COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-08246 | |
Entity Registrant Name | Southwestern Energy Company | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000007332 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 71-0205415 | |
Entity Address, Address Line One | 10000 Energy Drive | |
Entity Address, City or Town | Spring | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77389 | |
City Area Code | 832 | |
Local Phone Number | 796-1000 | |
Title of 12(b) Security | Common Stock, Par Value $0.01 | |
Trading Symbol | SWN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,114,306,657 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Revenues: | ||||
Total operating revenues | $ 4,138 | $ 1,050 | $ 7,081 | $ 2,122 |
Operating Costs and Expenses: | ||||
Operating expenses | 402 | 259 | 783 | 509 |
General and administrative expenses | 35 | 34 | 79 | 72 |
Merger-related expenses | 2 | 3 | 27 | 4 |
Restructuring charges | 0 | 1 | 0 | 7 |
Depreciation, depletion and amortization | 288 | 100 | 563 | 196 |
Taxes, other than income taxes | 65 | 27 | 122 | 51 |
Total operating costs and expense | 2,007 | 757 | 3,651 | 1,528 |
Operating Income | 2,131 | 293 | 3,430 | 594 |
Interest Expense: | ||||
Interest on debt | 73 | 48 | 141 | 98 |
Other interest charges | 4 | 3 | 7 | 6 |
Interest capitalized | (29) | (21) | (59) | (43) |
Total interest expense | 48 | 30 | 89 | 61 |
Loss on Derivatives | (879) | (871) | (4,806) | (1,062) |
Loss on Early Extinguishment of Debt | (4) | 0 | (6) | 0 |
Other Loss, Net | (1) | (1) | (1) | 0 |
Income (Loss) Before Income Taxes | 1,199 | (609) | (1,472) | (529) |
Provision for Income Taxes: | ||||
Current | 26 | 0 | 30 | 0 |
Deferred | 0 | 0 | 0 | 0 |
Total provision (benefit) from income taxes | 26 | 0 | 30 | 0 |
Net Income (Loss) | $ 1,173 | $ (609) | $ (1,502) | $ (529) |
Earnings (Loss) Per Common Share: | ||||
Basic (in dollars per share) | $ 1.05 | $ (0.90) | $ (1.35) | $ (0.78) |
Diluted (in dollars per share) | $ 1.05 | $ (0.90) | $ (1.35) | $ (0.78) |
Weighted Average Common Shares Outstanding: | ||||
Basic (in shares) | 1,116,175,758 | 676,722,999 | 1,115,456,855 | 676,057,534 |
Diluted (in shares) | 1,118,244,778 | 676,722,999 | 1,115,456,855 | 676,057,534 |
Gas sales | ||||
Operating Revenues: | ||||
Total operating revenues | $ 2,485 | $ 433 | $ 4,177 | $ 897 |
Oil sales | ||||
Operating Revenues: | ||||
Total operating revenues | 138 | 106 | 249 | 187 |
NGL sales | ||||
Operating Revenues: | ||||
Total operating revenues | 310 | 179 | 582 | 352 |
Marketing | ||||
Operating Revenues: | ||||
Total operating revenues | 1,207 | 332 | 2,073 | 684 |
Other | ||||
Operating Revenues: | ||||
Total operating revenues | (2) | 0 | 0 | 2 |
Marketing purchases | ||||
Operating Costs and Expenses: | ||||
Marketing purchases | $ 1,215 | $ 333 | $ 2,077 | $ 689 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Statement of Comprehensive Income [Abstract] | |||||||
Net income (loss) | $ 1,173 | $ (2,675) | $ (609) | $ 80 | $ (1,502) | $ (529) | |
Change in value of pension and other postretirement liabilities: | |||||||
Settlement adjustment | [1] | 0 | 3 | 0 | 3 | ||
Comprehensive income (loss) | $ 1,173 | $ (2,675) | $ (606) | $ 80 | $ (1,502) | $ (526) | |
[1]Settlement adjustment was less than $1 million for the three and six months ended June 30, 2022. Settlement adjustment reflects $1 million in tax benefits for the three and six months ended June 30, 2021. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Settlement adjustment | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 50 | $ 28 |
Accounts receivable, net | 1,781 | 1,160 |
Derivative assets | 122 | 183 |
Other current assets | 51 | 42 |
Total current assets | 2,004 | 1,413 |
Natural gas and oil properties, using the full cost method, including $2,256 million as of June 30, 2022 and $2,231 million as of December 31, 2021 excluded from amortization | 34,772 | 33,631 |
Other | 512 | 509 |
Less: Accumulated depreciation, depletion and amortization | (24,770) | (24,202) |
Total property and equipment, net | 10,514 | 9,938 |
Operating lease assets | 190 | 187 |
Long-term derivative assets | 129 | 226 |
Deferred tax assets | 0 | 0 |
Other long-term assets | 95 | 84 |
Total long-term assets | 414 | 497 |
TOTAL ASSETS | 12,932 | 11,848 |
Current liabilities: | ||
Current portion of long-term debt | 5 | 206 |
Accounts payable | 1,801 | 1,282 |
Taxes payable | 97 | 93 |
Interest payable | 91 | 75 |
Derivative liabilities | 3,124 | 1,279 |
Current operating lease liabilities | 45 | 42 |
Other current liabilities | 131 | 75 |
Total current liabilities | 5,294 | 3,052 |
Long-term debt | 5,081 | 5,201 |
Long-term operating lease liabilities | 143 | 142 |
Long-term derivative liabilities | 1,139 | 632 |
Pension and other postretirement liabilities | 26 | 23 |
Other long-term liabilities | 206 | 251 |
Total long-term liabilities | 6,595 | 6,249 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Common stock, $0.01 par value; 2,500,000,000 shares authorized; issued 1,161,475,422 shares as of June 30, 2022 and 1,158,672,666 shares as of December 31, 2021 | 12 | 12 |
Additional paid-in capital | 7,168 | 7,150 |
Accumulated deficit | (5,890) | (4,388) |
Accumulated other comprehensive loss | (25) | (25) |
Common stock in treasury, 47,168,765 shares as of June 30, 2022 and 44,353,224 December 31, 2021 | (222) | (202) |
Total equity | 1,043 | 2,547 |
TOTAL LIABILITIES AND EQUITY | $ 12,932 | $ 11,848 |
Treasury stock, shares (in shares) | 47,168,765 | 44,353,224 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Natural gas and oil properties, using the full cost method, costs excluded from amortization | $ 2,256 | $ 2,231 |
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) | 1,161,475,422 | 1,158,672,666 |
Treasury stock, shares (in shares) | 47,168,765 | 44,353,224 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (1,502) | $ (529) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 563 | 196 |
Amortization of debt issuance costs | 6 | 4 |
Loss on derivatives, unsettled | 2,510 | 941 |
Stock-based compensation | 3 | 2 |
Loss on early extinguishment of debt | 6 | 0 |
Other | 2 | 1 |
Change in assets and liabilities, excluding impact from acquisitions: | ||
Accounts receivable | (621) | (40) |
Accounts payable | 433 | 75 |
Taxes payable | 4 | (12) |
Interest payable | 7 | 0 |
Inventories | (5) | 3 |
Other assets and liabilities | (7) | (24) |
Net cash provided by operating activities | 1,399 | 617 |
Cash Flows From Investing Activities: | ||
Capital investments | (1,050) | (493) |
Proceeds from sale of property and equipment | 1 | 2 |
Other | 0 | (1) |
Net cash used in investing activities | (1,049) | (492) |
Cash Flows From Financing Activities: | ||
Payments on current portion of long-term debt | (204) | 0 |
Payments on long-term debt | (71) | 0 |
Payments on revolving credit facility | (5,564) | (1,782) |
Borrowings under revolving credit facility | 5,510 | 1,650 |
Change in bank drafts outstanding | 29 | 0 |
Proceeds from exercise of common stock options | 7 | 0 |
Purchase of treasury stock | (20) | 0 |
Debt issuance/amendment costs | (11) | (1) |
Cash paid for tax withholding | (4) | (3) |
Net cash used in financing activities | (328) | (136) |
Increase (decrease) in cash and cash equivalents | 22 | (11) |
Cash and cash equivalents at beginning of year | 28 | 13 |
Cash and cash equivalents at end of period | $ 50 | $ 2 |
CONSOLIDATED STATEMENTS OF CHAN
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 | ||
Balance (in shares) at Dec. 31, 2020 | 718,795,700 | 44,353,224 | ||||||
Balance beginning at Dec. 31, 2020 | $ 497 | $ 7 | $ 5,093 | $ (4,363) | $ (38) | $ (202) | ||
Comprehensive income (loss): | ||||||||
Net income (loss) | 80 | 80 | ||||||
Comprehensive income (loss) | 80 | |||||||
Issuance of restricted stock (in shares) | 10,067 | |||||||
Cancellation of restricted stock (in shares) | (405) | |||||||
Restricted units vested (in shares) | 2,136,882 | |||||||
Restricted units vested | 8 | 8 | ||||||
Performance units vested (in shares) | 1,001,505 | |||||||
Performance units vested | 4 | 4 | ||||||
Tax withholding - stock compensation (in shares) | (748,627) | |||||||
Tax withholding – stock compensation | (3) | (3) | ||||||
Balance (in shares) at Mar. 31, 2021 | 721,195,122 | 44,353,224 | ||||||
Balance ending at Mar. 31, 2021 | 586 | $ 7 | 5,102 | (4,283) | (38) | $ (202) | ||
Balance (in shares) at Dec. 31, 2020 | 718,795,700 | 44,353,224 | ||||||
Balance beginning at Dec. 31, 2020 | 497 | $ 7 | 5,093 | (4,363) | (38) | $ (202) | ||
Comprehensive income (loss): | ||||||||
Net income (loss) | (529) | |||||||
Other comprehensive income | [1] | 3 | ||||||
Comprehensive income (loss) | (526) | |||||||
Balance (in shares) at Jun. 30, 2021 | 721,372,443 | 44,353,224 | ||||||
Balance ending at Jun. 30, 2021 | (18) | $ 7 | 5,104 | (4,892) | (35) | $ (202) | ||
Balance (in shares) at Dec. 31, 2020 | 718,795,700 | 44,353,224 | ||||||
Balance beginning at Dec. 31, 2020 | 497 | $ 7 | 5,093 | (4,363) | (38) | $ (202) | ||
Balance (in shares) at Dec. 31, 2021 | 1,158,672,666 | 44,353,224 | ||||||
Balance ending at Dec. 31, 2021 | 2,547 | $ 12 | 7,150 | (4,388) | (25) | $ (202) | ||
Balance (in shares) at Mar. 31, 2021 | 721,195,122 | 44,353,224 | ||||||
Balance beginning at Mar. 31, 2021 | 586 | $ 7 | 5,102 | (4,283) | (38) | $ (202) | ||
Comprehensive income (loss): | ||||||||
Net income (loss) | (609) | (609) | ||||||
Other comprehensive income | 3 | [1] | 3 | |||||
Comprehensive income (loss) | (606) | |||||||
Stock-based compensation | 2 | 2 | ||||||
Issuance of restricted stock (in shares) | 148,700 | |||||||
Restricted units vested (in shares) | 41,879 | |||||||
Restricted units vested | 0 | 0 | ||||||
Tax withholding - stock compensation (in shares) | (13,258) | |||||||
Tax withholding – stock compensation | 0 | 0 | ||||||
Balance (in shares) at Jun. 30, 2021 | 721,372,443 | 44,353,224 | ||||||
Balance ending at Jun. 30, 2021 | (18) | $ 7 | 5,104 | (4,892) | (35) | $ (202) | ||
Balance (in shares) at Dec. 31, 2021 | 1,158,672,666 | 44,353,224 | ||||||
Balance beginning at Dec. 31, 2021 | 2,547 | $ 12 | 7,150 | (4,388) | (25) | $ (202) | ||
Comprehensive income (loss): | ||||||||
Net income (loss) | (2,675) | (2,675) | ||||||
Comprehensive income (loss) | (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) | ||||||
Balance (in shares) at Mar. 31, 2022 | 1,160,451,456 | 44,353,224 | ||||||
Balance ending at Mar. 31, 2022 | (119) | $ 12 | 7,159 | (7,063) | (25) | $ (202) | ||
Balance (in shares) at Dec. 31, 2021 | 1,158,672,666 | 44,353,224 | ||||||
Balance beginning at Dec. 31, 2021 | 2,547 | $ 12 | 7,150 | (4,388) | (25) | $ (202) | ||
Comprehensive income (loss): | ||||||||
Net income (loss) | (1,502) | |||||||
Other comprehensive income | 0 | [1] | 0 | |||||
Comprehensive income (loss) | (1,502) | |||||||
Balance (in shares) at Jun. 30, 2022 | 1,161,475,422 | 47,168,765 | ||||||
Balance ending at Jun. 30, 2022 | 1,043 | $ 12 | 7,168 | (5,890) | (25) | $ (222) | ||
Balance (in shares) at Mar. 31, 2022 | 1,160,451,456 | 44,353,224 | ||||||
Balance beginning at Mar. 31, 2022 | (119) | $ 12 | 7,159 | (7,063) | (25) | $ (202) | ||
Comprehensive income (loss): | ||||||||
Net income (loss) | 1,173 | 1,173 | ||||||
Other comprehensive income | 0 | [1] | 0 | |||||
Comprehensive income (loss) | 1,173 | |||||||
Stock-based compensation | 2 | 2 | ||||||
Exercise of stock options (in shares) | 893,312 | |||||||
Exercise of stock options | 7 | 7 | ||||||
Issuance of restricted stock (in shares) | 115,608 | |||||||
Restricted units vested (in shares) | 21,981 | |||||||
Treasury stock (in shares) | 2,815,541 | |||||||
Treasury stock | $ (20) | $ (20) | ||||||
Issuance of stock awards (in shares) | 79 | |||||||
Tax withholding - stock compensation (in shares) | (7,014) | |||||||
Balance (in shares) at Jun. 30, 2022 | 1,161,475,422 | 47,168,765 | ||||||
Balance ending at Jun. 30, 2022 | $ 1,043 | $ 12 | $ 7,168 | $ (5,890) | $ (25) | $ (222) | ||
[1]Settlement adjustment was less than $1 million for the three and six months ended June 30, 2022. Settlement adjustment reflects $1 million in tax benefits for the three and six months ended June 30, 2021. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
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, principally serving 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. The comparability of certain 2022 amounts to prior periods could be impacted as a result of the Indigo Merger (as defined below) completed on September 1, 2021, and the GEPH Merger (as defined below) completed on December 31, 2021. The Company believes the disclosures made are adequate to make the information presented not misleading. 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, 2021 (“2021 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, are summarized in Note 1 in the Notes to the Consolidated Financial Statements included in the Company’s 2021 Annual Report. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS In September 2021, Southwestern completed the Indigo Merger, as defined and described below, to establish operations into the Haynesville and Bossier Shales. In December 2021, Southwestern completed the GEPH Merger, as defined and described below, to extend those operations in the Haynesville and Bossier Shales. For the three months ended June 30, 2022, revenues and operating income associated with the operations acquired through the Indigo and GEPH Mergers totaled $1,153 million and $867 million, respectively. For the six months ended June 30, 2022, revenues and operating income associated with the operations acquired through the Indigo and GEPH Mergers totaled $1,906 million and $1,349 million, respectively. 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. Under the terms and conditions of the GEPH Merger Agreement, the outstanding equity interests in GEPH were cancelled and converted into the right to receive $1,269 million in cash consideration ($1,259 million including post-close adjustments) and 99,337,748 shares of Southwestern common stock. These shares of Southwestern common stock had an aggregate dollar value equal to approximately $463 million, based on the closing price of $4.66 per share of Southwestern common stock on the NYSE on December 31, 2021. In addition, the Company assumed GEPH’s revolving line of credit balance of $81 million as of December 31, 2021. This balance was subsequently repaid, and the GEPH revolving line of credit was retired on December 31, 2021. See Note 11 for additional information. The GEPH Merger constituted a business combination, and was accounted for using the acquisition method of accounting. For tax purposes, the GEPH Merger was treated as a sale of partnership interests and an acquisition of assets. The following table presents the fair value of consideration transferred to GEPH equity holders as a result of the GEPH Merger: (in millions, except share, per share amounts) As of December 31, 2021 Shares of Southwestern common stock issued 99,337,748 NYSE closing price per share of Southwestern common shares on December 31, 2021 $ 4.66 $ 463 Cash consideration (1) 1,259 Total consideration $ 1,722 (1) Reflects $10 million of customary post-close cash consideration adjustments. The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. Certain data necessary to complete the purchase price allocation is still under evaluation, including, but not limited to, the final actualization of accrued liabilities and receivable balances as well as the valuation of natural gas and oil properties. The Company will finalize the purchase price allocation during the twelve-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate. (in millions) As of December 31, 2021 Consideration: Total consideration $ 1,722 Fair Value of Assets Acquired: Cash and cash equivalents 11 Accounts receivable 171 Other current assets (2) 1 Commodity derivative assets 56 Evaluated oil and gas properties 1,783 Unevaluated oil and gas properties (1) 61 Other property, plant and equipment 2 Other long-term assets 3 Total assets acquired 2,088 Fair Value of Liabilities Assumed: Accounts payable (2) 175 Other current liabilities 1 Derivative liabilities 75 Revolving credit facility 81 Asset retirement obligations 24 Other noncurrent liabilities (2) 10 Total liabilities assumed 366 Net Assets Acquired and Liabilities Assumed $ 1,722 (1) Reflects $2 million purchase price adjustment during the six months ended June 30, 2022. (2) Reflects purchase price adjustments consisting of a $2 million decrease to other current assets, a $5 million increase to accounts payable and a $5 million increase to other noncurrent liabilities during the six months ended June 30, 2022. The assets acquired and liabilities assumed were recorded at their preliminary estimated fair values at the date of the GEPH Merger. Acquired working capital amounts are expected to approximate fair value due to their short-term nature. The valuation of certain assets, including property, are based on preliminary appraisals. The fair value of acquired equipment is based on both available market data and a cost approach. With the completion of the GEPH Merger, Southwestern acquired proved and unproved properties of approximately $1,783 million and $61 million (including post-closing adjustments), respectively, primarily associated with the Haynesville and Bossier formations. The remaining $2 million in Other property, plant and equipment consists of land, facilities and various equipment. The income approach was utilized for unevaluated and evaluated oil and gas properties based on underlying reserve projections at the GEPH Merger date. Income approaches are considered Level 3 fair value estimates and include significant assumptions of future production, commodity prices, and operating and capital cost estimates, discounted using weighted average cost of capital for industry peers, and risk adjustment factors based on reserve category. Price assumptions were based on observable market pricing adjusted for historical differentials. Cost estimates were based on current observable costs inflated based on historical and expected future inflation. Taxes were based on current statutory rates. The Company considered the borrowings under the revolving credit facility to approximate fair value as the balance on the GEPH revolving credit facility was immediately paid off after the GEPH Merger close. The value of derivative instruments was based on observable inputs, primarily forward commodity-price curves, and is considered Level 2. 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. The outstanding equity interests in Indigo were cancelled and converted into the right to receive (i) $373 million in cash consideration, subject to adjustment as provided in the Indigo Merger Agreement, and (ii) 337,827,171 shares of Southwestern common stock. These shares of Southwestern common stock had an aggregate dollar value equal to approximately $1,588 million, based on the closing price of $4.70 per share of Southwestern common stock on the NYSE on September 1, 2021. Additionally, Southwestern assumed $700 million in aggregate principal amount of Indigo’s 5.375% Senior Notes due 2029 (the “Indigo Notes”) with a fair value of $726 million as of September 1, 2021, which were subsequently exchanged for $700 million of newly issued 5.375% Senior Notes due 2029. In addition, the Company assumed Indigo’s revolving line of credit balance of $95 million as of September 1, 2021. This balance was subsequently repaid in September 2021, and the Indigo revolving line of credit was retired in September 2021. See Note 7 and Note 11 for additional information. The Indigo Merger constituted a business combination, and was accounted for using the acquisition method of accounting. For tax purposes, the Indigo Merger was treated as a sale of partnership interests and an acquisition of assets. The following table presents the fair value of consideration transferred to Indigo equity holders as a result of the Indigo Merger: (in millions, except share, per share amounts) As of September 1, 2021 Shares of Southwestern common stock issued 337,827,171 NYSE closing price per share of Southwestern common shares on September 1, 2021 $ 4.70 $ 1,588 Cash consideration 373 Total consideration $ 1,961 The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. Certain data necessary to complete the purchase price allocation is still under evaluation, including, but not limited to, the valuation of natural gas and oil properties and the resolution of certain matters that the Company is indemnified for under the Indigo Merger Agreement. The Company will finalize the purchase price allocation during the twelve-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate. (in millions) As of September 1, 2021 Consideration: Total consideration $ 1,961 Fair Value of Assets Acquired: Cash and cash equivalents 55 Accounts receivable 192 Other current assets 2 Commodity derivative assets 2 Evaluated oil and gas properties 2,724 Unevaluated oil and gas properties (1) 697 Other property, plant and equipment 4 Other long-term assets 27 Total assets acquired 3,703 Fair Value of Liabilities Assumed: Accounts payable (1) 287 Other current liabilities 55 Derivative liabilities 501 Revolving credit facility 95 Senior unsecured notes 726 Asset retirement obligations 8 Other noncurrent liabilities 70 Total liabilities assumed 1,742 Net Assets Acquired and Liabilities Assumed $ 1,961 (1) Reflects $13 million purchase price adjustment during the six months ended June 30, 2022. The assets acquired and liabilities assumed were recorded at their preliminary estimated fair values at the date of the Indigo Merger. Acquired working capital amounts are expected to approximate fair value due to their short-term nature. The valuation of certain assets, including property, are based on preliminary appraisals. The fair value of acquired equipment is based on both available market data and a cost approach. With the completion of the Indigo Merger, Southwestern acquired proved and unproved properties of approximately $2,724 million and $697 