SM Energy Reports Results and Record Production for First Quarter of 2011; Adopts 3-Stream Sales Reporting Model for Production

    --  Reports record quarterly production of 36.1 BCFE, or approximately 401.4
        MMCFE/d, on a 3-stream sales reporting basis
    --  Estimates quarterly pro forma production of 33.6 BCFE on legacy 2-stream
        wellhead sales reporting basis compared to guidance of 30-33 BCFE
    --  Reports GAAP net loss of ($18.5 million), or ($0.29) per diluted share,
        driven by non-cash derivative losses
    --  Reports adjusted net income of $28.1 million, or $0.42 per adjusted
        diluted share
    --  Recasts remaining 2011 guidance on a 3-stream sales reporting basis

DENVER--(BUSINESS WIRE)-- SM Energy Company (NYSE: SM) today reports financial results from the first quarter of 2011. In addition, a new presentation for the first quarter earnings and operational update will be posted on the Company's website at www.sm-energy.com. This presentation will be referenced during the conference call scheduled for 8:00 a.m. Mountain time (10:00 a.m. Eastern time) on May 3, 2011. Information for the earnings call can be found below.

REPORTING CHANGES EFFECTIVE FIRST QUARTER OF 2011

Beginning with the first quarter of 2011, SM Energy began reporting production using a 3-stream sales reporting method. Previously, the Company reported production on a 2-stream wellhead sales reporting method. SM Energy changed its reporting for natural gas volumes to separately show natural gas and NGL production volumes consistent with the title transfer for each product. Projected rapid production growth from rich gas assets with plant product sales contracts, primarily in the Eagle Ford shale, necessitated a change in the Company's production volume reporting. Prior period amounts and metrics, including production volumes, revenues, and realized commodity prices, have not been reclassified to conform to the current presentation given the immateriality of NGL items in those prior periods.

In addition, as disclosed in the Company's 2010 Form 10-K, SM Energy elected to discontinue cash flow hedge accounting for derivative contracts used to manage commodity price risks beginning in the first quarter of 2011. This accounting policy change does not alter the economics of the Company's derivative transactions. As a result of this change, both realized and unrealized gains and losses from commodity price management activities will be included in the income statement on the line titled "Unrealized and realized derivative (gain) loss". Hedging balances accounted for in the balance sheet line titled "accumulated other comprehensive loss" as of December 31, 2010 will now be recognized in the income statement line titled "Realized hedge gain (loss)" as they are realized.

FIRST QUARTER 2011 RESULTS

SM Energy posted a net loss for the first quarter of 2011 of ($18.5 million), or ($0.29) per diluted share. This compares to net income of $126.2 million, or $1.96 per diluted share, for the same period of 2010. Adjusted net income for the quarter was $28.1 million, or $0.42 per adjusted diluted share, versus adjusted net income of $28.9 million, or $0.45 per diluted share, for the first quarter of 2010. Adjusted net income excludes certain items that the Company believes affect the comparability of operating results. Items excluded are generally one-time items or are items whose timing and/or amount cannot be reasonably estimated, and large non-cash items such as unrealized gains or losses from derivative activity. A summary of the adjustments made to arrive at adjusted net income is presented in the table below.


Adjusted Net Income Reconciliation

(In thousands, except per share data)

Reconciliation of Net Income (Loss) (GAAP)

To Adjusted Net Income (Non-GAAP):

                                         For the Three Months Ended March 31,

                                         2011        2010

Reported Net Income (Loss) (GAAP)        ($18,503 )  $126,178

Adjustments, net of tax: (1)

Change in Net Profits Plan liability     $8,886      ($17,112 )

Unrealized portion of derivative (gain)  $51,339     ($4,853  )
loss

Gain on divestiture activity             ($15,597 )  ($75,909 )

Abandonment & impairment of unproved     $1,927      $567
properties

Adjusted Net Income (Non-GAAP)           $28,052     $28,871

Diluted Net Income (Loss) per common
share:

As reported (GAAP)                       ($0.29   )  $1.96

Adjusted (Non-GAAP) (2)                  $0.42       $0.45

Diluted weighted-average common shares
outstanding:

As reported (GAAP)                       63,447      64,377

Adjusted (Non-GAAP)(2)                   66,490      64,377

NOTE: Totals may not add due to rounding

(1) Adjustments are shown net of tax using the effective income tax rate as
calculated by dividing the income tax benefit (expense)
by income (loss) before income taxes as stated on the consolidated statement
of operations.

