costless collars – natural gas	Derivative liabilities	31		235
Two-way costless collars – oil	Derivative liabilities	4		—
Three-way costless collars – natural gas	Derivative liabilities	39		311
Three-way costless collars – oil	Derivative liabilities	10		31
Basis swaps – natural gas	Derivative liabilities	5		69
Call options – natural gas	Derivative liabilities	11		70
Put options – natural gas	Derivative liabilities	5		—
Fixed price swaps – natural gas	Long-term derivative liabilities	45		281
Fixed price swaps – oil	Long-term derivative liabilities	1		4
Fixed price swaps – propane	Long-term derivative liabilities	1		—
Two-way costless collars – natural gas	Long-term derivative liabilities	37		56
Two-way costless collars – oil	Long-term derivative liabilities	1		—
Three-way costless collars – natural gas	Long-term derivative liabilities	66		20
Basis swap – natural gas	Long-term derivative liabilities	—		1
Call options – natural gas	Long-term derivative liabilities	36		18
Total derivative liabilities		$	406	$	1,699

Net Derivative Position
	September 30, 2023		December 31, 2022
(in millions)
Net current derivative asset (liability)	$	118	$	(1,174)
Net long-term derivative asset (liability)	(33)		(307)
Non-performance risk adjustment	(1)		3
Net total derivative asset (liability)	$	84	$	(1,478)

Summary of Before Tax Effect of Fair Value Hedges not Designated for Hedge Accounting

The following tables summarize the before-tax effect of the Company’s derivative instruments on the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022:

Unsettled Gain (Loss) on Derivatives Recognized in Earnings
	Consolidated Statement of Operations Classification of Gain (Loss) on Derivatives, Unsettled	For the three months ended September 30,				For the nine months ended September 30,
Derivative Instrument		2023		2022		2023		2022
		(in millions)
Fixed price swaps – natural gas	Gain (Loss) on Derivatives	$	28	$	(140)	$	965	$	(1,654)
Fixed price swaps – oil	Gain (Loss) on Derivatives	(29)		73		(7)		39
Fixed price swaps – ethane	Gain (Loss) on Derivatives	(5)		24		(5)		(3)
Fixed price swaps – propane	Gain (Loss) on Derivatives	(37)		67		(8)		74
Fixed price swaps – normal butane	Gain (Loss) on Derivatives	(6)		24		1		24
Fixed price swaps – natural gasoline	Gain (Loss) on Derivatives	(9)		28		(2)		29
Two-way costless collars – natural gas	Gain (Loss) on Derivatives	3		(99)		233		(432)
Two-way costless collars – oil	Gain (Loss) on Derivatives	(4)		—		(3)		—
Two-way costless collars – ethane	Gain (Loss) on Derivatives	—		—		—		1
Three-way costless collars – natural gas	Gain (Loss) on Derivatives	20		(26)		310		(520)
Three-way costless collars – oil	Gain (Loss) on Derivatives	(1)		38		20		10
Three-way costless collars – propane	Gain (Loss) on Derivatives	—		3		—		4
Basis swaps – natural gas	Gain (Loss) on Derivatives	(43)		4		25		12
Call options – natural gas	Gain (Loss) on Derivatives	14		(8)		41		(114)
Put options – natural gas	Gain (Loss) on Derivatives	—		—		(4)		—
Fixed price swap – natural gas storage	Gain (Loss) on Derivatives	—		—		—		1
Interest rate swaps	Gain (Loss) on Derivatives	—		—		—		(2)
Total gain (loss) on unsettled derivatives		$	(69)	$	(12)	$	1,566	$	(2,531)
Settled Gain (Loss) on Derivatives Recognized in Earnings (1)
	Consolidated Statement of Operations Classification of Gain (Loss) on Derivatives, Settled	For the three months ended September 30,				For the nine months ended September 30,
Derivative Instrument		2023		2022		2023		2022
		(in millions)
Fixed price swaps – natural gas	Gain (Loss) on Derivatives	$	112	$	(1,082)	$	227	$	(2,249)
Fixed price swaps – oil	Gain (Loss) on Derivatives	(11)		(30)		(18)		(104)
Fixed price swaps – ethane	Gain (Loss) on Derivatives	(3)		(15)		3		(42)
Fixed price swaps – propane	Gain (Loss) on Derivatives	9		(21)		21		(96)
Fixed price swaps – normal butane	Gain (Loss) on Derivatives	1		(7)		2		(33)
Fixed price swaps – natural gasoline	Gain (Loss) on Derivatives	—		(9)		1		(45)
Two-way costless collars – natural gas	Gain (Loss) on Derivatives	13		(152)		44		(386)
Two-way costless collars – ethane	Gain (Loss) on Derivatives	—		—		—		(1)
Three-way costless collars – natural gas	Gain (Loss) on Derivatives	1		(491)		(15)		(1,008)
Three-way costless collars – oil	Gain (Loss) on Derivatives	(7)		(12)		(20)		(43)
Three-way costless collars – propane	Gain (Loss) on Derivatives	—		(1)		—		(4)
Basis swaps – natural gas	Gain (Loss) on Derivatives	47		40		11		64
Index swaps – natural gas	Gain (Loss) on Derivatives	—		—		—		(1)
Call options – natural gas	Gain (Loss) on Derivatives	—		(109)		(7)		(235)
Purchased fixed price swaps – natural gas	Gain (Loss) on Derivatives	—		—		—		1
Fixed price swaps – natural gas storage	Gain (Loss) on Derivatives	—		—		—		(3)
Total gain (loss) on settled derivatives		$	162	$	(1,889)	$	249	$	(4,185)
Total gain (loss) on derivatives (2)		$	93	$	(1,903)	$	1,811	$	(6,709)

(1)The Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that settled within the period.

(2)Total gain (loss) on derivatives includes non-performance risk adjustments of $2 million in losses for the three months ended September 30, 2022 and $4 million in losses and $7 million in gains for the nine months ended September 30, 2023 and September 30, 2022, respectively.

Total Gain (Loss) on Derivatives Recognized in Earnings
	For the three months ended September 30,				For the nine months ended September 30,
	2023		2022		2023		2022
	(in millions)
Total gain (loss) on unsettled derivatives	$	(69)	$	(12)	$	1,566	$	(2,531)
Total gain (loss) on settled derivatives	162		(1,889)		249		(4,185)
Non-performance risk adjustment	—		(2)		(4)		7
Total gain (loss) on derivatives	$	93	$	(1,903)	$	1,811	$	(6,709)

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Reclassifications from Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Components of Accumulated Other Comprehensive Income (Loss)

The following tables detail the components of accumulated other comprehensive income (loss) for the nine months ended September 30, 2023:

(in millions)	Pension and Other Postretirement		Foreign Currency		Total
Beginning balance December 31, 2022	$	20	$	(14)	$	6
Other comprehensive income before reclassifications	1		—		1
Amounts reclassified from other comprehensive income (1)	(16)		—		(16)
Net current-period other comprehensive loss	(15)		—		(15)
Ending balance September 30, 2023	$	5	$	(14)	$	(9)

(1)Includes a $2 million actuarial loss and a $14 million net tax loss attributable to the pension plan termination.

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Carrying Amount and Estimated Fair Values of Financial Instruments

The carrying amounts and estimated fair values of the Company’s financial instruments as of September 30, 2023 and December 31, 2022 were as follows:

	September 30, 2023				December 31, 2022
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	26	$	26	$	50	$	50
2022 revolving credit facility due April 2027	388		388		250		250
Senior notes (1)	3,743		3,424		4,164		3,847
Derivative instruments, net	84		84		(1,478)		(1,478)

(1)Excludes unamortized debt issuance costs and debt discounts.

Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	September 30, 2023
	Fair Value Measurements Using:
(in millions)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets (Liabilities) at Fair Value
Assets
Fixed price swaps	$	—	$	263	$	—	$	263
Two-way costless collars	—		77		—		77
Three-way costless collars	—		105		—		105
Basis swaps	—		41		—		41
Put options	—		5		—		5
Liabilities
Fixed price swaps	—		(161)		—		(161)
Two-way costless collars	—		(73)		—		(73)
Three-way costless collars	—		(115)		—		(115)
Basis swaps	—		(5)		—		(5)
Call options	—		(47)		—		(47)
Put options	—		(5)		—		(5)
Total (1)	$	—	$	85	$	—	$	85

(1)Excludes a net reduction to the asset fair value of $1 million related to estimated non-performance risk.

