Southwestern Energy (SWN) 10-Q 30 Oct 09 2009 Q3 Quarterly report Financial data

Document Information

Document Information
	9 Months Ended Sep. 30, 2009 USD / shares
Document Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	2009-09-30

Entity Information

Entity Information (USD $)
	9 Months Ended Sep. 30, 2009	Oct. 27, 2009
Entity Information
Entity Registrant Name	Southwestern Energy Co
Entity Central Index Key	0000007332
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Listing, Par Value Per Share	0.01
Entity Common Stock, Shares Outstanding		345,295,309

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Share data	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
Operating Revenues
Gas sales	$369,963	$433,698	$1,110,051	$1,167,403
Gas marketing	113,642	226,889	356,652	568,032
Oil sales	1,805	9,565	4,680	38,816
Gas gathering	17,443	12,662	50,871	30,134
Other	96	185	(968)	7,090
Total Operating Revenues	502,949	682,999	1,521,286	1,811,475
Operating Costs and Expenses
Gas purchases - midstream services	112,956	225,149	353,323	560,490
Gas purchases - gas distribution	0	0	0	61,439
Operating expenses	38,898	23,877	96,576	77,903
General and administrative expenses	31,942	21,055	84,851	70,536
Depreciation, depletion and amortization	113,833	105,230	355,988	300,478
Impairment of natural gas and oil properties	0	0	907,812	0
Taxes, other than income taxes	8,282	8,648	23,963	24,793
Total Operating Costs and Expenses	305,911	383,959	1,822,513	1,095,639
Operating Income (Loss)	197,038	299,040	(301,227)	715,836
Interest Expense
Interest on debt	13,761	14,205	41,671	46,950
Other interest charges	740	482	2,269	1,749
Interest capitalized	(9,224)	(8,109)	(31,913)	(21,595)
Total Interest Expense	5,277	6,578	12,027	27,104
Other Income	554	2,354	1,088	2,530
Gain on sale of utility assets	0	57,264	0	57,264
Income (Loss) Before Income Taxes	192,315	352,080	(312,166)	748,526
Provision (Benefit) for Income Taxes
Current	(20,704)	61,000	(56,204)	107,500
Deferred	94,809	72,715	(62,378)	176,732
Total Provision (Benefit) for Income Taxes	74,105	133,715	(118,582)	284,232
Net income (loss)	118,210	218,365	(193,584)	464,294
Less: net income (loss) attributable to noncontrolling interest	(44)	197	(108)	547
Net Income (Loss) Attributable to Southwestern Energy	$118,254	$218,168	($193,476)	$463,747
Earnings Per Share
Net income (loss) attributable to Southwestern Energy stockholders - Basic	0.34	0.64	-0.56	1.36
Net income (loss) attributable to Southwestern Energy stockholders - Diluted	0.34	0.63	-0.56	1.34
Weighted Average Common Shares Outstanding
Basic	343,717,232	342,312,845	343,087,065	341,595,957
Diluted	349,000,241	346,712,565	343,087,065	346,459,853

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (USD $)
In Thousands	Sep. 30, 2009	Dec. 31, 2008
Current Assets
Cash and cash equivalents	$9,659	$196,277
Accounts receivable	199,011	254,557
Inventories	30,309	50,377
Hedging asset	230,278	343,320
Other	64,579	38,732
Total current assets	533,836	883,263
Property and Equipment
Gas and oil properties (using the full cost method), including costs excluded from amortization of $624.4 million in 2009 and $540.6 million in 2008	6,015,561	4,836,077
Gathering systems	500,867	341,474
Gas in underground storage	13,349	13,349
Other	179,815	138,014
Total property and equipment	6,709,592	5,328,914
Less: Accumulated depreciation, depletion and amortization	2,882,350	1,615,307
Property and equipment, net	3,827,242	3,713,607
Other Assets	97,065	163,288
TOTAL ASSETS	4,458,143	4,760,158
Current Liabilities
Short-term debt	1,200	61,200
Accounts payable	348,518	451,597
Taxes payable	21,180	31,951
Interest payable	9,914	20,857
Advances from partners	71,526	70,603
Hedging liability	12,281	10,899
Current deferred income taxes	81,059	122,448
Other	15,838	10,758
Total current liabilities	561,516	780,313
Long-Term Debt	958,300	674,200
Other Liabilities
Deferred income taxes	632,890	721,707
Long-term hedging liability	10,265	5,934
Pension and other postretirement liabilities	12,560	15,436
Other long-term liabilities	53,047	44,605
Total Other Liabilities	708,762	787,682
Equity
Common stock, $0.01 par value; authorized 540,000,000 shares, issued 345,256,980 shares in 2009 and 343,624,956 in 2008	3,453	3,436
Additional paid-in capital	827,040	811,492
Retained earnings	1,256,501	1,449,977
Accumulated other comprehensive income	136,999	247,665
Common stock in treasury, 203,472 shares in 2009 and 225,050 in 2008	(4,316)	(4,740)
Total Southwestern Energy stockholders' equity	2,219,677	2,507,830
Noncontrolling interest	9,888	10,133
Total equity	2,229,565	2,517,963
TOTAL LIABILITIES AND EQUITY	$4,458,143	$4,760,158