(2) Adjusted net income per diluted share is calculated using potentially
dilutive securities related to unvested restricted stock units,
in-the-money outstanding options to purchase the Company's common stock,
contingent Performance Share Awards, and shares
into which the 3.50% Senior Convertible Notes may be converted, as calculated
for accounting purposes using the treasury stock
method as applied to the Company's net share settlement option for the notes.
On a GAAP basis, these items were not treated
as dilutive securities in the first quarter of 2011 as the Company reported a
GAAP loss for the quarter.



Operating cash flow increased to $161.4 million for the first quarter of 2011 from $133.2 million in the same period of 2010. Net cash provided by operating activities increased to $156.7 million for the first quarter of 2011 from $153.9 million in the same period in 2010.

Adjusted net income and operating cash flow are non-GAAP financial measures - please refer to the respective reconciliation in the accompanying Financial Highlights section at the end of this press release for additional information about these measures.

SM Energy reported quarterly production of 36.1 BCFE, or an average of 401.4 MMCFE/d, on a 3-stream sales reporting basis. Pro forma production based on a 2-stream wellhead sales reporting basis is estimated to be 33.6 BCFE, or an average of 373.1 MMCFE/d for the quarter, which was slightly above the guidance range of 30 - 33 BCFE, or an average of 333 to 366 MMCFE/d.

Revenues and other income for the quarter were $315.3 million compared to $360.1 million for the same period of 2010. Below is a table which displays by product the average realized price received by the Company, as well as the net average realized price after taking into account cash settlements for derivative transactions.


Average Realized Commodity Prices for Quarter Ended March 31, 2011

                            Before the impact of  After the impact of
                            derivative cash       derivative cash
                            settlements           settlements

Oil ($/Bbl)                 $85.79                $75.07

Gas ($/Mcf)                 $4.35                 $5.04

Natural gas liquids ($/Bbl) $46.65                $40.89

Equivalent ($/MCFE)         $7.65                 $7.43



Prior to the first quarter of 2011, realized prices for natural gas were reported on a wellhead sales reporting basis. With the adoption of 3-stream sales reporting of production, the Company's realized price for natural gas will decrease as a result of the value related to NGLs being reported separately in a distinct NGL production stream. Prior periods have not been reclassified to conform to this new presentation given the immateriality of prior NGL amounts.

The table below presents production and per MCFE cost metrics both on a reported 3-stream sales reporting basis and under the previous 2-stream wellhead sales reporting basis. The latter is being provided for ease of comparison to previously issued guidance.


                              Reported 3-    Estimated         Guidance (based
Production                    stream sales   legacy 2-stream   on legacy 2-
                              reporting      wellhead sales    stream wellhead
                              method         reporting*        sales reporting)

Average daily production      401.4          373.1             333 - 366
(MMCFE/d)

Total Production (BCFE)       36.1           33.6              30 - 33

Costs

LOE ($/MCFE)                  $0.92          $0.98             $1.10 - $1.15

Transportation ($/MCFE)       $0.41          $0.45             $0.30 - $0.35

Production taxes (% of
pre-derivative oil, gas, and  6.4%           6.4%              7.0%
NGL revenue)

G&A - Cash ($/MCFE)           $0.46          $0.49             $0.54 - $0.57

G&A - Cash NPP ($/MCFE)       $0.15          $0.16             $0.16 - $0.18

G&A - Non-cash ($/MCFE)       $0.11          $0.12             $0.12 - $0.14

Total G&A ($/MCFE)            $0.72          $0.77             $0.82 - $0.89

DD&A ($/MCFE)                 $2.92          $3.14             $2.95 - $3.15

Non-cash interest expense     $3.6           $3.6              $3.6
($MM)



*The legacy 2-stream wellhead sales reporting metrics are presented to show comparability with guidance provided in the Company's press release dated February 24, 2011.