	December 31, 2022
	Fair Value Measurements Using:
(in millions)	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets (Liabilities) at Fair Value
Assets
Fixed price swaps	$	—	$	46	$	—	$	46
Two-way costless collars	—		65		—		65
Three-way costless collars	—		22		—		22
Basis swaps	—		81		—		81
Purchase Put - Natural Gas	—		4		—		4
Liabilities
Fixed price swaps	—		(888)		—		(888)
Two-way costless collars	—		(291)		—		(291)
Three-way costless collars	—		(362)		—		(362)
Basis swaps	—		(70)		—		(70)
Call options	—		(88)		—		(88)
Total (1)	$	—	$	(1,481)	$	—	$	(1,481)

(1)Excludes a net reduction to the liability fair value of $3 million related to estimated non-performance risk.

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Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Components of Debt

DEBT

The components of debt as of September 30, 2023 and December 31, 2022 consisted of the following:

	September 30, 2023
(in millions)	Debt Instrument		Unamortized Issuance Expense			Unamortized Debt Premium/Discount		Total
Variable rate (7.16% at September 30, 2023) 2022 revolving credit facility, due April 2027	$	388	$	—	(1)	$	—	$	388
4.95% Senior Notes due January 2025 (2)	389		(1)			—		388
8.375% Senior Notes due September 2028	304		(3)			—		301
5.375% Senior Notes due February 2029	700		(5)			19		714
5.375% Senior Notes due March 2030	1,200		(13)			—		1,187
4.75% Senior Notes due February 2032	1,150		(14)			—		1,136
Total debt	$	4,131	$	(36)		$	19	$	4,114
	December 31, 2022
(in millions)	Debt Instrument		Unamortized Issuance Expense			Unamortized Debt Premium/Discount		Total
Variable rate (6.15% at December 31, 2022) 2022 revolving credit facility, due April 2027	$	250	$	—	(1)	$	—	$	250
4.95% Senior Notes due January 2025 (2)	389		(1)			—		388
7.75% Senior Notes due October 2027	421		(3)			—		418
8.375% Senior Notes due September 2028	304		(3)			—		301
5.375% Senior Notes due February 2029	700		(5)			22		717
5.375% Senior Notes due March 2030	1,200		(16)			—		1,184
4.75% Senior Notes due February 2032	1,150		(16)			—		1,134
Total debt	$	4,414	$	(44)		$	22	$	4,392

(1)At September 30, 2023 and December 31, 2022, unamortized issuance expense of $16 million and $19 million, respectively, associated with the 2022 credit facility (as defined below) was classified as other long-term assets on the consolidated balance sheets.

(2)Effective in July 2018, the interest rate was 6.20% for the 2025 Notes, reflecting a net downgrade in the Company’s bond ratings since the initial offering. On April 7, 2020, S&P downgraded the Company’s bond rating to BB-, which had the effect of increasing the interest rate on the 2025 Notes to 6.45% following the July 23, 2020 interest payment date. The first coupon payment to the bondholders at the higher interest rate was paid in January 2021. On September 1, 2021, S&P upgraded the Company’s bond rating to BB, and on January 6, 2022, S&P further upgraded the Company’s bond rating to BB+, which decreased the interest rate on the 2025 Notes to 5.95% beginning with coupon payments paid after January 2022. On May 31, 2022, Moody’s upgraded the Company’s bond rating to Ba1, which decreased the interest rate on the 2025 Notes from 5.95% to 5.70% for coupon payments paid after July 2022.

Schedule of Maturities of Long-term Debt

The following is a summary of scheduled debt maturities by year as of September 30, 2023:

(in millions)
2023	$	—
2024	—
2025	389
2026	—
2027	388
Thereafter	3,354
	$	4,131

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Obligation under Transportation Agreements

As of September 30, 2023, future payments under non-cancelable firm transportation and gathering agreements were as follows:

	Payments Due by Period
(in millions)	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		5 to 8 Years		More than 8 Years
Infrastructure currently in service	$	8,454	$	955	$	1,979	$	1,768	$	1,796	$	1,956
Pending regulatory approval and/or construction (1)	1,239		46		187		217		322		467
Total transportation charges	$	9,693	$	1,001	$	2,166	$	1,985	$	2,118	$	2,423

            

(1)Based on estimated in-service dates as of September 30, 2023.

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Pension Plan and Other Postretirement Benefits (Tables)

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Pension and Other Postretirement Benefit Costs

Net periodic pension costs include the following components for the three and nine months ended September 30, 2023 and 2022:

	Consolidated Statements of Operations Classification of Net Periodic Benefit Cost	For the three months ended September 30,				For the nine months ended September 30,
(in millions)		2023		2022		2023		2022
Service cost	General and administrative expenses	$	—	$	—	$	—	$	—
Interest cost	Other Income (Loss), Net	—		1		—		3
Expected return on plan assets	Other Income (Loss), Net	—		—		—		—
Amortization of prior service cost	Other Income (Loss), Net	—		—		(1)		(1)
Settlement loss	Other Income (Loss), Net	—		—		2		—
Net periodic benefit cost		$	—	$	1	$	1	$	2

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LONG-TERM INCENTIVE COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Schedule of Stock-Based Compensation Costs

The Company recognized the following amounts in total related to long-term incentive compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Long-term incentive compensation – expensed	$	7	$	6	$	18	$	24
Long-term incentive compensation – capitalized	$	4	$	4	$	11	$	15

Schedule of Equity-Classified Stock-Based Compensation Costs

The Company recognized the following amounts in employee equity-classified stock-based compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Equity-classified awards – expensed	$	2	$	1	$	7	$	4
Equity-classified awards – capitalized	$	1	$	—	$	2	$	—

Summary of Equity-Classified Stock Option Activity

The following table summarizes equity-classified stock option activity for the nine months ended September 30, 2023 and provides information for options outstanding and options exercisable as of September 30, 2023:

	Number of Options	Weighted Average Exercise Price
	(in thousands)
Outstanding at December 31, 2022	997	$	8.59
Granted	—	$	—
Exercised	—	$	—
Forfeited or expired	(177)	$	8.60
Outstanding at September 30, 2023	820	$	8.59
Exercisable at September 30, 2023	820	$	8.59

Summary of Equity-Classified Restricted Stock Activity

The following table summarizes equity-classified restricted stock activity for the nine months ended September 30, 2023 and provides information for unvested shares as of September 30, 2023:

	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested shares at December 31, 2022	211	$	5.81
Granted	336	$	5.34
Vested	(378)	$	5.71
Forfeited	—	$	—
Unvested shares at September 30, 2023	169	$	5.09

Summary of Equity-Classified Restricted and Performance Stock Units Activity

The following table summarizes equity-classified restricted stock units for the nine months ended September 30, 2023 and provides information for unvested units as of September 30, 2023.

	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	1,645	$	4.44
Granted	1,539	$	4.83
Vested	(555)	$	4.42
Forfeited	(1)	$	3.05
Unvested units at September 30, 2023	2,628	$	4.67

	Number of Shares	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	817	$	6.04
Granted	940	$	6.12
Vested	—	$	—
Forfeited	—	$	—
Unvested units at September 30, 2023	1,757	$	6.08

Schedule of Liability-Classified Stock-Based Compensation Costs

The Company recognized the following amounts in employee liability-classified stock-based compensation costs for the three and nine months ended September 30, 2023:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Liability-classified stock-based compensation cost – expensed	$	2	$	3	$	3	$	15
Liability-classified stock-based compensation cost – capitalized	$	1	$	2	$	2	$	10

Summary of Liability-Classified Restricted Stock Unit Activity

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	3,950	$	4.81
Granted	—	$	—
Vested	(2,206)	$	4.84
Forfeited	(3)	$	5.57
Unvested units at September 30, 2023	1,741	$	4.61

Summary of Liability-Classified Performance Unit Activity

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	10,982	$	2.25
Granted	5,136	$	4.83
Vested	(3,966)	$	6.13
Forfeited	—	$	—
Unvested units at September 30, 2023	12,152	$	1.15

Schedule of Performance Cash Award Compensation Costs

The Company recognized the following amounts in performance cash award compensation costs for the three and nine months ended September 30, 2023 and 2022:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2023		2022		2023		2022
Performance cash awards – expensed	$	3	$	2	$	8	$	5
Performance cash awards – capitalized	$	2	$	2	$	7	$	5

Summary of Performance Cash Awards Activity

	Number of Units	Weighted Average Fair Value
	(in thousands)
Unvested units at December 31, 2022	39,994	$	1.00
Granted	27,493	$	1.00
Vested	(13,250)	$	1.00
Forfeited	(3,761)	$	1.00
Unvested units at September 30, 2023	50,476	$	1.00

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SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Summary of Financial Information for Company's Reportable Segments

Summarized financial information for the Company’s reportable segments is shown in the following table.  The accounting policies of the segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of the 2022 Annual Report. Management evaluates the performance of its segments based on operating income, defined as operating revenues less operating costs. Income before income taxes, for the purpose of reconciling the operating income amount shown below to consolidated income before income taxes, is the sum of operating income, interest expense, gain (loss) on derivatives, gain on early extinguishment of debt and other income (loss). The “Other” column includes items not related to the Company’s reportable segments, including real estate and corporate items. Corporate general and administrative costs, depreciation expense and taxes, other than income taxes, are allocated to the segments.