1_Condensed Consolidated Balanc

Condensed Consolidated Balance Sheets (Parentheticals) (USD $)
In Millions, except Share data, unless otherwise specified	9 Months Ended Sep. 30, 2009	12 Months Ended Dec. 31, 2008
Gas and Oil Properties (using the full cost method), Costs Excluded from Amortization	624.4	540.6
Common Stock, Shares, Issued	345,256,980	343,624,956
Common Stock, Shares Authorized	540,000,000	540,000,000
Common Stock, Par Value	0.01	0.01
Common Stock in Treasury, Shares	203,472	225,050

2_Condensed Consolidated Statem

Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
Cash Flows From Operating Activities
Net income (loss)	($193,584)	$464,294
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation, depletion and amortization	357,218	301,801
Impairment of natural gas and oil properties	907,812	0
Deferred income taxes	(62,378)	176,732
Impairment of natural gas inventory and other	5,459	0
Gain on sale of utility assets	0	(57,264)
Unrealized (gain) loss on derivatives	6,535	(5,956)
Stock-based compensation expense	8,699	5,379
Gain on sale of property and equipment	0	(392)
Distributions to noncontrolling interest in partnership	(137)	(508)
Change in Assets and Liabilities
Accounts receivable	55,546	(59,690)
Inventories	7,284	(32,397)
Accounts payable	(61,416)	115,388
Taxes payable	(10,771)	67,834
Interest payable	(10,943)	9,784
Advances from partners and customer deposits	923	24,432
Deferred tax benefit - stock options	0	(42,197)
Other assets and liabilities	(20,721)	(533)
Net cash provided by operating activities	989,526	966,707
Cash Flows From Investing Activities
Capital investments	(1,374,047)	(1,287,324)
Proceeds from sale of property and equipment	0	732,924
Net proceeds from sale of utility assets	0	213,721
Other	(4,585)	(816)
Net cash used in investing activities	(1,378,632)	(341,495)
Cash Flows From Financing Activities
Payments on short-term debt	(60,600)	(600)
Payments on revolving long-term debt	(879,400)	(1,843,600)
Borrowings under revolving long-term debt	1,164,100	1,001,400
Proceeds from issuance of long-term debt	0	600,000
Debt issuance costs and revolving credit facility costs	0	(8,895)
Excess tax benefit for stock-based compensation	0	42,197
Change in bank drafts outstanding	(25,783)	5,402
Proceeds from exercise of common stock options	4,171	3,240
Net cash provided by (used in) financing activities	202,488	(200,856)
Increase (decrease) in cash and cash equivalents	(186,618)	424,356
Cash and cash equivalents at beginning of year	196,277	1,832	[1]
Cash and cash equivalents at end of period	$9,659	$426,188
[1]Cash and cash equivalents at the beginning of the year for 2008 include $1.1 million classified as "held for sale". See Note 4 for additional information.

3_Condensed Consolidated Statem

Condensed Consolidated Statement of Changes in Equity (USD $)
In Thousands	3 Months Ended Sep. 30, 2009		9 Months Ended Sep. 30, 2009		Dec. 31, 2008
Balance at December 31, 2008			$2,517,963
Comprehensive Income (Loss)
Net income (loss)	118,210		(193,584)
Change in value of derivatives	(101,750)		(111,255)
Change in value of pension and other postretirement liabilities	199	[1]	589	[1]
Comprehensive income (loss)	16,659		(304,250)
Stock-based compensation			11,190
Exercise of stock options			4,171
Treasury Stock - non-qualified plan			628
Distributions to noncontrolling interest in partnership			(137)
Balance at September 30, 2009	2,229,565		2,229,565		2,517,963
Additional Paid-in Capital
Balance at December 31, 2008			811,492
Comprehensive Income (Loss)
Stock-based compensation			11,190
Exercise of stock options			4,154
Treasury Stock - non-qualified plan			204
Balance at September 30, 2009	827,040		827,040		811,492
Retained Earnings
Balance at December 31, 2008			1,449,977
Comprehensive Income (Loss)
Net income (loss)			(193,476)
Balance at September 30, 2009	1,256,501		1,256,501		1,449,977
Accumulated Other Comprehensive Income
Balance at December 31, 2008			247,665
Comprehensive Income (Loss)
Change in value of derivatives			(111,255)
Change in value of pension and other postretirement liabilities		[1]	589
Balance at September 30, 2009	136,999		136,999		247,665
Common Stock
Balance at December 31, 2008			3,436
Shares Issued, Beginning Balance			343,625
Comprehensive Income (Loss)
Exercise of stock options			17
Exercise of Stock Options, Shares			1,618
Issuance of restricted stock, Shares			22
Cancellation of restricted stock, Shares			(8)
Shares Issued, Ending Balance	345,257		345,257		343,625
Balance at September 30, 2009	3,453		3,453		3,436
Common Stock in Treasury
Balance at December 31, 2008			(4,740)
Comprehensive Income (Loss)
Treasury Stock - non-qualified plan			424
Balance at September 30, 2009	(4,316)		(4,316)		(4,740)
Noncontrolling Interest
Balance at December 31, 2008			10,133
Comprehensive Income (Loss)
Net income (loss)			(108)
Comprehensive income (loss)			(108)
Distributions to noncontrolling interest in partnership			(137)
Balance at September 30, 2009	$9,888		$9,888		$10,133
[1](5) Current period change in the value of pension and other postretirement liabilities is net of $0.1, ($2.3), $0.3 and ($2.1) million in taxes for the three months ended September 30, 2009 and 2008, and the nine months ended September 30, 2009 and 2008, respectively.