FINANCIAL POSITION AND LIQUIDITY

As of March 31, 2011, the Company's debt-to-book capitalization ratio was 34%. SM Energy has total long-term debt of $627.9 million, which is comprised of its 6.625% senior notes and 3.50% senior convertible notes, net of debt discount. The convertible notes are accounted for as if they will be net-share settled. The Company's stock price is currently trading above the conversion price for the convertible notes, which means in periods where net income is reported, there will be potentially dilutive securities from the convertible notes reflected in the Company's calculation of diluted earnings per share.

As of March 31, 2011, the Company had $191.3 million in cash and no outstanding borrowings under its long-term secured credit facility. The borrowing base for the credit facility was reduced as a result of the issuance of the 6.625% senior notes in February 2011 and now stands at $1.0 billion. SM Energy's commitment amount under its credit facility remains unchanged at $678 million. SM Energy is in compliance with all the covenants associated with this facility. The Company is currently in discussions to amend and extend this facility.

OPERATIONAL UPDATE

Record production

Production in the first quarter of 2011 reached record levels on a reported basis at 401.4 MMCFE/d. Reported average daily production grew sequentially by 17% from fourth quarter 2010 to first quarter 2011. Year over year average daily production growth from first quarter 2010 to first quarter 2011 was 40%.

Eagle Ford Shale

SM Energy is currently operating three (3) drilling rigs on its operated acreage in South Texas. The Company plans to increase its operated rig count to six (6) by the end of 2011. The drilling focus continues to be on areas with higher BTU gas content and higher condensate yields. The Company has secured multiple firm transportation agreements to increase future take-away capacity as production continues to ramp up.

SM Energy has previously announced its intention to sell down approximately 20% - 30% of its total 250,000 net acre Eagle Ford shale position, or approximately 72,000 net acres. Any transaction is expected to be announced by the end of the second quarter of 2011.

Bakken / Three Forks

Two (2) drilling rigs are currently operating for SM Energy in the Williston Basin, with a focus on horizontal development of the Bakken and Three Forks formations in the Company's prospects in Divide and McKenzie counties in North Dakota where drilling results continue to meet or exceed expectations. A third operated rig is expected to arrive in the second quarter of 2011.

Mid-Continent Region

SM Energy operated two (2) drilling rigs in its Granite Wash program in Western Oklahoma during the first quarter of 2011. The Company's acreage in the Granite Wash is held by production.

Permian Region

The Company operated one (1) drilling rig in the Permian region during the first quarter of 2011, which focused on Wolfberry tight oil assets in the region.

ArkLaTex Region

SM Energy has completed the previously announced carry and earning agreement which it used to fund development of its Haynesville shale program from the middle of 2010 through the first quarter of 2011. The Company has been exploring options for a similar carry and earning agreement to help fund the drilling of enough wells to hold leasehold with production, while minimizing the amount of SM Energy's direct capital expenditures in the play.

UPDATED CAPITAL, PRODUCTION, AND PERFORMANCE GUIDANCE

SM Energy is increasing its capital expenditure budget by $40 million to $1.080 billion to continue drilling on its operated Haynesville position in East Texas. As noted above, the Company continues to explore potential transactions that would allow for continued development of this asset on a carried basis. The Company is assuming that a transaction will be announced by the end of the second quarter of 2011. Accordingly, drilling activity in the second quarter will be paid for by SM Energy. The production guidance below accounts for this increase in activity.