	Exploration and Production			Marketing		Other		Total
Three months ended September 30, 2023	(in millions)
Revenues from external customers	$	890		$	553	$	—	$	1,443
Intersegment revenues	(17)			826		—		809
Depreciation, depletion and amortization expense	337			1		—		338
Operating income (loss)	(18)			25		—		7
Interest expense (1)	36			—		—		36
Gain on derivatives	93			—		—		93
Other income, net	1			—		1		2
Provision for income taxes (1)	21			—		—		21
Assets	12,350		(2)	483		140		12,973
Capital investments (3)	452			—		2		454
Three months ended September 30, 2022
Revenues from external customers	$	3,243		$	1,298	$	—	$	4,541
Intersegment revenues	4			3,138		—		3,142
Depreciation, depletion and amortization expense	297			1		—		298
Operating income	2,386			28		—		2,414
Interest expense (1)	50			—		—		50
Loss on derivatives	(1,903)			—		—		(1,903)
Provision for income taxes (1)	11			—		—		11
Assets	11,359		(2)	1,633		112		13,104
Capital investments (3)	540			—		3		543

	Exploration and Production			Marketing		Other		Total
Nine months ended September 30, 2023	(in millions)
Revenues from external customers	$	3,123		$	1,707	$	—	$	4,830
Intersegment revenues	(44)			2,944		—		2,900
Depreciation, depletion and amortization expense	975			4		—		979
Operating income	490			66		—		556
Interest expense (1)	106			—		—		106
Gain on derivatives	1,811			—		—		1,811
Loss on extinguishment of debt	—			—		(19)		(19)
Other income, net	—			—		1		1
Provision for income taxes (1)	28			—		—		28
Assets	12,350		(2)	483		140		12,973
Capital investments (3)	1,709			—		5		1,714
Nine months ended September 30, 2022
Revenues from external customers	$	8,251		$	3,371	$	—	$	11,622
Intersegment revenues	(1)			7,843		—		7,842
Depreciation, depletion and amortization expense	857			4		—		861
Operating income	5,784		(4)	60		—		5,844
Interest expense (1)	139			—		—		139
Loss on derivatives	(6,707)			—		(2)		(6,709)
Loss on early extinguishment of debt	—			—		(6)		(6)
Other loss, net	—			(1)		—		(1)
Provision for income taxes (1)	41			—		—		41
Assets	11,359		(2)	1,633		112		13,104
Capital investments (3)	1,669			—		3		1,672

(1)Interest expense and provision for income taxes by segment is an allocation of corporate amounts as they are incurred at the corporate level.

(2)E&P assets includes office, technology, water infrastructure, drilling rigs and other ancillary equipment not directly related to natural gas and oil properties. This also includes deferred tax assets which are an allocation of corporate amounts as they are incurred at the corporate level.

(3)Capital investments include decreases of $94 million and $33 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and a decrease of $122 million and an increase of $44 million for the nine months ended September 30, 2023 and September 30, 2022, respectively, relating to the change in accrued expenditures between periods.

(4)The E&P segment operating income includes $27 million of merger-related expenses related to the Indigo and GEPH Mergers for the nine months ended September 30, 2022.

The following table presents the breakout of other assets, which represent corporate assets not allocated to segments and assets for non-reportable segments as of September 30, 2023 and 2022:

	As of September 30,
(in millions)	2023			2022
Cash and cash equivalents	$	26		$	11
Accounts receivable	1			1
Prepayments	10			8
Other current assets	2			—
Property, plant and equipment	21			10
Unamortized debt expense	16			21
Right-of-use lease assets	51			58
Non-qualified retirement plan	3			3
Other long-term assets	10		(1)	—
	$	140		$	112

(1)Consists primarily of costs associated with the development of the Company’s enterprise resource technology.

XML

Basis of Presentation (Narrative) (Details)	9 Months Ended
	Sep. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of segments	2

XML

Acquisitions (Schedule of Merger Related Costs) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Transition services				$ 18
Professional fees (bank, legal, consulting)				1
Contract buyouts, terminations and transfers				3
Due diligence and environmental				2
Employee-related				1
Other				2
Merger-related expenses	$ 0	$ 0	$ 0	27
Indigo Merger
Business Acquisition [Line Items]
Transition services				0
Professional fees (bank, legal, consulting)				0
Contract buyouts, terminations and transfers				1
Due diligence and environmental				1
Employee-related				0
Other				0
Merger-related expenses				2
GEPH Merger
Business Acquisition [Line Items]
Transition services				18
Professional fees (bank, legal, consulting)				1
Contract buyouts, terminations and transfers				2
Due diligence and environmental				1
Employee-related				1
Other				2
Merger-related expenses				$ 25

XML

Revenue Recognition (Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Contract asset associated with revenues from contracts with customers	$ 0
Contract liability associated with revenues from contracts with customers	$ 0
Minimum | NGL sales
Disaggregation of Revenue [Line Items]
Payment terms	30 days
Minimum | Marketing
Disaggregation of Revenue [Line Items]
Payment terms	30 days
Maximum | NGL sales
Disaggregation of Revenue [Line Items]
Payment terms	60 days
Maximum | Marketing
Disaggregation of Revenue [Line Items]
Payment terms	60 days

XML

Revenue Recognition (Disaggregation of Revenue by Segment) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total operating revenues	$ 1,443	$ 4,541	$ 4,830	$ 11,622
E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	890	3,243	3,123	8,251
Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues	553	1,298	1,707	3,371
Operating Segments | E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	873	3,247	3,079	8,250
Operating Segments | Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues	1,379	4,436	4,651	11,214
Intersegment Revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	809	3,142	2,900	7,842
Intersegment Revenues | E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	(17)	4	(44)	(1)
Intersegment Revenues | Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues	826	3,138	2,944	7,843
Gas sales
Disaggregation of Revenue [Line Items]
Total operating revenues	627	2,884	2,323	7,061
Gas sales | Operating Segments | E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	610	2,889	2,281	7,064
Gas sales | Operating Segments | Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues	0	0	0	0
Gas sales | Intersegment Revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	(17)	5	(42)	3
Oil sales
Disaggregation of Revenue [Line Items]
Total operating revenues	94	100	281	349
Oil sales | Operating Segments | E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	93	99	278	345
Oil sales | Operating Segments | Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues	0	0	0	0
Oil sales | Intersegment Revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	(1)	(1)	(3)	(4)
NGL sales
Disaggregation of Revenue [Line Items]
Total operating revenues	169	260	523	842
NGL sales | Operating Segments | E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	170	260	524	842
NGL sales | Operating Segments | Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues	0	0	0	0
NGL sales | Intersegment Revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	1	0	1	0
Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues	553	1,298	1,707	3,371
Marketing | Operating Segments | E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	0	0	0	0
Marketing | Operating Segments | Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues	1,379	4,436	4,651	11,214
Marketing | Intersegment Revenues
Disaggregation of Revenue [Line Items]
Total operating revenues	826	3,138	2,944	7,843
Other
Disaggregation of Revenue [Line Items]
Total operating revenues	$ 0	(1)	(4)	(1)
Other | Operating Segments | E&P
Disaggregation of Revenue [Line Items]
Total operating revenues		(1)	(4)	(1)
Other | Operating Segments | Marketing
Disaggregation of Revenue [Line Items]
Total operating revenues		0	0	0
Other | Intersegment Revenues
Disaggregation of Revenue [Line Items]
Total operating revenues		$ 0	$ 0	$ 0