4_Condensed Consolidated Statem

Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Thousands	3 Months Ended Sep. 30, 2009		3 Months Ended Sep. 30, 2008		9 Months Ended Sep. 30, 2009		9 Months Ended Sep. 30, 2008
Net income (loss)	$118,210		$218,365		($193,584)		$464,294
Change in Value of Derivatives
Current period reclassification to earnings	(101,336)	[1]	32,129	[1]	(289,432)	[1]	67,775	[1]
Current period ineffectiveness	4,969	[2]	(19,748)	[2]	5,021	[2]	6,533	[2]
Current period change in derivative instruments	(5,383)	[3]	513,785	[3]	173,156	[3]	(23,970)	[3]
Total change in value of derivatives	(101,750)		526,166		(111,255)		50,338
Change in value of pension and other postretirement liabilities
Sale of utility - divestiture, curtailment and settlement	0	[4]	9,040	[4]	0	[4]	9,040	[4]
Current period change in value of pension and other postretirement liabilities	199	[5]	(3,890)	[5]	589	[5]	(3,471)	[5]
Total change in value of pension and other postretirement liabilites	199		5,150		589		5,569
Comprehensive income (loss)	16,659		749,681		(304,250)		520,201
Less: comprehensive income (loss) attributable to the noncontrolling interest	(44)		197		(108)		547
Comprehensive income (loss) attributable to Southwestern Energy	$16,703		$749,484		($304,142)		$519,654
[1](1) Current period reclassification to earnings is net of ($65.4), $19.7, ($180.9) and $41.5 million in taxes for the three months ended September 30, 2009 and 2008, and the nine months ended September 30, 2009 and 2008, respectively.
[2](2) Current period ineffectiveness is net of $3.2, ($12.1), $3.2 and $4.0 million in taxes for the three months ended September 30, 2009 and 2008, and the nine months ended September 30, 2009 and 2008, respectively.
[3](3) Current period change in derivative instruments is net of ($3.5), $314.9, $109.5 and ($14.7) million in taxes for the three months ended September 30, 2009 and 2008, and the nine months ended September 30, 2009 and 2008, respectively.
[4](4) Sale of utility - divestiture, curtailment and settlement is net of $5.5 and $5.5 million in taxes for the three and nine months ended September 30, 2008, respectively.
[5](5) Current period change in the value of pension and other postretirement liabilities is net of $0.1, ($2.3), $0.3 and ($2.1) million in taxes for the three months ended September 30, 2009 and 2008, and the nine months ended September 30, 2009 and 2008, respectively.

Basis of Presentation

Basis of Presentation
	9 Months Ended Sep. 30, 2009 USD / shares
Basis of Presentation
Basis of Presentation	(1) BASIS OF PRESENTATION Southwestern Energy Company (including its subsidiaries, collectively, the Company, Southwestern, we, us, its, and our) is an independent energy company primarily focused on the exploration and production of natural gas. The Company engages in natural gas and oil exploration and production and natural gas gathering and marketing through its subsidiaries. Southwesterns exploration and production (EP) activities are currently concentrated in Arkansas, Oklahoma, Pennsylvania and Texas. Southwesterns marketing and gas gathering business (Midstream Services) is concentrated in the core areas of its EP operations. The accompanying unaudited condensed consolidated financial statements were prepared using accounting principles generally accepted in the UnitedStates of America (GAAP) for interim financial information and in accordance with the rules and regulations of the SEC. Certain information relating to the Companys organization and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been appropriately condensed or omitted in this Quarterly Report on Form10-Q. The Company believes that the disclosures made are adequate to make the information presented not misleading. The unaudited condensed 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 presentation of the financial position, results of operations and cash flows for the interim periods presented herein. It is recommended that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2008 (2008 Annual Report on Form 10-K). The Companys significant accounting policies, which have been reviewed and approved by the audit committee of the Companys Board of Directors, are summarized in Note 1 of the Companys 2008 Annual Report on Form 10-K. In June2009, the Company implemented the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC). The implementation establishes the FASB ASC as the source of authoritative accounting principles to be applied in the preparation of financial statements in conformity with GAAP. The FASB ASC does not change GAAP and its implementation did not have a material impact on the Companys consolidated financial statements. On January 1, 2009, the Company implemented certain provisions of FASB ASC Topic 810-10, Consolidation Overall, which establish accounting and reporting standards for (1) ownership interests in subsidiaries held by others, (2) the amount of consolidated net income attributable to the controlling and noncontrolling interests, (3) changes in the controlling ownership interest, (4) the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated and (5) disclosures that clearly identify and distinguish between the interests of the controlling and noncontrolling owners. The implementation resulted in changes to th