million (including post-closing adjustments), respectively, primarily associated with the Haynesville and Bossier formations. The remaining $4 million in Other property, plant and equipment consists of land, water facilities and various equipment. The income approach was utilized for unevaluated and evaluated oil and gas properties based on underlying reserve projections at the Indigo Merger date. Income approaches are considered Level 3 fair value estimates and include significant assumptions of future production, commodity prices, and operating and capital cost estimates, discounted using weighted average cost of capital for industry peers, and risk adjustment factors based on reserve category. Price assumptions were based on observable market pricing adjusted for historical differentials. Cost estimates were based on current observable costs inflated based on historical and expected future inflation. Taxes were based on current statutory rates. The measurement of senior unsecured notes was based on unadjusted quoted prices in an active market and are Level 1. The Company considered the borrowings under the credit facility to approximate fair value as the outstanding Indigo revolving credit facility was immediately paid off after the Indigo Merger close. The value of derivative instruments was based on observable inputs, primarily forward commodity-price and interest-rate curves and is considered Level 2. Prior to the Indigo Merger, in May 2021, Indigo closed on an agreement to divest its Cotton Valley natural gas and oil properties. Indigo retained certain contractual commitments related to volume commitments associated with natural gas gathering, for which Southwestern has assumed the obligation to pay the gathering provider for any unused portion of the volume commitment under the agreement through 2027, depending on the buyer’s actual use. As of June 30, 2022, up to approximately $33 million of these contractual commitments remain, and the Company has recorded a $17 million liability for the estimated future payments. Excluding the Cotton Valley gathering agreement (discussed above), the Company has recorded additional liabilities totaling $33 million as of June 30, 2022, primarily related to purchase or volume commitments associated with gathering and fresh water. These amounts will be recognized as payments are made over the next 12 months. Merger-Related Expenses The following table summarizes the merger-related expenses incurred: For the three months ended June 30, 2022 2021 (in millions) Indigo Merger GEPH Merger Total Montage Merger Indigo Merger Total Professional fees (bank, legal, consulting) $ — $ — $ — $ 1 $ 2 $ 3 Contract buyouts, terminations and transfers 1 — 1 — — — Due diligence and environmental — 1 1 — — — Total merger-related expenses $ 1 $ 1 $ 2 $ 1 $ 2 $ 3 For the six months ended June 30, 2022 2021 (in millions) Indigo Merger GEPH Merger Total Montage Merger Indigo Merger Total Transition services $ — $ 18 $ 18 $ — $ — $ — Professional fees (bank, legal, consulting) — 1 1 1 2 $ 3 Contract buyouts, terminations and transfers 1 2 3 — — $ — Due diligence and environmental 1 1 2 — — $ — Employee-related — 1 1 1 — $ 1 Other — 2 2 — — $ — Total merger-related expenses $ 2 $ 25 $ 27 $ 2 $ 2 $ 4 Pro Forma Information The following table summarizes the unaudited pro forma condensed financial information for the three and six months ended June 30, 2021 as if the Indigo Merger and the GEPH Merger each had occurred on January 1, 2020: (in millions) For the three months ended For the six months ended Revenues $ 1,476 $ 2,947 Net loss attributable to common stock $ (875) $ (845) Net loss attributable to common stock per share - basic $ (0.79) $ (0.76) Net loss attributable to common stock per share - diluted $ (0.79) $ (0.76) The unaudited pro forma information is not necessarily indicative of the operating results that would have occurred had the Indigo Merger and the GEPH Merger each been completed at January 1, 2020, nor is it necessarily indicative of future operating results of the combined entities. The unaudited pro forma information gives effect to the Indigo Merger and the GEPH Merger and any related equity and debt issuances, along with the use of proceeds therefrom, as if they had occurred on January 1, 2020 and is a result of combining the statements of operations of Southwestern with the pre-merger results of Indigo and GEPH, including adjustments for revenues and direct expenses. The pro forma results exclude any cost savings anticipated as a result of the Indigo Merger and the GEPH Merger, and include adjustments to DD&A (depreciation, depletion and amortization) based on the purchase price allocated to property, plant, and equipment and the estimated useful lives as well as adjustments to interest expense. Interest expense was adjusted to reflect any retirement of assumed senior notes, credit facilities, all related accrued interest and the associated decrease in amortization of issuance costs related to notes retired and revolving lines of credit. Interest expense was also adjusted to include the impact of the assumption and exchange of Indigo’s $700 million of 5.375% Senior Notes due 2029 for equivalent Southwestern senior notes and to reflect the retirement of the Indigo and GEPH credit facilities, all related accrued interest and the associated decreases in amortization of issuance costs related to the respective revolving lines of credit. Management believes the estimates and assumptions are reasonable, and the relative effects of the Indigo Merger and the GEPH Merger are properly reflected. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES The following table presents a summary of the restructuring charges included in Operating Income for the three and six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Severance (including payroll taxes) (1) $ — $ 1 $ — $ 7 (1) All restructuring charges were recorded on the Company’s E&P segment for all periods presented. On February 24, 2021, the Company notified employees of a workforce reduction plan as part of an ongoing strategic effort to reposition its portfolio, optimize operational performance and improve margins. Affected employees were offered a severance package, which included a one-time payment depending on length of service and, if applicable, the current value of unvested long-term incentive awards that were forfeited. These costs were recognized as restructuring charges for the three and six months ended June 30, 2021. The Company had no material restructuring activities during the three and six months ended June 30, 2022, and no material liabilities associated with restructuring at June 30, 2022 and December 31, 2021. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2022 | |
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 Total Three months ended June 30, 2022 Gas sales $ 2,485 $ — $ — $ 2,485 Oil sales 136 — 2 138 NGL sales 310 — — 310 Marketing — 4,023 (2,816) 1,207 Other (1) (2) — — (2) Total $ 2,929 $ 4,023 $ (2,814) $ 4,138 (in millions) Three months ended June 30, 2021 Gas sales $ 421 $ — $ 12 $ 433 Oil sales 105 — 1 106 NGL sales 178 — 1 179 Marketing — 983 (651) 332 Total $ 704 $ 983 $ (637) $ 1,050 (in millions) E&P Marketing Intersegment Total Six months ended June 30, 2022 Gas sales $ 4,175 $ — $ 2 $ 4,177 Oil sales 246 — 3 249 NGL sales 582 — — 582 Marketing — 6,778 (4,705) 2,073 Total $ 5,003 $ 6,778 $ (4,700) $ 7,081 (in millions) Six months ended June 30, 2021 Gas sales $ 872 $ — $ 25 $ 897 Oil sales 185 — 2 187 NGL sales 351 — 1 352 Marketing — 1,979 (1,295) 684 Other (2) 1 1 — 2 Total $ 1,409 $ 1,980 $ (1,267) $ 2,122 (1) For the three and six months ended June 30, 2022, other E&P revenues consists primarily of losses on purchaser imbalances associated with natural gas and certain NGLs. (2) For the three and six ended June 30, 2021, other E&P revenues consists primarily of gains on purchaser imbalances associated with certain NGLs and other Marketing revenues consists primarily of sales of gas from storage. Associated E&P revenues are also disaggregated for analysis on a geographic basis by the core areas in which the Company operates, which are primarily Appalachia and Haynesville. For the three months For the six months (in millions) 2022 2021 2022 2021 Appalachia $ 1,776 $ 704 $ 3,097 $ 1,408 Haynesville 1,153 — 1,906 — Other — — — 1 Total $ 2,929 $ 704 $ 5,003 $ 1,409 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) June 30, 2022 December 31, 2021 Receivables from contracts with customers $ 1,692 $ 1,085 Other accounts receivable 89 75 Total accounts receivable $ 1,781 $ 1,160 Amounts recognized against the Company’s allowance for doubtful accounts related to receivables arising from contracts with customers were less than $1 million for both the six months ended June 30, 2022 and year ended December 31, 2021. The Company has no contract assets or contract liabilities associated with its revenues from contracts with customers. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021: (in millions) June 30, 2022 December 31, 2021 Cash $ 50 $ 28 Marketable securities (1) — — Total $ 50 $ 28 (1) Typically consists of government stable value money market funds. |
NATURAL GAS AND OIL PROPERTIES
NATURAL GAS AND OIL PROPERTIES | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022. Prices used to calculate the ceiling value of reserves were as follows: June 30, 2022 June 30, 2021 Natural gas (per MMBtu) $ 5.13 $ 2.43 Oil (per Bbl) $ 85.78 $ 49.78 NGLs (per Bbl) $ 36.96 $ 17.06 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 June 30, 2022. 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE In June 2022, the Company repurchased approximately 2.8 million shares of its outstanding common stock per a share repurchase program at an average price of $7.10 per share for a total cost of approximately $20 million. On December 31, 2021, the Company issued 99,337,748 shares of its common stock in conjunction with the GEPH Merger. These shares of Southwestern common stock had an aggregate dollar value equal to approximately $463 million, based on the closing price of $4.66 per share of Southwestern common stock on the NYSE on December 31, 2021. See Note 2 for additional details on the GEPH Merger. In September 2021, the Company issued 337,827,171 shares of its common stock in conjunction with the Indigo Merger. These shares of Southwestern common stock had an aggregate dollar value equal to approximately $1,588 million, based on the closing price of $4.70 per share of Southwestern common stock on the NYSE on September 1, 2021. See Note 2 for additional details on the Indigo Merger. The following table presents the computation of earnings per share for the three and six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions, except share/per share amounts) 2022 2021 2022 2021 Net income (loss) $ 1,173 $ (609) $ (1,502) $ (529) Number of common shares: Weighted average outstanding 1,116,175,758 676,722,999 1,115,456,855 676,057,534 Issued upon assumed exercise of outstanding stock options — — — — Effect of issuance of non-vested restricted common stock 755,235 — — — Effect of issuance of non-vested restricted units 1,226,632 — — — Effect of issuance of non-vested performance units 87,153 — — — Weighted average and potential dilutive outstanding 1,118,244,778 676,722,999 1,115,456,855 676,057,534 Earnings (loss) per common share Basic $ 1.05 $ (0.90) $ (1.35) $ (0.78) Diluted $ 1.05 $ (0.90) $ (1.35) $ (0.78) The following table presents the common stock shares equivalent excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2022 and 2021, as they would have had an antidilutive effect: For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Unexercised stock options 2,502,614 3,733,971 2,724,319 3,764,362 Unvested restricted common stock 40,971 721,633 783,729 805,791 Restricted units 786,061 2,917,427 2,127,795 4,059,473 Performance units — 2,832,043 1,223,158 2,934,615 Total 3,329,646 10,205,074 6,859,001 11,564,241 |
DERIVATIVES AND RISK MANAGEMENT
DERIVATIVES AND RISK MANAGEMENT | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, the Company’s derivative financial instruments consisted of fixed price swaps, two-way costless collars, three-way costless collars, basis swaps, call options, swaptions 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. Swaptions Instruments that refer to an option to enter into a fixed price swap. In exchange for an option premium, the purchaser gains the right but not the obligation to enter a specified swap agreement with the issuer for specified future dates. If the Company sells a swaption, the counterparty has the right to enter into a fixed price swap wherein the Company receives a fixed price for the contract and pays a floating market price to the counterparty. If the Company purchases a swaption, the Company has the right to enter into a fixed price swap wherein the Company receives a floating market price for the contract and pays a fixed price to the counterparty. 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 June 30, 2022: Financial Protection on Production Weighted Average Price per MMBtu Volume (Bcf) Swaps Sold Puts Purchased Puts Sold Calls Basis Differential Fair Value at June 30, 2022 (in millions) Natural Gas 2022 Fixed price swaps 417 $ 3.04 $ — $ — $ — $ — $ (1,090) Two-way costless collars 47 — — 2.52 2.91 — (132) Three-way costless collars 184 — 2.03 2.48 2.88 — (512) Total 648 $ (1,734) 2023 Fixed price swaps 504 $ 3.08 $ — $ — $ — $ — $ (788) Two-way costless collars 219 — — 3.03 3.55 — (269) Three-way costless collars 215 — 2.09 2.54 3.00 — (393) Total 938 $ (1,450) 2024 Fixed price swaps 224 $ 2.96 $ — $ — $ — $ — $ (304) Two-way costless collars 44 — — 3.07 3.53 — (42) Three-way costless collars 11 — 2.25 2.80 3.54 — (16) Total 279 $ (362) Basis Swaps 2022 182 $ — $ — $ — $ — $ (0.53) $ 50 2023 281 — — — — (0.50) 6 2024 46 — — — — (0.71) 16 2025 9 — — — — (0.64) 4 Total 518 $ 76 Volume (MBbls) Weighted Average Strike Price per Bbl Fair Value at June 30, 2022 (in millions) Swaps Sold Puts Purchased Puts Sold Calls Oil 2022 Fixed price swaps 1,622 $ 53.11 $ — $ — $ — $ (73) Three-way costless collars 691 — 39.80 50.13 56.99 (29) Total 2,313 $ (102) 2023 Fixed price swaps 915 $ 58.11 $ — $ — $ — $ (25) Three-way costless collars 1,268 — 33.97 45.51 56.12 (40) Total 2,183 $ (65) 2024 Fixed price swaps 749 $ 70.63 $ — $ — $ — $ (5) 2025 Fixed price swaps 41 $ 77.66 $ — $ — $ — $ — Ethane 2022 Fixed price swaps 2,782 $ 11.35 $ — $ — $ — $ (29) 2023 Fixed price swaps 1,308 $ 11.91 $ — $ — $ — $ (6) Propane 2022 Fixed price swaps 3,073 $ 31.22 $ — $ — $ — $ (62) Three-way costless collars 154 — 16.80 21.00 31.92 (3) Total 3,227 $ (65) 2023 Fixed price swaps 1,286 $ 38.04 $ — $ — $ — $ (8) 2024 Fixed price swaps 73 $ 42.32 $ — $ — $ — $ — Normal Butane 2022 Fixed price swaps 929 $ 36.22 $ — $ — $ — $ (23) 2023 Fixed price swaps 347 $ 41.24 $ — $ — $ — $ (3) Natural Gasoline 2022 Fixed price swaps 1,001 $ 55.78 $ — $ — $ — $ (28) 2023 Fixed price swaps 359 $ 66.00 $ — $ — $ — $ (5) Other Derivative Contracts Volume (Bcf) Weighted Average Strike Price per MMBtu Fair Value at June 30, 2022 (in millions) Call Options – Natural Gas (Net) 2022 42 $ 3.01 $ (112) 2023 46 2.94 (85) 2024 9 3.00 (18) Total 97 $ (215) At June 30, 2022, the net fair value of the Company’s financial instruments was a $4,012 million liability, which included net reduction of the liability of $12 million related to non-performance risk. See Note 10 for additional details regarding the Company’s fair value measurements of its derivatives position. As of June 30, 2022, 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 June 30, 2022 and December 31, 2021: Derivative Assets Fair Value (in millions) Balance Sheet Classification June 30, 2022 December 31, 2021 Derivatives not designated as hedging instruments: Fixed price swaps – natural gas Derivative assets $ — $ 79 Fixed price swaps – ethane Derivative assets — 2 Fixed price swaps – propane Derivative assets — 2 Fixed price swaps – normal butane Derivative assets — 1 Two-way costless collars – natural gas Derivative assets 20 9 Three-way costless collars – natural gas Derivative assets 11 12 Three-way costless collars – oil Derivative assets — 1 Basis swaps – natural gas Derivative assets 91 77 Fixed price swaps – natural gas Other long-term assets — 64 Two-way costless collars – natural gas Other long-term assets 31 100 Three-way costless collars – natural gas Other long-term assets 10 37 Three-way costless collars – oil Other long-term assets 1 3 Basis swaps – natural gas Other long-term assets 88 22 Interest rate swaps Other long-term assets — 2 Total derivative assets $ 252 $ 411 Derivative Liabilities Fair Value (in millions) Balance Sheet Classification June 30, 2022 December 31, 2021 Derivatives not designated as hedging instruments: Fixed price swaps – natural gas storage Derivative liabilities $ — $ 1 Fixed price swaps – natural gas Derivative liabilities 1,532 565 Fixed price swaps – oil Derivative liabilities 86 60 Fixed price swaps – ethane Derivative liabilities 33 10 Fixed price swaps – propane Derivative liabilities 67 78 Fixed price swaps – normal butane Derivative liabilities 25 27 Fixed price swaps – natural gasoline Derivative liabilities 31 33 Two-way costless collars – natural gas Derivative liabilities 291 104 Two-way costless collars – ethane Derivative liabilities — 1 Three-way costless collars – natural gas Derivative liabilities 760 298 Three-way costless collars – oil Derivative liabilities 52 24 Three-way costless collars – propane Derivative liabilities 3 4 Basis swaps – natural gas Derivative liabilities 95 9 Call options – natural gas Derivative liabilities 154 67 Fixed price swaps – natural gas Long-term derivative liabilities 650 246 Fixed price swaps – oil Long-term derivative liabilities 17 9 Fixed price swaps – ethane Long-term derivative liabilities 2 — Fixed price swaps – propane Long-term derivative liabilities 3 1 Fixed price swaps – normal butane Long-term derivative liabilities 1 — Fixed price swaps – natural gasoline Long-term derivative liabilities 2 1 Two-way costless collars – natural gas Long-term derivative liabilities 203 115 Three-way costless collars – natural gas Long-term derivative liabilities 182 178 Three-way costless collars – oil Long-term derivative liabilities 18 21 Basis swap – natural gas Long-term derivative liabilities 8 22 Call options – natural gas Long-term derivative liabilities 61 42 Total derivative liabilities $ 4,276 $ 1,916 Net Derivative Position June 30, 2022 December 31, 2021 (in millions) Net current derivative liabilities $ (3,007) $ (1,098) Net long-term derivative liabilities (1,017) (407) Non-performance risk adjustment 12 3 Net total derivative liabilities $ (4,012) $ (1,502) The following tables summarize the before-tax effect of the Company’s derivative instruments on the consolidated statements of operations for the three and six months ended June 30, 2022 and 2021: Unsettled Gain (Loss) on Derivatives Recognized in Earnings Consolidated Statement of Operations Classification of Gain (Loss) on Derivatives, Unsettled For the three months ended June 30, For the six months ended June 30, Derivative Instrument 2022 2021 2022 2021 (in millions) Purchased fixed price swaps – natural gas Gain (Loss) on Derivatives $ — $ 2 $ — $ 2 Fixed price swaps – natural gas Gain (Loss) on Derivatives 339 (221) (1,514) (243) Fixed price swaps – oil Gain (Loss) on Derivatives 19 (41) (34) (81) Fixed price swaps – ethane Gain (Loss) on Derivatives (6) (11) (27) (13) Fixed price swaps – propane Gain (Loss) on Derivatives 56 (43) 7 (88) Fixed price swaps – normal butane Gain (Loss) on Derivatives 20 (19) — (34) Fixed price swaps – natural gasoline Gain (Loss) on Derivatives 29 (11) 1 (31) Two-way costless collars – natural gas Gain (Loss) on Derivatives 9 (148) (333) (160) Two-way costless collars – oil Gain (Loss) on Derivatives — — — (1) Two-way costless collars – ethane Gain (Loss) on Derivatives — (1) 1 (1) Three-way costless collars – natural gas Gain (Loss) on Derivatives 230 (249) (494) (249) Three-way costless collars – oil Gain (Loss) on Derivatives 5 (29) (28) (47) Three-way costless collars – propane Gain (Loss) on Derivatives 3 (1) 1 (2) Basis swaps – natural gas Gain (Loss) on Derivatives (28) 44 8 47 Call options – natural gas Gain (Loss) on Derivatives 43 (40) (106) (37) Call options – oil Gain (Loss) on Derivatives — — — (1) Put options – natural gas Gain (Loss) on Derivatives — 1 — 1 Swaptions – natural gas Gain (Loss) on Derivatives — (4) — (3) Purchased fixed price swap – natural gas storage Gain (Loss) on Derivatives (1) 1 — 1 Fixed price swap – natural gas storage Gain (Loss) on Derivatives — (2) 1 (2) Interest rate swaps Gain (Loss) on Derivatives — — (2) 1 Total gain (loss) on unsettled derivatives $ 718 $ (772) $ (2,519) $ (941) 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 June 30, For the six months ended June 30, Derivative Instrument 2022 2021 2022 2021 (in millions) Purchased fixed price swaps - natural gas Gain (Loss) on Derivatives $ 1 $ 1 $ 1 1 Fixed price swaps – natural gas Gain (Loss) on Derivatives (870) (6) (1,167) (1) Fixed price swaps – oil Gain (Loss) on Derivatives (41) (28) (74) (45) Fixed price swaps – ethane Gain (Loss) on Derivatives (19) (6) (27) (10) Fixed price swaps – propane Gain (Loss) on Derivatives (34) (30) (75) (60) Fixed price swaps – normal butane Gain (Loss) on Derivatives (12) (9) (26) (16) Fixed price swaps – natural gasoline Gain (Loss) on Derivatives (17) (13) (36) (22) Two-way costless collars – natural gas Gain (Loss) on Derivatives (130) (2) (234) — Two-way costless collars – oil Gain (Loss) on Derivatives — (1) — (2) Two-way costless collars – ethane Gain (Loss) on Derivatives — — (1) — Three-way costless collars – natural gas Gain (Loss) on Derivatives (396) (8) (517) (7) Three-way costless collars – oil Gain (Loss) on Derivatives (18) (5) (31) (6) Three-way costless collars – propane Gain (Loss) on Derivatives (1) — (3) — Basis swaps – natural gas Gain (Loss) on Derivatives 23 8 24 49 Index swaps – natural gas Gain (Loss) on Derivatives — — (1) — Call options – natural gas Gain (Loss) on Derivatives (87) — (126) — Put options – natural gas Gain (Loss) on Derivatives — — — (2) (2) Fixed price swaps – natural gas storage Gain (Loss) on Derivatives — — (3) — Total loss on settled derivatives $ (1,601) $ (99) $ (2,296) $ (121) Total loss on derivatives $ (879) (1) $ (871) $ (4,806) (1) $ (1,062) (1) The Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that settled within the period. (2) Includes $2 million in amortization of premiums paid related to certain natural gas put options for the six months ended June 30, 2021, which is included in gain (loss) on derivatives on the consolidated statements of operations. Total Gain (Loss) on Derivatives Recognized in Earnings For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 (in millions) Total gain (loss) on unsettled derivatives $ 718 $ (772) $ (2,519) $ (941) Total loss on settled derivatives (1,601) (99) (2,296) (121) Non-performance risk adjustment 4 — 9 — Total loss on derivatives $ (879) $ (871) $ (4,806) $ (1,062) |