XML

Revenue Recognition (Disaggregation of Revenue on Geographic Basis) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total operating revenues	$ (1,443)	$ (4,541)	$ (4,830)	$ (11,622)
E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	(890)	(3,243)	(3,123)	(8,251)
Operating Segments | E&P
Disaggregation of Revenue [Line Items]
Total operating revenues	(873)	(3,247)	(3,079)	(8,250)
Operating Segments | E&P | Appalachia
Disaggregation of Revenue [Line Items]
Total operating revenues	(500)	(1,874)	(1,891)	(4,971)
Operating Segments | E&P | Haynesville
Disaggregation of Revenue [Line Items]
Total operating revenues	$ (373)	$ (1,373)	$ (1,188)	$ (3,279)

XML

Revenue Recognition (Reconciliation of Accounts Receivable) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Receivables from contracts with customers	$ 512	$ 1,313
Other accounts receivable	90	88
Total accounts receivable	$ 602	$ 1,401

XML

CASH AND CASH EQUIVALENTS (Summary of Cash and Cash Equivalents) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash	$ 2	$ 49
Marketable securities	24	1
Total	$ 26	$ 50

XML

NATURAL GAS AND OIL PROPERTIES (Narrative) (Details) $ in Millions	1 Months Ended	9 Months Ended
	Jun. 30, 2023 USD ($)	Sep. 30, 2023 hedgePosition
Oil and Gas Exploration and Production Industries Disclosures [Abstract]
Natural gas, oil and NGL reserves discount		10.00%
Period of time needed to calculate ceiling value of reserves		12 months
Number of hedge positions designated for hedge accounting | hedgePosition		0
Proceeds from sale of oil and gas property and equipment | $	$ 123

XML

NATURAL GAS AND OIL PROPERTIES (Oil and Gas Exploration and Production Industries Disclosures) (Details)	9 Months Ended
	Sep. 30, 2023 $ / bbl $ / MMBTU	Sep. 30, 2022 $ / MMBTU $ / bbl
Natural Gas
Natural Gas and Oil Properties [Line Items]
Full cost ceiling test, price per MMBtu (in dollars per MMBtu) | $ / MMBTU	3.42	6.13
Oil
Natural Gas and Oil Properties [Line Items]
Full cost ceiling test, price per barrel (in dollars per bbl)	78.54	91.71
NGL
Natural Gas and Oil Properties [Line Items]
Full cost ceiling test, price per barrel (in dollars per bbl)	22.24	37.33

XML

Earnings Per Share (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022
Earnings Per Share [Abstract]
Treasury stock acquired (in shares)	10.8		13.6
Treasury stock acquired, average cost per share (in dollars per share)	$ 7.41		$ 7.35
Purchase of treasury stock	$ 80	$ 20	$ 100

XML

Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ 45	$ 231	$ 1,939	$ 450	$ 1,173	$ (2,675)	$ 2,215	$ (1,052)
Number of common shares:
Weighted average outstanding (in shares)	1,101,231,113			1,110,259,907			1,100,895,642	1,113,705,502
Weighted average and potential dilutive outstanding (in shares)	1,104,027,634			1,112,522,861			1,102,867,675	1,113,705,502
Earnings (loss) per common share
Basic (in dollars per share)	$ 0.04			$ 0.41			$ 2.01	$ (0.94)
Diluted (in dollars per share)	$ 0.04			$ 0.40			$ 2.01	$ (0.94)
Stock options
Number of common shares:
Issued upon assumed exercise of outstanding stock options (in shares)	0			0			0	0
Restricted Common Stock
Number of common shares:
Effect of issuance of non-vested restricted common stock and units (in shares)	932,868			796,253			839,031	0
Restricted units
Number of common shares:
Effect of issuance of non-vested restricted common stock and units (in shares)	1,689,617			1,466,701			1,133,002	0
Performance units
Number of common shares:
Effect of issuance of non-vested performance units (in shares)	174,036			0			0	0

XML

Earnings Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,044,864	2,751,310	2,307,356	5,254,294
Unexercised stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	820,138	1,961,128	835,362	2,467,127
Unvested restricted common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	0	54,989	810,025
Restricted units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	224,726	790,182	652,089	1,503,049
Performance units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	0	764,916	474,093

XML

Derivatives and Risk Management (Schedule of Derivative Instruments Notional Amount, Weighted Average Contract Prices and Fair Value) (Details) - Not Designated as Hedging Instrument MBbls in Thousands, Bcf in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) $ / MMBTU $ / bbl Bcf MBbls
Financial protection on production- 2023 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	258
Fair value	$ 39
Financial protection on production- 2023 | Oil
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	1,171
Fair value	$ (26)
Fixed Price Swaps - 2023 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	179
Weighted average price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.28
Fair value	$ 49
Fixed Price Swaps - 2023 | Oil
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	733
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	67.34
Fair value	$ (15)
Fixed Price Swaps - 2023 | Ethane
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	2,254
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	10.99
Fair value	$ (1)
Fixed Price Swaps - 2023 | Propane
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	1,782
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	30.44
Fair value	$ (1)
Fixed Price Swaps - 2023 | Normal Butane
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	198
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	40.96
Fair value	$ 1
Fixed Price Swaps - 2023 | Natural Gasoline
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	171
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	63.74
Fair value	$ (1)
Two Way Costless Collars - 2023 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	32
Fair value	$ 1
Two Way Costless Collars - 2023 | Oil
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	147
Fair value	$ (1)
Two Way Costless Collars - 2023 Sold Calls | Natural Gas
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.29
Two Way Costless Collars - 2023 Sold Calls | Oil
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / bbl	80.58
Three Way Costless Collars - 2023 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	47
Fair value	$ (11)
Three Way Costless Collars - 2023 | Oil
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	291
Fair value	$ (10)
Three Way Costless Collars - 2023 Sold Calls | Natural Gas
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	2.91
Three Way Costless Collars - 2023 Sold Calls | Oil
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / bbl	55.96
Financial protection on production - 2024 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	649
Fair value	$ 72
Financial protection on production - 2024 | Oil
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	2,083
Fair value	$ (17)
Fixed Price Swaps - 2024 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	528
Weighted average price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.54
Fair value	$ 82
Fixed Price Swaps - 2024 | Oil
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	1,571
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	71.06
Fair value	$ (15)
Fixed Price Swaps - 2024 | Ethane
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	3,429
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	10.84
Fair value	$ 0
Fixed Price Swaps - 2024 | Propane
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	3,254
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	31.78
Fair value	$ 3
Fixed Price Swaps - 2024 | Normal Butane
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	329
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	40.74
Fair value	$ 1
Fixed Price Swaps - 2024 | Natural Gasoline
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	329
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	64.37
Fair value	$ (1)
Two Way Costless Collars - 2024 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	44
Fair value	$ (5)
Two Way Costless Collars - 2024 | Oil
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	512
Fair value	$ (2)
Two Way Costless Collars - 2024 Sold Calls | Natural Gas
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.53
Two Way Costless Collars - 2024 Sold Calls | Oil
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / bbl	85.63
Fixed Price Swaps - 2025 | Oil
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	41
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	77.66
Fair value	$ 0
Fixed Price Swaps - 2025 | Propane
Derivative [Line Items]
Volume (Bcf, MBbls) | MBbls	63
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl	26.46
Fair value	$ 0
Three Way Costless Collars - 2024 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	77
Fair value	$ (5)
Three Way Costless Collars - 2024 Sold Calls | Natural Gas
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.99
Financial protection on production - 2025 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	179
Fair value	$ 27
Two Way Costless Collars - 2025 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	73
Fair value	$ 11
Two Way Costless Collars - 2025 Sold Calls | Natural Gas
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	5.40
Three Way Costless Collars - 2025 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	106
Fair value	$ 16
Three Way Costless Collars - 2025 Sold Calls | Natural Gas
Derivative [Line Items]
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	5.69
Basis Swaps | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	126
Fair value	$ 36
Basis Swap - 2023 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	71
Basis differential per MMBtu | $ / MMBTU	(0.57)
Fair value	$ 24
Basis Swap - 2024 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	46
Basis differential per MMBtu | $ / MMBTU	(0.71)
Fair value	$ 9
Basis Swap - 2025 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	9
Basis differential per MMBtu | $ / MMBTU	(0.64)
Fair value	$ 3
Call options | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	243
Fair value	$ (47)
Call Options - 2023 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	15
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	2.97
Fair value	$ (4)
Call Options - 2024 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	82
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	6.56
Fair value	$ (9)
Call Options 2025 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	73
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	7.00
Fair value	$ (14)
Call Options 2026 | Natural Gas
Derivative [Line Items]
Volume (Bcf, MBbls) | Bcf	73
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU	7.00
Fair value	$ (20)
Sold Puts | Three Way Costless Collars - 2023 Sold Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	2.08
Sold Puts | Three Way Costless Collars - 2023 Sold Puts | Oil
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / bbl	34.36
Sold Puts | Three Way Costless Collars - 2024 Sold Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	2.46
Sold Puts | Three Way Costless Collars - 2025 Sold Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	2.50
Purchased Puts | Two Way Costless Collars - 2023 Purchased Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	2.88
Purchased Puts | Two Way Costless Collars - 2023 Purchased Puts | Oil
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / bbl	70.00
Purchased Puts | Three Way Costless Collars - 2023 Purchased Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	2.50
Purchased Puts | Three Way Costless Collars - 2023 Purchased Puts | Oil
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / bbl	46.05
Purchased Puts | Two Way Costless Collars - 2024 Purchased Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.07
Purchased Puts | Two Way Costless Collars - 2024 Purchased Puts | Oil
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / bbl	70.00
Purchased Puts | Three Way Costless Collars - 2024 Purchased Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.19
Purchased Puts | Two Way Costless Collars - 2025 Purchased Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.50
Purchased Puts | Three Way Costless Collars - 2025 Purchased Puts | Natural Gas
Derivative [Line Items]
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU	3.75