The Company is recasting performance guidance based on the new 3-stream sales reporting basis.


Guidance for 2011 (based on 3-stream sales reporting)

                                                2Q11            FY 2011

Production (BCFE)                               36.0 - 39.0     146.0 - 152.0

Average daily production (MMCFE/d)              396 - 429       400 - 416

Oil production (as % of total)                  ~30%            ~30%

Natural gas production (as % of total)          ~58%            ~58%

NGL production (as % of total)                  ~12%            ~12%

LOE ($/MCFE)                                    $0.98 - $1.03   $0.95 - $1.00

Transportation ($/MCFE)                         $0.50 - $0.55   $0.52 - $0.57

Production Taxes (% of pre-derivative oil, gas, 7%              7%
and NGL revenue)

G&A - cash NPP ($/MCFE)                         $0.13 - $0.15   $0.13 - $0.15

G&A - other cash ($/MCFE)                       $0.47 - $0.50   $0.47 - $0.50

G&A - non-cash ($/MCFE)                         $0.11 - $0.13   $0.11 - $0.13

G&A TOTAL ($/MCFE)                              $0.71 - $0.78   $0.71 - $0.78

DD&A ($/MCFE)                                   $2.90 - $3.10   $2.90 - $3.10

Non-cash interest expense ($MM)                 $7.3            $17.7

Effective income tax rate range                                 37.4% - 37.7%

% of income tax that is current                                 ~5%



The increase to non-cash interest expense from the Company's historic run rate reflects the accelerated recognition of deferred financing costs associated with the current credit facility that are expected to be recognized in the second quarter of 2011 upon entering into a new or amended credit facility agreement.

EARNINGS CALL INFORMATION

The Company has scheduled a teleconference to discuss these results and other operational matters on May 3, 2011, at 8:00 a.m. Mountain time (10:00 a.m. Eastern time). The call participation number is 866-510-0676 and the participant passcode is 25235869. An audio replay of the call will be available approximately two hours after the call at 888-286-8010, with the passcode 50844239. International participants can dial 617-597-5361 to take part in the conference call, using passcode 25235869, and can access a replay of the call at 617-801-6888, using passcode 50844239. Replays can be accessed through May 10, 2011.

In addition, the call will be webcast live and can be accessed at SM Energy's website at sm-energy.com. An audio recording of the conference call will be available at that site through May 10, 2011.

INFORMATION ABOUT FORWARD LOOKING STATEMENTS

This release contains forward looking statements within the meaning of securities laws, including forecasts and projections. The words "will," "believe," "budget," "anticipate," "plan," "intend," "estimate," "forecast," and "expect" and similar expressions are intended to identify forward looking statements. 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. These risks include such factors as the volatility and level of oil, natural gas, and natural gas liquids prices, the uncertain nature of the expected benefits from the acquisition, divestiture, or joint venture of oil and gas properties, the uncertain nature of announced divestiture, joint venture, farm down or similar efforts and the ability to complete such transactions, uncertainties inherent in projecting future rates of production from drilling activities and acquisitions, the ability of midstream service providers to purchase or market the Company's production, the ability of purchasers of production to pay for those sales, the availability of debt and equity financing for purchasers of oil and gas properties, the ability of the banks in the Company's credit facility to fund requested borrowings, the ability of derivative counterparties to settle derivative contracts in favor of the Company, the imprecise nature of estimating oil and gas reserves, the availability of additional economically attractive exploration, development, and property acquisition opportunities for future growth and any necessary financings, unexpected drilling conditions and results, unsuccessful exploration and development drilling, drilling and operating service availability, 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 2010 Annual Report on Form 10-K and subsequent quarterly reports filed on Form 10-Q. 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 exploration, exploitation, development, acquisition, and production of natural gas, natural gas liquids and crude oil. 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 COMPANY