Gas and Oil Properties

Gas and Oil Properties
	9 Months Ended Sep. 30, 2009 USD / shares
Gas and Oil Properties
Gas And Oil Properties	(2) GAS AND OIL PROPERTIES The Company utilizes the full cost method of accounting for costs related to the exploration, development, and acquisition of natural gas and oil reserves. Under this method, all such costs (productive and nonproductive), including salaries, benefits and other internal costs directly attributable to these activities are capitalized and amortized on an aggregate basis over the estimated lives of the properties using the units-of-production method. These capitalized costs, less accumulated amortization and related deferred income taxes, are subject to a ceiling test that limits such pooled costs to the aggregate of the present value of future net revenues attributable to proved natural gas and oil reserves discounted at 10 percent (standardized measure) plus the lower of cost or market value of unproved properties. 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 and oil prices may subsequently increase the ceiling. Full cost companies must use the prices in effect at the end of each accounting quarter, including the impact of derivatives qualifying as hedges, to calculate the ceiling value of their reserves. However, commodity price increases subsequent to the end of a reporting period but prior to the release of a periodic report may be utilized to calculate the ceiling value of reserves. At March 31, 2009, the net capitalized costs of our gas and oil properties exceeded the ceiling by approximately $558.3 million (net of tax) and resulted in a non-cash ceiling test impairment in the first quarter of 2009. Using the quoted market price for Henry Hub natural gas on October 23, 2009 of $4.98 per MMBtu and $77.75 per barrel for West Texas Intermediate oil, adjusted for market differentials, the Companys net book value of natural gas and oil properties did not exceed the ceiling amount and did not result in a ceiling test impairment in the third quarter. The ceiling value of the Companys reserves based upon quoted market prices at September 30, 2009 of $3.30 per MMBtu for Henry Hub natural gas and $67.00 per barrel for West Texas Intermediate oil, adjusted for market differentials, would have exceeded the ceiling amount by $228.3 million (net of taxes), including the effect of hedges. Cash flow hedges of gas production in place increased the ceiling value by approximately $347.7 million and $208.2 million at September 30, 2009 and October 23, 2009, respectively. Decreases in market prices as well as changes in production rates, levels of reserves, evaluation of costs excluded from amortization, future development costs and service costs could result in future ceiling test impairments.

Earnings Per Share

Earnings Per Share
	9 Months Ended Sep. 30, 2009 USD / shares
Earnings Per Share
Earnings Per Share	(3) EARNINGS PER SHARE The following table presents the computation of earnings per share for the three- and nine-month periods ended September 30, 2009 and 2008: For the three months ended For the nine months ended September 30, September 30, 2009 2008 2009 2008 Net income (loss) attributable to Southwestern Energy (in thousands) $118,254 $218,168 $(193,476) $463,747 Number of common shares: Weighted average outstanding 343,717,232 342,312,845 343,087,065 341,595,957 Issued upon assumed exercise of outstanding stock options 4,859,651 3,971,851 4,445,642 Effect of issuance of nonvested restricted common shares 423,358 427,869 418,254 Weighted average and potential dilutive outstanding(1) 349,000,241 346,712,565 343,087,065 346,459,853 Earnings per share: Net income (loss) attributable to Southwestern Energy stockholders basic $0.34 $0.64 $(0.56) $1.36 Net income (loss) attributable to Southwestern Energy stockholders diluted $0.34 $0.63 $(0.56) $1.34 (1) Options for 640,105 shares and 53,303 shares of restricted stock were excluded from the calculation for the three months ended September 30, 2009 because they would have had an antidilutive effect. Options for 40,705 shares and 78,936 shares of restricted stock were excluded from the calculation for the three months ended September 30, 2008 because they would have had an antidilutive effect. Due to the net loss for the nine months ended September 30, 2009, options for 6,964,471 shares and 844,051 shares of restricted stock were antidilutive and excluded from the calculation. Options for 349,410 shares and 40,597 shares of restricted stock were excluded from the calculation for the nine months ended September 30, 2008 because they would have had an antidilutive effect.

Divestitures

Divestitures
	9 Months Ended Sep. 30, 2009 USD / shares
Divestitures
Divestitures	(4) DIVESTITURES In November 2007, the Company entered into an agreement to sell all of the capital stock of its wholly-owned subsidiary, Arkansas Western Gas Company (AWG), for $224 million plus working capital. On July 1, 2008, the transaction was closed and the Company received $223.5 million (net of expenses related to the sale). In order to receive regulatory approval for the sale and certain related transactions, the Company paid $9.8 million to AWG for the benefit of its customers. The Company recorded a $57.3 million pre-tax gain on the sale of AWG in the third quarter of 2008. The operating results and cash flows from AWG through June 30, 2008 are included in the unaudited condensed consolidated statements of operations and statements of cash flows. As a result of completion of the sale of AWG, the Company is no longer engaged in any natural gas distribution operations. In the second quarter of 2008, the Company sold certain natural gas and oil leases, wells and gathering equipment in its Fayetteville Shale play for $518.3 million. Additionally, in the second and third quarters of 2008, the Company sold various natural gas and oil properties in the Gulf Coast and Permian Basin for approximately $240 million in the aggregate. All proceeds from the sales of natural gas and oil properties were credited to the full cost pool. The operating results and cash flows from the divested properties are included in the unaudited condensed consolidated statements of operations and statements of cash flows for the three- and nine-month periods ended September 30, 2008.

Debt

Debt
	9 Months Ended Sep. 30, 2009 USD / shares
Debt
Debt	(5) DEBT The components of debt as of September 30, 2009 and December 31, 2008 consisted of the following: September 30, December 31, 2009 2008 (in thousands) Short-term debt: 7.625% Senior Notes due 2027, putable at the holders option in 2009 $ $60,000 7.15% Senior Notes due 2018 1,200 1,200 Total short-term debt 1,200 61,200 Long-term debt: Variable rate (1.126% at September 30, 2009) unsecured revolving credit facility 284,700 7.5% Senior Notes due 2018 600,000 600,000 7.21% Senior Notes due 2017 40,000 40,000 7.15% Senior Notes due 2018 33,600 34,200 Total long-term debt 958,300 674,200 Total debt $959,500 $735,400 The Company has an unsecured revolving credit facility which expires in February 2012 (Credit Facility). The Credit Facility has a borrowing capacity of $1.0 billion which may be increased to $1.25 billion at any time upon the Companys agreement with its existing or additional lenders. As of September 30, 2009, the Company had $284.7 million in borrowings outstanding under the Credit Facility with a weighted average interest rate of 1.126%. In the second quarter of 2009, the 7.625% Senior Notes were put to the Company and the Company utilized funds available under the Credit Facility to pay the note holders $62.1 million in principal and accrued interest on May 1, 2009. The Credit Facility is currently guaranteed by the Companys subsidiaries, SEECO, Inc. (SEECO), Southwestern Energy Production Company (SEPCO) and Southwestern Energy Services Company (SES) and requires additional subsidiary guarantors if certain guaranty coverage levels are not satisfied. In addition to the subsidiary guarantees, the Credit Facility restricts the ability of the Companys subsidiaries to incur debt and contains covenants which impose certain restrictions on the Company. Under the terms of the Credit Facility, the Company may not issue total debt in excess of 60% of its total capital, must maintain a certain level of equity, and must maintain a ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to interest expense of 3.5 or above. At September 30, 2009, the Company was in compliance with the covenants of its debt agreements.