XML

Derivatives and Risk Management (Narrative) (Details) - Not Designated as Hedging Instrument $ in Millions	Sep. 30, 2023 USD ($)
Derivative [Line Items]
Fair value of net derivative asset position increase (decrease)	$ (1)
Commodities
Derivative [Line Items]
Derivative asset	$ 84

XML

Derivatives and Risk Management (Balance Sheet Classification of Derivative Financial Instruments) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Net current derivative asset (liability)	$ 118	$ (1,174)
Net long-term derivative asset (liability)	(33)	(307)
Non-performance risk adjustment	(1)	3
Derivative instruments, net	84	(1,478)
Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Derivative assets	491	218
Derivative liabilities	406	1,699
Natural Gas | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	224	0
Natural Gas | Not Designated as Hedging Instrument | Fixed price swaps | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	25	28
Natural Gas | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	73	581
Natural Gas | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	45	281
Natural Gas | Not Designated as Hedging Instrument | Two-way costless collars | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	32	47
Natural Gas | Not Designated as Hedging Instrument | Two-way costless collars | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	43	18
Natural Gas | Not Designated as Hedging Instrument | Two-way costless collars | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	31	235
Natural Gas | Not Designated as Hedging Instrument | Two-way costless collars | Long-term derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	37	56
Natural Gas | Not Designated as Hedging Instrument | Three-way costless collars | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	28	18
Natural Gas | Not Designated as Hedging Instrument | Three-way costless collars | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	77	3
Natural Gas | Not Designated as Hedging Instrument | Three-way costless collars | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	39	311
Natural Gas | Not Designated as Hedging Instrument | Three-way costless collars | Long-term derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	66	20
Natural Gas | Not Designated as Hedging Instrument | Basis swaps | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	33	64
Natural Gas | Not Designated as Hedging Instrument | Basis swaps | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	8	17
Natural Gas | Not Designated as Hedging Instrument | Basis swaps | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	5	69
Natural Gas | Not Designated as Hedging Instrument | Basis swaps | Long-term derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	0	1
Natural Gas | Not Designated as Hedging Instrument | Put options | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	5	0
Natural Gas | Not Designated as Hedging Instrument | Put options | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	0	4
Natural Gas | Not Designated as Hedging Instrument | Put options | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	5	0
Natural Gas | Not Designated as Hedging Instrument | Call options | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	11	70
Natural Gas | Not Designated as Hedging Instrument | Call options | Long-term derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	36	18
Oil | Not Designated as Hedging Instrument | Fixed price swaps | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	0	1
Oil | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	29	20
Oil | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	1	4
Oil | Not Designated as Hedging Instrument | Two-way costless collars | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	1	0
Oil | Not Designated as Hedging Instrument | Two-way costless collars | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	1	0
Oil | Not Designated as Hedging Instrument | Two-way costless collars | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	4	0
Oil | Not Designated as Hedging Instrument | Two-way costless collars | Long-term derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	1	0
Oil | Not Designated as Hedging Instrument | Three-way costless collars | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	0	1
Oil | Not Designated as Hedging Instrument | Three-way costless collars | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	10	31
Ethane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	2	4
Ethane | Not Designated as Hedging Instrument | Fixed price swaps | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	0	1
Ethane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	3	1
Propane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	10	9
Propane | Not Designated as Hedging Instrument | Fixed price swaps | Other long-term assets
Derivatives, Fair Value [Line Items]
Derivative assets	0	1
Propane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	7	0
Propane | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	1	0
Normal Butane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	2	1
Natural Gasoline | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets
Derivatives, Fair Value [Line Items]
Derivative assets	0	1
Natural Gasoline | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	$ 2	$ 1

XML

Derivatives and Risk Management (Summary of Before Tax Effect of Fair Value Hedges not Designated for Hedge Accounting) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	$ (69)	$ (12)	$ 1,566	$ (2,531)
Total gain (loss) on settled derivatives	162	(1,889)	249	(4,185)
Non-performance risk adjustment	0	(2)	(4)	7
Total gain (loss) on derivatives	93	(1,903)	1,811	(6,709)
Fixed price swaps | Natural Gas
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	28	(140)	965	(1,654)
Total gain (loss) on settled derivatives	112	(1,082)	227	(2,249)
Fixed price swaps | Oil
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	(29)	73	(7)	39
Total gain (loss) on settled derivatives	(11)	(30)	(18)	(104)
Fixed price swaps | Ethane
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	(5)	24	(5)	(3)
Total gain (loss) on settled derivatives	(3)	(15)	3	(42)
Fixed price swaps | Propane
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	(37)	67	(8)	74
Total gain (loss) on settled derivatives	9	(21)	21	(96)
Fixed price swaps | Normal Butane
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	(6)	24	1	24
Total gain (loss) on settled derivatives	1	(7)	2	(33)
Fixed price swaps | Natural Gasoline
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	(9)	28	(2)	29
Total gain (loss) on settled derivatives	0	(9)	1	(45)
Two-way costless collars | Natural Gas
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	3	(99)	233	(432)
Total gain (loss) on settled derivatives	13	(152)	44	(386)
Two-way costless collars | Oil
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	(4)	0	(3)	0
Two-way costless collars | Ethane
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	0	0	0	1
Total gain (loss) on settled derivatives	0	0	0	(1)
Three-way costless collars | Natural Gas
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	20	(26)	310	(520)
Total gain (loss) on settled derivatives	1	(491)	(15)	(1,008)
Three-way costless collars | Oil
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	(1)	38	20	10
Total gain (loss) on settled derivatives	(7)	(12)	(20)	(43)
Three-way costless collars | Propane
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	0	3	0	4
Total gain (loss) on settled derivatives	0	(1)	0	(4)
Basis swaps | Natural Gas
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	(43)	4	25	12
Total gain (loss) on settled derivatives	47	40	11	64
Index swap | Natural Gas
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on settled derivatives	0	0	0	(1)
Call options | Natural Gas
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	14	(8)	41	(114)
Total gain (loss) on settled derivatives	0	(109)	(7)	(235)
Put options | Natural Gas
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	0	0	(4)	0
Purchased fixed price swaps | Natural Gas
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on settled derivatives	0	0	0	1
Fixed price swaps – storage | Natural Gas Storage
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	0	0	0	1
Total gain (loss) on settled derivatives	0	0	0	(3)
Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Total gain (loss) on unsettled derivatives	$ 0	$ 0	$ 0	$ (2)