RECLASSIFICATIONS FROM ACCUMULA
RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 6 Months Ended |
Jun. 30, 2022 | |
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 and the related tax effects for the six months ended June 30, 2022: (in millions) Pension and Other Postretirement Foreign Currency Total Beginning balance December 31, 2021 $ (11) $ (14) $ (25) Other comprehensive income before reclassifications — — — Amounts reclassified from other comprehensive income (1) — — — Net current-period other comprehensive income — — — Ending balance June 30, 2022 $ (11) $ (14) $ (25) (1) For the six months ended June 30, 2022, the amounts reclassified from accumulated other comprehensive income was less than $1 million. See Note 14 for additional details regarding the Company’s pension and other postretirement benefit plans. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value on a recurring basis The carrying amounts and estimated fair values of the Company’s financial instruments as of June 30, 2022 and December 31, 2021 were as follows: June 30, 2022 December 31, 2021 (in millions) Carrying Fair Carrying Fair Cash and cash equivalents $ 50 $ 50 $ 28 $ 28 2022 revolving credit facility due April 2027 (1) 406 406 460 460 Term Loan B due 2027 547 547 550 550 Senior notes (2) 4,164 3,883 4,430 4,745 Derivative instruments, net (4,012) (4,012) (1,502) (1,502) (1) The Company’s 2018 credit facility was amended and restated during April 2022. (2) 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 values of the borrowings under both the Company’s 2022 credit facility (to the extent utilized) and Term Loan approximates fair value because the interest rates are variable and reflective of market rates. The Company considers the fair values of its 2022 credit facility and Term Loan 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. As of June 30, 2022 and December 31, 2021, the impact of non-performance risk on the fair value of the Company’s net derivative liability position was a reduction of the net liability of $12 million and $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 June 30, 2022 and December 31, 2021 are based on (i) the contracted notional amounts, (ii) active market-quoted London Interbank Offered Rate (“LIBOR”) yield curves and (iii) the applicable credit-adjusted risk-free rate yield curve. 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. Swaptions are valued using a variant of the Black-Scholes model referred to as the Black Swaption model, which uses its own separate volatility inputs. 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: June 30, 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 Two-way costless collars $ — $ 51 $ — $ 51 Three-way costless collars — 22 — 22 Basis swaps — 179 — 179 Liabilities Fixed price swaps — (2,449) — (2,449) Two-way costless collars — (494) — (494) Three-way costless collars — (1,015) — (1,015) Basis swaps — (103) — (103) Call options — (215) — (215) Total (1) $ — $ (4,024) $ — $ (4,024) (1) Excludes a net reduction to the liability fair value of $12 million related to estimated non-performance risk. December 31, 2021 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 $ — $ 148 $ — $ 148 Two-way costless collars — 109 — 109 Three-way costless collars — 53 — 53 Basis swaps — 99 — 99 Interest rate swaps — 2 — 2 Liabilities Fixed price swaps — (1,031) — (1,031) Two-way costless collars — (220) — (220) Three-way costless collars — (525) — (525) Basis swaps — (31) — (31) Call options — (109) — (109) Total (1) $ — $ (1,505) $ — $ (1,505) (1) Excludes a net reduction to the liability fair value of $3 million related to estimated non-performance risk. See Note 14 for a discussion of the fair value measurement of the Company’s pension plan assets. Assets and liabilities measured at fair value on a non-recurring basis The Company completed the Indigo Merger and the GEPH Merger on September 1, 2021 and December 31, 2021, respectively. See Note 2 for a discussion of the fair value measurement of assets acquired and liabilities assumed. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The components of debt as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 (in millions) Debt Instrument Unamortized Issuance Expense Unamortized Debt Premium/Discount Total Current portion of long-term debt: Variable rate (4.70% at June 30, 2022) Term Loan B due June 2027 $ 5 (1) $ — $ — $ 5 Total current portion of long-term debt $ 5 $ — $ — $ 5 Long-term debt: Variable rate (3.60% at June 30, 2022) 2022 revolving credit facility due April 2027 (4) $ 406 $ — (2) $ — $ 406 4.95% Senior Notes due January 2025 (3) 389 (1) — 388 Variable rate (4.70% at June 30, 2022) Term Loan B due June 2027 542 (7) (1) 534 7.75% Senior Notes due October 2027 421 (3) — 418 8.375% Senior Notes due September 2028 304 (4) — 300 5.375% Senior Notes due February 2029 700 (6) 23 717 5.375% Senior Notes due September 2030 1,200 (16) — 1,184 4.75% Senior Notes due February 2032 1,150 (16) — 1,134 Total long-term debt $ 5,112 $ (53) $ 22 $ 5,081 Total debt $ 5,117 $ (53) $ 22 $ 5,086 December 31, 2021 (in millions) Debt Instrument Unamortized Issuance Expense Unamortized Debt Premium/Discount Total Current portion of long-term debt: 4.10% Senior Notes due March 2022 $ 201 $ — $ — $ 201 Variable rate (3.0% at December 31, 2021) Term Loan B due June 2027 5 (1) — — 5 Total current portion of long-term debt $ 206 $ — $ — $ 206 Long-term debt: Variable rate (2.08% at December 31, 2021) 2022 revolving credit facility, due April 2027 (4) $ 460 $ — (2) $ — $ 460 4.95% Senior Notes due January 2025 (3) 389 (1) — 388 Variable rate (3.0% at December 31, 2021) Term Loan B due June 2027 545 (7) (1) 537 7.75% Senior Notes due October 2027 440 (4) — 436 8.375% Senior Notes due September 2028 350 (5) — 345 5.375% Senior Notes due September 2029 700 (6) 25 719 5.375% Senior Notes due March 2030 1,200 (17) — 1,183 4.75% Senior Notes due February 2032 1,150 (17) — 1,133 Total long-term debt $ 5,234 $ (57) $ 24 $ 5,201 Total debt $ 5,440 $ (57) $ 24 $ 5,407 (1) The Term Loan requires quarterly principal repayments of $1.375 million, subject to adjustment for voluntary prepayments, beginning in March 2022. (2) At June 30, 2022 and December 31, 2021, unamortized issuance expense of $19 million and $10 million, respectively, associated with the 2022 credit facility (as defined below) was classified as other long-term assets on the consolidated balance sheets. (3) 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 will decrease the interest rate on the 2025 Notes from 5.95% to 5.70% for coupon payments paid after July 2022. (4) The Company’s 2018 credit facility was amended and restated in April 2022. The following is a summary of scheduled debt maturities by year as of June 30, 2022 and includes the quarterly Term Loan principal repayments of $1.375 million, subject to adjustment for voluntary prepayments, beginning in March 2022: (in millions) 2022 $ 2 2023 6 2024 5 2025 395 2026 5 Thereafter 4,704 $ 5,117 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 June 30, 2022, the 2022 credit facility has 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 secured by substantially all of the assets owned by the Company and its subsidiaries. The 2022 credit facility has a term of five years from the effective date of April 8, 2022. The Company may utilize the 2022 credit facility in the form of loans and letters of credit. Loans under 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 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 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 June 30, 2022, 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, repayment in full of the term loan obligations under Southwestern’s Term Loan Agreement dated December 22, 2021, 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 June 30, 2022, the Company had $109 million in letters of credit and $406 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. Effective August 4, 2022, the Company elected to temporarily increase commitments under the 2022 credit facility by $500 million under a new tranche of short-term revolving commitments with a maturity date of April 30, 2023 as a temporary working capital liquidity resource. Any loans under the new short-term revolving commitments bear interest at term SOFR plus an applicable rate of 2.75% plus a 0.10% credit spread adjustment, and commitment fees on unused commitment amounts are 0.50%. Term Loan Credit Agreement In December 2021, the Company entered into a term loan credit agreement with a group of lenders that provided for a $550 million secured term loan facility which matures in June 2027 (the “Term Loan”). As of June 30, 2022, the Company had borrowings under this Term Loan of $547 million. The net proceeds from the initial loans of $542 million were used to fund a portion of the GEPH Merger on December 31, 2021. Beginning on March 31, 2022, the Term Loan requires minimum quarterly payments of $1.375 million, subject to adjustment for voluntary prepayments and mandatory prepayments as applicable. The Term Loan is subject to varying rates of interest based on whether the term loan is a term benchmark loan or an alternate base rate loan. Term benchmark loans bear interest at the adjusted term SOFR (which includes a credit spread adjustment and is subject to a floor that is 0.50%) plus an applicable margin equal to 2.50%. Alternate base rate loans bear interest at the alternate base rate plus an applicable margin equal to 1.50%. The current borrowings are considered benchmark loans and are carried at an interest rate of 4.70% as of June 30, 2022 (2.20% credit spread adjustment plus 2.50% margin). The Term Loan is subject to a quarterly collateral coverage ratio test in which the Company’s PDP PV-10 value, net of derivative mark-to-market value, must be greater than 2.0x its secured debt commitments or all secured debt becomes callable. If necessary, outstanding secured debt principal can be paid down within 45 days of the end of such fiscal quarter to come into compliance with this ratio, either by (i) prepaying the loans, (ii) prepaying the loans under the 2022 credit facility, (iii) prepaying any other secured indebtedness that is secured by a lien, or some combination thereof. As of June 30, 2022, the Company was in compliance with the quarterly coverage ratio test. The Company’s obligations under the Term Loan are guaranteed by each of the Company’s subsidiaries that guarantee the obligations under the 2022 credit facility and are secured by liens on substantially all the assets of the Company and the Company’s subsidiaries on an equal basis with the liens securing the obligations under the 2022 credit facility. 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 will decrease the interest rate on the 2025 Notes from 5.95% to 5.70% for coupon payments paid after July 2022. On August 30, 2021, Southwestern closed its public offering of $1,200 million aggregate principal amount of its 5.375% Senior Notes due 2030 (the “2030 Notes”), with net proceeds from the offering totaling $1,183 million after underwriting discounts and offering expenses. The proceeds were used to repurchase the remaining $618 million of the Company’s 7.50% Senior Notes due 2026, $167 million of the Company’s 4.95% Senior Notes due 2025 and $6 million of the Company’s 4.10% Senior Notes due 2022 for $845 million, and the Company recognized a $60 million loss on the extinguishment of debt, which included the write-off of $6 million in related unamortized debt discounts and debt issuance costs. The remaining proceeds were used to pay borrowings under its credit facility and for general corporate purposes. Upon the close of the Indigo Merger on September 1, 2021, and pursuant to the terms of the Indigo Merger Agreement, Southwestern assumed $700 million in aggregate principal amount of Indigo’s 5.375% Senior Notes due 2029 (“Indigo Notes”). As part of purchase accounting, the assumption of the Indigo Notes resulted in a non-cash fair value adjustment of $26 million, based on the market price of 103.766% on September 1, 2021, the date that the Indigo Merger closed. Subsequent to the Indigo Merger, the Company exchanged the Indigo Notes for approximately $700 million of newly issued 5.375% Senior Notes due 2029, the offering of which was registered with the SEC in November 2021. On December 22, 2021, Southwestern closed its public offering of $1,150 million aggregate principal amount of its 4.75% Senior Notes due 2032 (the “2032 Notes”), with net proceeds from the offering totaling $1,133 million after underwriting |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Commitments and Contingencies As of June 30, 2022, 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 $10 billion, $857 million 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. The Company also had guarantee obligations of up to $872 million of that total amount. As of June 30, 2022, future payments under non-cancelable firm transportation and gathering agreements were as follows: Payments Due by Period (in millions) Total Less than 1 1 to 3 Years 3 to 5 Years 5 to 8 Years More than 8 Infrastructure currently in service $ 9,147 $ 980 $ 1,970 $ 1,736 $ 2,040 $ 2,421 Pending regulatory approval and/or construction (1) 857 12 128 162 243 312 Total transportation charges $ 10,004 $ 992 $ 2,098 $ 1,898 $ 2,283 $ 2,733 (1) Based on estimated in-service dates as of June 30, 2022. Prior to the Indigo Merger, in May 2021, Indigo closed on an agreement to divest its Cotton Valley natural gas and oil properties. Indigo retained certain contractual commitments related to volume commitments associated with natural gas gathering, for which Southwestern assumed the obligation to pay the gathering provider for any unused portion of the volume commitment under the agreement through 2027, depending on the buyer’s actual use. As of June 30, 2022, up to approximately $33 million of these contractual commitments remain (included in the table above), and the Company has recorded a $17 million liability for its portion of the estimated future payments. Excluding the Cotton Valley gathering agreement (discussed above), the Company has recorded additional liabilities totaling $33 million as of June 30, 2022, primarily related to purchase or volume commitments associated with gathering and fresh water. These amounts are reflected above and will be recognized as payments are made over the next 12 months. 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 June 30, 2022, 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. 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. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective tax rate was approximately 2% and (2)% for the three and six months ended June 30, 2022. The effective tax rate for the three and six months ended June 30, 2022 related to the effects of a valuation allowance against the Company’s U.S. deferred tax assets. A valuation allowance for deferred tax assets, including net operating losses, 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 current and forecasted business economics of the oil and gas industry. As of the second quarter of 2022, the Company still maintains a full valuation allowance. The Company also retained a valuation allowance of $59 million related to net operating losses in jurisdictions in which it no longer operates. Management will continue to assess available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of deferred tax assets. The amount of the deferred tax asset considered realizable, however, could be adjusted based on changes in subjective estimates of future taxable income or if objective negative evidence is no longer present. The Company intends to continue a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the allowance. However, if current commodity prices are sustained and absent any additional objective negative evidence, it is reasonably possible that sufficient positive evidence will exist within the next 12 months to adjust the current valuation allowance position. Exact timing and amount of the adjustment to the valuation allowance is unknown at this time. The Company’s effective tax rate was approximately 0% for the three and six months ended June 30, 2021 which related to the effects of the valuation allowance against the Company’s U.S. deferred tax assets. Due to the issuance of common stock associated with the Indigo Merger, as discussed in Note 2 , the Company incurred a cumulative ownership change and as such, the Company’s net operating losses (“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, with a corresponding decrease in the Company’s valuation allowance. At June 30, 2022, 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. The non-expiring NOLs remain subject to a full valuation allowance. 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. For the six months ended June 30, 2022, the Company recorded current income tax expense of approximately $30 million, as it expects to pay cash income taxes for the year ended December 31, 2022. |
PENSION PLAN AND OTHER POSTRETI
PENSION PLAN AND OTHER POSTRETIREMENT BENEFITS | 6 Months Ended |
Jun. 30, 2022 | |
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, a cash balance plan that provided benefits based upon a fixed percentage of an employee’s annual compensation. As part of an ongoing effort to reduce costs, the Company elected to freeze its pension plan effective January 1, 2021. Employees that were participants in the pension 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 of Directors approved terminating the Company’s pension 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 has commenced the pension plan termination process, and, on April 6, 2022, the Internal Revenue Service issued a favorable determination letter, concurring that the plan has met all of the qualification requirements under the Internal Revenue Code. As part of the termination process, the Company expects to distribute lump sum payments to or purchase annuities for the benefit of plan participants, which is dependent on the participants’ elections. The Company expects to complete the distribution of pension plan assets by June 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 six months ended June 30, 2022 and 2021: Consolidated Statements of For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Service cost General and administrative expenses $ — $ — $ — $ — Interest cost Other Income (Loss), Net 1 1 2 2 Expected return on plan assets Other Income (Loss), Net — (2) — (3) Amortization of prior service cost Other Income (Loss), Net (1) — (1) — Settlement loss Other Income (Loss), Net — 1 — 1 Net periodic benefit cost $ — $ — $ 1 $ — The Company recognized an immaterial non-cash settlement loss in the first half of 2022. The Company’s other postretirement benefit plan had a net periodic benefit cost of less than $1 million for both the three months ended June 30, 2022 and 2021, and $1 million for both the six months ended June 30, 2022 and 2021. The Company does not expect to make any additional contributions to its pension plan during 2022 or thereafter until the plan termination is completed. The Company recognized liabilities of $13 million and $12 million related to its pension benefits as of June 30, 2022 and December 31, 2021, respectively. The Company recognized liabilities of $13 million related to its other postretirement benefits as of both June 30, 2022 and December 31, 2021. 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 1,745 shares at June 30, 2022 and 2,035 shares at December 31, 2021. |
LONG-TERM INCENTIVE COMPENSATIO
LONG-TERM INCENTIVE COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
