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      SM Energy Reports 2016 Results And 2017 Operating Plan: Driving Growth From Top Tier Assets

      SM Energy Company

      News provided by

      SM Energy Company

      Feb 22, 2017, 19:21 ET

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      DENVER, Feb. 22, 2017 /PRNewswire/ -- SM Energy Company ("SM Energy" or the "Company") (NYSE: SM) announces today fourth quarter and full year 2016 financial and operating results, year-end 2016 reserves and the Company's 2017 operating plan. Highlights include:

      • transformative second half of 2016; more than $6 billion in completed or announced transactions that reposition the Company to have a top tier asset base in both the Midland Basin and Eagle Ford
      • positioned in 2017 with significant liquidity; enter 2017 with revolving line of credit undrawn plus expected proceeds from announced divestitures
      • 2017 operating plan that targets near 150% growth in Midland Basin production and near 50% improvement in the Company's operating margin per Boe, for the fourth quarter of 2017 compared with the fourth quarter of 2016
      • three-year operating and financial plan that is expected to generate more than 15% production CAGR from retained assets for 2016-2019, while aligning expected capital expenditures and cash flow from operations beginning in 2019
      • outstanding initial performance from wells on acquired Midland Basin assets, with new wells to date exceeding the Company's acquisition assumptions by more than 30%

      President and Chief Executive Officer Jay Ottoson comments: "It is an understatement that 2016 was an exciting and transformational year for our Company, accomplished in a challenging macro-economic environment. We commence 2017 with a plan focused entirely on development of top tier oil, natural gas and NGL assets.  During 2016, we acquired substantial assets in the Midland Basin, where we believe we have the ability to create value through optimized drilling and completions and to drive margin expansion that we expect will deliver growing cash flows per debt-adjusted share in the coming years.

      "Our Midland Basin assets are already demonstrating value creation through the outstanding performance of our recently completed wells.  Our current 2017 operating plan focuses on completion optimization, testing to prepare for increased density drilling, and further delineation of our acreage position. This plan, combined with increasing our activity in 2018 and beyond, is expected to be the primary driver of accelerating value creation.

      "During 2017, we anticipate completing the process of coring up our asset portfolio, which will result in short term contraction of our production profile in favor of long term, higher margin production growth. We expect that proceeds from planned assets sales will help fund our accelerated drilling program and allow us to maintain high levels of liquidity while reducing debt.   We have a clear strategy and visible path to our objective of being a highly focused premier operator of top tier assets."

      2017 OPERATING PLAN AND GUIDANCE

      The Company's strategy in 2017 is to drive growth in production from its highest margin assets and to deliver increasing cash flow, while reducing its outstanding debt. Key assumptions in the Company's 2017 operating plan include:

      • Total capital spend* (costs incurred less ARO, capitalized interest and acquisitions) of approximately $875 million. Total capital spend assumptions include modest increases for higher vendor costs (under a largely flat oil price scenario), specifically for pressure pumping.
        • Permian – Drill approximately 100 wells and complete approximately 80 wells (gross, operated)
        • Eagle Ford – Drill approximately 25 wells and complete approximately 35 wells (gross, operated)
        • Williston – No capital allocation
        • Facilities – Approximately $50-$55 million is included for facilities build-out
      • Actual asset divestiture timing: Third-party operated Eagle Ford asset sale assumed to close at the end of February 2017 and the Divide County, North Dakota asset sale assumed to close at the end of the second quarter of 2017.
      • Actual average commodity price projections:
        • 2017 WTI oil $55.00, Henry Hub natural gas $3.30, NGLs $27.50
      • Actual hedges: Based on the production guidance mid-point, the Company has hedges in place for approximately 65% of oil production, 85% of natural gas production and 75% of NGL production (hedges are ethane, propane, butanes and gasoline)

      *Total capital spend is a non-GAAP measure. The Company is unable to present quantitative reconciliation of this forward-looking non-GAAP financial measure to costs incurred in oil and gas producing activities without unreasonable effort, because acquisition costs are inherently unpredictable. Acquisition costs could be significant in future periods and would depend on a wide variety of factors outside the Company's control. Accordingly, investors are cautioned not to place undue reliance on this number.

      2017 guidance:

      • Total capital spend: $875 million.
      • Production: 40-43 MMBoe, with oil approximately 29% of quarterly commodity mix through the year as new production begins to offset asset sales. Due to the timing of asset sales and development activity, total Company production will decline through the third quarter of 2017.
      • LOE: ~$4.00 per Boe, with 1H17 exceeding the average and 2H17 below the average as high cost asset sales are completed. Includes ad valorem taxes.
      • Transportation: $5.50-$5.75 per Boe, with higher costs in the first quarter of 2017 as high cost asset sales are completed.
      • Production taxes: ~$1.25 per Boe or 4.0-4.5%.
      • G&A: $120-130 million, including approximately $18-23 million of non-cash compensation.
      • Capitalized overhead/Exploration: $65-70 million, before dry hole expense, all of which is included in capital expenditure guidance.
      • DD&A: $13.00-15.00 per Boe.

      First quarter of 2017 guidance:

      • Production of approximately 11.0-11.4 MMBoe. Lower sequential production from the fourth quarter of 2016 is primarily the result of: assets sold that contributed to fourth quarter production, including Raven/Bear Den on December 1, 2016; the expected sale of the third-party operated Eagle Ford assets at the end of February 2017; normal declines in the Eagle Ford and Divide County, which will not be offset by new wells due to minimal operated and third-party operated completion activity; all of which will be partially offset by increased production from the Midland Basin.
      • Completion of approximately 17 wells during the quarter. The total number of completions each quarter is affected by pad drilling.
      • Total capital spend of approximately $200 million, plus $60 million for the acquisition of additional Permian Basin acreage announced in the fourth quarter of 2016 and closed in January 2017.