Derivatives and Risk Management

Derivatives and Risk Management
	9 Months Ended Sep. 30, 2009 USD / shares
Derivatives and Risk Management
Derivatives and Risk Management	(6) DERIVATIVES AND RISK MANAGEMENT The Company is exposed to commodity price risk which impacts the predictability of its cash flows related to the sale of natural gas and oil. The primary risk managed by the Companys use of certain derivative financial instruments is commodity price risk. These derivative financial instruments allow the Company to limit its price exposure to a portion of its projected natural gas sales. At September 30, 2009 and December 31, 2008, the Companys derivative financial instruments consisted of price swaps, costless collars and basis swaps. A description of the Companys derivative financial instruments is provided below: Fixed price swaps The Company receives a fixed price for the contract and pays a floating market price to the counterparty. Floating price swaps The Company receives a floating market price from the counterparty and pays a fixed price. Costless-collars Contain a fixed floor price (put) and a fixed ceiling price (call). If the market price exceeds the call strike price or falls below the put strike price, the Company receives the fixed price and pays the market price. If the market price is between the call and the put strike price, no payments are due from either party. Basis swaps Matched and unmatched arrangements that guarantee a price differential for natural gas from a specified delivery point. 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. GAAP requires that all derivatives be recognized in the balance sheet as either an asset or liability and be measured at fair value. Under GAAP, certain criteria must be satisfied in order for derivative financial instruments to be classified and accounted for as either a cash flow or a fair value hedge. Accounting for qualifying hedges requires a derivatives gains and losses to be recorded as a component of other comprehensive income. Gains and losses on derivatives that are not elected for hedge accounting treatment or that do not meet hedge accounting requirements are recorded in earnings. The Company utilizes counterparties for its derivative instruments that it believes are credit-worthy at the time the transactions are entered into and the Company closely monitors the credit ratings of these counterparties. Additionally, the Company performs both quantitative and qualitative assessments of these counterparties based on their credit ratings and credit default swap rates where applicable. However, the recent events in the financial markets demonstrate there can be no assurance that a counterparty will be able to meet its obligations to the Company. None of the Companys derivative instruments contain credit-risk-related contingent features other than one derivative instrument which expires in December 2009. The credit-risk-related contingent feature, which requires the posting of cash collateral, is triggered when a net liability owed to that counterparty exceeds a threshold amount. The required cash collateral amount is equal to the net liab

Fair Value Measurements

Fair Value Measurements
	9 Months Ended Sep. 30, 2009 USD / shares
Fair Value Measurements
Fair Value Measurements	(7) FAIR VALUE MEASUREMENTS At September 30, 2009, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, other current assets and current liabilities on the unaudited condensed consolidated balance sheets approximate fair value because of their short term nature. For debt and commodity hedges, the following methods and assumptions were used to estimate fair value: Debt: The fair values of the Companys 7.5% Senior Notes due 2018, 7.21% Senior Notes due 2017 and 7.15% Senior Notes due 2018 were based on the September 30, 2009 yield of the Companys publicly-traded debt. The yield of the Companys publicly-traded 7.5% Senior Notes due 2018 was 7.3% at September 30, 2009. Borrowings of $284.7 million under the Companys unsecured revolving credit facility at September 30, 2009 approximate fair value. Commodity Hedges: The fair value of all hedging financial instruments is the amount at which the instrument could be exchanged currently between willing parties. The amounts are based on quoted market prices, best estimates obtained from counterparties and an option pricing model, when necessary, for price option contracts. The carrying amounts and estimated fair values of the Companys financial instruments as of September 30, 2009 and December 31, 2008 were as follows: 2009 2008 Carrying Fair Carrying Fair Amount Value Amount Value (in thousands) Cash and cash equivalents $9,659 $9,659 $196,277 $196,277 Total debt $959,500 $968,401 $735,400 $648,616 Commodity hedges $234,903 $234,903 $421,410 $421,410 Effective January 1, 2008, the Company partially implemented certain provisions of FASB ASC 820-10, Fair Value Measurements and Disclosures Overall, which defines fair value, provides a framework for measuring fair value under GAAP and expands the required disclosures about fair value measurements. Additionally, on January 1, 2008, the Company implemented certain provisions of FASB ASC 825-10, Financial Instruments Overall, which allow an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Company does not plan to elect to use the fair value option for any of its financial instruments that are not currently measured at fair value. GAAP establishes a fair value hierarchy that 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. Pursuant to GAAP, the Company has classified its derivatives into these levels depending upon the data relied on to determine the fair values. The Companys fixed-price and floating-price swaps are es