FINANCIAL HIGHLIGHTS

3/31/2011

Guidance                For the Three Months
Comparison

                        Ended March 31, 2011

                        Actual 3-Stream     Estimated
                        Sales               2-Stream           Guidance Range
                        Method              Wellhead Sales
                                            Method

Average daily
production              401.4               373.1              333 - 366
(MMCFE per day)

Total production        36.1                33.6               30 - 33
(BCFE)

Lease operating
expense (per            $0.92               $0.98              $1.10 - $1.15
MCFE)

Transportation
expense (per            $0.41               $0.45              $0.30 - $0.35
MCFE)

Production
taxes, as a
percentage of           6.4%                6.4%               7%
pre-derivative
oil, gas, and
NGL revenue

General and
administrative -        $0.46               $0.49              $0.54 - $0.57
cash (per MCFE)

General and
administrative -
cash related to         $0.15               $0.16              $0.16 - $0.18
Net Profits Plan
(per MCFE)

General and
administrative -        $0.11               $0.12              $0.12 - $0.14
non-cash (per
MCFE)

General and
administrative -        $0.72               $0.77              $0.82 - $0.89
TOTAL (per MCFE)

Depreciation,
depletion, and          $2.92               $3.14              $2.95 - $3.15
amortization
(per MCFE)

Production Data         For the Three Months

                        Ended March 31,

                        2011                2010               Percent
                                                               Change

Average realized
sales price,
before the
effects of

derivative cash
settlements: (1)

Oil (per Bbl)           $ 85.79             $ 72.73            18%

Gas (per Mcf)           4.35                6.15               -29%

NGL (per Bbl)           46.65               -                  NM

Equivalent              $ 7.65              $ 8.28             -8%
(MCFE)

Average realized
sales price,
including the
effects of

derivative cash
settlements: (1)

Oil (per Bbl)           $ 75.07             $ 66.96            12%

Gas (per Mcf)           5.04                6.84               -26%

NGL (per Bbl)           40.89               -                  NM

Equivalent              $ 7.43              $ 8.38             -11%
(MCFE)

Production: (1)

Oil (MMBbls)            1.8                 1.5                17%

Gas (Bcf)               21.7                16.6               31%

NGL (MMBbls)            0.6                 -                  NM

BCFE (6:1)              36.1                25.7               40%

Average daily
production: (1)

Oil (MBbls per          19.8                17.0               17%
day)

Gas (MMcf per           241.5               184.1              31%
day)

NGL (MBbls per          6.8                 -                  NM
day)

MMCFE per day           401.4               285.8              40%
(6:1)

Per MCFE Data:

Realized                $ 7.65              $ 8.28             -8%
equivalent price

Lease operating         0.92                1.17               -21%
expense

Transportation          0.41                0.16               156%

Production taxes        0.49                0.55               -11%

General and             0.72                0.91               -21%
administrative

Operating
profit, before
the effects of          $ 5.11              $ 5.49             -7%
derivative cash
settlements

Derivative cash         (0.22)              0.10               -320%
settlements

Operating
profit,
including the           $ 4.89              $ 5.59             -13%
effects of
derivative cash
settlements

Depletion,
depreciation,
amortization,
and

asset retirement
obligation              $ 2.92              $ 3.02             -3%
liability




(1) Prior period NGL production volumes, revenues, and prices have not been
reclassified to conform to the current presentation given the immateriality of
the volumes in prior periods. Please refer to additional discussion in the
Company's Form 10-Q for the quarter ended March 31, 2011.