      2016 IN REVIEW

      FOURTH QUARTER AND FULL YEAR RESULTS

      As previously announced, fourth quarter and full year 2016 production were:

      PRODUCTION - MMBoe


      Fourth Quarter 2016

      Full Year 2016

      Oil (MMBbls)

      4.0

      16.6

      Natural gas (Bcf)

      35.2

      146.9

      NGLs (MMBbls)

      3.5

      14.2

      Total MMBoe

      13.4

      55.3



       •

      Production includes production from assets sold (through the closing date) or pending sale

      By region:

      REGIONAL PRODUCTION - MMBoe


      Fourth Quarter 2016

      Full Year 2016

      Eagle Ford (operated)

      7.6

      31.5

      Eagle Ford (third-party operated)

      2.2

      9.7

      Permian Basin

      1.4

      3.8

      Rocky Mountain

      2.2

      10.3

      Total MMBoe

      13.4

      55.3



       •

      Permian Basin full year includes ~275 MBoe outside the Midland Basin sold in the third quarter of 2016

       •

      Eagle Ford (operated) includes nominal other production from the region

      Fourth quarter production of 13.4 MMBoe was down sequentially from the third quarter of 2016, primarily due to transaction timing, including various non-core asset sales completed late in the third quarter of 2016 and the closing of the Raven/Bear Den asset sale on December 1, 2016, which were partly offset by a partial quarter of production from acquired assets. Production from retained assets included increased production from Midland Basin assets offset by slowed activity in the Eagle Ford at both operated and third-party operated assets. Fourth quarter of 2016 production was down from 14.9 MMBoe in the fourth quarter of 2015, primarily due to reduced activity in the Eagle Ford and asset sales, partially offset by a 160% increase in Permian Basin production. Full year 2016 production totaled 55.3 MMBoe, down from 64.2 MMboe in 2015. Production from retained assets (Midland Basin, Operated Eagle Ford and retained Powder River Basin) was 36.0 MMBoe in 2016.

      Operating costs for the fourth quarter and full year were:

      CASH PRODUCTION COSTS $ PER BOE


      Fourth Quarter 2016

      Full Year 2016

      Total LOE, incl. ad valorem tax

      3.84

      3.72

      Transportation

      6.39

      6.16

      Production tax

      1.11

      0.94

      Total $ Per Boe

      11.34

      10.82

      Cash production costs totaled $11.34 per Boe in the fourth quarter, up sequentially from the third quarter at $10.78 per Boe, primarily due to higher LOE expense in the Permian Basin due to one-time costs associated with integrating the Rock Oil operations to SM Energy's systems and standards, as well as significantly increased charges from the third-party operator in the Eagle Ford for both LOE and transportation. Cash production costs declined slightly from $11.36 per Boe in the prior year period. Full year 2016 cash production costs averaged $10.82 per Boe compared with $11.27 per Boe in 2015.

      Fourth quarter of 2016 general and administrative expense was $33.3 million and included $5.0 million in non-cash stock-based compensation and $2.2 million in one-time charges associated with office closure and re-organization. Full year 2016 general and administrative expense was $126.4 million and included $20.5 million in non-cash stock-based compensation and $5.1 million in one-time charges associated with office closures and re-organization. General and administrative expenses declined in 2016 compared with 2015, primarily due to consolidation of regional offices and reduced headcount.

      The Company's GAAP net loss for the fourth quarter of 2016 was $200.9 million or $2.20 per diluted common share compared with the fourth quarter of 2015 net loss of $340.3 million, or $5.01 per diluted common share. The year-over-year lower fourth quarter net loss is primarily due to lower impairment and abandonment charges taken in the 2016 period at $151.2 million versus $448.2 million in the 2015 period. In addition, the cash production margin increased 67% in the fourth quarter of 2016 compared with the fourth quarter of 2015 due to higher commodity prices and lower costs. Full year 2016 net loss was $757.7 million, or $9.90 per diluted common share, compared with $447.7 million, or $6.61 per diluted common share in 2015.

      As discussed below, adjusted EBITDAX, adjusted net income (loss) and adjusted net income (loss) per diluted common share are non-GAAP measures. Please reference the reconciliations to the most directly comparable GAAP financial measures at the end of this release.

      The Company's adjusted EBITDAX for the fourth quarter of 2016 was $186.2 million, compared with $216.3 million in the prior year period. The 2015 period benefited from significantly higher realized gains from hedging activity, $124.8 million in the fourth quarter of 2015 versus $23.2 million in fourth quarter of 2016, which more than offset the higher production revenue and production margins realized in 2016.  For the full year 2016, adjusted EBITDAX was $790.8 million compared with $1,124.8 million in 2015. Higher 2015 adjusted EBITDAX was predominantly driven by 14% higher full year production, a higher pre-hedge margin per Boe and $512.6 million in realized hedge gains (versus $329.5 million in 2016).

      The Company's adjusted net loss for the fourth quarter was $28.7 million, or $0.31 per diluted common share, compared with $61.1 million, or $0.90 per diluted common share, in the fourth quarter of 2015. The 2016 period benefited from a 20% decline in DD&A per Boe. Full year 2016 adjusted net loss was $142.4 million, or $1.86 per diluted common share, compared with $35.9 million, or $0.53 per diluted common share, in 2015.

      CAPITAL SPEND

      Costs incurred for 2016 were $3,374 million, which included $2,660 million of proved and unproved property acquisitions. Full year 2016 total capital spend (see below for GAAP reconciliation) was $687 million and was allocated 32% to the Permian Basin, 37% to the Eagle Ford, 31% to the Bakken/Three Forks and Powder River Basin. Total capital spend included $590 million for development, $8 million for leasehold, $23 million for infrastructure and $66 million for corporate and exploration costs. Total capital spend was less than guidance primarily as a result of cost savings and operating efficiencies. During 2016, the Company drilled 70 net wells and completed 137 net wells (including third-party operated wells), and acquired assets in the Midland Basin for a total of $2.6 billion.