XML

Reclassifications from Accumulated Other Comprehensive Income (Loss) (Components of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 6,489	$ 1,043	$ 4,324	$ 2,547
Other comprehensive income before reclassifications			1
Amounts reclassified from other comprehensive income			(16)
Net current-period other comprehensive loss			(15)
Ending balance	6,537	1,414	6,537	1,414
Net actuarial loss incurred in period	0	0	(2)	0
Net tax loss attributable to pension termination	0	0	(14)	0
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(9)	(25)	6	(25)
Ending balance	(9)	$ (25)	(9)	$ (25)
Pension and Other Postretirement
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance			20
Other comprehensive income before reclassifications			1
Amounts reclassified from other comprehensive income			(16)
Net current-period other comprehensive loss			(15)
Ending balance	5		5
Foreign Currency
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance			(14)
Other comprehensive income before reclassifications			0
Amounts reclassified from other comprehensive income			0
Net current-period other comprehensive loss			0
Ending balance	$ (14)		$ (14)

XML

Fair Value Measurements (Carrying Amount and Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments, net	$ 84	$ (1,478)
Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	26	50
Derivative instruments, net	84	(1,478)
Carrying Amount | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior notes	3,743	4,164
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	26	50
Derivative instruments, net	84	(1,478)
Fair Value | Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior notes	3,424	3,847
2022 revolving credit facility due April 2027 | Carrying Amount | Long-term debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
2022 revolving credit facility due April 2027	388	250
2022 revolving credit facility due April 2027 | Fair Value | Long-term debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
2022 revolving credit facility due April 2027	$ 388	$ 250

XML

Fair Value Measurements (Narrative) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of net derivative asset position increase (decrease)	$ (1)
Fair value of net derivative liability position decrease		$ 3

XML

Fair Value Measurements (Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 85	$ (1,481)
Not Designated as Hedging Instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of net derivative asset position increase (decrease)	(1)
Fair value of net derivative liability position decrease		3
Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	85	(1,481)
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0	0
Fixed price swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	263	46
Derivative liabilities	(161)	(888)
Fixed price swaps | Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liabilities	0	0
Fixed price swaps | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	263	46
Derivative liabilities	(161)	(888)
Fixed price swaps | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liabilities	0	0
Two-way costless collars
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	77	65
Derivative liabilities	(73)	(291)
Two-way costless collars | Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liabilities	0	0
Two-way costless collars | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	77	65
Derivative liabilities	(73)	(291)
Two-way costless collars | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liabilities	0	0
Three-way costless collars
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	105	22
Derivative liabilities	(115)	(362)
Three-way costless collars | Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liabilities	0	0
Three-way costless collars | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	105	22
Derivative liabilities	(115)	(362)
Three-way costless collars | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liabilities	0	0
Basis swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	41	81
Derivative liabilities	(5)	(70)
Basis swaps | Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liabilities	0	0
Basis swaps | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	41	81
Derivative liabilities	(5)	(70)
Basis swaps | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liabilities	0	0
Put options
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	5
Derivative liabilities	(5)
Put options | Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0
Derivative liabilities	0
Put options | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	5
Derivative liabilities	(5)
Put options | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0
Derivative liabilities	0
Call options
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	(47)	(88)
Call options | Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	0	0
Call options | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	(47)	(88)
Call options | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	$ 0	0
Purchase Put - Natural Gas
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		4
Purchase Put - Natural Gas | Quoted Prices in Active Markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		0
Purchase Put - Natural Gas | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		4
Purchase Put - Natural Gas | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset		$ 0

XML

Debt (Components of Debt) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Feb. 26, 2023	Dec. 31, 2022	Sep. 30, 2022	May 31, 2022	Jan. 06, 2022	Apr. 07, 2020	Jul. 31, 2018	Jan. 31, 2015
Debt Instrument [Line Items]
Total debt	$ 4,131		$ 4,414
Unamortized Issuance Expense	(36)		(44)
Unamortized Debt Premium/Discount	19		22
Total long-term debt	4,114		4,392
Total debt	$ 4,114		$ 4,392
Line of Credit | 2022 Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, variable interest rate	7.16%		6.15%
Line of Credit | 2022 Revolving Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument	$ 388		$ 250
Unamortized Issuance Expense	0		0
Unamortized Debt Premium/Discount	0		0
Total long-term debt	388		250
Senior Notes | 4.95% Senior Notes due January 2025
Debt Instrument [Line Items]
Debt Instrument	389		389
Unamortized Issuance Expense	(1)		(1)
Unamortized Debt Premium/Discount	0		0
Total long-term debt	$ 388		$ 388
Stated interest rate	4.95%		4.95%		5.70%	5.95%	6.45%	6.20%	4.95%
Senior Notes | 7.75% Senior Notes due October 2027
Debt Instrument [Line Items]
Debt Instrument			$ 421
Unamortized Issuance Expense			(3)
Unamortized Debt Premium/Discount			0
Total long-term debt			$ 418
Stated interest rate		7.75%	7.75%	7.75%
Senior Notes | 8.375% Senior Notes due September 2028
Debt Instrument [Line Items]
Debt Instrument	$ 304		$ 304
Unamortized Issuance Expense	(3)		(3)
Unamortized Debt Premium/Discount	0		0
Total long-term debt	$ 301		$ 301
Stated interest rate	8.375%		8.375%	8.375%
Senior Notes | 5.375% Senior Notes due February 2029
Debt Instrument [Line Items]
Debt Instrument	$ 700		$ 700
Unamortized Issuance Expense	(5)		(5)
Unamortized Debt Premium/Discount	19		22
Total long-term debt	$ 714		$ 717
Stated interest rate	5.375%		5.375%
Senior Notes | 5.375% Senior Notes due March 2030
Debt Instrument [Line Items]
Debt Instrument	$ 1,200		$ 1,200
Unamortized Issuance Expense	(13)		(16)
Unamortized Debt Premium/Discount	0		0
Total long-term debt	$ 1,187		$ 1,184
Stated interest rate	5.375%		5.375%
Senior Notes | 4.75% Senior Notes due February 2032
Debt Instrument [Line Items]
Debt Instrument	$ 1,150		$ 1,150
Unamortized Issuance Expense	(14)		(16)
Unamortized Debt Premium/Discount	0		0
Total long-term debt	$ 1,136		$ 1,134
Stated interest rate	4.75%		4.75%
Other long-term assets | Line of Credit | 2022 Revolving Credit Facility
Debt Instrument [Line Items]
Unamortized Issuance Expense	$ (16)		$ (19)

XML

Debt (Schedule of Debt Maturities) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Long-term Debt, Fiscal Year Maturity [Abstract]
2023	$ 0
2024	0
2025	389
2026	0
2027	388
Thereafter	3,354
Total debt	$ 4,131	$ 4,414

XML

Debt (2022 Credit Facility - Narrative) (Details) $ in Millions		9 Months Ended	12 Months Ended
	Aug. 04, 2022 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 04, 2023 USD ($)	Dec. 22, 2021
Debt Instrument [Line Items]
Subsidiary ownership		100.00%
2022 Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	0.375%		0.15%
2022 Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	0.50%		0.275%
Ratio of indebtedness to net capital					0.65
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 3,500
Line of credit facility, increase, net	$ 500
Minimum current ratio	1.00
Leverage ratio, percentage of credit limit	10.00%
Leverage ratio, amount of credit limit	$ 150
Letters of credit		0
Debt Instrument		$ 388	$ 250
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Subsequent Event
Debt Instrument [Line Items]
Aggregate commitment				$ 3,500
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | On Or After March 31, 2022
Debt Instrument [Line Items]
Leverage ratio	4.00
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis points	0.10%		0.10%
Debt instrument, discount coverage ratio			9.00%
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis points	0.50%
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Base Rate
Debt Instrument [Line Items]
Basis points	1.00%
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Minimum | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis points	1.75%		1.25%
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Minimum | Base Rate
Debt Instrument [Line Items]
Basis points	0.75%		0.25%
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Maximum | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis points	2.75%		1.875%
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Maximum | Base Rate
Debt Instrument [Line Items]
Basis points	1.75%		0.875%
Revolving Credit Facility | 2022 Revolving Credit Facility | Long-term debt
Debt Instrument [Line Items]
Minimum interest coverage ratio			1.50
Revolving Credit Facility | 2022 Revolving Credit Facility Five-Year Tranche | Line of Credit
Debt Instrument [Line Items]
Line of credit facility, expiration period		5 years
Aggregate commitment		$ 2,000
Revolving Credit Facility | 2022 Revolving Credit Facility Five-Year Tranche | Line of Credit | Subsequent Event
Debt Instrument [Line Items]
Aggregate commitment				$ 2,000

