This study uses a sentence completion task with Swedish and Chinese L2 English speakers to investigate how L1 morphosyntax and L2 proficiency influence L2 English subject-verb agreement production. Chinese has limited nominal and verbal number morphology, while Swedish has robust noun phrase (NP) morphology but does not number-mark verbs. Results showed that like L1 English speakers, both L2 groups used grammatical and conceptual number to produce subject-verb agreement. However, only L1 Chinese speakers--and less-proficient speakers in both L2 groups--were similarly influenced by grammatical and conceptual number when producing the subject NP. These findings demonstrate how L2 proficiency, perhaps combined with cross-linguistic differences, influence L2 production and underscore that encoding of noun and verb number are not independent.