      YEAR-END 2016 PROVED RESERVES

      Year-end 2016 proved reserves of 396 MMBoe are calculated in accordance with SEC pricing at $42.75 per barrel of oil NYMEX, $2.47 per MMBtu of natural gas at Henry Hub and $19.50 per barrel of NGLs at Mt. Belvieu. Year-end proved reserves were 27% oil, 27% NGLs and 46% natural gas. 53% were proved developed.

      Year-end 2016 proved reserves declined 16%, reflecting a significant reduction in drilling and completion activity compared to the prior year, sales of producing assets and a change in the Company's long-term plan to focus development activity in the Midland Basin (resulting in 5-year rule revisions). Adjusting for divestitures, price revisions and 5-year rule revisions, proved reserves would have increased 11%. During the year, the Company shifted investment to the Midland Basin where proved reserves increased more than 250%. The Company expects its 2017 capital program will focus on development of this area to drive continued, substantial growth in reserves and production.

      The table below provides a reconciliation of changes in the Company's proved reserves from year-end 2015 to year-end 2016 (numbers are rounded):

      Proved reserves year-end 2015

      471

      MMBoe

      Production

      (55)


      Divestitures

      (48)


      Reserve additions through drilling

      108


      Reserve additions through acquisition

      16


      Reserve revisions primarily price and 5-year rule

      (96)


      Proved reserves year-end 2016

      396

      MMBoe

      UPCOMING EVENTS

      EARNINGS WEBCAST AND CALL

      As previously announced, SM Energy will host a webcast and conference call to discuss the 2016 results and the 2017 operating plan at 8:00 a.m. Mountain time/10:00 a.m. Eastern time tomorrow, February 23, 2017. Please join us via webcast at www.SM-Energy.com or by telephone 877-303-1292 (toll free) or 315-625-3086 (international) with passcode 57100689. The webcast and call will also be available for replay. The dial-in replay number is 855-859-2056 (toll free) or 404-537-3406 (international) with passcode 57100689 and is available through March 2, 2017.

      A presentation will be posted to the Company's website to accompany this call at www.SM-Energy.com

      UPCOMING CONFERENCE PARTICIPATION

      • March 7, 2017 - Raymond James 38th Annual Institutional Investors Conference. Executive Vice President and Chief Financial Officer Wade Pursell will present at 1:40 p.m. Eastern time. This event will be webcast. The presentation for this event will be posted March 6, 2017.
      • March 27, 2017 – Scotia Howard Weil Energy Conference. President and Chief Executive Officer Jay Ottoson will present at 2:20 p.m. Central time. This event is not webcast. The presentation for this event will be posted March 26, 2017.

      Investor presentations for these events will be posted to the Company's website at www.SM-Energy.com.

      FORWARD LOOKING STATEMENTS

      This release contains forward-looking statements within the meaning of securities laws. These statements involve known and unknown risks, which may cause SM Energy's actual results to differ materially from results expressed or implied by the forward-looking statements. Forward-looking statements in this release include, among other things, guidance estimates for the first quarter and full year 2017, timing of pending and expected asset sales and expected results from a three-year operating and financial plan and future cash flows per share. General risk factors include the availability, proximity and capacity of gathering, processing and transportation facilities; the volatility and level of oil, natural gas, and natural gas liquids prices, including any impact on the Company's asset carrying values or reserves arising from price declines; uncertainties inherent in projecting future rates of production or other results from drilling and completion activities; the imprecise nature of estimating oil and gas reserves; uncertainties inherent in projecting future drilling and completion activities, costs or results; the uncertainty of negotiations to result in an agreement or a completed transaction; the uncertain nature of divestiture, joint venture, farm down or similar efforts and the ability to complete any such transactions; the uncertain nature of expected benefits from the actual or expected divestiture, joint venture, farm down or similar efforts; the availability of additional economically attractive exploration, development, and acquisition opportunities for future growth and any necessary financings; unexpected drilling conditions and results; unsuccessful exploration and development drilling results; the availability of drilling, completion, and operating equipment and services; the risks associated with the Company's commodity price risk management strategy; uncertainty regarding the ultimate impact of potentially dilutive securities; and other such matters discussed in the "Risk Factors" section of SM Energy's 2016 Annual Report on Form 10-K, as such risk factors may be updated from time to time in the Company's other periodic reports filed with the Securities and Exchange Commission. The forward-looking statements contained herein speak as of the date of this announcement. Although SM Energy may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so except as required by securities laws.

      ABOUT THE COMPANY

      SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids in onshore North America.  SM Energy routinely posts important information about the Company on its website.  For more information about SM Energy, please visit its website at www.SM-Energy.com.

      SM ENERGY CONTACTS

      INVESTORS: Jennifer Martin Samuels, [email protected], 303-864-2507

      SM ENERGY COMPANY

      FINANCIAL HIGHLIGHTS

      December 31, 2016














      For the Three Months Ended
      December 31,


      For the Twelve Months
      Ended December 31,

      Production Data:

      2016


      2015


      Percent
      Change


      2016


      2015


      Percent
      Change

      Average realized sales price, before the effects of derivative settlements:












      Oil (per Bbl)

      $

      43.58



      $

      34.93



      25

      %


      $

      36.85



      $

      41.49



      (11)

      %

      Gas (per Mcf)

      $

      2.86



      $

      2.19



      31

      %


      $

      2.30



      $

      2.57



      (11)

      %

      NGL (per Bbl)

      $

      20.02



      $

      14.99



      34

      %


      $

      16.16



      $

      15.92



      2

      %

      Equivalent (per BOE)

      $

      25.86



      $

      20.03



      29

      %


      $

      21.32



      $

      23.36



      (9)

      %

      Average realized sales price, including the effects of derivative settlements:












      Oil (per Bbl)

      $

      48.96



      $

      55.81



      (12)

      %


      $

      51.48



      $

      60.34



      (15)

      %

      Gas (per Mcf)

      $

      3.21



      $

      2.96



      8

      %


      $

      2.94



      $

      3.28



      (10)

      %

      NGL (per Bbl)