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Debt (Senior Notes - Narrative) (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 26, 2023	Jan. 31, 2015	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	May 31, 2022	Jan. 06, 2022	Apr. 07, 2020	Jul. 31, 2018
Debt Instrument [Line Items]
Loss on early extinguishment of debt			$ 0	$ 0	$ 19	$ 6
Senior Notes
Debt Instrument [Line Items]
Repayments of long-term debt						272
Loss on early extinguishment of debt						$ 6
Senior Notes | London Interbank Offered Rate (LIBOR) 1
Debt Instrument [Line Items]
Incremental increase in basis points resulting from downgrades		0.25%
Incremental decrease in basis points resulting from upgrades		0.25%
4.95% Senior Notes due January 2025 | Senior Notes
Debt Instrument [Line Items]
Senior notes, noncurrent		$ 1,000
Stated interest rate		4.95%	4.95%		4.95%		4.95%	5.70%	5.95%	6.45%	6.20%
4.10% Senior Notes due March 2022 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate				4.10%		4.10%
Repurchased amount				$ 201		$ 201
8.375% Senior Notes due September 2028 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate			8.375%	8.375%	8.375%	8.375%	8.375%
Repurchased amount				$ 46		$ 46
7.75% Senior Notes due October 2027 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate	7.75%			7.75%		7.75%	7.75%
Repurchased amount				$ 19		$ 19
Loss on early extinguishment of debt	$ 19
Debt instrument, redemption price, percentage of principal amount redeemed	103.875%
Accrued interest	$ 13
Repayments of senior debt	450
Write off of deferred debt issuance cost	3
7.75% Senior Notes due October 2027 | Senior Notes | Funded from Cash on Hand
Debt Instrument [Line Items]
Repayments of senior debt	316
7.75% Senior Notes due October 2027 | Senior Notes | Funded from Debt Borrowings
Debt Instrument [Line Items]
Repayments of senior debt	$ 134

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COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Millions	Jun. 12, 2018 company individual	Sep. 30, 2023 USD ($)
Commitments And Contingencies [Line Items]
Obligation under transportation agreements		$ 9,693
Guarantee obligations relative to the firms transportation agreements and gathering project and services		825
Loss contingency, number of individuals and entities | individual	51
Loss contingency, number of defendants | company	15
Material liabilities recognized		0
Pending regulatory approval and/or construction
Commitments And Contingencies [Line Items]
Obligation under transportation agreements		$ 1,239

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COMMITMENTS AND CONTINGENCIES (Schedule of Future Obligation under Transportation Agreements) (Details) $ in Millions	Sep. 30, 2023 USD ($)
Other Commitments [Line Items]
Total	$ 9,693
Less than 1 Year	1,001
1 to 3 Years	2,166
3 to 5 Years	1,985
5 to 8 Years	2,118
More than 8 Years	2,423
Infrastructure currently in service
Other Commitments [Line Items]
Total	8,454
Less than 1 Year	955
1 to 3 Years	1,979
3 to 5 Years	1,768
5 to 8 Years	1,796
More than 8 Years	1,956
Pending regulatory approval and/or construction
Other Commitments [Line Items]
Total	1,239
Less than 1 Year	46
1 to 3 Years	187
3 to 5 Years	217
5 to 8 Years	322
More than 8 Years	$ 467

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023
Income Taxes [Line Items]
Effective tax rate	33.00%	1.00%
Deferred income tax expense (benefit), tax provision recorded, before offset of release of valuation allowance		$ 520
Tax benefit attributable to release of valuation allowance		492
Valuation allowance related to operating loss	$ 66	66
Federal
Income Taxes [Line Items]
Operating loss carryforwards subject to a section 382 limitation	2,000	2,000
Operating loss carryforwards	4,000	4,000
Deferred tax assets, operating loss carryforwards, subject to expiration	3,000	3,000
Deferred tax assets, operating loss carryforwards, not subject to expiration	1,000	1,000
Indigo Merger
Income Taxes [Line Items]
Operating loss carryforwards subject to a section 382 limitation	$ 48	$ 48
Forecast
Income Taxes [Line Items]
Decrease in valuation allowance			$ 523

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Pension Plan and Other Postretirement Benefits (Narrative) (Details) - USD ($)				3 Months Ended		9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Apr. 06, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Lump sum payments for settlement			$ 38,000,000
Settlement loss						$ 2,000,000
Defined benefit plan, funded (unfunded) status of plan	$ 14,000,000			$ 14,000,000		14,000,000
Treasury stock acquired (in shares)					10,800,000		13,600,000
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost				1,000,000	$ 1,000,000	1,000,000	$ 1,000,000
Benefit obligation	10,000,000	$ 9,000,000		10,000,000		10,000,000
Pension
Defined Benefit Plan Disclosure [Line Items]
Settlement loss				0	0	2,000,000	0
Defined benefit plan, funded (unfunded) status of plan	$ 0	$ 15,000,000		0		0
Net periodic benefit cost				$ 0	$ 1,000,000	$ 1,000,000	$ 2,000,000
Non-Qualified Supplemental Employee Retirement Plan
Defined Benefit Plan Disclosure [Line Items]
Treasury stock acquired (in shares)	1,455	1,743

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Pension Plan and Other Postretirement Benefits (Pension and Other Postretirement Benefit Costs) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Settlement loss			$ 2
Pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0	$ 0	0	$ 0
Interest cost	0	1	0	3
Expected return on plan assets	0	0	0	0
Amortization of prior service cost	0	0	(1)	(1)
Settlement loss	0	0	2	0
Net periodic benefit cost	$ 0	$ 1	$ 1	$ 2

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LONG-TERM INCENTIVE COMPENSATION (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended			12 Months Ended			69 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2023
Stock Based Compensation 2022 Plan
Schedule of Share-based Compensation [Line Items]
Service period	3 years
Unexercised stock options
Schedule of Share-based Compensation [Line Items]
Vesting period	3 years
Expiration period	10 years
Restricted stock
Schedule of Share-based Compensation [Line Items]
Vesting period	3 years
Equity-classified awards, unrecognized compensation cost	$ 1						$ 1
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition	7 months 6 days
Performance units
Schedule of Share-based Compensation [Line Items]
Vesting period	3 years	3 years	3 years				3 years
Equity-classified awards, unrecognized compensation cost	$ 7						$ 7
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition	2 years 1 month 6 days
Equity-Classified Restricted Stock Units
Schedule of Share-based Compensation [Line Items]
Equity-classified awards, unrecognized compensation cost	$ 8						$ 8
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition	1 year 7 months 6 days
Liability-Classified Restricted Stock Units
Schedule of Share-based Compensation [Line Items]
Vesting period					3 years		4 years
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition	4 months 24 days
Liability classified awards, unrecognized compensation costs	$ 3						$ 3
Liability-Classified Performance Units
Schedule of Share-based Compensation [Line Items]
Vesting period							3 years
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition	2 years 1 month 6 days
Liability classified awards, unrecognized compensation costs	$ 7						$ 7
Liability-classified performance units, vesting period	3 years			3 years	3 years	3 years
Performance cash awards
Schedule of Share-based Compensation [Line Items]
Vesting period	3 years			4 years	4 years	4 years
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition	2 years 2 months 12 days
Liability classified awards, unrecognized compensation costs	$ 38						$ 38

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LONG-TERM INCENTIVE COMPENSATION (Schedule of Stock-Based Compensation Costs) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract]
Long-term incentive compensation – expensed	$ 7	$ 6	$ 18	$ 24
Long-term incentive compensation – capitalized	$ 4	$ 4	$ 11	$ 15