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 seven years from the date of grant. However, the Company has not granted stock options since February 2017. The Company issues shares of restricted stock, restricted stock units or performance cash awards to employees and directors which generally vest over three years. Restricted stock, restricted stock units and stock options granted to participants immediately vest upon death, disability or retirement (subject to a minimum of three years of service). The Company issues performance unit awards to employees which historically have vested at or over three years. The performance units granted in 2019, 2020 and 2021 cliff-vest at the end of three years. In February 2021, the Company notified employees of a workforce reduction plan as a result of strategic realignments of the Company’s organizational structure. The reduction was substantially complete by the end of the first quarter of 2021. Affected employees were offered a severance package which, if applicable, included the current value of unvested long-term incentive awards that were forfeited. Stock-based compensation costs recognized prior to the cancellation as either general and administrative expense or capitalized expense were reversed, and the severance payments were subsequently recognized as restructuring charges for the three and six months ended June 30, 2021. The Company recognized the following amounts in total related to long-term incentive compensation costs for the three and six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Long-term incentive compensation – expensed $ 7 $ 11 $ 18 $ 24 Long-term incentive compensation – capitalized $ 4 $ 7 $ 11 $ 12 Equity-Classified Awards The Company recognized the following amounts in employee equity-classified stock-based compensation costs for the three and six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Equity-classified awards – expensed $ 2 $ 2 $ 3 $ 2 Equity-classified awards – capitalized $ — $ — $ — $ — Equity-Classified Stock Options The following table summarizes equity-classified stock option activity for the six months ended June 30, 2022 and provides information for options outstanding and options exercisable as of June 30, 2022: Number Weighted Average (in thousands) Outstanding at December 31, 2021 3,006 $ 8.98 Granted — $ — Exercised (893) $ 7.80 Forfeited or expired (152) $ 26.35 Outstanding at June 30, 2022 1,961 $ 8.17 Exercisable at June 30, 2022 1,961 $ 8.17 Equity-Classified Restricted Stock The following table summarizes equity-classified restricted stock activity for the six months ended June 30, 2022 and provides information for unvested shares as of June 30, 2022: Number Weighted Average (in thousands) Unvested shares at December 31, 2021 242 $ 5.12 Granted 231 $ 6.92 Vested (262) $ 6.15 Forfeited — $ — Unvested shares at June 30, 2022 211 $ 5.81 As of June 30, 2022, 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 1.2 years. Equity-Classified Restricted Stock Units As of June 30, 2022, there was $6 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 2.3 years. The following table summarizes equity-classified restricted stock units for the six months ended June 30, 2022 and provides information for unvested units as of June 30, 2022. Number Weighted Average (in thousands) Unvested units at December 31, 2021 37 $ 3.05 Granted 1,699 $ 4.45 Vested (22) $ 3.05 Forfeited (22) $ 4.31 Unvested units at June 30, 2022 1,692 $ 4.44 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 at the option of the Compensation Committee of the Company’s Board of Directors. The awards granted from 2018 through 2021 were accounted for as liability-classified awards as the intention of the awards was to settle in cash. In 2022, two types of awards were granted, one of which was accounted for as liability classified awards given the intention to settle in cash. The other awards granted during 2022 have been accounted for as equity-classified awards given the intention to settle in stock and accordingly are recognized at their fair value as of the grant date and amortized throughout the vesting period. The 2022 performance unit awards include a market condition based on relative TSR. The fair values of the market conditions were calculated by Monte Carlo models as of the grant date. As of June 30, 2022, there was $4 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 2.7 years. Number Weighted Average (in thousands) Unvested units at December 31, 2021 — $ — Granted 850 $ 6.04 Vested — $ — Forfeited (10) $ 6.04 Unvested units at June 30, 2022 840 $ 6.04 Liability-Classified Awards The Company recognized the following amounts in employee liability-classified stock-based compensation costs for the three and six months ended June 30, 2022: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Liability-classified stock-based compensation cost – expensed $ 4 $ 7 $ 12 $ 20 Liability-classified stock-based compensation cost – capitalized $ 2 $ 5 $ 8 $ 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 of Directors. 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 June 30, 2022, there was $16 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 1.3 years. The amount of unrecognized compensation cost for liability-classified awards will fluctuate over time as they are marked to market. Number Weighted Average (in thousands) Unvested units at December 31, 2021 7,937 $ 4.08 Granted — $ — Vested (3,815) $ 4.48 Forfeited (41) $ 7.58 Unvested units at June 30, 2022 4,081 $ 5.12 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 at the option of the Compensation Committee of the Company’s Board of Directors. The Company has accounted for these as liability-classified awards, and accordingly changes in the fair market value of the instruments will be recorded to general and administrative expense and capitalized expense over the vesting period of the awards. The performance unit awards granted in 2019 include performance conditions based on return on average capital employed and two market conditions based on total shareholder return (“TSR”), one based on absolute TSR and the other on relative TSR. The performance units granted in 2020 include a performance condition based on return on average capital employed and a market condition based on relative TSR. In 2021, two types of performance unit awards were granted. One type of award includes a performance condition based on return on capital employed and a performance condition based on a reinvestment rate, and the second type of award includes one market condition based on relative TSR. In 2022, two types of performance unit awards were granted. One type of award includes performance conditions based on return on capital employed and reinvestment rate. The other 2022 awards granted were accounted for as equity classified awards. The fair values of the market conditions are calculated by Monte Carlo models on a quarterly basis. As of June 30, 2022, there was $14 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 1.8 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 Weighted Average (in thousands) Unvested units at December 31, 2021 9,515 $ 2.88 Granted 3,798 $ 1.00 Vested (1) (1,910) $ 6.45 Forfeited (95) $ 7.35 Unvested units at June 30, 2022 11,308 $ 2.35 (1) The 2019 Performance Unit Awards were treated as liability classified awards given the ability to settle in cash or stock. Upon vesting in February 2022, the determination was made to settle in stock. Cash-Based Compensation The Company recognized the following amounts in performance cash award compensation costs for the three and six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Performance cash awards – expensed $ 1 $ 2 $ 3 $ 2 Performance cash awards – capitalized $ 2 $ 2 $ 3 $ 2 Performance Cash Awards In 2021 and 2020, the Company granted performance cash awards that vest over a four-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 in 2021 and 2020 include a performance condition determined annually by the Company. For both 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 June 30, 2022, there was $37 million of total unrecognized compensation cost related to performance cash awards. This cost is expected to be recognized over a weighted-average period of 3 years. The final value of the performance cash awards is contingent upon the Company’s actual performance against these performance measures. Number Weighted Average Fair Value (in thousands) Unvested units at December 31, 2021 28,272 $ 1.00 Granted 24,416 $ 1.00 Vested (8,650) $ 1.00 Forfeited (1,942) $ 1.00 Unvested units at June 30, 2022 42,096 $ 1.00 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2022 | |
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 2021 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 June 30, 2022 (in millions) Revenues from external customers $ 2,931 $ 1,207 $ — $ 4,138 Intersegment revenues (2) 2,816 — 2,814 Depreciation, depletion and amortization expense 286 2 — 288 Operating income 2,120 (1) 11 — 2,131 Interest expense (2) 48 — — 48 Loss on derivatives (879) — — (879) Loss on extinguishment of debt — — (4) (4) Other loss, net — (1) — (1) Provision for income taxes (2) 26 — — 26 Assets 11,115 (3) 1,664 153 12,932 Capital investments (4) 585 — — 585 Three months ended June 30, 2021 Revenues from external customers $ 718 $ 332 $ — $ 1,050 Intersegment revenues (14) 651 — 637 Depreciation, depletion and amortization expense 97 3 — 100 Operating income 286 (1) 7 — 293 Interest expense (2) 30 — — 30 Gain (Loss) on derivatives (872) — 1 (871) Other loss, net (1) — — (1) Assets 4,870 (3) 408 116 5,394 Capital investments (4) 259 — — 259 Exploration and Production Marketing Other Total Six months ended June 30, 2022 (in millions) Revenues from external customers $ 5,008 $ 2,073 $ — $ 7,081 Intersegment revenues (5) 4,705 — 4,700 Depreciation, depletion and amortization expense 560 3 — 563 Operating income 3,398 (1) 32 — 3,430 Interest expense (2) 89 — — 89 Loss on derivatives (4,804) — (2) (4,806) Loss on extinguishment of debt — — (6) (6) Other income, net — (1) — (1) Provision for income taxes (2) 30 — — 30 Assets 11,115 (3) 1,664 153 12,932 Capital investments (4) 1,129 — — 1,129 Six months ended June 30, 2021 Revenues from external customers $ 1,437 $ 685 $ — $ 2,122 Intersegment revenues (28) 1,295 — 1,267 Depreciation, depletion and amortization expense 191 5 — 196 Operating income 581 (1) 13 — 594 Interest expense (2) 61 — — 61 Gain (Loss) on derivatives (1,063) — 1 (1,062) Assets 4,870 (3) 408 116 5,394 Capital investments (4) 525 — — 525 (1) Operating income for the E&P segment includes $1 million and $7 million of restructuring charges for the three and six months ended June 30, 2021, respectively. The E&P segment operating income also includes $2 million and $3 million of merger-related expenses for the three months ended June 30, 2022 and 2021, respectively, and $27 million and $4 million for the six months ended June 30, 2022 and 2021, respectively. (2) Interest expense and provision (benefit) for income taxes by segment is an allocation of corporate amounts as they are incurred at the corporate level. (3) E&P assets includes office, technology, water infrastructure, drilling rigs and other ancillary equipment not directly related to natural gas and oil properties. (4) Capital investments include an increase of $34 million for the three months ended June 30, 2022 and a decrease of $9 million for the three months ended June 30, 2021 and increases of $77 million and $29 million for the six months ended June 30, 2022 and 2021, respectively, relating to the change in accrued expenditures between periods. The following table presents the breakout of other assets, which represent corporate assets not allocated to segments and assets for non-reportable segments at June 30, 2022 and 2021: As of June 30, (in millions) 2022 2021 Cash and cash equivalents $ 50 $ 2 Accounts receivable 1 3 Prepayments 11 15 Property, plant and equipment 9 14 Unamortized debt expense 19 11 Right-of-use lease assets 60 67 Non-qualified retirement plan 3 4 $ 153 $ 116 |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS New Accounting Standards Implemented in this Report In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, as a new ASC Topic, ASC 848. The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates, such as LIBOR, to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, debt arrangements and other transactions that reference a benchmark reference rate expected to be discontinued because of reference rate reform. ASC 848 contains optional expedients and exceptions for applying U.S. GAAP to transactions affected by this reform. The amendments in the ASU are effective for all entities as of March 12, 2020 through December 31, 2022. As discussed in Note 11 , the Company amended and extended its credit facility which is subject to SOFR interest rates beginning in the second quarter of 2022. The change from LIBOR to SOFR rates did not have a material impact on the Company’s consolidated financial statements. New Accounting Standards Not Yet Adopted in this Report |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, as a new ASC Topic, ASC 848. The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates, such as LIBOR, to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, debt arrangements and other transactions that reference a benchmark reference rate expected to be discontinued because of reference rate reform. ASC 848 contains optional expedients and exceptions for applying U.S. GAAP to transactions affected by this reform. The amendments in the ASU are effective for all entities as of March 12, 2020 through December 31, 2022. As discussed in Note 11 , the Company amended and extended its credit facility which is subject to SOFR interest rates beginning in the second quarter of 2022. The change from LIBOR to SOFR rates did not have a material impact on the Company’s consolidated financial statements. New Accounting Standards Not Yet Adopted in this Report |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable | The following table presents the fair value of consideration transferred to GEPH equity holders as a result of the GEPH Merger: (in millions, except share, per share amounts) As of December 31, 2021 Shares of Southwestern common stock issued 99,337,748 NYSE closing price per share of Southwestern common shares on December 31, 2021 $ 4.66 $ 463 Cash consideration (1) 1,259 Total consideration $ 1,722 (1) Reflects $10 million of customary post-close cash consideration adjustments. (in millions, except share, per share amounts) As of September 1, 2021 Shares of Southwestern common stock issued 337,827,171 NYSE closing price per share of Southwestern common shares on September 1, 2021 $ 4.70 $ 1,588 Cash consideration 373 Total consideration $ 1,961 |
Schedule of Business Acquisitions, by Acquisition | The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. Certain data necessary to complete the purchase price allocation is still under evaluation, including, but not limited to, the final actualization of accrued liabilities and receivable balances as well as the valuation of natural gas and oil properties. The Company will finalize the purchase price allocation during the twelve-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate. (in millions) As of December 31, 2021 Consideration: Total consideration $ 1,722 Fair Value of Assets Acquired: Cash and cash equivalents 11 Accounts receivable 171 Other current assets (2) 1 Commodity derivative assets 56 Evaluated oil and gas properties 1,783 Unevaluated oil and gas properties (1) 61 Other property, plant and equipment 2 Other long-term assets 3 Total assets acquired 2,088 Fair Value of Liabilities Assumed: Accounts payable (2) 175 Other current liabilities 1 Derivative liabilities 75 Revolving credit facility 81 Asset retirement obligations 24 Other noncurrent liabilities (2) 10 Total liabilities assumed 366 Net Assets Acquired and Liabilities Assumed $ 1,722 (1) Reflects $2 million purchase price adjustment during the six months ended June 30, 2022. (2) Reflects purchase price adjustments consisting of a $2 million decrease to other current assets, a $5 million increase to accounts payable and a $5 million increase to other noncurrent liabilities during the six months ended June 30, 2022. (in millions) As of September 1, 2021 Consideration: Total consideration $ 1,961 Fair Value of Assets Acquired: Cash and cash equivalents 55 Accounts receivable 192 Other current assets 2 Commodity derivative assets 2 Evaluated oil and gas properties 2,724 Unevaluated oil and gas properties (1) 697 Other property, plant and equipment 4 Other long-term assets 27 Total assets acquired 3,703 Fair Value of Liabilities Assumed: Accounts payable (1) 287 Other current liabilities 55 Derivative liabilities 501 Revolving credit facility 95 Senior unsecured notes 726 Asset retirement obligations 8 Other noncurrent liabilities 70 Total liabilities assumed 1,742 Net Assets Acquired and Liabilities Assumed $ 1,961 (1) Reflects $13 million purchase price adjustment during the six months ended June 30, 2022. |
Schedule of Acquisition Related Costs | The following table summarizes the merger-related expenses incurred: For the three months ended June 30, 2022 2021 (in millions) Indigo Merger GEPH Merger Total Montage Merger Indigo Merger Total Professional fees (bank, legal, consulting) $ — $ — $ — $ 1 $ 2 $ 3 Contract buyouts, terminations and transfers 1 — 1 — — — Due diligence and environmental — 1 1 — — — Total merger-related expenses $ 1 $ 1 $ 2 $ 1 $ 2 $ 3 For the six months ended June 30, 2022 2021 (in millions) Indigo Merger GEPH Merger Total Montage Merger Indigo Merger Total Transition services $ — $ 18 $ 18 $ — $ — $ — Professional fees (bank, legal, consulting) — 1 1 1 2 $ 3 Contract buyouts, terminations and transfers 1 2 3 — — $ — Due diligence and environmental 1 1 2 — — $ — Employee-related — 1 1 1 — $ 1 Other — 2 2 — — $ — Total merger-related expenses $ 2 $ 25 $ 27 $ 2 $ 2 $ 4 |
Business Acquisition, Pro Forma Information | The following table summarizes the unaudited pro forma condensed financial information for the three and six months ended June 30, 2021 as if the Indigo Merger and the GEPH Merger each had occurred on January 1, 2020: (in millions) For the three months ended For the six months ended Revenues $ 1,476 $ 2,947 Net loss attributable to common stock $ (875) $ (845) Net loss attributable to common stock per share - basic $ (0.79) $ (0.76) Net loss attributable to common stock per share - diluted $ (0.79) $ (0.76) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of the restructuring charges included in Operating Income for the three and six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Severance (including payroll taxes) (1) $ — $ 1 $ — $ 7 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Total Three months ended June 30, 2022 Gas sales $ 2,485 $ — $ — $ 2,485 Oil sales 136 — 2 138 NGL sales 310 — — 310 Marketing — 4,023 (2,816) 1,207 Other (1) (2) — — (2) Total $ 2,929 $ 4,023 $ (2,814) $ 4,138 (in millions) Three months ended June 30, 2021 Gas sales $ 421 $ — $ 12 $ 433 Oil sales 105 — 1 106 NGL sales 178 — 1 179 Marketing — 983 (651) 332 Total $ 704 $ 983 $ (637) $ 1,050 (in millions) E&P Marketing Intersegment Total Six months ended June 30, 2022 Gas sales $ 4,175 $ — $ 2 $ 4,177 Oil sales 246 — 3 249 NGL sales 582 — — 582 Marketing — 6,778 (4,705) 2,073 Total $ 5,003 $ 6,778 $ (4,700) $ 7,081 (in millions) Six months ended June 30, 2021 Gas sales $ 872 $ — $ 25 $ 897 Oil sales 185 — 2 187 NGL sales 351 — 1 352 Marketing — 1,979 (1,295) 684 Other (2) 1 1 — 2 Total $ 1,409 $ 1,980 $ (1,267) $ 2,122 (1) For the three and six months ended June 30, 2022, other E&P revenues consists primarily of losses on purchaser imbalances associated with natural gas and certain NGLs. (2) For the three and six ended June 30, 2021, other E&P revenues consists primarily of gains on purchaser imbalances associated with certain NGLs and other Marketing revenues consists primarily of sales of gas from storage. |
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 primarily Appalachia and Haynesville. For the three months For the six months (in millions) 2022 2021 2022 2021 Appalachia $ 1,776 $ 704 $ 3,097 $ 1,408 Haynesville 1,153 — 1,906 — Other — — — 1 Total $ 2,929 $ 704 $ 5,003 $ 1,409 |
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) June 30, 2022 December 31, 2021 Receivables from contracts with customers $ 1,692 $ 1,085 Other accounts receivable 89 75 Total accounts receivable $ 1,781 $ 1,160 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Cash and Cash Equivalents | The following table presents a summary of cash and cash equivalents as of June 30, 2022 and December 31, 2021: (in millions) June 30, 2022 December 31, 2021 Cash $ 50 $ 28 Marketable securities (1) — — Total $ 50 $ 28 (1) Typically consists of government stable value money market funds. |
Natural Gas and Oil Properties
Natural Gas and Oil Properties (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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: June 30, 2022 June 30, 2021 Natural gas (per MMBtu) $ 5.13 $ 2.43 Oil (per Bbl) $ 85.78 $ 49.78 NGLs (per Bbl) $ 36.96 $ 17.06 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table presents the computation of earnings per share for the three and six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions, except share/per share amounts) 2022 2021 2022 2021 Net income (loss) $ 1,173 $ (609) $ (1,502) $ (529) Number of common shares: Weighted average outstanding 1,116,175,758 676,722,999 1,115,456,855 676,057,534 Issued upon assumed exercise of outstanding stock options — — — — Effect of issuance of non-vested restricted common stock 755,235 — — — Effect of issuance of non-vested restricted units 1,226,632 — — — Effect of issuance of non-vested performance units 87,153 — — — Weighted average and potential dilutive outstanding 1,118,244,778 676,722,999 1,115,456,855 676,057,534 Earnings (loss) per common share Basic $ 1.05 $ (0.90) $ (1.35) $ (0.78) Diluted $ 1.05 $ (0.90) $ (1.35) $ (0.78) |
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 six months ended June 30, 2022 and 2021, as they would have had an antidilutive effect: For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 Unexercised stock options 2,502,614 3,733,971 2,724,319 3,764,362 Unvested restricted common stock 40,971 721,633 783,729 805,791 Restricted units 786,061 2,917,427 2,127,795 4,059,473 Performance units — 2,832,043 1,223,158 2,934,615 Total 3,329,646 10,205,074 6,859,001 11,564,241 |
Derivatives and Risk Manageme_2
