UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 5, 2013
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-08246 | 71-0205415 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 2350 N. Sam Houston Pkwy. E., Suite 125, Houston, Texas | 77032 | |
| (Address of principal executive offices) | (Zip Code) |
(281) 618-4700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The information in this report, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On November 5 2013, Southwestern Energy Company (the "Company") will make a presentation available to investors. The presentation includes adjusted diluted earnings per share ("Adjusted Diluted EPS"), net cash provided by operating activities before changes in operating assets and liabilities ("Net Cash Flow"), net income before impairment of natural gas and oil properties and unrealized loss (gain) on derivative contracts (net of taxes) ("Adjusted Net Income"), earnings before interest, taxes, depreciation, depletion and amortization ("EBITDA"), and earnings before interest, taxes, depreciation, depletion, amortization, and unrealized gains (losses) on derivatives ("Adjusted EBITDA") . Net Cash Flow, Adjusted Net Income, Adjusted Diluted EPS, EBITDA, and Adjusted EBITDA are non-GAAP measures that are reconciled on slides 33, 34 and 35 of the presentation, respectively. A copy of the presentation is furnished herewith as Exhibit 99.1.
All statements in the presentation, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Exhibits. The following exhibits are being furnished as part of this Report.
| Exhibit |
| Description |
|
|
|
|
|
| Transcript of slideshow accompanying the November 2013 presentation. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHWESTERN ENERGY COMPANY | ||||
| Dated: November 5, 2013 | By: | /s/ R. CRAIG OWEN | ||
| Name: | R. Craig Owen | |||
| Title: | Senior Vice President and | |||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
| Description |
|
|
|
|
|
| Transcript of slideshow accompanying the November 2013 presentation. |