Consolidated Statements of
Operations

(In thousands, except per share                For the Three Months
amounts)

                                               Ended March 31,

                                               2011                  2010

Operating revenues and other
income:

Oil, gas, and NGL production                   $ 276,313             $ 212,887
revenue

Realized hedge gain (loss)*                      (1,375  )             2,595

Gain on divestiture activity                     24,915                120,978

Marketed gas system and other                    15,476                23,675
operating revenue

Total operating revenues and other               315,329               360,135
income

Operating expenses:

Oil, gas, and NGL production                     65,812                48,340
expense

Depletion, depreciation,
amortization,

and asset retirement obligation                  105,356               77,765
liability accretion

Exploration                                      12,712                13,898

Abandonment and impairment of                    3,079                 904
unproved properties

General and administrative                       25,861                23,486

Change in Net Profits Plan                       14,195                (27,272 )
liability

Unrealized and realized derivative               88,429                (7,735  )
(gain) loss*

Marketed gas system and other                    19,857                22,998
expense

Total operating expenses                         335,301               152,384

Income (loss) from operations                    (19,972 )             207,751

Nonoperating income (expense):

Interest income                                  128                   129

Interest expense                                 (9,714  )             (6,787  )

Income (loss) before income taxes                (29,558 )             201,093

Income tax benefit (expense)                     11,055                (74,915 )

Net income (loss)                              $ (18,503 )           $ 126,178

Basic weighted-average common                    63,447                62,792
shares outstanding

Diluted weighted-average common                  63,447                64,377
shares outstanding

Basic net income (loss) per common             $ (0.29   )           $ 2.01
share

Diluted net income (loss) per                  $ (0.29   )           $ 1.96
common share




* As of January 1, 2011, the Company elected to de-designate all commodity
derivative contracts that had previously been designated as cash flow hedges as
of December 31, 2010, and to discontinue hedge accounting prospectively.
Accordingly, beginning January 1, 2011, gains and losses from commodity price
management activities, both realized and unrealized, will be included in the
income statement on the line titled "Unrealized and realized derivative (gain)
loss". Hedging balances accounted for in the balance sheet line titled
"accumulated other comprehensive loss" as of December 31, 2010 will now be
recognized in the income statement line titled "Realized hedge gain (loss)" as
they are realized. For the three months ended March 31, 2011, our adjusted oil
price was negatively impacted by $19.1 million of realized oil derivative cash
settlements, our adjusted natural gas price was positively impacted by $14.9
million of realized natural gas derivative cash settlements, and our adjusted
NGL price was negatively impacted by $3.5 million of realized NGL derivative
cash settlements.




Consolidated Balance Sheets

(In thousands, except share                March 31,              December 31,
amounts)

ASSETS                                     2011                   2010

Current assets:

Cash and cash equivalents                  $ 191,294              $ 5,077

Accounts receivable                          146,805                163,190

Refundable income taxes                      4,752                  8,482

Prepaid expenses and other                   18,565                 45,522

Derivative asset                             33,571                 43,491

Deferred income taxes                        8,503                  8,883

Total current assets                         403,490                274,645

Property and equipment
(successful efforts method), at
cost:

Land                                         1,526                  1,491

Proved oil and gas properties                3,553,287              3,389,158

Less - accumulated depletion,                (1,427,181 )           (1,326,932 )
depreciation, and amortization

Unproved oil and gas properties              92,375                 94,290

Wells in progress                            183,737                145,327

Materials inventory, at lower of             18,215                 22,542
cost or market

Oil and gas properties held for              122,838                86,811
sale

Other property and equipment, net
of accumulated depreciation

of $16,447 in 2011 and $15,480 in            45,859                 21,365
2010

                                             2,590,656              2,434,052

Other noncurrent assets:

Derivative asset                             12,325                 18,841

Other noncurrent assets                      47,053                 16,783

Total other noncurrent assets                59,378                 35,624

Total Assets                               $ 3,053,524            $ 2,744,321

LIABILITIES AND STOCKHOLDERS'
EQUITY

Current liabilities:

Accounts payable and accrued               $ 375,721              $ 417,654
expenses

Derivative liability                         114,228                82,044

Deposit associated with oil and              -                      2,355
gas properties held for sale

Total current liabilities                    489,949                502,053

Noncurrent liabilities:

Long-term credit facility                    -                      48,000

3.50% senior convertible notes,
net of unamortized

discount of $9,558 in 2011 and               277,942                275,673
$11,827 in 2010

6.625% senior notes                          350,000                -

Asset retirement obligation                  70,979                 69,052

Asset retirement obligation
associated with oil and gas                  122                    2,119
properties held for sale

Net Profits Plan liability                   147,403                135,850

Deferred income taxes                        425,029                443,135

Derivative liability                         64,574                 32,557

Other noncurrent liabilities                 15,078                 17,356

Total noncurrent liabilities                 1,351,127              1,023,742

Commitments and contingencies

Stockholders' equity:

Common stock, $0.01 par value -
authorized: 200,000,000 shares;

issued: 63,720,176 shares in 2011
and 63,412,800 shares in 2010;

outstanding, net of treasury
shares: 63,617,930 shares in 2011

and 63,310,165 shares in 2010                637                    634

Additional paid-in capital                   206,304                191,674

Treasury stock, at cost: 102,246
shares in 2011 and 102,635 shares            (386       )           (423       )
in 2010

Retained earnings                            1,020,448              1,042,123

Accumulated other comprehensive              (14,555    )           (15,482    )
loss

Total stockholders' equity                   1,212,448              1,218,526

Total Liabilities and                      $ 3,053,524            $ 2,744,321
Stockholders' Equity




Consolidated Statements of Cash
Flows

(In thousands)                                 For the Three Months

                                               Ended March 31,

                                               2011                 2010

Cash flows from operating
activities:

Net income (loss)                              $ (18,503  )         $ 126,178

Adjustments to reconcile net
income (loss) to net cash

provided by operating activities:

Gain on divestiture activity                     (24,915  )           (120,978 )

Depletion, depreciation,
amortization,

and asset retirement obligation                  105,356              77,765
liability accretion

Exploratory dry hole expense                     40                   163

Abandonment and impairment of                    3,079                904
unproved properties

Stock-based compensation expense*                5,551                5,603

Change in Net Profits Plan                       14,195               (27,272  )
liability

Unrealized derivative (gain) loss                82,012               (7,735   )

Amortization of debt discount and                3,620                3,291
deferred financing costs

Deferred income taxes                            (18,174  )           64,608

Other                                            (2,006   )           (1,285   )

Changes in current assets and
liabilities:

Accounts receivable                              16,385               (13,244  )

Refundable income taxes                          3,730                13,003

Prepaid expenses and other                       20,959               1,489

Accounts payable and accrued                     (28,341  )           31,402
expenses

Excess income tax benefit from the               (6,303   )           -
exercise of stock awards

Net cash provided by operating                   156,685              153,892
activities

Cash flows from investing
activities:

Net proceeds from sale of oil and                39,023               239,247
gas properties

Capital expenditures                             (309,691 )           (132,445 )

Deposits to restricted cash                      -                    (36,160  )

Other                                            (2,355   )           (6,500   )

Net cash provided by (used in)                   (273,023 )           64,142
investing activities

Cash flows from financing
activities:

Proceeds from credit facility                    102,000              177,559

Repayment of credit facility                     (150,000 )           (365,559 )

Net proceeds from 6.625% senior                  341,435              -
notes

Proceeds from sale of common stock               3,460                268

Excess income tax benefit from the               6,303                -
exercise of stock awards

Other                                            (643     )           (527     )

Net cash provided by (used in)                   302,555              (188,259 )
financing activities

Net change in cash and cash                      186,217              29,775
equivalents

Cash and cash equivalents at                     5,077                10,649
beginning of period

Cash and cash equivalents at end               $ 191,294            $ 40,424
of period




* Stock-based compensation expense is a component of exploration expense and
general and administrative expense on

the consolidated statements of operations. For the three months ended March 31,
2011, and 2010, respectively,

approximately $1.5 million and $1.8 million of stock-based compensation expense
was included in exploration expense.