      $

      16.92



      $

      15.60



      8

      %


      $

      15.56



      $

      17.61



      (12)

      %

      Equivalent (BOE)

      $

      27.59



      $

      28.40



      (3)%



      $

      27.28



      $

      31.34



      (13)

      %

      Production:












      Oil (MMBbls)

      4.0



      4.4



      (8)

      %


      16.6



      19.2



      (14)

      %

      Gas (Bcf)

      35.2



      40.2



      (12)

      %


      146.9



      173.6



      (15)

      %

      NGL (MMBbls)

      3.5



      3.8



      (9)

      %


      14.2



      16.1



      (12)

      %

      MMBOE (6:1)

      13.4



      14.9



      (10)

      %


      55.3



      64.2



      (14)

      %

      Average daily production:












      Oil (MBbls/d)

      43.9



      47.7



      (8)

      %


      45.4



      52.7



      (14)

      %

      Gas (MMcf/d)

      382.7



      436.6



      (12)

      %


      401.5



      475.7



      (16)

      %

      NGL (MBbls/d)

      37.9



      41.6



      (9)

      %


      38.8



      44.0



      (12)

      %

      MBOE/d (6:1)

      145.6



      162.1



      (10)

      %


      151.0



      175.9



      (14)

      %

      Per BOE Data:












      Realized price before the effects of derivative settlements

      $

      25.86



      $

      20.03



      29

      %


      $

      21.32



      $

      23.36



      (9)

      %

      Lease operating expense

      3.67



      3.85



      (5)

      %


      3.51



      3.73



      (6)

      %

      Transportation costs

      6.39



      6.10



      5

      %


      6.16



      6.02



      2

      %

      Production taxes

      1.11



      1.03



      8

      %


      0.94



      1.13



      (17)

      %

      Ad valorem tax expense

      0.17



      0.38



      (55)

      %


      0.21



      0.39



      (46)

      %

      General and administrative

      2.49



      2.26



      10

      %


      2.29



      2.46



      (7)

      %

      Operating profit, before the effects of derivative settlements

      $

      12.03



      $

      6.41



      88

      %


      $

      8.21



      $

      9.63



      (15)

      %

      Derivative settlement gain

      1.73



      8.37



      (79)

      %


      5.96



      7.98



      (25)

      %

      Operating profit, including the effects of derivative settlements

      $

      13.76



      $

      14.78



      (7)

      %


      $

      14.17



      $

      17.61



      (20)

      %













      Depletion, depreciation, amortization, and asset retirement obligation liability accretion

      $

      12.81



      $

      16.10



      (20)

      %


      $

      14.30



      $

      14.34



      —

      %


      SM ENERGY COMPANY

      FINANCIAL HIGHLIGHTS

      December 31, 2016

      Consolidated Balance Sheets




      (in thousands, except share amounts)

      December 31,


      December 31,

      ASSETS

      2016


      2015





      Current assets:




      Cash and cash equivalents

      $

      9,372



      $

      18


      Accounts receivable

      151,950



      134,124


      Derivative asset

      54,521



      367,710


      Prepaid expenses and other

      8,799



      17,137


        Total current assets

      224,642



      518,989






      Property and equipment (successful efforts method):




      Proved oil and gas properties

      5,700,418



      7,606,405


      Less - accumulated depletion, depreciation, and amortization

      (2,836,532)



      (3,481,836)


      Unproved oil and gas properties

      2,471,947



      284,538


      Wells in progress

      235,147



      387,432


      Oil and gas properties held for sale, net

      372,621



      641


      Other property and equipment, net of accumulated depreciation of $42,882 and $32,956, respectively

      137,753



      153,100


        Total property and equipment, net

      6,081,354



      4,950,280






      Noncurrent assets:




      Derivative asset

      67,575



      120,701


      Other noncurrent assets

      19,940



      31,673


        Total other noncurrent assets

      87,515



      152,374






      Total Assets

      $

      6,393,511



      $

      5,621,643






      LIABILITIES AND STOCKHOLDERS' EQUITY




      Current liabilities:




      Accounts payable and accrued expenses

      $

      299,708



      $

      302,517


      Derivative liability

      115,464



      8


        Total current liabilities

      415,172



      302,525






      Noncurrent liabilities:




      Revolving credit facility

      —



      202,000


      Senior Notes, net of unamortized deferred financing costs

      2,766,719



      2,315,970


      Senior Convertible Notes, net of unamortized discount and deferred financing costs

      130,856



      —


      Asset retirement obligation

      96,134



      137,284


      Asset retirement obligation associated with oil and gas properties held for sale

      26,241



      241


      Deferred income taxes

      315,672



      758,279


      Derivative liability

      98,340



      —


      Other noncurrent liabilities

      47,244



      52,943


        Total noncurrent liabilities

      3,481,206



      3,466,717






      Stockholders' equity:




      Common stock, $0.01 par value - authorized: 200,000,000 shares; issued and outstanding: 111,257,500 and 68,075,700 shares, respectively

      1,113



      681


      Additional paid-in capital

      1,716,556



      305,607


      Retained earnings

      794,020



      1,559,515


      Accumulated other comprehensive loss

      (14,556)



      (13,402)


        Total stockholders' equity

      2,497,133



      1,852,401






      Total Liabilities and Stockholders' Equity

      $

      6,393,511



      $

      5,621,643


      SM ENERGY COMPANY

      FINANCIAL HIGHLIGHTS

      December 31, 2016










      Consolidated Statements of Operations

      (in thousands, except share amounts)

      For the Three Months
      Ended December 31,


      For the Twelve Months
      Ended December 31,


      2016


      2015


      2016


      2015


      Operating revenues and other income:









      Oil, gas, and NGL production revenue

      $

      346,296



      $

      298,719



      $

      1,178,426



      $

      1,499,905



      Net gain on divestiture activity

      33,661



      4,534



      37,074



      43,031



      Marketed gas system revenue

      —



      4



      —



      9,485



      Other operating revenues

      (57)