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LONG-TERM INCENTIVE COMPENSATION (Schedule of Equity-Classified Stock-Based Compensation Costs) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract]
Equity-classified awards – expensed	$ 2	$ 1	$ 7	$ 4
Equity-classified awards – capitalized	$ 1	$ 0	$ 2	$ 0

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LONG-TERM INCENTIVE COMPENSATION (Summary of Equity-Classified Stock Option Activity) (Details) - Stock options shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Options
Beginning balance (in shares) | shares	997
Granted (in shares) | shares	0
Exercised (in shares) | shares	0
Forfeited or expired (in shares) | shares	(177)
Ending balance (in shares) | shares	820
Exercisable (in shares) | shares	820
Weighted Average Exercise Price
Beginning balance (in dollars per share) | $ / shares	$ 8.59
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	0
Forfeited or expired (in dollars per share) | $ / shares	8.60
Ending balance (in dollars per share) | $ / shares	8.59
Exercisable (in dollars per share) | $ / shares	$ 8.59

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Long-term Incentive Compensation (Summary of Equity-Classified Restricted Stock Activity) (Details) - Restricted stock shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Units
Beginning balance (in shares) | shares	211
Granted (in shares) | shares	336
Vested (in shares) | shares	(378)
Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	169
Weighted Average Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 5.81
Granted (in dollars per share) | $ / shares	5.34
Vested (in dollars per share) | $ / shares	5.71
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 5.09

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LONG-TERM INCENTIVE COMPENSATION (Summary of Equity-Classified Restricted and Performance Stock Units Activity) (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Equity-Classified Restricted Stock Units
Number of Units
Beginning balance (in shares) | shares	1,645
Granted (in shares) | shares	1,539
Vested (in shares) | shares	(555)
Forfeited (in shares) | shares	(1)
Ending balance (in shares) | shares	2,628
Weighted Average Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 4.44
Granted (in dollars per share) | $ / shares	4.83
Vested (in dollars per share) | $ / shares	4.42
Forfeited (in dollars per share) | $ / shares	3.05
Ending balance (in dollars per share) | $ / shares	$ 4.67
Performance units
Number of Units
Beginning balance (in shares) | shares	817
Granted (in shares) | shares	940
Vested (in shares) | shares	0
Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	1,757
Weighted Average Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 6.04
Granted (in dollars per share) | $ / shares	6.12
Vested (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 6.08

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LONG-TERM INCENTIVE COMPENSATION (Schedule of Liability-Classified Stock-Based Compensation Costs) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Long-term incentive compensation – expensed	$ 7	$ 6	$ 18	$ 24
Long-term incentive compensation – capitalized	4	4	11	15
Liability-Classified Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Long-term incentive compensation – expensed	2	3	3	15
Long-term incentive compensation – capitalized	$ 1	$ 2	$ 2	$ 10

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LONG-TERM INCENTIVE COMPENSATION (Summary of Liability-Classified Restricted Stock Unit Activity) (Details) - Liability-Classified Restricted Stock Units shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Units
Beginning balance (in shares) | shares	3,950
Granted (in shares) | shares	0
Vested (in shares) | shares	(2,206)
Forfeited (in shares) | shares	(3)
Ending balance (in shares) | shares	1,741
Weighted Average Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 4.81
Granted (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	4.84
Forfeited (in dollars per share) | $ / shares	5.57
Ending balance (in dollars per share) | $ / shares	$ 4.61

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LONG-TERM INCENTIVE COMPENSATION (Summary of Liability-Classified Performance Units ) (Details) - Liability-Classified Performance Units shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Units
Beginning balance (in shares) | shares	10,982
Granted (in shares) | shares	5,136
Vested (in shares) | shares	(3,966)
Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	12,152
Weighted Average Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 2.25
Granted (in dollars per share) | $ / shares	4.83
Vested (in dollars per share) | $ / shares	6.13
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	$ 1.15

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LONG-TERM INCENTIVE COMPENSATION - Schedule of Performance Cash Award Compensation Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance cash awards – expensed	$ 7	$ 6	$ 18	$ 24
Performance cash awards – capitalized	4	4	11	15
Performance cash awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance cash awards – expensed	3	2	8	5
Performance cash awards – capitalized	$ 2	$ 2	$ 7	$ 5

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LONG-TERM INCENTIVE COMPENSATION (Summary of Performance Cash Awards) (Details) - Performance cash awards shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Units
Beginning balance (in shares) | shares	39,994
Granted (in shares) | shares	27,493
Vested (in shares) | shares	(13,250)
Forfeited (in shares) | shares	(3,761)
Ending balance (in shares) | shares	50,476
Weighted Average Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 1.00
Granted (in dollars per share) | $ / shares	1.00
Vested (in dollars per share) | $ / shares	1.00
Forfeited (in dollars per share) | $ / shares	1.00
Ending balance (in dollars per share) | $ / shares	$ 1.00

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SEGMENT INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Total operating revenues	$ 1,443	$ 4,541	$ 4,830	$ 11,622
Depreciation, depletion and amortization expense	338	298	979	861
Operating income (loss)	7	2,414	556	5,844
Interest expense	36	50	106	139
Gain on derivatives	93	(1,903)	1,811	(6,709)
Gain (Loss) on Extinguishment of Debt	0	0	(19)	(6)
Other income, net	2	0	1	(1)
Provision from income taxes	21	11	28	41
Assets	12,973	13,104	12,973	13,104	$ 12,926
Capital investments	454	543	1,714	1,672
Increase (decrease) in accrued expenditures	(94)	(33)	(122)	44
Merger-related expenses	0	0	0	27
Intersegment Revenues
Segment Reporting Information [Line Items]
Total operating revenues	809	3,142	2,900	7,842
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Depreciation, depletion and amortization expense	0	0	0	0
Operating income (loss)	0	0	0	0
Interest expense	0	0	0	0
Gain on derivatives	0	0	0	(2)
Gain (Loss) on Extinguishment of Debt			(19)	(6)
Other income, net	1		1	0
Provision from income taxes	0	0	0	0
Assets	140	112	140	112
Capital investments	2	3	5	3
E&P
Segment Reporting Information [Line Items]
Total operating revenues	890	3,243	3,123	8,251
Merger-related expenses				27
E&P | Intersegment Revenues
Segment Reporting Information [Line Items]
Total operating revenues	(17)	4	(44)	(1)
E&P | Operating Segments
Segment Reporting Information [Line Items]
Total operating revenues	873	3,247	3,079	8,250
Depreciation, depletion and amortization expense	337	297	975	857
Operating income (loss)	(18)	2,386	490	5,784
Interest expense	36	50	106	139
Gain on derivatives	93	(1,903)	1,811	(6,707)
Gain (Loss) on Extinguishment of Debt			0	0
Other income, net	1		0	0
Provision from income taxes	21	11	28	41
Assets	12,350	11,359	12,350	11,359
Capital investments	452	540	1,709	1,669
Marketing
Segment Reporting Information [Line Items]
Total operating revenues	553	1,298	1,707	3,371
Marketing | Intersegment Revenues
Segment Reporting Information [Line Items]
Total operating revenues	826	3,138	2,944	7,843
Marketing | Operating Segments
Segment Reporting Information [Line Items]
Total operating revenues	1,379	4,436	4,651	11,214
Depreciation, depletion and amortization expense	1	1	4	4
Operating income (loss)	25	28	66	60
Interest expense	0	0	0	0
Gain on derivatives	0	0	0	0
Gain (Loss) on Extinguishment of Debt			0	0
Other income, net	0		0	(1)
Provision from income taxes	0	0	0	0
Assets	483	1,633	483	1,633
Capital investments	$ 0	$ 0	$ 0	$ 0

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SEGMENT INFORMATION (Schedule of Other Assets) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Segment Reporting Information [Line Items]
Cash and cash equivalents	$ 26	$ 50
Accounts receivable	602	1,401
Property, plant and equipment	11,523	10,903
Unamortized debt expense	36	44
Right-of-use lease assets	163	177
Other long-term assets	408	359
TOTAL ASSETS	12,973	$ 12,926	$ 13,104
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Cash and cash equivalents	26		11
Accounts receivable	1		1
Prepayments	10		8
Other current assets	2		0
Property, plant and equipment	21		10
Unamortized debt expense	16		21
Right-of-use lease assets	51		58
Non-qualified retirement plan	3		3
Other long-term assets	10		0
TOTAL ASSETS	$ 140		$ 112