Derivatives and Risk Management (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022: Financial Protection on Production Weighted Average Price per MMBtu Volume (Bcf) Swaps Sold Puts Purchased Puts Sold Calls Basis Differential Fair Value at June 30, 2022 (in millions) Natural Gas 2022 Fixed price swaps 417 $ 3.04 $ — $ — $ — $ — $ (1,090) Two-way costless collars 47 — — 2.52 2.91 — (132) Three-way costless collars 184 — 2.03 2.48 2.88 — (512) Total 648 $ (1,734) 2023 Fixed price swaps 504 $ 3.08 $ — $ — $ — $ — $ (788) Two-way costless collars 219 — — 3.03 3.55 — (269) Three-way costless collars 215 — 2.09 2.54 3.00 — (393) Total 938 $ (1,450) 2024 Fixed price swaps 224 $ 2.96 $ — $ — $ — $ — $ (304) Two-way costless collars 44 — — 3.07 3.53 — (42) Three-way costless collars 11 — 2.25 2.80 3.54 — (16) Total 279 $ (362) Basis Swaps 2022 182 $ — $ — $ — $ — $ (0.53) $ 50 2023 281 — — — — (0.50) 6 2024 46 — — — — (0.71) 16 2025 9 — — — — (0.64) 4 Total 518 $ 76 Volume (MBbls) Weighted Average Strike Price per Bbl Fair Value at June 30, 2022 (in millions) Swaps Sold Puts Purchased Puts Sold Calls Oil 2022 Fixed price swaps 1,622 $ 53.11 $ — $ — $ — $ (73) Three-way costless collars 691 — 39.80 50.13 56.99 (29) Total 2,313 $ (102) 2023 Fixed price swaps 915 $ 58.11 $ — $ — $ — $ (25) Three-way costless collars 1,268 — 33.97 45.51 56.12 (40) Total 2,183 $ (65) 2024 Fixed price swaps 749 $ 70.63 $ — $ — $ — $ (5) 2025 Fixed price swaps 41 $ 77.66 $ — $ — $ — $ — Ethane 2022 Fixed price swaps 2,782 $ 11.35 $ — $ — $ — $ (29) 2023 Fixed price swaps 1,308 $ 11.91 $ — $ — $ — $ (6) Propane 2022 Fixed price swaps 3,073 $ 31.22 $ — $ — $ — $ (62) Three-way costless collars 154 — 16.80 21.00 31.92 (3) Total 3,227 $ (65) 2023 Fixed price swaps 1,286 $ 38.04 $ — $ — $ — $ (8) 2024 Fixed price swaps 73 $ 42.32 $ — $ — $ — $ — Normal Butane 2022 Fixed price swaps 929 $ 36.22 $ — $ — $ — $ (23) 2023 Fixed price swaps 347 $ 41.24 $ — $ — $ — $ (3) Natural Gasoline 2022 Fixed price swaps 1,001 $ 55.78 $ — $ — $ — $ (28) 2023 Fixed price swaps 359 $ 66.00 $ — $ — $ — $ (5) Other Derivative Contracts Volume (Bcf) Weighted Average Strike Price per MMBtu Fair Value at June 30, 2022 (in millions) Call Options – Natural Gas (Net) 2022 42 $ 3.01 $ (112) 2023 46 2.94 (85) 2024 9 3.00 (18) Total 97 $ (215) |
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 June 30, 2022 and December 31, 2021: Derivative Assets Fair Value (in millions) Balance Sheet Classification June 30, 2022 December 31, 2021 Derivatives not designated as hedging instruments: Fixed price swaps – natural gas Derivative assets $ — $ 79 Fixed price swaps – ethane Derivative assets — 2 Fixed price swaps – propane Derivative assets — 2 Fixed price swaps – normal butane Derivative assets — 1 Two-way costless collars – natural gas Derivative assets 20 9 Three-way costless collars – natural gas Derivative assets 11 12 Three-way costless collars – oil Derivative assets — 1 Basis swaps – natural gas Derivative assets 91 77 Fixed price swaps – natural gas Other long-term assets — 64 Two-way costless collars – natural gas Other long-term assets 31 100 Three-way costless collars – natural gas Other long-term assets 10 37 Three-way costless collars – oil Other long-term assets 1 3 Basis swaps – natural gas Other long-term assets 88 22 Interest rate swaps Other long-term assets — 2 Total derivative assets $ 252 $ 411 Derivative Liabilities Fair Value (in millions) Balance Sheet Classification June 30, 2022 December 31, 2021 Derivatives not designated as hedging instruments: Fixed price swaps – natural gas storage Derivative liabilities $ — $ 1 Fixed price swaps – natural gas Derivative liabilities 1,532 565 Fixed price swaps – oil Derivative liabilities 86 60 Fixed price swaps – ethane Derivative liabilities 33 10 Fixed price swaps – propane Derivative liabilities 67 78 Fixed price swaps – normal butane Derivative liabilities 25 27 Fixed price swaps – natural gasoline Derivative liabilities 31 33 Two-way costless collars – natural gas Derivative liabilities 291 104 Two-way costless collars – ethane Derivative liabilities — 1 Three-way costless collars – natural gas Derivative liabilities 760 298 Three-way costless collars – oil Derivative liabilities 52 24 Three-way costless collars – propane Derivative liabilities 3 4 Basis swaps – natural gas Derivative liabilities 95 9 Call options – natural gas Derivative liabilities 154 67 Fixed price swaps – natural gas Long-term derivative liabilities 650 246 Fixed price swaps – oil Long-term derivative liabilities 17 9 Fixed price swaps – ethane Long-term derivative liabilities 2 — Fixed price swaps – propane Long-term derivative liabilities 3 1 Fixed price swaps – normal butane Long-term derivative liabilities 1 — Fixed price swaps – natural gasoline Long-term derivative liabilities 2 1 Two-way costless collars – natural gas Long-term derivative liabilities 203 115 Three-way costless collars – natural gas Long-term derivative liabilities 182 178 Three-way costless collars – oil Long-term derivative liabilities 18 21 Basis swap – natural gas Long-term derivative liabilities 8 22 Call options – natural gas Long-term derivative liabilities 61 42 Total derivative liabilities $ 4,276 $ 1,916 Net Derivative Position June 30, 2022 December 31, 2021 (in millions) Net current derivative liabilities $ (3,007) $ (1,098) Net long-term derivative liabilities (1,017) (407) Non-performance risk adjustment 12 3 Net total derivative liabilities $ (4,012) $ (1,502) |
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 six months ended June 30, 2022 and 2021: Unsettled Gain (Loss) on Derivatives Recognized in Earnings Consolidated Statement of Operations Classification of Gain (Loss) on Derivatives, Unsettled For the three months ended June 30, For the six months ended June 30, Derivative Instrument 2022 2021 2022 2021 (in millions) Purchased fixed price swaps – natural gas Gain (Loss) on Derivatives $ — $ 2 $ — $ 2 Fixed price swaps – natural gas Gain (Loss) on Derivatives 339 (221) (1,514) (243) Fixed price swaps – oil Gain (Loss) on Derivatives 19 (41) (34) (81) Fixed price swaps – ethane Gain (Loss) on Derivatives (6) (11) (27) (13) Fixed price swaps – propane Gain (Loss) on Derivatives 56 (43) 7 (88) Fixed price swaps – normal butane Gain (Loss) on Derivatives 20 (19) — (34) Fixed price swaps – natural gasoline Gain (Loss) on Derivatives 29 (11) 1 (31) Two-way costless collars – natural gas Gain (Loss) on Derivatives 9 (148) (333) (160) Two-way costless collars – oil Gain (Loss) on Derivatives — — — (1) Two-way costless collars – ethane Gain (Loss) on Derivatives — (1) 1 (1) Three-way costless collars – natural gas Gain (Loss) on Derivatives 230 (249) (494) (249) Three-way costless collars – oil Gain (Loss) on Derivatives 5 (29) (28) (47) Three-way costless collars – propane Gain (Loss) on Derivatives 3 (1) 1 (2) Basis swaps – natural gas Gain (Loss) on Derivatives (28) 44 8 47 Call options – natural gas Gain (Loss) on Derivatives 43 (40) (106) (37) Call options – oil Gain (Loss) on Derivatives — — — (1) Put options – natural gas Gain (Loss) on Derivatives — 1 — 1 Swaptions – natural gas Gain (Loss) on Derivatives — (4) — (3) Purchased fixed price swap – natural gas storage Gain (Loss) on Derivatives (1) 1 — 1 Fixed price swap – natural gas storage Gain (Loss) on Derivatives — (2) 1 (2) Interest rate swaps Gain (Loss) on Derivatives — — (2) 1 Total gain (loss) on unsettled derivatives $ 718 $ (772) $ (2,519) $ (941) 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 June 30, For the six months ended June 30, Derivative Instrument 2022 2021 2022 2021 (in millions) Purchased fixed price swaps - natural gas Gain (Loss) on Derivatives $ 1 $ 1 $ 1 1 Fixed price swaps – natural gas Gain (Loss) on Derivatives (870) (6) (1,167) (1) Fixed price swaps – oil Gain (Loss) on Derivatives (41) (28) (74) (45) Fixed price swaps – ethane Gain (Loss) on Derivatives (19) (6) (27) (10) Fixed price swaps – propane Gain (Loss) on Derivatives (34) (30) (75) (60) Fixed price swaps – normal butane Gain (Loss) on Derivatives (12) (9) (26) (16) Fixed price swaps – natural gasoline Gain (Loss) on Derivatives (17) (13) (36) (22) Two-way costless collars – natural gas Gain (Loss) on Derivatives (130) (2) (234) — Two-way costless collars – oil Gain (Loss) on Derivatives — (1) — (2) Two-way costless collars – ethane Gain (Loss) on Derivatives — — (1) — Three-way costless collars – natural gas Gain (Loss) on Derivatives (396) (8) (517) (7) Three-way costless collars – oil Gain (Loss) on Derivatives (18) (5) (31) (6) Three-way costless collars – propane Gain (Loss) on Derivatives (1) — (3) — Basis swaps – natural gas Gain (Loss) on Derivatives 23 8 24 49 Index swaps – natural gas Gain (Loss) on Derivatives — — (1) — Call options – natural gas Gain (Loss) on Derivatives (87) — (126) — Put options – natural gas Gain (Loss) on Derivatives — — — (2) (2) Fixed price swaps – natural gas storage Gain (Loss) on Derivatives — — (3) — Total loss on settled derivatives $ (1,601) $ (99) $ (2,296) $ (121) Total loss on derivatives $ (879) (1) $ (871) $ (4,806) (1) $ (1,062) (1) The Company calculates gain (loss) on derivatives, settled, as the summation of gains and losses on positions that settled within the period. (2) Includes $2 million in amortization of premiums paid related to certain natural gas put options for the six months ended June 30, 2021, which is included in gain (loss) on derivatives on the consolidated statements of operations. Total Gain (Loss) on Derivatives Recognized in Earnings For the three months ended June 30, For the six months ended June 30, 2022 2021 2022 2021 (in millions) Total gain (loss) on unsettled derivatives $ 718 $ (772) $ (2,519) $ (941) Total loss on settled derivatives (1,601) (99) (2,296) (121) Non-performance risk adjustment 4 — 9 — Total loss on derivatives $ (879) $ (871) $ (4,806) $ (1,062) |
Reclassifications from Accumu_2
Reclassifications from Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 and the related tax effects for the six months ended June 30, 2022: (in millions) Pension and Other Postretirement Foreign Currency Total Beginning balance December 31, 2021 $ (11) $ (14) $ (25) Other comprehensive income before reclassifications — — — Amounts reclassified from other comprehensive income (1) — — — Net current-period other comprehensive income — — — Ending balance June 30, 2022 $ (11) $ (14) $ (25) (1) For the six months ended June 30, 2022, the amounts reclassified from accumulated other comprehensive income was less than $1 million. See Note 14 for additional details regarding the Company’s pension and other postretirement benefit plans. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 were as follows: June 30, 2022 December 31, 2021 (in millions) Carrying Fair Carrying Fair Cash and cash equivalents $ 50 $ 50 $ 28 $ 28 2022 revolving credit facility due April 2027 (1) 406 406 460 460 Term Loan B due 2027 547 547 550 550 Senior notes (2) 4,164 3,883 4,430 4,745 Derivative instruments, net (4,012) (4,012) (1,502) (1,502) (1) The Company’s 2018 credit facility was amended and restated during April 2022. (2) 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: June 30, 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 Two-way costless collars $ — $ 51 $ — $ 51 Three-way costless collars — 22 — 22 Basis swaps — 179 — 179 Liabilities Fixed price swaps — (2,449) — (2,449) Two-way costless collars — (494) — (494) Three-way costless collars — (1,015) — (1,015) Basis swaps — (103) — (103) Call options — (215) — (215) Total (1) $ — $ (4,024) $ — $ (4,024) (1) Excludes a net reduction to the liability fair value of $12 million related to estimated non-performance risk. December 31, 2021 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 $ — $ 148 $ — $ 148 Two-way costless collars — 109 — 109 Three-way costless collars — 53 — 53 Basis swaps — 99 — 99 Interest rate swaps — 2 — 2 Liabilities Fixed price swaps — (1,031) — (1,031) Two-way costless collars — (220) — (220) Three-way costless collars — (525) — (525) Basis swaps — (31) — (31) Call options — (109) — (109) Total (1) $ — $ (1,505) $ — $ (1,505) (1) Excludes a net reduction to the liability fair value of $3 million related to estimated non-performance risk. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of debt as of June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 (in millions) Debt Instrument Unamortized Issuance Expense Unamortized Debt Premium/Discount Total Current portion of long-term debt: Variable rate (4.70% at June 30, 2022) Term Loan B due June 2027 $ 5 (1) $ — $ — $ 5 Total current portion of long-term debt $ 5 $ — $ — $ 5 Long-term debt: Variable rate (3.60% at June 30, 2022) 2022 revolving credit facility due April 2027 (4) $ 406 $ — (2) $ — $ 406 4.95% Senior Notes due January 2025 (3) 389 (1) — 388 Variable rate (4.70% at June 30, 2022) Term Loan B due June 2027 542 (7) (1) 534 7.75% Senior Notes due October 2027 421 (3) — 418 8.375% Senior Notes due September 2028 304 (4) — 300 5.375% Senior Notes due February 2029 700 (6) 23 717 5.375% Senior Notes due September 2030 1,200 (16) — 1,184 4.75% Senior Notes due February 2032 1,150 (16) — 1,134 Total long-term debt $ 5,112 $ (53) $ 22 $ 5,081 Total debt $ 5,117 $ (53) $ 22 $ 5,086 December 31, 2021 (in millions) Debt Instrument Unamortized Issuance Expense Unamortized Debt Premium/Discount Total Current portion of long-term debt: 4.10% Senior Notes due March 2022 $ 201 $ — $ — $ 201 Variable rate (3.0% at December 31, 2021) Term Loan B due June 2027 5 (1) — — 5 Total current portion of long-term debt $ 206 $ — $ — $ 206 Long-term debt: Variable rate (2.08% at December 31, 2021) 2022 revolving credit facility, due April 2027 (4) $ 460 $ — (2) $ — $ 460 4.95% Senior Notes due January 2025 (3) 389 (1) — 388 Variable rate (3.0% at December 31, 2021) Term Loan B due June 2027 545 (7) (1) 537 7.75% Senior Notes due October 2027 440 (4) — 436 8.375% Senior Notes due September 2028 350 (5) — 345 5.375% Senior Notes due September 2029 700 (6) 25 719 5.375% Senior Notes due March 2030 1,200 (17) — 1,183 4.75% Senior Notes due February 2032 1,150 (17) — 1,133 Total long-term debt $ 5,234 $ (57) $ 24 $ 5,201 Total debt $ 5,440 $ (57) $ 24 $ 5,407 (1) The Term Loan requires quarterly principal repayments of $1.375 million, subject to adjustment for voluntary prepayments, beginning in March 2022. (2) At June 30, 2022 and December 31, 2021, unamortized issuance expense of $19 million and $10 million, respectively, associated with the 2022 credit facility (as defined below) was classified as other long-term assets on the consolidated balance sheets. (3) 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 |
Schedule of Maturities of Long-term Debt | The following is a summary of scheduled debt maturities by year as of June 30, 2022 and includes the quarterly Term Loan principal repayments of $1.375 million, subject to adjustment for voluntary prepayments, beginning in March 2022: (in millions) 2022 $ 2 2023 6 2024 5 2025 395 2026 5 Thereafter 4,704 $ 5,117 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Obligation under Transportation Agreements | As of June 30, 2022, future payments under non-cancelable firm transportation and gathering agreements were as follows: Payments Due by Period (in millions) Total Less than 1 1 to 3 Years 3 to 5 Years 5 to 8 Years More than 8 Infrastructure currently in service $ 9,147 $ 980 $ 1,970 $ 1,736 $ 2,040 $ 2,421 Pending regulatory approval and/or construction (1) 857 12 128 162 243 312 Total transportation charges $ 10,004 $ 992 $ 2,098 $ 1,898 $ 2,283 $ 2,733 (1) Based on estimated in-service dates as of June 30, 2022. |
Pension Plan and Other Postre_2
Pension Plan and Other Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefit Costs | Net periodic pension costs include the following components for the three and six months ended June 30, 2022 and 2021: Consolidated Statements of For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Service cost General and administrative expenses $ — $ — $ — $ — Interest cost Other Income (Loss), Net 1 1 2 2 Expected return on plan assets Other Income (Loss), Net — (2) — (3) Amortization of prior service cost Other Income (Loss), Net (1) — (1) — Settlement loss Other Income (Loss), Net — 1 — 1 Net periodic benefit cost $ — $ — $ 1 $ — |
Long-term Incentive Compensat_2
Long-term Incentive Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Long-term incentive compensation – expensed $ 7 $ 11 $ 18 $ 24 Long-term incentive compensation – capitalized $ 4 $ 7 $ 11 $ 12 |
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 six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Equity-classified awards – expensed $ 2 $ 2 $ 3 $ 2 Equity-classified awards – capitalized $ — $ — $ — $ — |
Summary of Equity-Classified Stock Option Activity | The following table summarizes equity-classified stock option activity for the six months ended June 30, 2022 and provides information for options outstanding and options exercisable as of June 30, 2022: Number Weighted Average (in thousands) Outstanding at December 31, 2021 3,006 $ 8.98 Granted — $ — Exercised (893) $ 7.80 Forfeited or expired (152) $ 26.35 Outstanding at June 30, 2022 1,961 $ 8.17 Exercisable at June 30, 2022 1,961 $ 8.17 |
Summary of Equity-Classified Restricted Stock Activity | The following table summarizes equity-classified restricted stock activity for the six months ended June 30, 2022 and provides information for unvested shares as of June 30, 2022: Number Weighted Average (in thousands) Unvested shares at December 31, 2021 242 $ 5.12 Granted 231 $ 6.92 Vested (262) $ 6.15 Forfeited — $ — Unvested shares at June 30, 2022 211 $ 5.81 |
Summary of Equity-Classified Restricted and Performance Stock Units Activity | The following table summarizes equity-classified restricted stock units for the six months ended June 30, 2022 and provides information for unvested units as of June 30, 2022. Number Weighted Average (in thousands) Unvested units at December 31, 2021 37 $ 3.05 Granted 1,699 $ 4.45 Vested (22) $ 3.05 Forfeited (22) $ 4.31 Unvested units at June 30, 2022 1,692 $ 4.44 Number Weighted Average (in thousands) Unvested units at December 31, 2021 — $ — Granted 850 $ 6.04 Vested — $ — Forfeited (10) $ 6.04 Unvested units at June 30, 2022 840 $ 6.04 |
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 six months ended June 30, 2022: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Liability-classified stock-based compensation cost – expensed $ 4 $ 7 $ 12 $ 20 Liability-classified stock-based compensation cost – capitalized $ 2 $ 5 $ 8 $ 10 |
Summary of Liability-Classified Restricted Stock Unit Activity | Number Weighted Average (in thousands) Unvested units at December 31, 2021 7,937 $ 4.08 Granted — $ — Vested (3,815) $ 4.48 Forfeited (41) $ 7.58 Unvested units at June 30, 2022 4,081 $ 5.12 |
Summary of Liability-Classified Performance Unit Activity | Number Weighted Average (in thousands) Unvested units at December 31, 2021 9,515 $ 2.88 Granted 3,798 $ 1.00 Vested (1) (1,910) $ 6.45 Forfeited (95) $ 7.35 Unvested units at June 30, 2022 11,308 $ 2.35 (1) The 2019 Performance Unit Awards were treated as liability classified awards given the ability to settle in cash or stock. Upon vesting in February 2022, the determination was made to settle in stock. |
Schedule of Performance Cash Award Compensation Costs | The Company recognized the following amounts in performance cash award compensation costs for the three and six months ended June 30, 2022 and 2021: For the three months ended June 30, For the six months ended June 30, (in millions) 2022 2021 2022 2021 Performance cash awards – expensed $ 1 $ 2 $ 3 $ 2 Performance cash awards – capitalized $ 2 $ 2 $ 3 $ 2 |
Summary of Performance Cash Awards Activity | Number Weighted Average Fair Value (in thousands) Unvested units at December 31, 2021 28,272 $ 1.00 Granted 24,416 $ 1.00 Vested (8,650) $ 1.00 Forfeited (1,942) $ 1.00 Unvested units at June 30, 2022 42,096 $ 1.00 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 2021 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 June 30, 2022 (in millions) Revenues from external customers $ 2,931 $ 1,207 $ — $ 4,138 Intersegment revenues (2) 2,816 — 2,814 Depreciation, depletion and amortization expense 286 2 — 288 Operating income 2,120 (1) 11 — 2,131 Interest expense (2) 48 — — 48 Loss on derivatives (879) — — (879) Loss on extinguishment of debt — — (4) (4) Other loss, net — (1) — (1) Provision for income taxes (2) 26 — — 26 Assets 11,115 (3) 1,664 153 12,932 Capital investments (4) 585 — — 585 Three months ended June 30, 2021 Revenues from external customers $ 718 $ 332 $ — $ 1,050 Intersegment revenues (14) 651 — 637 Depreciation, depletion and amortization expense 97 3 — 100 Operating income 286 (1) 7 — 293 Interest expense (2) 30 — — 30 Gain (Loss) on derivatives (872) — 1 (871) Other loss, net (1) — — (1) Assets 4,870 (3) 408 116 5,394 Capital investments (4) 259 — — 259 Exploration and Production Marketing Other Total Six months ended June 30, 2022 (in millions) Revenues from external customers $ 5,008 $ 2,073 $ — $ 7,081 Intersegment revenues (5) 4,705 — 4,700 Depreciation, depletion and amortization expense 560 3 — 563 Operating income 3,398 (1) 32 — 3,430 Interest expense (2) 89 — — 89 Loss on derivatives (4,804) — (2) (4,806) Loss on extinguishment of debt — — (6) (6) Other income, net — (1) — (1) Provision for income taxes (2) 30 — — 30 Assets 11,115 (3) 1,664 153 12,932 Capital investments (4) 1,129 — — 1,129 Six months ended June 30, 2021 Revenues from external customers $ 1,437 $ 685 $ — $ 2,122 Intersegment revenues (28) 1,295 — 1,267 Depreciation, depletion and amortization expense 191 5 — 196 Operating income 581 (1) 13 — 594 Interest expense (2) 61 — — 61 Gain (Loss) on derivatives (1,063) — 1 (1,062) Assets 4,870 (3) 408 116 5,394 Capital investments (4) 525 — — 525 (1) Operating income for the E&P segment includes $1 million and $7 million of restructuring charges for the three and six months ended June 30, 2021, respectively. The E&P segment operating income also includes $2 million and $3 million of merger-related expenses for the three months ended June 30, 2022 and 2021, respectively, and $27 million and $4 million for the six months ended June 30, 2022 and 2021, respectively. (2) Interest expense and provision (benefit) for income taxes by segment is an allocation of corporate amounts as they are incurred at the corporate level. (3) E&P assets includes office, technology, water infrastructure, drilling rigs and other ancillary equipment not directly related to natural gas and oil properties. (4) Capital investments include an increase of $34 million for the three months ended June 30, 2022 and a decrease of $9 million for the three months ended June 30, 2021 and increases of $77 million and $29 million for the six months ended June 30, 2022 and 2021, respectively, relating to the change in accrued expenditures between periods. The following table presents the breakout of other assets, which represent corporate assets not allocated to segments and assets for non-reportable segments at June 30, 2022 and 2021: As of June 30, (in millions) 2022 2021 Cash and cash equivalents $ 50 $ 2 Accounts receivable 1 3 Prepayments 11 15 Property, plant and equipment 9 14 Unamortized debt expense 19 11 Right-of-use lease assets 60 67 Non-qualified retirement plan 3 4 $ 153 $ 116 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2021 | Sep. 01, 2021 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 30, 2021 | |