      477



      1,950



      4,544



        Total operating revenues and other income

      379,900



      303,734



      1,217,450



      1,556,965












      Operating expenses:









      Oil, gas, and NGL production expense

      151,907



      169,229



      597,565



      723,633



      Depletion, depreciation, amortization, and asset retirement obligation liability accretion

      171,552



      240,025



      790,745



      921,009



      Exploration(1)

      23,699



      37,942



      65,641



      120,569



      Impairment of proved properties

      76,780



      344,249



      354,614



      468,679



      Abandonment and impairment of unproved properties

      74,450



      54,597



      80,367



      78,643



      Impairment of other property and equipment

      —



      49,369



      —



      49,369



      General and administrative (including stock-based compensation)(1)

      33,311



      33,642



      126,428



      157,668



      Change in Net Profits Plan liability

      (751)



      (6,351)



      (7,200)



      (19,525)



      Net derivative (gain) loss(2)

      129,547



      (123,340)



      250,633



      (408,831)



      Marketed gas system expense

      —



      (7)



      —



      13,922



      Other operating expenses

      3,792



      9,952



      17,972



      30,612



        Total operating expenses

      664,287



      809,307



      2,276,765



      2,135,748












      Loss from operations

      (284,387)



      (505,573)



      (1,059,315)



      (578,783)












      Non-operating income (expense):









      Interest expense

      (46,356)



      (31,566)



      (158,685)



      (128,149)



      Gain (loss) on extinguishment of debt

      —



      —



      15,722



      (16,578)



      Other, net

      130



      26



      362



      649












      Loss before income taxes

      (330,613)



      (537,113)



      (1,201,916)



      (722,861)



      Income tax benefit

      129,667



      196,855



      444,172



      275,151












      Net loss

      $

      (200,946)



      $

      (340,258)



      $

      (757,744)



      $

      (447,710)












      Basic weighted-average common shares outstanding

      91,440



      67,976



      76,568



      67,723



      Diluted weighted-average common shares outstanding

      91,440



      67,976



      76,568



      67,723



      Basic net loss per common share

      $

      (2.20)



      $

      (5.01)



      $

      (9.90)



      $

      (6.61)



      Diluted net loss per common share

      $

      (2.20)



      $

      (5.01)



      $

      (9.90)



      $

      (6.61)












      (1) Non-cash stock-based compensation component included in:









      Exploration expense

      $

      1,410



      $

      2,082



      $

      6,447



      $

      7,411



      General and administrative expense

      $

      5,002



      $

      4,893



      $

      20,450



      $

      20,056












      (2) The net derivative (gain) loss line item consists of the following:









      Settlement gain

      $

      (23,244)



      $

      (124,847)



      $

      (329,478)



      $

      (512,566)



      Loss on fair value changes

      152,791



      1,507



      580,111



      103,735



      Net derivative (gain) loss

      $

      129,547



      $

      (123,340)



      $

      250,633



      $

      (408,831)



      SM ENERGY COMPANY

      FINANCIAL HIGHLIGHTS

      December 31, 2016

      Consolidated Statements of Stockholders' Equity


      Additional
      Paid-in
      Capital








      Accumulated
      Other
      Comprehensive
      Loss


       Total
      Stockholders'
      Equity

      (in thousands, except share amounts)











      Common Stock



      Treasury Stock


      Retained
      Earnings




      Shares


      Amount



      Shares


      Amount




      Balances, January 1, 2014

      67,078,853



      $

      671



      $

      257,720



      (22,412)



      $

      (823)



      $

      1,354,669



      $

      (5,416)



      $

      1,606,821


      Net income

      —



      —



      —



      —



      —



      666,051



      —



      666,051


      Other comprehensive loss

      —



      —



      —



      —



      —



      —



      (5,896)



      (5,896)


      Cash dividends, $ 0.10 per share

      —



      —



      —



      —



      —



      (6,723)



      —



      (6,723)


      Issuance of common stock under Employee Stock Purchase Plan

      83,136



      1



      4,060



      —



      —



      —



      —



      4,061


      Issuance of common stock upon vesting of RSUs and settlement of PSUs, net of shares used for tax withholdings

      256,718



      3



      (10,627)



      —



      —



      —



      —



      (10,624)


      Issuance of common stock upon stock option exercises

      39,088



      —



      816



      —



      —



      —



      —



      816


      Stock-based compensation expense

      5,265



      —



      31,871



      22,412



      823



      —



      —



      32,694


      Other income tax expense

      —



      —



      (545)



      —



      —



      —



      —



      (545)


      Balances, December 31, 2014

      67,463,060



      $

      675



      $

      283,295



      —



      $

      —



      $

      2,013,997



      $

      (11,312)



      $

      2,286,655


      Net loss

      —



      —



      —



      —



      —



      (447,710)



      —



      (447,710)


      Other comprehensive loss

      —



      —



      —



      —



      —



      —



      (2,090)



      (2,090)


      Cash dividends, $ 0.10 per share

      —



      —



      —



      —



      —



      (6,772)



      —



      (6,772)


      Issuance of common stock under Employee Stock Purchase Plan

      197,214



      2



      4,842



      —



      —



      —



      —



      4,844


      Issuance of common stock upon vesting of RSUs and settlement of PSUs, net of shares used for tax withholdings

      375,523



      4



      (8,682)



      —



      —



      —



      —



      (8,678)


      Stock-based compensation expense

      39,903



      —



      27,467



      —



      —



      —



      —



      27,467


      Other income tax expense

      —



      —



      (1,315)



      —



      —



      —



      —



      (1,315)


      Balances, December 31, 2015

      68,075,700



      $

      681



      $

      305,607



      —



      $

      —



      $

      1,559,515



      $

      (13,402)



      $

      1,852,401


      Net loss

      —



      —



      —



      —



      —



      (757,744)



      —



      (757,744)


      Other comprehensive loss

      —



      —



      —



      —



      —



      —



      (1,154)



      (1,154)