Segment Information

Segment Information
	9 Months Ended Sep. 30, 2009 USD / shares
Segment Information
Segment Information	(8) SEGMENT INFORMATION The Companys reportable business segments have been identified based on the differences in products or services provided. Revenues for the EP segment are derived from the production and sale of natural gas and crude oil. The Midstream Services segment generates revenue through gathering fees associated with the transportation of natural gas to market and through the marketing of both Company and third-party produced gas volumes. Revenues for the Natural Gas Distribution segment arose from the transportation and retail sale of natural gas by AWG. As a result of the disposition of AWG on July 1, 2008, the Company no longer has any natural gas distribution operations. Summarized financial information for the Companys 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 2008 Annual Report on Form 10-K. Management evaluates the performance of its segments based on operating income, defined as operating revenues less operating costs and expenses. The Other column includes items not related to the Companys reportable segments including real estate and corporate items. Exploration Natural and Midstream Gas Production Services Distribution Other Total (in thousands) Three months ended September 30, 2009: Revenues from external customers $371,864 $131,085 $ $ $502,949 Intersegment revenues (830) 229,126 112 228,408 Operating income (loss) 172,038 25,100 (100) 197,038 Interest and other income(1) 551 3 554 Depreciation, depletion and amortization expense 108,432 5,205 196 113,833 Interest expense(1) 3,819 1,458 5,277 Provision (benefit) for income taxes(1) 65,268 8,875 (38) 74,105 Assets 3,775,982 596,611 85,550 (2) 4,458,143 Capital investments(3) 333,927 64,986 9,860 408,773 Three months ended September 30, 2008: Revenues from external customers $443,327 $239,550 $ $122 $682,999 Intersegment revenues 14,846 443,621 112 458,579 Operating income 280,607 18,254 179 299,040 Interest and other income (loss)(1) 2,357 (3) 2,354 Gain on sale of utility assets 57,264 57,264 Depreciation, depletion and amortization expense 102,015 3,179 36 105,230 Interest expense(1) 4,026 2,552 6,578 Provision for income taxes(1) 105,921 5,966 21,828 133,715 Assets 3,374,462 482,138 507,406 (2) 4,364,006 Capital investments(3) 415,690 54,222 1,709 471,621 Nine months ended September 30, 2009: Revenues from external customers $1,113,524 $407,523 $ $239 $1,521,286 Intersegment revenues 8,276 683,326 336 691,938 O

Interest and Income Taxes

Interest and Income Taxes
	9 Months Ended Sep. 30, 2009 USD / shares
Interest and Income Taxes
Interest and Income Taxes	(9) INTEREST AND INCOME TAXES Interest payments totaling $52.6 million and $37.0 million were made for the nine-month periods ended September 30, 2009 and 2008, respectively. Income tax payments totaling $0.1 million and $46.5 million were made for the nine-month periods ended September 30, 2009 and 2008, respectively. For the nine months ended September 30, 2009, the Company received a $41.8 million income tax refund. The current and deferred tax portions of the Companys provision (benefit) for income taxes for the three- and nine-month periods ended September 30, 2009 and 2008 are summarized below: For the three months ended For the nine months ended September 30, September 30, 2009 2008 2009 2008 (in thousands) Current $(20,704) $61,000 $(56,204) $107,500 Deferred 94,809 72,715 (62,378) 176,732 Provision (benefit) for income taxes $74,105 $133,715 $(118,582) $284,232 For the three months ended March 31, 2009, the Company recognized an increase of approximately $50 million in unrecognized tax benefits related to alternative minimum taxes associated with uncertain tax positions. These unrecognized tax benefits were subsequently reduced, and as of September 30, 2009, the Company has no unrecognized tax benefits. The Company does not expect to be subject to current income taxes in 2009.

Contingencies and Commitments

Contingencies and Commitments
	9 Months Ended Sep. 30, 2009 USD / shares
Contingencies and Commitments
Contingencies and Commitments	(10) CONTINGENCIES AND COMMITMENTS Environmental Risk The Company is subject to laws and regulations relating to the protection of the environment. The Companys policy is to accrue environmental and cleanup related costs of a non-capital nature 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 or reported results of operations of the Company. Litigation The Company is subject to litigation and claims that have arisen in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of management, the results of such litigation and claims currently pending will not have a material effect on the financial position or reported results of operations of the Company.

Equity

Equity
	9 Months Ended Sep. 30, 2009 USD / shares
Equity
Equity	(11) EQUITY On April 8, 2009, the Companys Board of Directors approved and the Company entered into, a Second Amended and Restated Rights Agreement (Rights Agreement), dated as of April 9, 2009, between the Company and Computershare Trust Company, N.A., which amended, restated, superseded and replaced the Amended and Restated Rights Agreement dated as of April 12, 1999, as amended. The Rights Agreement extends the term of the agreement until April 8, 2019 and amends each Right (which initially represented the right to purchase one share of the Common Stock) to represent the right to purchase, when exercisable, a unit consisting of one one-thousandth of a share (Unit) of Series A Junior Participating Preferred Stock, par value $0.01 per share (Series A Preferred Stock) at a purchase price of $150.00 per Unit (Purchase Price), subject to adjustment. In connection with the Rights Agreement, the Board of Directors approved the Certificate of Designation, Preferences and Rights (Certificate of Designation) establishing the Series A Preferred Stock, which was filed with the Secretary of State of the State of Delaware on April 9, 2009, and reserved 1,000,000 shares for issuance under the Rights Agreement. Pursuant to the Certificate of Designation, when issued, each share of the Series A Preferred Stock entitles the holder thereof to 1,000 votes, subject to adjustment, on all matters submitted to a vote of the stockholders of the Company. Except as otherwise set forth in the Certificate of Designation or provided by law, the holders of shares of the Series A Preferred Stock and the holders of shares of the Common Stock will vote together as one class on all matters submitted to a vote of stockholders of the Company.