Business Acquisition [Line Items] | ||||||||
Total operating revenues | $ 4,138 | $ 1,050 | $ 7,081 | $ 2,122 | ||||
Operating income | 2,131 | $ 293 | 3,430 | $ 594 | ||||
Long-term debt | $ 5,407 | 5,086 | 5,086 | |||||
Obligation under transportation agreements | $ 10,004 | $ 10,004 | ||||||
Contractual commitments payments, term (in years) | 12 months | |||||||
Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Contractual commitments payments, term (in years) | 12 months | |||||||
5.375% Senior Notes due February 2029 | Senior Notes | ||||||||
Business Acquisition [Line Items] | ||||||||
Stated interest rate | 5.375% | 5.375% | 5.375% | 5.375% | ||||
Long-term debt | $ 700 | $ 700 | ||||||
Indigo Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Obligation under transportation agreements | $ 33 | $ 33 | ||||||
Liability for the estimated future payments | 17 | 17 | ||||||
Purchase or volume commitments with gathering fresh water and sand | ||||||||
Business Acquisition [Line Items] | ||||||||
Obligation under transportation agreements | 33 | 33 | ||||||
Haynesville | ||||||||
Business Acquisition [Line Items] | ||||||||
Total operating revenues | 1,153 | 1,906 | ||||||
Operating income | $ 867 | $ 1,349 | ||||||
GEPH Merger | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | 1,269 | |||||||
Cash consideration including post-close adjustments | $ 1,259 | |||||||
Shares of Southwestern common stock issued (in shares) | 99,337,748 | |||||||
Value of Southwestern's stock issued as consideration | $ 463 | |||||||
NYSE closing price per share of Southwestern common shares (in dollars per share) | $ 4.66 | |||||||
Revolving credit facility | $ 81 | |||||||
Evaluated oil and gas properties | 1,783 | |||||||
Unevaluated oil and gas properties (1) | 61 | |||||||
Other property, plant and equipment | $ 2 | |||||||
Indigo Natural Resources, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 373 | |||||||
Shares of Southwestern common stock issued (in shares) | 337,827,171 | 337,827,171 | ||||||
Value of Southwestern's stock issued as consideration | $ 1,588 | |||||||
NYSE closing price per share of Southwestern common shares (in dollars per share) | $ 4.70 | |||||||
Revolving credit facility | $ 95 | |||||||
Evaluated oil and gas properties | 2,724 | |||||||
Unevaluated oil and gas properties (1) | 697 | |||||||
Other property, plant and equipment | 4 | |||||||
Senior unsecured notes | 726 | |||||||
Indigo Natural Resources, LLC | 5.375% Senior Notes due February 2029 | Senior Notes | ||||||||
Business Acquisition [Line Items] | ||||||||
Senior note assumed in merger agreement | $ 700 | |||||||
Stated interest rate | 5.375% |
Acquisitions (Schedule of Consi
Acquisitions (Schedule of Consideration Paid to Equity Holders of GEPH) (Details) - GEPH Merger $ / shares in Units, $ in Millions | Dec. 31, 2021 USD ($) $ / shares shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Shares of Southwestern common stock issued (in shares) | shares | 99,337,748 |
NYSE closing price per share of Southwestern common shares (in dollars per share) | $ / shares | $ 4.66 |
Value of Southwestern's stock issued as consideration | $ 463 |
Cash consideration including post-close adjustments | 1,259 |
Total consideration | 1,722 |
Customary post-close cash consideration, adjustment | $ (10) |
Acquisitions (Schedule of the A
Acquisitions (Schedule of the Allocation of Purchase Price of GEPH) (Details) - GEPH Merger - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Consideration: | ||
Total consideration | $ 1,722 | |
Fair Value of Assets Acquired: | ||
Cash and cash equivalents | 11 | |
Accounts receivable | 171 | |
Other current assets | 1 | |
Commodity derivative assets | 56 | |
Evaluated oil and gas properties | 1,783 | |
Unevaluated oil and gas properties (1) | 61 | |
Other property, plant and equipment | 2 | |
Other long-term assets | 3 | |
Total assets acquired | 2,088 | |
Fair Value of Liabilities Assumed: | ||
Accounts payable (1) | 175 | |
Other current liabilities | 1 | |
Derivative liabilities | 75 | |
Revolving credit facility | 81 | |
Asset retirement obligations | 24 | |
Other noncurrent liabilities | 10 | |
Total liabilities assumed | 366 | |
Net Assets Acquired and Liabilities Assumed | $ 1,722 | |
Purchase price adjustment | $ 2 | |
Other Current Assets | ||
Fair Value of Liabilities Assumed: | ||
Purchase price adjustment | 2 | |
Accounts Payable | ||
Fair Value of Liabilities Assumed: | ||
Purchase price adjustment | 5 | |
Other Noncurrent Liabilities | ||
Fair Value of Liabilities Assumed: | ||
Purchase price adjustment | $ 5 |
Acquisitions (Schedule of Con_2
Acquisitions (Schedule of Consideration Paid to Equity Holders of Indigo) (Details) - Indigo Natural Resources, LLC - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Sep. 01, 2021 | Sep. 30, 2021 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Shares of Southwestern common stock issued (in shares) | 337,827,171 | 337,827,171 |
NYSE closing price per share of Southwestern common shares (in dollars per share) | $ 4.70 | |
Value of Southwestern's stock issued as consideration | $ 1,588 | |
Cash consideration | 373 | |
Total consideration | $ 1,961 |
Acquisitions (Schedule of the_2
Acquisitions (Schedule of the Allocation of Purchase Price of Indigo) (Details) - Indigo Natural Resources, LLC - USD ($) $ in Millions | 6 Months Ended | |
Sep. 01, 2021 | Jun. 30, 2022 | |
Consideration: | ||
Total consideration | $ 1,961 | |
Fair Value of Assets Acquired: | ||
Cash and cash equivalents | 55 | |
Accounts receivable | 192 | |
Other current assets | 2 | |
Commodity derivative assets | 2 | |
Evaluated oil and gas properties | 2,724 | |
Unevaluated oil and gas properties (1) | 697 | |
Other property, plant and equipment | 4 | |
Other long-term assets | 27 | |
Total assets acquired | 3,703 | |
Fair Value of Liabilities Assumed: | ||
Accounts payable (1) | 287 | |
Other current liabilities | 55 | |
Derivative liabilities | 501 | |
Revolving credit facility | 95 | |
Senior unsecured notes | 726 | |
Asset retirement obligations | 8 | |
Other noncurrent liabilities | 70 | |
Total liabilities assumed | 1,742 | |
Net Assets Acquired and Liabilities Assumed | $ 1,961 | |
Purchase price adjustment | $ 13 |
Acquisitions (Schedule of Merge
Acquisitions (Schedule of Merger Related Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Transition services | $ 18 | $ 0 | ||
Professional fees (bank, legal, consulting) | $ 0 | $ 3 | 1 | 3 |
Contract buyouts, terminations and transfers | 1 | 0 | 3 | 0 |
Due diligence and environmental | 1 | 0 | 2 | 0 |
Employee-related | 1 | 1 | ||
Other | 2 | 0 | ||
Merger-related expenses | 2 | 3 | 27 | 4 |
Indigo Natural Resources, LLC | ||||
Business Acquisition [Line Items] | ||||
Transition services | 0 | 0 | ||
Professional fees (bank, legal, consulting) | 0 | 2 | 0 | 2 |
Contract buyouts, terminations and transfers | 1 | 0 | 1 | 0 |
Due diligence and environmental | 0 | 0 | 1 | 0 |
Employee-related | 0 | 0 | ||
Other | 0 | 0 | ||
Merger-related expenses | 1 | 2 | 2 | 2 |
GEPH Merger | ||||
Business Acquisition [Line Items] | ||||
Transition services | 18 | |||
Professional fees (bank, legal, consulting) | 0 | 1 | ||
Contract buyouts, terminations and transfers | 0 | 2 | ||
Due diligence and environmental | 1 | 1 | ||
Employee-related | 1 | |||
Other | 2 | |||
Merger-related expenses | $ 1 | $ 25 | ||
Montage Resources Corporation | ||||
Business Acquisition [Line Items] | ||||
Transition services | 0 | |||
Professional fees (bank, legal, consulting) | 1 | 1 | ||
Contract buyouts, terminations and transfers | 0 | 0 | ||
Due diligence and environmental | 0 | 0 | ||
Employee-related | 1 | |||
Other | 0 | |||
Merger-related expenses | $ 1 | $ 2 |
Acquisitions (Schedule of Pro F
Acquisitions (Schedule of Pro Forma) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||
Net loss attributable to common stock per share – basic (in dollars per share) | $ (0.79) | $ (0.76) |
Net loss attributable to common stock per share – diluted (in dollars per share) | $ (0.79) | $ (0.76) |
Indigo Natural Resources, LLC and GEPH Merger | ||
Business Acquisition [Line Items] | ||
Revenues | $ 1,476 | $ 2,947 |
Net loss attributable to common stock | $ (875) | $ (845) |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Severance (including payroll taxes) | $ 1 | $ 1 | ||
Workforce Reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance (including payroll taxes) | $ 0 | $ 1 | $ 0 | $ 7 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Contract asset associated with revenues from contracts with customers | $ 0 | |
Contract with customer, asset, allowance for credit loss, recovery | (1,000,000) | $ (1,000,000) |
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 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation of Revenue by Segment) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 4,138 | $ 1,050 | $ 7,081 | $ 2,122 |
E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,931 | 718 | 5,008 | 1,437 |
Marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 1,207 | 332 | 2,073 | 685 |
Operating Segments | E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,929 | 704 | 5,003 | 1,409 |
Operating Segments | Marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 4,023 | 983 | 6,778 | 1,980 |
Intersegment Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,814 | 637 | 4,700 | 1,267 |
Intersegment Revenues | E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | (2) | (14) | (5) | (28) |
Intersegment Revenues | Marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,816 | 651 | 4,705 | 1,295 |
Gas sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,485 | 433 | 4,177 | 897 |
Gas sales | Operating Segments | E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,485 | 421 | 4,175 | 872 |
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 | 0 | 12 | 2 | 25 |
Oil sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 138 | 106 | 249 | 187 |
Oil sales | Operating Segments | E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 136 | 105 | 246 | 185 |
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 | 2 | 1 | 3 | 2 |
NGL sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 310 | 179 | 582 | 352 |
NGL sales | Operating Segments | E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 310 | 178 | 582 | 351 |
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 | 0 | 1 | 0 | 1 |
Marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 1,207 | 332 | 2,073 | 684 |
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 | 4,023 | 983 | 6,778 | 1,979 |
Marketing | Intersegment Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,816 | 651 | 4,705 | 1,295 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | (2) | $ 0 | $ 0 | 2 |
Other | Operating Segments | E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | (2) | 1 | ||
Other | Operating Segments | Marketing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 0 | 1 | ||
Other | Intersegment Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 0 | $ 0 |
Revenue Recognition (Disaggre_2
Revenue Recognition (Disaggregation of Revenue on Geographic Basis) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 4,138 | $ 1,050 | $ 7,081 | $ 2,122 |
E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,931 | 718 | 5,008 | 1,437 |
Operating Segments | E&P | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 2,929 | 704 | 5,003 | 1,409 |
Operating Segments | E&P | Appalachia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 1,776 | 704 | 3,097 | 1,408 |
Operating Segments | E&P | Haynesville | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | 1,153 | 0 | 1,906 | 0 |
Operating Segments | E&P | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total operating revenues | $ 0 | $ 0 | $ 0 | $ 1 |
Revenue Recognition (Reconcilia
Revenue Recognition (Reconciliation of Accounts Receivable) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Receivables from contracts with customers | $ 1,692 | $ 1,085 |
Other accounts receivable | 89 | 75 |
Total accounts receivable | $ 1,781 | $ 1,160 |
Cash and Cash Equivalents (Summ
Cash and Cash Equivalents (Summary of Cash and Cash Equivalents) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 50 | $ 28 |
Marketable securities | 0 | 0 |
Total | $ 50 | $ 28 |
Natural Gas and Oil Propertie_2
Natural Gas and Oil Properties (Narrative) (Details) | 6 Months Ended | |
Jun. 30, 2022 derivative_position $ / bbl $ / MMBTU | Jun. 30, 2021 $ / bbl $ / MMBTU | |
Natural Gas and Oil Properties [Line Items] | ||
Natural gas, oil and NGL reserves discount | 10% | |
Period of time needed to calculate ceiling value of reserves | 12 months | |
Number of hedge positions designated for hedge accounting | derivative_position | 0 | |
Natural Gas | ||
Natural Gas and Oil Properties [Line Items] | ||
Full cost ceiling test, price per MMBtu (in dollars per MMBtu) | $ / MMBTU | 5.13 | 2.43 |
Oil | ||
Natural Gas and Oil Properties [Line Items] | ||
Full cost ceiling test, price per barrel (in dollars per bbl) | 85.78 | 49.78 |
NGL | ||
Natural Gas and Oil Properties [Line Items] | ||
Full cost ceiling test, price per barrel (in dollars per bbl) | 36.96 | 17.06 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||||
Dec. 31, 2021 | Sep. 01, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Stock repurchase program, number of shares authorized to be repurchased | 2,800,000 | 2,800,000 | ||||
Stock repurchase program, shares repurchase, average price per share | $ 7.10 | |||||
Purchase of treasury stock | $ (20) | $ 0 | ||||
GEPH Merger | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Shares of Southwestern common stock issued (in shares) | 99,337,748 | |||||
Value of Southwestern's stock issued as consideration | $ 463 | |||||
NYSE closing price per share of Southwestern common shares (in dollars per share) | $ 4.66 | |||||
Indigo Natural Resources, LLC | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Shares of Southwestern common stock issued (in shares) | 337,827,171 | 337,827,171 | ||||
Value of Southwestern's stock issued as consideration | $ 1,588 | |||||
NYSE closing price per share of Southwestern common shares (in dollars per share) | $ 4.70 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income (loss) | $ 1,173 | $ (2,675) | $ (609) | $ 80 | $ (1,502) | $ (529) |
Number of common shares: | ||||||
Weighted average outstanding (in shares) | 1,116,175,758 | 676,722,999 | 1,115,456,855 | 676,057,534 | ||
Weighted average and potential dilutive outstanding (in shares) | 1,118,244,778 | 676,722,999 | 1,115,456,855 | 676,057,534 | ||
Earnings (loss) per common share | ||||||
Basic (in dollars per share) | $ 1.05 | $ (0.90) | $ (1.35) | $ (0.78) | ||
Diluted (in dollars per share) | $ 1.05 | $ (0.90) | $ (1.35) | $ (0.78) | ||
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 (in shares) | 755,235 | 0 | 0 | 0 | ||
Restricted units | ||||||
Number of common shares: | ||||||
Effect of issuance of non-vested restricted common stock (in shares) | 1,226,632 | 0 | 0 | 0 | ||
Performance units | ||||||
Number of common shares: | ||||||
Effect of issuance of non-vested performance units (in shares) | 87,153 | 0 | 0 | 0 |
Earnings Per Share (Schedule _2
Earnings Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,329,646 | 10,205,074 | 6,859,001 | 11,564,241 |
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) | 2,502,614 | 3,733,971 | 2,724,319 | 3,764,362 |
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) | 40,971 | 721,633 | 783,729 | 805,791 |
Restricted units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 786,061 | 2,917,427 | 2,127,795 | 4,059,473 |
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 | 2,832,043 | 1,223,158 | 2,934,615 |
Derivatives and Risk Manageme_3
Derivatives and Risk Management (Schedule of Derivative Instruments Notional Amount, Weighted Average Contract Prices and Fair Value) (Details) - Not Designated as Hedging Instrument bbl in Thousands, Mcf in Millions, $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / bbl $ / MMBTU Mcf bbl | |
Financial protection on production - 2022 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 648 |
Fair value | $ (1,734) |
Financial protection on production - 2022 | Oil | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 2,313 |
Fair value | $ (102) |
Financial protection on production - 2022 | Propane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 3,227 |
Fair value | $ (65) |
Fixed Price Swaps - 2022 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 417 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3.04 |
Fair value | $ (1,090) |
Fixed Price Swaps - 2022 | Oil | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 1,622 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 53.11 |
Fair value | $ (73) |
Fixed Price Swaps - 2022 | Ethane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 2,782 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 11.35 |
Fair value | $ (29) |
Fixed Price Swaps - 2022 | Propane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 3,073 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 31.22 |
Fair value | $ (62) |
Fixed Price Swaps - 2022 | Normal Butane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 929 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 36.22 |
Fair value | $ (23) |
Fixed Price Swaps - 2022 | Natural Gasoline | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 1,001 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 55.78 |
Fair value | $ (28) |
Two Way Costless Collars - 2022 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 47 |
Fair value | $ (132) |
Two Way Costless Collars - 2022 Sold Calls | Natural Gas | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.91 |
Three-Way Costless Collars - 2022 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 184 |
Fair value | $ (512) |
Three-Way Costless Collars - 2022 | Oil | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 691 |
Fair value | $ (29) |
Three-Way Costless Collars - 2022 | Propane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 154 |
Fair value | $ (3) |
Three-way Costless Collars - 2022 Sold Calls | Natural Gas | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.88 |
Three-way Costless Collars - 2022 Sold Calls | Oil | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / bbl | 56.99 |
Three-way Costless Collars - 2022 Sold Calls | Propane | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / bbl | 31.92 |
Financial protection on production- 2023 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 938 |
Fair value | $ (1,450) |
Financial protection on production- 2023 | Oil | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 2,183 |
Fair value | $ (65) |
Fixed Price Swaps - 2023 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 504 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3.08 |
Fair value | $ (788) |
Fixed Price Swaps - 2023 | Oil | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 915 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 58.11 |
Fair value | $ (25) |
Fixed Price Swaps - 2023 | Ethane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 1,308 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 11.91 |
Fair value | $ (6) |
Fixed Price Swaps - 2023 | Propane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 1,286 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 38.04 |
Fair value | $ (8) |
Fixed Price Swaps - 2023 | Normal Butane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 347 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 41.24 |
Fair value | $ (3) |
Fixed Price Swaps - 2023 | Natural Gasoline | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 359 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 66 |
Fair value | $ (5) |
Two Way Costless Collars - 2023 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 219 |
Fair value | $ (269) |
Two Way Costless Collars - 2023 Sold Calls | Natural Gas | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3.55 |
Three Way Costless Collars - 2023 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 215 |
Fair value | $ (393) |
Three Way Costless Collars - 2023 | Oil | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 1,268 |
Fair value | $ (40) |
Three Way Costless Collars - 2023 Sold Calls | Natural Gas | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3 |
Three Way Costless Collars - 2023 Sold Calls | Oil | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / bbl | 56.12 |
Financial protection on production - 2024 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 279 |
Fair value | $ (362) |
Fixed Price Swaps - 2024 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 224 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.96 |
Fair value | $ (304) |
Fixed Price Swaps - 2024 | Oil | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 749 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 70.63 |
Fair value | $ (5) |
Fixed Price Swaps - 2024 | Propane | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 73 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 42.32 |
Fair value | $ 0 |
Two Way Costless Collars - 2024 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 44 |
Fair value | $ (42) |
Two Way Costless Collars - 2024 Sold Calls | Natural Gas | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3.53 |
Three Way Costless Collars - 2024 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 11 |
Fair value | $ (16) |
Three Way Costless Collars - 2024 Sold Calls | Natural Gas | |
Derivative [Line Items] | |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3.54 |