      Cash dividends, $ 0.10 per share

      —



      —



      —



      —



      —



      (7,751)



      —



      (7,751)


      Issuance of common stock under Employee Stock Purchase Plan

      218,135



      2



      4,196



      —



      —



      —



      —



      4,198


      Issuance of common stock upon vesting of RSUs and settlement of PSUs, net of shares used for tax withholdings

      199,243



      2



      (2,356)



      —



      —



      —



      —



      (2,354)


      Stock-based compensation expense

      53,473



      1



      26,896



      —



      —



      —



      —



      26,897


      Issuance of common stock from stock offerings, net of tax

      42,710,949



      427



      1,382,666



      —



      —



      —



      —



      1,383,093


      Equity component of 1.50% Senior Convertible Notes due 2021 issuance, net of tax

      —



      —



      33,575



      —



      —



      —



      —



      33,575


      Purchase of capped call transactions

      —



      —



      (24,195)



      —



      —



      —



      —



      (24,195)


      Other income tax expense

      —



      —



      (9,833)



      —



      —



      —



      —



      (9,833)


      Balances, December 31, 2016

      111,257,500



      $

      1,113



      $

      1,716,556



      —



      $

      —



      $

      794,020



      $

      (14,556)



      $

      2,497,133


      SM ENERGY COMPANY

      FINANCIAL HIGHLIGHTS

      December 31, 2016









      Consolidated Statements of Cash Flows






      (in thousands)

       For the Three Months


       For the Twelve Months


      Ended December 31,


      Ended December 31,


      2016


      2015


      2016


      2015

      Cash flows from operating activities:








      Net loss

      $

      (200,946)



      $

      (340,258)



      $

      (757,744)



      $

      (447,710)


      Adjustments to reconcile net loss to net cash provided by operating activities:








      Net gain on divestiture activity

      (33,661)



      (4,534)



      (37,074)



      (43,031)


      Depletion, depreciation, amortization, and asset retirement obligation liability accretion

      171,552



      240,025



      790,745



      921,009


      Exploratory dry hole expense

      —



      13,752



      (16)



      36,612


      Impairment of proved properties

      76,780



      344,249



      354,614



      468,679


      Abandonment and impairment of unproved properties

      74,450



      54,597



      80,367



      78,643


      Impairment of other property and equipment

      —



      49,369



      —



      49,369


      Stock-based compensation expense

      6,412



      6,975



      26,897



      27,467


      Change in Net Profits Plan liability

      (751)



      (6,351)



      (7,200)



      (19,525)


      Net derivative (gain) loss

      129,547



      (123,340)



      250,633



      (408,831)


      Derivative settlement gain

      23,244



      124,847



      329,478



      (512,566)


      Amortization of discount and deferred financing costs

      4,251



      1,907



      9,938



      7,710


      Non-cash (gain) loss on extinguishment of debt

      —



      —



      (15,722)



      4,123


      Deferred income taxes

      (133,873)



      (196,334)



      (448,643)



      (276,722)


      Plugging and abandonment

      (992)



      (1,956)



      (6,214)



      (7,496)


      Other, net

      5,891



      10,091



      3,499



      13,761


      Changes in current assets and liabilities:








      Accounts receivable

      (11,783)



      34,864



      (10,562)



      140,200


      Prepaid expenses and other

      826



      1,976



      8,478



      2,563


      Accounts payable and accrued expenses

      11,956



      (12,020)



      (53,210)



      (86,267)


      Accrued derivative settlements

      14,889



      (4,356)



      34,540



      5,232


      Net cash provided by operating activities

      137,792



      193,503



      552,804



      978,352










      Cash flows from investing activities:








      Net proceeds from the sale of oil and gas properties

      744,233



      22,835



      946,062



      357,938


      Capital expenditures

      (137,117)



      (231,737)



      (629,911)



      (1,493,608)


      Acquisition of proved and unproved oil and gas properties

      (2,161,937)



      (896)



      (2,183,790)



      (7,984)


      Other, net

      46,000



      5



      (3,000)



      (985)


      Net cash used in investing activities

      (1,508,821)



      (209,793)



      (1,870,639)



      (1,144,639)










      Cash flows from financing activities:








      Proceeds from credit facility

      204,000



      268,000



      947,000



      1,872,500


      Repayment of credit facility

      (204,000)



      (250,000)



      (1,149,000)



      (1,836,500)


      Debt issuance costs related to credit facility

      —



      —



      (3,132)



      —


      Net proceeds from Senior Notes

      (757)



      —



      491,640



      490,951


      Cash paid to repurchase Senior Notes

      —



      —



      (29,904)



      (350,000)


      Net proceeds from Senior Convertible Notes

      (64)



      —



      166,617



      —


      Cash paid for capped call transactions

      (86)



      —



      (24,195)



      —


      Net proceeds from sale of common stock

      405,002



      1,687



      938,268



      4,844


      Dividends paid

      (4,347)



      (3,399)



      (7,751)



      (6,772)


      Net share settlement from issuance of stock awards

      (13)



      (176)



      (2,354)



      (8,678)


      Other, net

      —



      (1)



      —



      (160)


      Net cash provided by financing activities

      399,735



      16,111



      1,327,189



      166,185










      Net change in cash and cash equivalents

      (971,294)



      (179)



      9,354



      (102)


      Cash and cash equivalents at beginning of period

      980,666



      197



      18



      120


      Cash and cash equivalents at end of period

      $

      9,372



      $

      18



      $

      9,372



      $

      18




      SM ENERGY COMPANY



      FINANCIAL HIGHLIGHTS



      December 31, 2016


      Adjusted EBITDAX(1)







      (in thousands)
















      Reconciliation of net loss (GAAP) to adjusted EBITDAX (non-GAAP) to net cash provided by operating activities (GAAP):

      For the Three Months
      Ended December 31,


      For the Twelve Months
      Ended December 31,


      2016


      2015


      2016


      2015

      Net loss (GAAP)

      $

      (200,946)



      $

      (340,258)