Stock-Based Compensation

Stock-Based Compensation
	9 Months Ended Sep. 30, 2009 USD / shares
Stock-Based Compensation
Stock-Based Compensation	(12) STOCK-BASED COMPENSATION The Company has incentive plans that provide for the issuance of equity awards, including stock options and restricted stock. These plans are discussed more fully in Note 12 of the Notes to Consolidated Financial Statements included in Item 8 of the 2008 Annual Report on Form 10-K. For the three- and nine-months ended September 30, 2009, the Company recorded compensation cost of $1.2 million and $3.5 million, respectively, in general and administrative expense related to stock options. Additional amounts of $0.5 million and $1.5 million for the same respective periods were directly related to the acquisition, exploration and development activities for the Companys gas and oil properties and were capitalized into the full cost pool. As of September 30, 2009, a total of $8.5 million of unrecognized compensation costs related to stock options not yet vested is expected to be recognized over future periods. For the three- and nine-months ended September 30, 2008, the Company recorded compensation cost of $0.8 million and $2.3 million, respectively, in general and administrative expense related to stock options. Additional amounts of $0.5 million and $1.0 million for the same respective periods were directly related to the acquisition, exploration and development activities for the Companys gas and oil properties and were capitalized into the full cost pool. For the three- and nine-months ended September 30, 2009, the Company recorded compensation cost of $1.2 million and $3.4 million, respectively, in general and administrative expense related to restricted stock grants. Additional amounts of $0.9 million and $2.8 million for the same respective periods were directly related to the acquisition, exploration and development activities for the Companys gas and oil properties and were capitalized into the full cost pool. As of September 30, 2009, there was $14.5 million of total unrecognized compensation cost related to nonvested shares of restricted stock. For the three- and nine-months ended September 30, 2008, the Company recorded compensation cost of $1.0 million and $2.7 million, respectively, in general and administrative expense related to restricted stock grants. Additional amounts of $0.9 million and $2.2 million for the same respective periods were directly related to the acquisition, exploration and development activities for the Companys gas and oil properties and were capitalized into the full cost pool. The following tables summarize stock option activity for the nine months ended September 30, 2009 and provide information for options outstanding as of September 30, 2009. Weighted Average Number Exercise of Options Price Outstanding at December 31, 2008 7,396,537 $7.44 Granted 93,875 36.01 Exercised (1,618,063) 2.58 Forfeited or expired (7,000) 31.21 Outstanding at September 30, 2009 5,865,349 $9.21 Exercisable at September 30, 2009 4,846,498 $4.92 For the nine months ended September 30, 2009 there were 93,875 options granted compared to 65,800 options granted during the first n

Pension Plan and Other Postreti

Pension Plan and Other Postretirement Benefits
	9 Months Ended Sep. 30, 2009 USD / shares
Pension Plan and Other Postretirement Benefits
Pension Plan and Other Postretirement Benefits	(13) PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS The Company has defined pension and postretirement benefit plans which cover substantially all of the Companys employees. Net periodic pension and other postretirement benefit costs include the following components for the three- and nine-month periods ended September 30, 2009 and 2008: Pension Benefits For the three months ended For the nine months ended September 30, September 30, 2009 2008 2009 2008 (in thousands) Service cost $1,287 $1,033 $3,861 $3,849 Interest cost 719 695 2,155 3,113 Expected return on plan assets (703) (692) (2,107) (3,201) Amortization of prior service cost 84 84 251 328 Amortization of net loss 212 40 635 389 Net periodic benefit cost 1,599 1,160 4,795 4,478 Curtailment and settlement cost(1) 4,630 4,630 Total benefit cost $1,599 $5,790 $4,795 $9,108 Postretirement Benefits For the three months ended For the nine month ended September 30, September 30, 2009 2008 2009 2008 (in thousands) Service cost $174 $126 $522 $456 Interest cost 33 31 101 186 Expected return on plan assets (48) Amortization of transition obligation 16 15 48 59 Amortization of prior service cost 4 2 11 8 Amortization of net loss 2 6 34 Net periodic benefit cost 229 174 688 695 Curtailment and settlement benefit(1) (216) (216) Total benefit cost (benefit) $229 $(42) $688 $479 (1) Related to the sale of AWG and the resulting transfer of certain pension and other postretirement assets and liabilities to the purchaser of AWG. Accordingly, the net curtailment and settlement cost was included as an offset to the gain recognized on the sale of AWG. The Company currently expects to contribute $9.0 million to the pension plans and less than $0.1 million to the postretirement benefit plans in 2009. As of September 30, 2009, $7.4 million has been contributed to the pension plans and less than $0.1 million has been contributed to the postretirement benefit plans. The Company maintains a non-qualified defined contribution 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 plan. Shares of the Companys common stock purchased under the terms of the Non-Qualified Plan are presented as treasury stock. As of September 30, 2009, treasury stock held by the Company under the terms of the Non-Qualified Plan totaled 203,472 shares compared to 225,050 shares at December 31, 2008.