Fixed Price Swaps - 2025 | Oil | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | bbl | 41 |
Weighted average price (in dollars per MMBtu, Bbl) | $ / bbl | 77.66 |
Fair value | $ 0 |
Basis Swaps | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 518 |
Fair value | $ 76 |
Basis Swaps - 2022 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 182 |
Basis differential per MMBtu | $ / MMBTU | (0.53) |
Fair value | $ 50 |
Basis Swap - 2023 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 281 |
Basis differential per MMBtu | $ / MMBTU | (0.50) |
Fair value | $ 6 |
Basis Swap - 2024 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 46 |
Basis differential per MMBtu | $ / MMBTU | (0.71) |
Fair value | $ 16 |
Basis Swap - 2025 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 9 |
Basis differential per MMBtu | $ / MMBTU | (0.64) |
Fair value | $ 4 |
Call options | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 97 |
Fair value | $ (215) |
Call Options - 2022 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 42 |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3.01 |
Fair value | $ (112) |
Call Options - 2023 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 46 |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.94 |
Fair value | $ (85) |
Call Options - 2024 | Natural Gas | |
Derivative [Line Items] | |
Volume (Bcf, MBbls) | Mcf | 9 |
Cap price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3 |
Fair value | $ (18) |
Sold Puts | Three-Way Costless Collars - 2022 Sold Puts | Natural Gas | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.03 |
Sold Puts | Three-Way Costless Collars - 2022 Sold Puts | Oil | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / bbl | 39.80 |
Sold Puts | Three-Way Costless Collars - 2022 Sold Puts | Propane | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / bbl | 16.80 |
Sold Puts | Three Way Costless Collars - 2023 Sold Puts | Natural Gas | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.09 |
Sold Puts | Three Way Costless Collars - 2023 Sold Puts | Oil | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / bbl | 33.97 |
Sold Puts | Three Way Costless Collars - 2024 Sold Puts | Natural Gas | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.25 |
Purchased Puts | Two Way Costless Collars - 2022 Purchased Puts | Natural Gas | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.52 |
Purchased Puts | Three Way Costless Collars - 2022 Purchased Puts | Natural Gas | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.48 |
Purchased Puts | Three Way Costless Collars - 2022 Purchased Puts | Oil | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / bbl | 50.13 |
Purchased Puts | Three Way Costless Collars - 2022 Purchased Puts | Propane | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / bbl | 21 |
Purchased Puts | Two Way Costless Collars - 2023 Purchased Puts | Natural Gas | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU | 3.03 |
Purchased Puts | Three Way Costless Collars - 2023 Purchased Puts | Natural Gas | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.54 |
Purchased Puts | Three Way Costless Collars - 2023 Purchased Puts | Oil | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / bbl | 45.51 |
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 | Three Way Costless Collars - 2024 Purchased Puts | Natural Gas | |
Derivative [Line Items] | |
Floor price (in dollars per MMBtu, Bbl) | $ / MMBTU | 2.80 |
Derivatives and Risk Manageme_4
Derivatives and Risk Management (Narrative) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Fair value of net derivative liability position decrease | $ 12 | $ 3 |
Commodities | ||
Derivative [Line Items] | ||
Derivative liability | $ 4,012 |
Derivatives and Risk Manageme_5
Derivatives and Risk Management (Balance Sheet Classification of Derivative Financial Instruments) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Net current derivative liabilities | $ (3,007) | $ (1,098) |
Net long-term derivative liabilities | (1,017) | (407) |
Non-performance risk adjustment | 12 | 3 |
Derivative instruments, net | (4,012) | (1,502) |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 252 | 411 |
Derivative liabilities | 4,276 | 1,916 |
Not Designated as Hedging Instrument | Interest rate swaps | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 2 |
Natural Gas | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 79 |
Natural Gas | Not Designated as Hedging Instrument | Fixed price swaps | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 64 |
Natural Gas | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 1,532 | 565 |
Natural Gas | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 650 | 246 |
Natural Gas | Not Designated as Hedging Instrument | Two-way costless collars | Derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 20 | 9 |
Natural Gas | Not Designated as Hedging Instrument | Two-way costless collars | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 31 | 100 |
Natural Gas | Not Designated as Hedging Instrument | Two-way costless collars | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 291 | 104 |
Natural Gas | Not Designated as Hedging Instrument | Two-way costless collars | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 203 | 115 |
Natural Gas | Not Designated as Hedging Instrument | Three-way costless collars | Derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 11 | 12 |
Natural Gas | Not Designated as Hedging Instrument | Three-way costless collars | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 10 | 37 |
Natural Gas | Not Designated as Hedging Instrument | Three-way costless collars | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 760 | 298 |
Natural Gas | Not Designated as Hedging Instrument | Three-way costless collars | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 182 | 178 |
Natural Gas | Not Designated as Hedging Instrument | Basis swaps | Derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 91 | 77 |
Natural Gas | Not Designated as Hedging Instrument | Basis swaps | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 88 | 22 |
Natural Gas | Not Designated as Hedging Instrument | Basis swaps | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 95 | 9 |
Natural Gas | Not Designated as Hedging Instrument | Basis swaps | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 8 | 22 |
Natural Gas | Not Designated as Hedging Instrument | Call options | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 154 | 67 |
Natural Gas | Not Designated as Hedging Instrument | Call options | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 61 | 42 |
Ethane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 2 |
Ethane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 33 | 10 |
Ethane | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 2 | 0 |
Ethane | Not Designated as Hedging Instrument | Two-way costless collars | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 0 | 1 |
Propane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 2 |
Propane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 67 | 78 |
Propane | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 3 | 1 |
Propane | Not Designated as Hedging Instrument | Three-way costless collars | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 3 | 4 |
Normal Butane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 1 |
Normal Butane | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 25 | 27 |
Normal Butane | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 1 | 0 |
Oil | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 86 | 60 |
Oil | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 17 | 9 |
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 | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 1 | 3 |
Oil | Not Designated as Hedging Instrument | Three-way costless collars | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 52 | 24 |
Oil | Not Designated as Hedging Instrument | Three-way costless collars | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 18 | 21 |
Natural Gas Storage | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 0 | 1 |
Natural Gasoline | Not Designated as Hedging Instrument | Fixed price swaps | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 31 | 33 |
Natural Gasoline | Not Designated as Hedging Instrument | Fixed price swaps | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 2 | $ 1 |
Derivatives and Risk Manageme_6
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | $ 718 | $ (772) | $ (2,519) | $ (941) |
Total loss on settled derivatives | (1,601) | (99) | (2,296) | (121) |
Non-performance risk adjustment | 4 | 0 | 9 | 0 |
Total loss on derivatives | (879) | (871) | (4,806) | (1,062) |
Fixed price swaps | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 339 | (221) | (1,514) | (243) |
Total loss on settled derivatives | (870) | (6) | (1,167) | (1) |
Fixed price swaps | Oil | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 19 | (41) | (34) | (81) |
Total loss on settled derivatives | (41) | (28) | (74) | (45) |
Fixed price swaps | Ethane | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | (6) | (11) | (27) | (13) |
Total loss on settled derivatives | (19) | (6) | (27) | (10) |
Fixed price swaps | Propane | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 56 | (43) | 7 | (88) |
Total loss on settled derivatives | (34) | (30) | (75) | (60) |
Fixed price swaps | Normal Butane | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 20 | (19) | 0 | (34) |
Total loss on settled derivatives | (12) | (9) | (26) | (16) |
Fixed price swaps | Natural Gasoline | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 29 | (11) | 1 | (31) |
Total loss on settled derivatives | (17) | (13) | (36) | (22) |
Two-way costless collars | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 9 | (148) | (333) | (160) |
Total loss on settled derivatives | (130) | (2) | (234) | 0 |
Two-way costless collars | Oil | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 0 | 0 | 0 | (1) |
Total loss on settled derivatives | 0 | (1) | 0 | (2) |
Two-way costless collars | Ethane | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 0 | (1) | 1 | (1) |
Total loss on settled derivatives | 0 | 0 | (1) | 0 |
Three-way costless collars | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 230 | (249) | (494) | (249) |
Total loss on settled derivatives | (396) | (8) | (517) | (7) |
Three-way costless collars | Oil | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 5 | (29) | (28) | (47) |
Total loss on settled derivatives | (18) | (5) | (31) | (6) |
Three-way costless collars | Propane | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 3 | (1) | 1 | (2) |
Total loss on settled derivatives | (1) | 0 | (3) | 0 |
Basis swaps | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | (28) | 44 | 8 | 47 |
Total loss on settled derivatives | 23 | 8 | 24 | 49 |
Call options | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 43 | (40) | (106) | (37) |
Total loss on settled derivatives | (87) | 0 | (126) | 0 |
Call options | Oil | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 0 | 0 | 0 | (1) |
Put options | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 0 | 1 | 0 | 1 |
Total loss on settled derivatives | 0 | 0 | 0 | (2) |
Amortization of premium paid | 2 | |||
Swaptions | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 0 | (4) | 0 | (3) |
Purchased fixed price swaps | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 0 | 2 | 0 | 2 |
Total loss on settled derivatives | 1 | 1 | 1 | 1 |
Purchased fixed price swaps | Natural Gas Storage | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | (1) | 1 | 0 | 1 |
Fixed price swaps – storage | Natural Gas Storage | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 0 | (2) | 1 | (2) |
Total loss on settled derivatives | 0 | 0 | (3) | 0 |
Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total gain (loss) on unsettled derivatives | 0 | 0 | (2) | 1 |
Index swap | Natural Gas | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total loss on settled derivatives | $ 0 | $ 0 | $ (1) | $ 0 |
Reclassifications from Accumu_3
Reclassifications from Accumulated Other Comprehensive Income (Loss) (Components of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance beginning | $ (119) | $ 2,547 | $ 586 | $ 497 | $ 2,547 | $ 497 | |
Other comprehensive income | [1] | 0 | 3 | 0 | 3 | ||
Balance ending | 1,043 | (119) | (18) | 586 | 1,043 | (18) | |
Accumulated other comprehensive income | 1,173 | (2,675) | (609) | 80 | (1,502) | (529) | |
Total | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance beginning | (25) | (25) | (38) | (38) | (25) | (38) | |
Other comprehensive income before reclassifications | 0 | ||||||
Amounts reclassified from other comprehensive income | 0 | ||||||
Other comprehensive income | 0 | 3 | 0 | ||||
Balance ending | (25) | (25) | $ (35) | $ (38) | (25) | $ (35) | |
Pension and Other Postretirement | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance beginning | (11) | (11) | |||||
Other comprehensive income before reclassifications | 0 | ||||||
Amounts reclassified from other comprehensive income | 0 | ||||||
Other comprehensive income | 0 | ||||||
Balance ending | (11) | (11) | |||||
Pension and Other Postretirement | Reclassification out of Accumulated Other Comprehensive Income | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Accumulated other comprehensive income | 1 | ||||||
Foreign Currency | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance beginning | $ (14) | (14) | |||||
Other comprehensive income before reclassifications | 0 | ||||||
Amounts reclassified from other comprehensive income | 0 | ||||||
Other comprehensive income | 0 | ||||||
Balance ending | $ (14) | $ (14) | |||||
[1]Settlement adjustment was less than $1 million for the three and six months ended June 30, 2022. Settlement adjustment reflects $1 million in tax benefits for the three and six months ended June 30, 2021. |
Fair Value Measurements (Carryi
Fair Value Measurements (Carrying Amount and Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments, net | $ (4,012) | $ (1,502) |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 50 | 28 |
Derivative instruments, net | (4,012) | (1,502) |
Carrying Amount | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 4,164 | 4,430 |
Carrying Amount | Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loan B due 2027 | 547 | 550 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 50 | 28 |
Derivative instruments, net | (4,012) | (1,502) |
Fair Value | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 3,883 | 4,745 |
Fair Value | Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loan B due 2027 | 547 | 550 |
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 (1) | 406 | 460 |
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 (1) | $ 406 | $ 460 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of net derivative liability position decrease | $ 12 | $ 3 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total (1) | $ (4,024) | $ (1,505) |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total (1) | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total (1) | (4,024) | (1,505) |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total (1) | 0 | 0 |
Fixed price swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 148 | |
Derivative liabilities | (2,449) | (1,031) |
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 | |
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 | 148 | |
Derivative liabilities | (2,449) | (1,031) |
Fixed price swaps | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Derivative liabilities | 0 | 0 |
Two-way costless collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 51 | 109 |
Derivative liabilities | (494) | (220) |
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 | 51 | 109 |
Derivative liabilities | (494) | (220) |
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 | 22 | 53 |
Derivative liabilities | (1,015) | (525) |
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 | 22 | 53 |
Derivative liabilities | (1,015) | (525) |
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 | 179 | 99 |
Derivative liabilities | (103) | (31) |
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 | 179 | 99 |
Derivative liabilities | (103) | (31) |
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 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 2 | |
Interest rate swaps | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Interest rate swaps | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 2 | |
Interest rate swaps | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | |
Call options | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (215) | (109) |
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 | (215) | (109) |
Call options | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 0 | $ 0 |
Debt (Components of Debt) (Deta
Debt (Components of Debt) (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||||||||
Mar. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Jan. 06, 2022 | Dec. 31, 2021 | Dec. 22, 2021 | Nov. 30, 2021 | Sep. 01, 2021 | Aug. 30, 2021 | Apr. 07, 2020 | Jul. 31, 2018 | Jan. 31, 2015 | |
Debt Instrument [Line Items] | ||||||||||||
Current portion of long-term debt | $ 5,000 | $ 206,000 | ||||||||||
Total debt | 5,117,000 | 5,440,000 | ||||||||||
Unamortized Issuance Expense | (53,000) | (57,000) | ||||||||||
Unamortized Debt Premium/Discount | 22,000 | 24,000 | ||||||||||
Total long-term debt | 5,081,000 | 5,201,000 | ||||||||||
Total debt | 5,086,000 | 5,407,000 | ||||||||||
Long-term debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | 5,112,000 | 5,234,000 | ||||||||||
Unamortized Issuance Expense | (53,000) | (57,000) | ||||||||||
Unamortized Debt Premium/Discount | 22,000 | 24,000 | ||||||||||
Total long-term debt | $ 5,081,000 | 5,201,000 | ||||||||||
Senior Notes | 4.10% Senior Notes due March 2022 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Current portion of long-term debt | $ 201,000 | |||||||||||
Stated interest rate | 4.10% | 4.10% | 4.10% | |||||||||
Senior Notes | 4.95% Senior Notes due January 2025 (3) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 389,000 | $ 389,000 | ||||||||||
Unamortized Issuance Expense | (1,000) | (1,000) | ||||||||||
Unamortized Debt Premium/Discount | 0 | 0 | ||||||||||
Total long-term debt | $ 388,000 | $ 388,000 | ||||||||||
Stated interest rate | 4.95% | 5.95% | 4.95% | 4.95% | 6.45% | 6.20% | 4.95% | |||||
Senior Notes | 4.95% Senior Notes due January 2025 (3) | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 5.95% | |||||||||||
Senior Notes | 4.95% Senior Notes due January 2025 (3) | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 5.70% | |||||||||||
Senior Notes | 7.75% Senior Notes due October 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 421,000 | $ 440,000 | ||||||||||
Unamortized Issuance Expense | (3,000) | (4,000) | ||||||||||
Unamortized Debt Premium/Discount | 0 | 0 | ||||||||||
Total long-term debt | $ 418,000 | $ 436,000 | ||||||||||
Stated interest rate | 7.75% | 7.75% | ||||||||||
Senior Notes | 8.375% Senior Notes due September 2028 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 304,000 | $ 350,000 | ||||||||||
Unamortized Issuance Expense | (4,000) | (5,000) | ||||||||||
Unamortized Debt Premium/Discount | 0 | 0 | ||||||||||
Total long-term debt | $ 300,000 | $ 345,000 | ||||||||||
Stated interest rate | 8.375% | 8.375% | ||||||||||
Senior Notes | 5.375% Senior Notes due February 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 700,000 | |||||||||||
Unamortized Issuance Expense | (6,000) | |||||||||||
Unamortized Debt Premium/Discount | 23,000 | |||||||||||
Total long-term debt | $ 717,000 | |||||||||||
Total debt | $ 700,000 | $ 700,000 | ||||||||||
Stated interest rate | 5.375% | 5.375% | 5.375% | |||||||||
Senior Notes | 5.375% Senior Notes due September 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 700,000 | |||||||||||
Unamortized Issuance Expense | (6,000) | |||||||||||
Unamortized Debt Premium/Discount | 25,000 | |||||||||||
Total long-term debt | $ 719,000 | |||||||||||
Stated interest rate | 5.375% | |||||||||||
Senior Notes | 5.375% Senior Notes due September 2030 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 1,200,000 | |||||||||||
Unamortized Issuance Expense | (16,000) | |||||||||||
Unamortized Debt Premium/Discount | 0 | |||||||||||
Total long-term debt | $ 1,184,000 | |||||||||||
Stated interest rate | 5.375% | 5.375% | ||||||||||
Senior Notes | 5.375% Senior Notes due March 2030 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 1,200,000 | |||||||||||
Unamortized Issuance Expense | (17,000) | |||||||||||
Unamortized Debt Premium/Discount | 0 | |||||||||||
Total long-term debt | $ 1,183,000 | |||||||||||
Stated interest rate | 5.375% | |||||||||||
Senior Notes | 4.75% Senior Notes due February 2032 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 1,150,000 | $ 1,150,000 | ||||||||||
Unamortized Issuance Expense | (16,000) | (17,000) | ||||||||||
Unamortized Debt Premium/Discount | 0 | 0 | ||||||||||
Total long-term debt | $ 1,134,000 | $ 1,133,000 | ||||||||||
Stated interest rate | 4.75% | 4.75% | 4.75% | |||||||||
Line of Credit | 2022 Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility, variable interest rate | 3.60% | 2.08% | ||||||||||
Line of Credit | 2022 Revolving Credit Facility | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, excluding current maturities, gross | $ 406,000 | $ 460,000 | ||||||||||
Unamortized Issuance Expense | 0 | 0 | ||||||||||
Unamortized Debt Premium/Discount | 0 | 0 | ||||||||||
Total long-term debt | 406,000 | 460,000 | ||||||||||
Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Current portion of long-term debt | 5,000 | |||||||||||
Unamortized Issuance Expense | 0 | |||||||||||
Unamortized Debt Premium/Discount | 0 | |||||||||||
Term Loan | Term Loan Due June 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Current portion of long-term debt | 5,000 | 5,000 | ||||||||||