      $

      (757,744)



      $

      (447,710)


      Interest expense

      46,356



      31,566



      158,685



      128,149


      Other non-operating income, net

      (130)



      (26)



      (362)



      (649)


      Income tax benefit

      (129,667)



      (196,855)



      (444,172)



      (275,151)


      Depletion, depreciation, amortization, and asset retirement obligation liability accretion

      171,552



      240,025



      790,745



      921,009


      Exploration(2)

      22,289



      35,860



      59,194



      113,158


      Impairment of proved properties

      76,780



      344,249



      354,614



      468,679


      Abandonment and impairment of unproved properties

      74,450



      54,597



      80,367



      78,643


      Impairment of other property and equipment

      —



      49,369



      —



      49,369


      Stock-based compensation expense

      6,412



      6,975



      26,897



      27,467


      Net derivative (gain) loss

      129,547



      (123,340)



      250,633



      (408,831)


      Derivative settlement gain(3)

      23,244



      124,847



      329,478



      512,566


      Change in Net Profits Plan liability

      (751)



      (6,351)



      (7,200)



      (19,525)


      Net gain on divestiture activity

      (33,661)



      (4,534)



      (37,074)



      (43,031)


      (Gain) loss on extinguishment of debt

      —



      —



      (15,722)



      16,578


      Materials inventory impairment

      744



      153



      2,436



      4,054


      Adjusted EBITDAX (Non-GAAP)

      $

      186,219



      $

      216,277



      $

      790,775



      $

      1,124,775


      Interest expense

      (46,356)



      (31,566)



      (158,685)



      (128,149)


      Other non-operating income, net

      130



      26



      362



      649


      Income tax benefit

      129,667



      196,855



      444,172



      275,151


      Exploration(2)

      (22,289)



      (35,860)



      (59,194)



      (113,158)


      Exploratory dry hole expense

      —



      13,752



      (16)



      36,612


      Amortization of discount and deferred financing costs

      4,251



      1,907



      9,938



      7,710


      Deferred income taxes

      (133,873)



      (196,334)



      (448,643)



      (276,722)


      Plugging and abandonment

      (992)



      (1,956)



      (6,214)



      (7,496)


      Loss on extinguishment of debt

      —



      —



      —



      (12,455)


      Other, net

      5,147



      9,938



      1,063



      9,707


      Changes in current assets and liabilities

      15,888



      20,464



      (20,754)



      61,728


      Net cash provided by operating activities (GAAP)

      $

      137,792



      $

      193,503



      $

      552,804



      $

      978,352



      (1) Adjusted EBITDAX represents net income (loss) before interest expense, other non-operating income or expense, income taxes, depletion, depreciation, amortization and asset retirement obligation liability accretion expense, exploration expense, property impairments, non-cash stock-based compensation expense, derivative gains and losses net of settlements, change in the Net Profits Plan liability, gains and losses on divestitures, gains or losses on extinguishment of debt, and materials inventory impairments.  Adjusted EBITDAX excludes certain items that we believe affect the comparability of operating results and can exclude items that are generally one-time in nature or whose timing and/or amount cannot be reasonably estimated.  Adjusted EBITDAX is a non-GAAP measure that we present because we believe it provides useful additional information to investors and analysts, as a performance measure, for analysis of our ability to internally generate funds for exploration, development, acquisitions, and to service debt.  We are also subject to financial covenants under our Credit Agreement based on adjusted EBITDAX ratios.  In addition, adjusted EBITDAX is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the oil and gas exploration and production industry, and many investors use the published research of industry research analysts in making investment decisions.  Adjusted EBITDAX should not be considered in isolation or as a substitute for net income (loss), income (loss) from operations, net cash provided by operating activities, or profitability or liquidity measures prepared under GAAP.  Because adjusted EBITDAX excludes some, but not all items that affect net income (loss) and may vary among companies, the adjusted EBITDAX amounts presented may not be comparable to similar metrics of other companies.  Our credit facility provides a material source of liquidity for us.  Under the terms of our Credit Agreement, if we fail to comply with the covenants that establish a maximum permitted ratio of senior secured debt to adjusted EBITDAX and a minimum permitted ratio of adjusted EBITDAX to interest, we will be in default, an event that would prevent us from borrowing under our credit facility and would therefore materially limit our sources of liquidity.  In addition, if we default under our credit facility and are unable to obtain a waiver of that default from our lenders, lenders under that facility and under indentures governing our outstanding Senior Notes and Senior Convertible Notes would be entitled to exercise all of their remedies for default.

      (2) Stock-based compensation expense is a component of exploration expense and general and administrative expense on the accompanying statements of operations.  Therefore, the exploration line items shown in the reconciliation above will vary from the amount shown on the accompanying statements of operations for the component of stock-based compensation expense recorded to exploration expense.

      (3) Derivative settlement gain for the year ended December 31, 2015, includes $15.3 million of gains on the early settlement of futures contracts as a result of divesting our Mid-Continent assets during the second quarter of 2015.

      SM ENERGY COMPANY


      FINANCIAL HIGHLIGHTS


      December 31, 2016











      Adjusted Net Loss





      (in thousands, except per share data)

      For the Three Months

      Ended December 31,


      For the Twelve Months

      Ended December 31,



      2016


      2015


      2016


      2015


      Net loss (GAAP)

      $

      (200,946)



      $

      (340,258)



      $

      (757,744)



      $

      (447,710)



      Change in Net Profits Plan liability

      (751)



      (6,351)



      (7,200)



      (19,525)



      Derivative (gain) loss

      129,547



      (123,340)



      250,633



      (408,831)



      Derivative settlement gain

      23,244



      124,847



      329,478



      512,566



      Net gain on divestiture activity

      (33,661)



      (4,534)



      (37,074)



      (43,031)



      Impairment of proved properties

      76,780



      344,249



      354,614



      468,679



      Abandonment and impairment of unproved properties

      74,450



      54,597



      80,367



      78,643



      Impairment of other property and equipment

      —



      49,369



      —



      49,369



      Termination fee on temporary second lien facility

      —



      —



      10,000



      —



      (Gain) loss on extinguishment of debt

      —



      —



      (15,722)