For the three months ended March 31, 2011, and 2010, respectively, approximately
$4.0 million and $3.8 million of

stock-based compensation expense was included in general and administrative
expense.




Adjusted Net Income

(In thousands, except per share data)

Reconciliation of net income (loss)             For the Three Months
(GAAP)

to Adjusted net income (Non-GAAP):              Ended March 31,

                                                2011                2010

Reported net income (loss) (GAAP)               $ (18,503 )         $ 126,178

Adjustments net of tax: (1)

Change in Net Profits Plan liability              8,886               (17,112 )

Unrealized derivative (gain) loss                 51,339              (4,853  )

Gain on divestiture activity                      (15,597 )           (75,909 )

Abandonment and impairment of unproved            1,927               567
properties

Adjusted net income (Non-GAAP) (2)              $ 28,052            $ 28,871

Diluted net income (loss) per common
share

As reported (GAAP)                              $ (0.29   )         $ 1.96

Adjusted (Non-GAAP) (3)                         $ 0.42              $ 0.45

Diluted weighted-average common shares
outstanding:

As reported (GAAP)                                63,447              64,377

Adjusted (Non-GAAP) (3)                           66,490              64,377




(1) Adjustments are shown net of tax using the effective income tax rate;
calculated by dividing the income tax benefit (expense) by income (loss) before

income taxes as stated on the consolidated statement of operations.




(2) Adjusted net income excludes certain items that the Company believes affect
the comparability of operating results. Items excluded generally are one-time
items or are items whose timing and/or amount cannot be reasonably estimated.
These items include non-cash adjustments and impairments such as the change in
the Net Profits Plan liability, unrealized derivative (gain) loss, abandonment
and impairment of unproved properties, and gain on divestiture activity. The
non-GAAP measure of adjusted net income 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 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 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 excludes some,
but not all, items that affect net income and may vary among companies, the
adjusted net income amounts presented may not be comparable to similarly titled
measures of other companies.




(3) Adjusted net income per diluted share is calculated using potentially
dilutive securities related to unvested restricted stock units, in-the-money
outstanding options to purchase the Company's common stock, contingent
Performance Share Awards, and shares into which the 3.50% Senior Convertible
Notes may be converted, as calculated for accounting purposes using the treasury
stock method as applied to the Company's net share settlement option for the
notes. On a GAAP basis, these items were not treated as dilutive securities in
the first quarter of 2011 as the Company reported a GAAP loss for the quarter.




Operating Cash Flow

(In thousands)

Reconciliation of net cash provided by            For the Three Months
operating activities

(GAAP) to Operating cash flow (Non-GAAP):         Ended March 31,

                                                  2011               2010

Net cash provided by operating activities         $ 156,685          $ 153,892
(GAAP)

Changes in current assets and liabilities           (6,430  )          (32,650 )

Exploration                                         12,712             13,898

Less: Exploratory dry hole expense                  (40     )          (163    )

Less: Stock-based compensation expense              (1,522  )          (1,754  )
included in exploration

Operating cash flow (Non-GAAP) (4)                $ 161,405          $ 133,223




(4) Operating cash flow is computed as net cash provided by operating activities
adjusted for changes in current assets and liabilities and exploration, less
exploratory dry hole expense, and stock-based compensation expense included in
exploration. The non-GAAP measure of operating cash flow is presented because
management believes that it provides useful additional information to investors
for analysis of SM Energy's ability to internally generate funds for
exploration, development, acquisitions, and to service debt. In addition,
operating cash flow 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.
Operating cash flow 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 other income, profitability, cash flow, or liquidity measures
prepared under GAAP. Since operating cash flow excludes some, but not all items
that affect net income (loss) and net cash provided by operating activities and
may vary among companies, the operating cash flow amounts presented may not be
comparable to similarly titled measures of other companies. See the consolidated
statements of cash flows herein for more detailed cash flow information.




    Source: SM Energy