Debt instrument, excluding current maturities, gross | 542,000 | 545,000 | ||||||||||
Repayments of secured debt | $ 1,375 | |||||||||||
Unamortized Issuance Expense | (7,000) | (7,000) | ||||||||||
Unamortized Debt Premium/Discount | (1,000) | (1,000) | ||||||||||
Total long-term debt | $ 534,000 | $ 537,000 | ||||||||||
Credit facility, variable interest rate | 4.70% | 3% | ||||||||||
Other long-term assets | Line of Credit | 2022 Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized Issuance Expense | $ (19,000) | $ (10,000) |
Debt (Schedule of Debt Maturiti
Debt (Schedule of Debt Maturities) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | $ 2 | |
2023 | 6 | |
2024 | 5 | |
2025 | 395 | |
2026 | 5 | |
Thereafter | 4,704 | |
Total debt | $ 5,117 | $ 5,440 |
Debt (2022 Revolving Credit Fac
Debt (2022 Revolving Credit Facility - Narrative) (Details) | 6 Months Ended | ||||
Aug. 04, 2022 USD ($) | Apr. 08, 2022 USD ($) | Dec. 22, 2021 | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Line of credit facility, expiration period | 5 years | ||||
Subsidiary ownership | 100% | ||||
Long-term debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, excluding current maturities, gross | $ 5,112,000,000 | $ 5,234,000,000 | |||
2022 Revolving Credit Facility | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | ||||
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 | 3,500,000,000 | ||||
Current borrowing base | 2,000,000,000 | ||||
Minimum current ratio | 1 | ||||
Leverage ratio, percentage of credit limit | 10% | ||||
Leverage ratio, amount of credit limit | $ 150,000,000 | ||||
Letters of credit | 109,000,000 | ||||
Debt instrument, excluding current maturities, gross | $ 406,000,000 | $ 460,000,000 | |||
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, increase, net | $ 500,000,000 | ||||
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | On Or After June 30, 2020 | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 4 | ||||
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Basis points | 0.10% | 0.10% | |||
Debt instrument, discount coverage ratio | 9% | ||||
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Eurodollar | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Basis points | 0.10% | ||||
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% | ||||
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Minimum | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Basis points | 1.75% | 1.25% | |||
Revolving Credit Facility | 2022 Revolving Credit Facility | Line of Credit | Minimum | Eurodollar | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Basis points | 2.75% | ||||
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 | Eurodollar | |||||
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 |
Debt (Term Loan Credit Agreemen
Debt (Term Loan Credit Agreement - Narrative) (Details) - Term Loan Due June 2027 - Term Loan - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Secured term loan facility, amount | $ 550,000 | $ 547,000 | ||
Proceeds from loans | $ 542,000 | |||
Repayments of secured debt | $ 1,375 | |||
Basis points | 1.50% | |||
Credit facility, variable interest rate | 3% | 4.70% | ||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis points | 2.20% | |||
Minimum | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis points | 0.50% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis points | 2.50% | 2.50% |
Debt (Senior Notes - Narrative)
Debt (Senior Notes - Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Dec. 22, 2021 | Sep. 01, 2021 | Aug. 30, 2021 | Jan. 31, 2015 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 31, 2022 | Jan. 06, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Apr. 07, 2020 | Jul. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ (4,000,000) | $ 0 | $ (6,000,000) | $ 0 | ||||||||||
Debt instrument, unamortized discount and debt Issuance costs, net | $ 6,000,000 | |||||||||||||
Long-term debt | $ 5,086,000,000 | 5,086,000,000 | $ 5,407,000,000 | |||||||||||
Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term debt | 845,000,000 | 272,000,000 | ||||||||||||
Loss on extinguishment of debt | $ (60,000,000) | $ 6,000,000 | ||||||||||||
Debt instrument, purchase accounting, non-cash fair value adjustment | $ 26,000,000 | |||||||||||||
Senior Notes | LIBOR | ||||||||||||||
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 (3) | Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Senior notes, noncurrent | $ 1,000,000,000 | |||||||||||||
Stated interest rate | 4.95% | 4.95% | 4.95% | 4.95% | 5.95% | 4.95% | 6.45% | 6.20% | ||||||
Repurchased amount | $ 167,000,000 | |||||||||||||
4.95% Senior Notes due January 2025 (3) | Senior Notes | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 5.95% | |||||||||||||
4.95% Senior Notes due January 2025 (3) | Senior Notes | Maximum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 5.70% | |||||||||||||
5.375% Senior Notes due September 2030 | Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Senior notes, noncurrent | $ 1,200,000,000 | |||||||||||||
Stated interest rate | 5.375% | 5.375% | 5.375% | |||||||||||
Proceeds from issuance of long-term debt | $ 1,183,000,000 | |||||||||||||
7.05% Senior Notes Due April 2026 | Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 7.50% | |||||||||||||
Repurchased amount | $ 618,000,000 | |||||||||||||
4.10% Senior Notes due March 2022 | Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 4.10% | 4.10% | 4.10% | 4.10% | ||||||||||
Repurchased amount | $ 6,000,000 | $ 201,000,000 | $ 201,000,000 | |||||||||||
5.375% Senior Notes due February 2029 | Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 5.375% | 5.375% | 5.375% | 5.375% | ||||||||||
Debt instrument, purchase accounting, non-cash fair value adjustment, percentage | 103.766% | |||||||||||||
Long-term debt | $ 700,000,000 | $ 700,000,000 | ||||||||||||
5.375% Senior Notes due February 2029 | Senior Notes | Indigo Natural Resources, LLC | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 5.375% | |||||||||||||
Senior note assumed in merger agreement | $ 700,000,000 | |||||||||||||
4.75% Senior Notes due February 2032 | Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Senior notes, noncurrent | $ 1,150,000,000 | |||||||||||||
Stated interest rate | 4.75% | 4.75% | 4.75% | 4.75% | ||||||||||
Proceeds from issuance of long-term debt | $ 1,133,000,000 | |||||||||||||
Loss on extinguishment of debt | (33,000,000) | |||||||||||||
Debt instrument, unamortized discount and debt Issuance costs, net | 1,000,000 | |||||||||||||
Payment to fund tender offers, amount | 332,000,000 | |||||||||||||
Tender offer fund, amount | $ 300,000,000 | |||||||||||||
8.375% Senior Notes due September 2028 | Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 8.375% | 8.375% | 8.375% | |||||||||||
Repurchased amount | $ 46,000,000 | $ 46,000,000 | ||||||||||||
7.75% Senior Notes due October 2027 | Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 7.75% | 7.75% | 7.75% | |||||||||||
Repurchased amount | $ 19,000,000 | $ 19,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) | 6 Months Ended | |
Jun. 12, 2018 company individual | Jun. 30, 2022 USD ($) | |
Commitments And Contingencies [Line Items] | ||
Obligation under transportation agreements | $ 10,004,000,000 | |
Guarantee obligations relative to the firms transportation agreements and gathering project and services | $ 872,000,000 | |
Contractual commitments payments, term (in years) | 12 months | |
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 | 857,000,000 | |
Indigo Agreement | ||
Commitments And Contingencies [Line Items] | ||
Obligation under transportation agreements | 33,000,000 | |
Liability for the estimated future payments | 17,000,000 | |
Purchase or volume commitments with gathering fresh water and sand | ||
Commitments And Contingencies [Line Items] | ||
Obligation under transportation agreements | $ 33,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Schedule of Future Obligation under Transportation Agreements) (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Other Commitments [Line Items] | |
Total | $ 10,004 |
Less than 1 Year | 992 |
1 to 3 Years | 2,098 |
3 to 5 Years | 1,898 |
5 to 8 Years | 2,283 |
More than 8 Years | 2,733 |
Infrastructure currently in service | |
Other Commitments [Line Items] | |
Total | 9,147 |
Less than 1 Year | 980 |
1 to 3 Years | 1,970 |
3 to 5 Years | 1,736 |
5 to 8 Years | 2,040 |
More than 8 Years | 2,421 |
Pending regulatory approval and/or construction | |
Other Commitments [Line Items] | |
Total | 857 |
Less than 1 Year | 12 |
1 to 3 Years | 128 |
3 to 5 Years | 162 |
5 to 8 Years | 243 |
More than 8 Years | $ 312 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes [Line Items] | ||||
Effective tax rate | 2% | 0% | (2.00%) | 0% |
Valuation allowance related to operating loss | $ 59 | $ 59 | ||
Current income tax expense | 26 | $ 0 | 30 | $ 0 |
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 Natural Resources, LLC | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards subject to a section 382 limitation | $ 48 | $ 48 |
Pension Plan and Other Postre_3
Pension Plan and Other Postretirement Benefits (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Other Postretirement Benefits | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit cost | $ 1 | $ 1 | $ 1 | $ 1 | |
Benefit obligation | 13 | 13 | $ 13 | ||
Pension | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net periodic benefit cost | 0 | $ 0 | 1 | $ 0 | |
Benefit obligation | $ 13 | $ 13 | $ 12 | ||
Non-Qualified Supplemental Employee Retirement Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Treasury stock acquired (in shares) | 1,745 | 2,035 |
Pension Plan and Other Postre_4
Pension Plan and Other Postretirement Benefits (Pension and Other Postretirement Benefit Costs) (Details) - Pension - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 1 | 1 | 2 | 2 |
Expected return on plan assets | 0 | (2) | 0 | (3) |
Amortization of prior service cost | 1 | 0 | (1) | 0 |
Settlement loss | 0 | 1 | 0 | 1 |
Net periodic benefit cost | $ 0 | $ 0 | $ 1 | $ 0 |
Long-term Incentive Compensat_3
Long-term Incentive Compensation (Narrative) (Details) $ in Millions | 6 Months Ended | 12 Months Ended | 54 Months Ended | ||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2021 awardType | Jun. 30, 2022 USD ($) | |
Stock Based Compensation 2013 Plan | |||||||
Long-term Incentive Compensation [Line Items] | |||||||
Service period | 3 years | ||||||
Stock options | |||||||
Long-term Incentive Compensation [Line Items] | |||||||
Vesting period | 3 years | ||||||
Expiration period | 7 years | ||||||
Restricted stock | |||||||
Long-term Incentive Compensation [Line Items] | |||||||
Vesting period | 3 years | ||||||
Equity-classified awards, unrecognized compensation cost | $ 1 | $ 1 | |||||
Weighted average period over which unrecognized cost is recognized, years | 1 year 2 months 12 days | ||||||
Performance units | |||||||
Long-term Incentive Compensation [Line Items] | |||||||
Vesting period | 3 years | 3 years | |||||
Equity-classified awards, unrecognized compensation cost | $ 4 | $ 4 | |||||
Weighted average period over which unrecognized cost is recognized, years | 2 years 8 months 12 days | ||||||
Equity-Classified Restricted Stock Units | |||||||
Long-term Incentive Compensation [Line Items] | |||||||
Equity-classified awards, unrecognized compensation cost | $ 6 | 6 | |||||
Weighted average period over which unrecognized cost is recognized, years | 2 years 3 months 18 days | ||||||
Liability-Classified Restricted Stock Units | |||||||
Long-term Incentive Compensation [Line Items] | |||||||
Vesting period | 4 years | 4 years | 4 years | 4 years | 4 years | 3 years | |
Weighted average period over which unrecognized cost is recognized, years | 1 year 3 months 18 days | ||||||
Liability classified awards, unrecognized compensation costs | $ 16 | $ 16 | |||||
Liability-Classified Performance Units | |||||||
Long-term Incentive Compensation [Line Items] | |||||||
Vesting period | 3 years | ||||||
Weighted average period over which unrecognized cost is recognized, years | 1 year 9 months 18 days | ||||||
Liability classified awards, unrecognized compensation costs | $ 14 | $ 14 | |||||
Number of award plans granted | awardType | 2 | ||||||
Performance cash awards | |||||||
Long-term Incentive Compensation [Line Items] | |||||||
Vesting period | 4 years | 4 years | |||||
Weighted average period over which unrecognized cost is recognized, years | 3 years | ||||||
Liability classified awards, unrecognized compensation costs | $ 37 | $ 37 |
Long-term Incentive Compensat_4
Long-term Incentive Compensation (Schedule of Stock-Based Compensation Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | ||||
Long-term incentive compensation – expensed | $ 7 | $ 11 | $ 18 | $ 24 |
Long-term incentive compensation – capitalized | $ 4 | $ 7 | $ 11 | $ 12 |
Long-term Incentive Compensat_5
Long-term Incentive Compensation (Schedule of Equity-Classified Stock-Based Compensation Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | ||||
Equity-classified awards – expensed | $ 2 | $ 2 | $ 3 | $ 2 |
Equity-classified awards – capitalized | $ 0 | $ 0 | $ 0 | $ 0 |
Long-term Incentive Compensat_6
Long-term Incentive Compensation (Summary of Equity-Classified Stock Option Activity) (Details) - Stock options - $ / shares shares in Thousands | 6 Months Ended |
Jun. 30, 2022 | |
Number of Options | |
Beginning balance (in shares) | 3,006 |
Granted (in shares) | 0 |
Exercised (in shares) | (893) |
Forfeited or expired (in shares) | (152) |
Ending balance (in shares) | 1,961 |
Exercisable (in shares) | 1,961 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 8.98 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 7.80 |
Forfeited or expired (in dollars per share) | 26.35 |
Ending balance (in dollars per share) | 8.17 |
Exercisable (in dollars per share) | $ 8.17 |
Long-term Incentive Compensat_7
Long-term Incentive Compensation (Summary of Equity-Classified Restricted and Performance Stock Units Activity) (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Equity-Classified Restricted Stock Units | |
Number of Units | |
Beginning balance (in shares) | shares | 37 |
Granted (in shares) | shares | 1,699 |
Vested (in shares) | shares | (22) |
Forfeited (in shares) | shares | (22) |
Ending balance (in shares) | shares | 1,692 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 3.05 |
Granted (in dollars per share) | $ / shares | 4.45 |
Vested (in dollars per share) | $ / shares | 3.05 |
Forfeited (in dollars per share) | $ / shares | 4.31 |
Ending balance (in dollars per share) | $ / shares | $ 4.44 |
Performance units | |
Number of Units | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 850 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (10) |
Ending balance (in shares) | shares | 840 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 6.04 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 6.04 |
Ending balance (in dollars per share) | $ / shares | $ 6.04 |
Long-term Incentive Compensat_8
Long-term Incentive Compensation (Summary of Equity-Classified Restricted Stock Activity) (Details) - Restricted stock shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Units | |
Beginning balance (in shares) | shares | 242 |
Granted (in shares) | shares | 231 |
Vested (in shares) | shares | (262) |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 211 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 5.12 |
Granted (in dollars per share) | $ / shares | 6.92 |
Vested (in dollars per share) | $ / shares | 6.15 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 5.81 |
Long-term Incentive Compensat_9
Long-term Incentive Compensation (Schedule of Liability-Classified Stock-Based Compensation Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | ||||
Liability-classified stock-based compensation cost – expensed | $ 4 | $ 7 | $ 12 | $ 20 |
Liability-classified stock-based compensation cost – capitalized | $ 2 | $ 5 | $ 8 | $ 10 |
Long-term Incentive Compensa_10
Long-term Incentive Compensation (Summary of Liability-Classified Restricted Stock Unit Activity) (Details) - Liability-Classified Restricted Stock Units shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Units | |
Beginning balance (in shares) | shares | 7,937 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (3,815) |
Forfeited (in shares) | shares | (41) |
Ending balance (in shares) | shares | 4,081 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 4.08 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 4.48 |
Forfeited (in dollars per share) | $ / shares | 7.58 |
Ending balance (in dollars per share) | $ / shares | $ 5.12 |
Long-term Incentive Compensa_11
Long-term Incentive Compensation (Summary of Liability-Classified Performance Units ) (Details) - Liability-Classified Performance Units shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Units | |
Beginning balance (in shares) | shares | 9,515 |
Granted (in shares) | shares | 3,798 |
Vested (in shares) | shares | (1,910) |
Forfeited (in shares) | shares | (95) |
Ending balance (in shares) | shares | 11,308 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 2.88 |
Granted (in dollars per share) | $ / shares | 1 |
Vested (in dollars per share) | $ / shares | 6.45 |
Forfeited (in dollars per share) | $ / shares | 7.35 |
Ending balance (in dollars per share) | $ / shares | $ 2.35 |
Long-term Incentive Compensa_12
Long-term Incentive Compensation - Schedule of Performance Cash Award Compensation Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance cash awards – expensed | $ 7 | $ 11 | $ 18 | $ 24 |
Performance cash awards – capitalized | 4 | 7 | 11 | 12 |
Performance cash awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance cash awards – expensed | 1 | 2 | 3 | 2 |
Performance cash awards – capitalized | $ 2 | $ 2 | $ 3 | $ 2 |
Long-term Incentive Compensa_13
Long-term Incentive Compensation (Summary of Performance Cash Awards) (Details) - Performance cash awards shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Units | |
Beginning balance (in shares) | shares | 28,272 |
Granted (in shares) | shares | 24,416 |
Vested (in shares) | shares | (8,650) |
Forfeited (in shares) | shares | (1,942) |
Ending balance (in shares) | shares | 42,096 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 1 |
Granted (in dollars per share) | $ / shares | 1 |
Vested (in dollars per share) | $ / shares | 1 |
Forfeited (in dollars per share) | $ / shares | 1 |
Ending balance (in dollars per share) | $ / shares | $ 1 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Total operating revenues | $ 4,138 | $ 1,050 | $ 7,081 | $ 2,122 | |
Depreciation, depletion and amortization expense | 288 | 100 | 563 | 196 | |
Operating income | 2,131 | 293 | 3,430 | 594 | |
Interest expense | 48 | 30 | 89 | 61 | |
Loss on derivatives | (879) | (871) | (4,806) | (1,062) | |
Loss on extinguishment of debt | (4) | 0 | (6) | 0 | |
Other income (loss), net | (1) | (1) | (1) | 0 | |
Assets | 12,932 | 5,394 | 12,932 | 5,394 | $ 11,848 |
Capital investments | 585 | 259 | 1,129 | 525 | |
Restructuring charges | 0 | 1 | 0 | 7 | |
Merger-related expenses | 2 | 3 | 27 | 4 | |
Increase (decrease) in accrued expenditures | 34 | (9) | 77 | 29 | |
Benefit from income taxes | 26 | 0 | 30 | 0 | |
Intersegment Revenues | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 2,814 | 637 | 4,700 | 1,267 | |
E&P | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 2,931 | 718 | 5,008 | 1,437 | |
Depreciation, depletion and amortization expense | 286 | 97 | 560 | 191 | |
Operating income | 2,120 | 286 | 3,398 | 581 | |
Interest expense | 48 | 30 | 89 | 61 | |
Loss on derivatives | (879) | (872) | (4,804) | (1,063) | |
Loss on extinguishment of debt | 0 | 0 | |||
Other income (loss), net | 0 | (1) | 0 | ||
Assets | 11,115 | 4,870 | 11,115 | 4,870 | |
Capital investments | 585 | 259 | 1,129 | 525 | |
Restructuring charges | 1 | 7 | |||
Merger-related expenses | 2 | 3 | 27 | 4 | |
Benefit from income taxes | 26 | 30 | |||
E&P | Intersegment Revenues | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | (2) | (14) | (5) | (28) | |
Marketing | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 1,207 | 332 | 2,073 | 685 | |
Depreciation, depletion and amortization expense | 2 | 3 | 3 | 5 | |
Operating income | 11 | 7 | 32 | 13 | |
Interest expense | 0 | 0 | 0 | 0 | |
Loss on derivatives | 0 | 0 | 0 | 0 | |
Loss on extinguishment of debt | 0 | 0 | |||
Other income (loss), net | (1) | 0 | (1) | ||
Assets | 1,664 | 408 | 1,664 | 408 | |
Capital investments | 0 | 0 | 0 | 0 | |
Benefit from income taxes | 0 | 0 | |||
Marketing | Intersegment Revenues | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 2,816 | 651 | 4,705 | 1,295 | |
Other | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | 0 | 0 | 0 | 0 | |
Depreciation, depletion and amortization expense | 0 | 0 | 0 | 0 | |
Operating income | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Loss on derivatives | 0 | 1 | (2) | 1 | |
Loss on extinguishment of debt | (4) | (6) | |||
Other income (loss), net | 0 | 0 | 0 | ||
Assets | 153 | 116 | 153 | 116 | |
Capital investments | 0 | 0 | 0 | 0 | |
Benefit from income taxes | 0 | 0 | |||
Other | Intersegment Revenues | |||||
Segment Reporting Information [Line Items] | |||||
Total operating revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Information (Schedule o
Segment Information (Schedule of Other Assets) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Segment Reporting Information [Line Items] | |||
Cash and cash equivalents | $ 50 | $ 28 | |
Accounts receivable | 1,781 | 1,160 | |
Property, plant and equipment | 10,514 | 9,938 | |
Unamortized debt expense | 53 | 57 | |
Right-of-use lease assets | 190 | 187 | |
TOTAL ASSETS | 12,932 | $ 11,848 | $ 5,394 |
Other | |||
Segment Reporting Information [Line Items] | |||
Cash and cash equivalents | 50 | 2 | |
Accounts receivable | 1 | 3 | |
Prepayments | 11 | 15 | |
Property, plant and equipment | 9 | 14 | |
Unamortized debt expense | 19 | 11 | |
Right-of-use lease assets | 60 | 67 | |
Non-qualified retirement plan | 3 | 4 | |
TOTAL ASSETS | $ 153 | $ 116 |