      16,578



      Unwinding of derivatives contracts related to Mid-continent

      —



      —



      —



      (15,329)



      Other(3)

      445



      850



      (531)



      9,390



      Tax effect of adjustments(1)

      (97,760)



      (160,486)



      (349,173)



      (236,707)



      Adjusted net loss (Non-GAAP)(2)

      $

      (28,652)



      $

      (61,057)



      $

      (142,352)



      $

      (35,908)












      Diluted net loss per common share (GAAP)

      $

      (2.20)



      $

      (5.01)



      $

      (9.90)



      $

      (6.61)



      Change in Net Profits Plan liability

      (0.01)



      (0.09)



      (0.09)



      (0.29)



      Derivative (gain) loss

      1.42



      (1.81)



      3.27



      (6.04)



      Derivative settlement gain

      0.25



      1.84



      4.30



      7.57



      Net gain on divestiture activity

      (0.37)



      (0.07)



      (0.48)



      (0.64)



      Impairment of proved properties

      0.84



      5.06



      4.63



      6.92



      Abandonment and impairment of unproved properties

      0.81



      0.80



      1.05



      1.16



      Impairment of other property and equipment

      —



      0.73



      —



      0.73



      Termination fee on temporary second lien facility

      —



      —



      0.13



      —



      (Gain) loss on extinguishment of debt

      —



      —



      (0.21)



      0.24



      Unwinding of derivatives contracts related to Mid-continent

      —



      —



      —



      (0.23)



      Other(3)

      —



      0.01



      (0.01)



      0.14



      Tax effect of adjustments(1)

      (1.05)



      (2.36)



      (4.55)



      (3.48)



      Adjusted net loss per diluted common share (Non-GAAP)(2)

      $

      (0.31)



      $

      (0.90)



      $

      (1.86)



      $

      (0.53)












      Diluted weighted-average shares outstanding (GAAP)

      91,440



      67,976



      76,568



      67,723





      (1) For the three and twelve-month periods ended December 31, 2016, adjustments are shown before tax effect which is calculated using a tax rate of 36.2%, which approximates the Company's statutory tax rate adjusted for ordinary permanent differences.  For the three and twelve-month periods ended December 31, 2015, adjustments are shown before tax effect and are calculated using a tax rate of 36.5%, which approximates the Company's statutory tax rate adjusted for ordinary permanent differences.

      (2) Adjusted net income (loss) excludes certain items that the Company believes affect the comparability of operating results.  Items excluded generally are non-recurring items or are items whose timing and/or amount cannot be reasonably estimated.  These items include non-cash and other adjustments, such as the change in the Net Profits Plan liability, derivative gain, net of derivative settlement gains, impairments, and net gain on divestiture activity. The non-GAAP measure of adjusted net income (loss) is presented because management believes it provides useful additional information to investors for analysis of SM Energy's fundamental business on a recurring basis.  In addition, management believes that adjusted net income (loss) is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the oil and gas exploration and production industry, and many investors use the published research of industry research analysts in making investment decisions.  Adjusted net income (loss) should not be considered in isolation or as a substitute for net income (loss), income (loss) from operations, cash provided by operating activities, or other income, profitability, cash flow, or liquidity measures prepared under GAAP.  Since adjusted net income (loss) excludes some, but not all, items that affect net income (loss) and may vary among companies, the adjusted net income (loss) amounts presented may not be comparable to similarly titled measures of other companies.

      (3) For the three and twelve-month periods ended December 31, 2016 and December 31, 2015, the adjustments are related to the impairment of materials inventory and estimated adjustments relating to claims on royalties on certain Federal and Indian leases, which are included in other operating expenses on the Company's consolidated statements of operations.  These items are included as a portion of other operating revenues and non-operating income (expense), other, net, on the Company's consolidated statements of operations.








      Regional proved oil and gas reserve quantities:












      South Texas & Gulf
      Coast


      Permian


      Rocky Mountain


      Total

      Year-end 2016 proved reserves







      Oil (MMBbl)


      35.4


      37.9


      31.6


      104.9

      Gas (Bcf)


      989.3


      94.6


      27.2


      1,111.1

      NGL (MMBbl)


      105.2


      0.1


      0.5


      105.7

      Total (MMBOE)


      305.4


      53.8


      36.5


      395.8

      % Proved developed


      55 %


      40 %


      53 %


      53 %

      SM ENERGY COMPANY

      FINANCIAL HIGHLIGHTS

      December 31, 2016



      Costs incurred in oil and gas producing activities(1):

      (in thousands)


      Reconciliation of Cost Incurred in Oil and Gas Producing Activities (GAAP) to Total Capital Spend (Non-GAAP)

      For the Year Ended
      December 31, 2016



      Development costs (2)

      $

      595,331


      Exploration costs

      118,224


      Acquisition costs:


      Proved properties

      201,672


      Unproved properties

      2,458,667


      Total, including asset retirement obligation

      $

      3,373,894




      Less: Asset retirement obligation

      (15,574)


      Less: Capitalized interest

      (17,004)


      Less: Proved property acquisitions

      (201,672)


      Less: Unproved property acquisitions

      (2,451,152)


      Less: Other

      (1,938)


      Total Capital Spend

      $

      686,554



      (1) The non-GAAP measure of total capital spend is presented because management believes it provides useful information to investors for analysis of SM Energy's fundamental business on a recurring basis. In addition, management believes that total capital spend is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies in the oil and gas exploration and production industry, and many investors use the published research of industry research analysts in making investment decisions. total capital spend should not be considered in isolation or as a substitute for Cost Incurred or other capital spending measures prepared under GAAP. The total capital spend amounts presented may not be comparable to similarly titled measures of other companies.

      (2) Includes facility costs of $25.9 million.

      SOURCE SM Energy Company

      Modal title

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