Inventory

Inventory
	9 Months Ended Sep. 30, 2009 USD / shares
Inventory
Inventory	(14) INVENTORY The Company has one facility containing gas in underground storage. The current portion of the gas is classified in inventory and carried at the lower of cost or market. The non-current portion of the gas is classified in property and equipment and carried at cost. The carrying value of the non-current gas is evaluated for recoverability when either events or changes in circumstances indicate that it may not be recoverable. Withdrawals of current gas in underground storage are accounted for by utilizing a weighted average cost method whereby gas withdrawn from storage is relieved at the weighted average cost of current gas remaining in the facility. The Companys current portion of natural gas inventory at September 30, 2009 is $12.3 million compared to $24.1 million at December 31, 2008. The Company recorded a non-cash impairment charge of $4.3 million for the three months ended March 31, 2009 to reduce the current portion of the Companys natural gas inventory to the lower of cost or market as a result of low commodity prices at March 31, 2009. No impairment charges were recognized for the three months ended September 30, 2009. The non-cash charge for the three months ended March 31, 2009 is reflected as a reduction to other operating revenues in the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2009. Also included in current inventory at September 30, 2009 and December 31, 2008, are $18.0 million and $26.3 million, respectively, of tubulars and other equipment used in the Companys EP segment. Tubulars and other equipment used by the Companys segments are carried at the lower of cost or market and are accounted for by utilizing a moving weighted average cost method that is applied within specific classes of inventory items. Purchases of inventory are recorded at cost and inventory is relieved at the weighted average cost of items remaining within a specified inventory class. Other assets include $36.5 million at September 30, 2009, and $43.8 million at December 31, 2008, of inventory held by the Midstream Services segment consisting primarily of pipe that will be used to construct gathering systems for the Fayetteville Shale play.

New Accounting Pronouncements N

New Accounting Pronouncements Not Yet Adopted
	9 Months Ended Sep. 30, 2009 USD / shares
New Accounting Pronouncements Not Yet Adopted
New Accounting Pronouncements Not Yet Adopted	(15) NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED In December2008, the FASB issued certain provisions of FASB ASC 715-20, Defined Benefit Plans Overall, which require enhanced disclosures about the fair value measurements of employers plan assets in the Companys year ending 2009 consolidated financial statements. These required disclosures include: (a)investment policies and strategies; (b)major categories of plan assets; (c)information about valuation techniques and inputs to those techniques, including the fair value hierarchy classifications of the major categories of plan assets; (d)the effects of fair value measurements using significant unobservable inputs on changes in plan assets; and (e)significant concentrations of risk within plan assets. The disclosures are not expected to have a material impact on the Companys consolidated financial statements.

Condensed Consolidating Financi

Condensed Consolidating Financial Information
	9 Months Ended Sep. 30, 2009 USD / shares
Condensed Consolidating Financial Information
Condensed Consolidating Financial Information	(16)CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Company is providing unaudited condensed consolidating financial information for SEECO, SEPCO and SES, its subsidiaries that are guarantors of the Companys registered public debt, and for its other subsidiaries that are not guarantors of such debt. These wholly owned subsidiary guarantors have jointly and severally, fully and unconditionally guaranteed the Companys 7.625% Senior Notes and 7.21% Senior Notes. The subsidiary guarantees (i) rank equally in right of payment with all of the existing and future senior debt of the subsidiary guarantors; (ii) rank senior to all of the existing and future subordinated debt of the subsidiary guarantors; (iii) are effectively subordinated to any future secured obligations of the subsidiary guarantors to the extent of the value of the assets securing such obligations; and (iv) are structurally subordinated to all debt and other obligations of the subsidiaries of the guarantors. The Company has not presented separate financial and narrative information for each of the subsidiary guarantors because it believes that such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the guarantees. The following unaudited condensed consolidating financial information summarizes the results of operations, financial position and cash flows for the Companys guarantor and non-guarantor subsidiaries. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Unaudited) Parent Guarantors Non-Guarantors Eliminations Consolidated (in thousands) Three months ended September 30, 2009: Operating revenues $ $485,382 $49,191 $(31,624) $502,949 Operating costs and expenses: Gas purchases 113,197 (241) 112,956 Operating expenses 51,385 18,784 (31,271) 38,898 General and administrative expenses 28,740 3,314 (112) 31,942 Depreciation, depletion and amortization 108,502 5,331 113,833 Taxes, other than income taxes 7,457 825 8,282 Total operating costs and expenses 309,281 28,254 (31,624) 305,911 Operating income 176,101 20,937 197,038 Other income 540 14 554 Equity in earnings of subsidiaries 118,254 (118,254) Interest expense 3,070 2,207 5,277 Income (loss) before income taxes 118,254 173,571 18,744 (118,254) 192,315 Provision for income taxes 67,073 7,032 74,105 Net income (loss) 118,254 106,498 11,712 (118,254) 118,210 Less: Net (loss) attributable to noncontrolling interest (44) (44) Net income (loss) attributable to Southwestern Energy $118,254 $106,542 $11,712 $(118,254) $118,254 Parent Guarantors Non-Guarantors Eliminations Consolidated (in thousands) Three months ended September 30, 2008: Operating revenues $ $669,394 $34,930 $(21,3

Subsequent Events

Subsequent Events
	9 Months Ended Sep. 30, 2009 USD / shares
Subsequent Events
Subsequent Events	(17) SUBSEQUENT EVENTS The Company evaluates subsequent events through the date the financial statements are issued, which for the quarterly period ended September 30, 2009, is October 29, 2009. No additional subsequent events requiring disclosure were identified by the Company.