SecProbe.io

Mail Stop 4628
July 19 , 201 6

A. Wade Pursell
Chief Financial Officer
SM Energy Company
1775 Sherman Street, Suite 1200
Denver, CO  80203

Re: SM Energy Company
Form 10-K for Fiscal Year Ended December 31, 201 5
Filed February 2 4, 201 6
Form 8 -K filed February 24, 2016
File No. 1 -31539

Dear Mr. Pursell :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us  with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments app ly to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Reserves, page 8

Proved Undeveloped Reserves, page 10

1. We note that drilled but uncompleted wells represented approximately 26% of total
proved undeveloped reserves  at December 31, 2015.  Please revise to provide additional
detail regarding the planned timing and the expected cap ital expenditures necessary to
complete these wells.  In addition, if any of these wells are located on acreage scheduled
to expire during the next three fiscal years, describe your plans to retain this acreage if
the wells will not be completed prior to l ease expiration.

A. Wade Pursell
SM Energy Company
July 19 , 201 6
Page 2

 Major Customers, page 16

2. We note that one individual customer accounted for 21% and 19% of your 2015 and 2014
net revenues, respectively.  It appears that this customer is also your joint venture partner
and you indicate that you share the risk of non -performance by this customer’s
counterparty purchasers.  Please revise to disclose the name and the relationship, if any,
with such customer, or tell us how you concluded you are not required to do so.  Refer to
Item 101(c) (1)(vii) of Regu lation S -K.  We further note your disclosure on page 96
discussing your dependence on your key customer.  In addition, please tell us what
consideration you gave to filing any agreements with this customer as a material contract
pursuant to Item 601(b)(10)  of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
58

Critical Accounting Policies and Estimates, page 81

Oil and Gas Reserve Quantities, page 81

3. Disclosure showing the estimated change to yo ur total reported reserve volumes from a
10% decrease in SEC pricing is shown on page 82 of your filing.  Revise your disclosure
to clarify, if true, that this hypothetical change in the commodity prices used to estimate
your proved reserves is based on yo ur expectations for future commodity prices.
Otherwise, revise to provide disclosure addressing the impact of known material trends in
commodity prices and quantifying the reasonably likely impact these prices will have on
your reserve quantities.  Refer to Item 303 of Regulation S -K and Section III.B.3. of SEC
Release 33 -8350.

Impairment of Oil and Gas Properties, page 82

4. You recorded impairment charges of $547.3 million to your proved and unproved
properties in 2015.  In addition , you state the following in your Form 10 -K: “If
commodity prices remain at levels near those as of January 31, 2016, we would expect to
incur impa irments in the first quarter of 2016 of up to approximately $250 million.”
Revise to provide a more robust discussion of your critical accounting policies and
estimates that focuses on the assumptions and uncertainties that underlie the process
through wh ich you evaluate your properties for impairment.  Your revised disclosure
should qualitatively and quantitatively analyze the sensitivity of reported results to
changes in your assumptions, judgments, and estimates, including the likelihood of
obtaining ma terially different results if different assumptions are applied.  Refer to
section V of SEC Release No. 33 -8350.

A. Wade Pursell
SM Energy Company
July 19 , 201 6
Page 3

 Supplemental Oil & Gas Information, page 137

Standardized Measure of Discounted Future Net Cash Flows, page 139

5. Future development costs used to calculate the standardized measure of discounted future
net cash flows totaled $2.0 billion as of December 31, 2015 compared to $3.3 billion as
of December 31, 2014.  Provide us with an explanation for this change consideri ng both
recent changes in proved undeveloped reserves and development costs actually incurred
during 2015.

6. Please revise to provide disclosure explaining why future income taxes used to calculate
the standardized measure of discounted future net cash flo ws as of December 31, 2015
are $0.  Refer to FASB ASC 932 -235-50-31 and 36.  Also, tell us why PV -10, which is
reconciled to the standardized measure of discounted future net cash flows on page 10 of
your Form 10 -K, is not equal to the standardized measure  of discounted future net cash
flows as of December 31, 2015 considering that future income taxes are $0.

Form 8 -K filed February 24, 2016

7. We note your presentation of “ production replacement,” a metric defined as reserve
additions and performance revisi ons divided by 2015 total production.  Address the
following regarding the presentation of this metric :

 Tell us why you believe this metric is useful to investors and the reasons you began
disclosing it;

 Describe how showing “production replacement” for 2015 of 324% is a relevant data
point considering that your proved reserves decreased by 10%, primarily due to 149
MMBoe net negative revisions of previous estimates; and

 Explain why this metric does not reflect management’s decision to defer the
development of certain proved undeveloped reserves in favor of reserve additions
from “recent pilots and testing programs.”

In addition, we note your statement that  this metric exceeded 250% in each of the last s ix
years.  Provide us with the calculations supporting this statement together with a
reconciliation of beginning and ending proved reserves for each of the six years.

8. We note that you are subject to a financial covenant under your credit facility based o n
the non -GAAP measure “Adjusted EBITDAX.”   Revise your disclosure to address the
actual or reasonably likely effects of compliance or non -compliance with the covenant on
your financial condition and liquidity.  Refer to Question 102.09 of the Compliance a nd
Disclosure Interpretations for Non - GAAP Financial Measures.

A. Wade Pursell
SM Energy Company
July 19 , 201 6
Page 4

 9. You describe “Adjusted net income (loss)” as a non -GAAP measure that provides useful
information to investors for analysis of your fundamental business on a recurring basis.
However, numerou s adjustments to this non -GAAP measure relate to expenses that occur
in multiple periods (e.g., impairment of proved properties, abandonment and impairment
of unproved properties, etc).  Tell us how these types of adjustments are consistent with
your defin ition of “Adjusted net income (loss).”

10. You have presented the non -GAAP measure ”Adjusted net earnings (loss) per diluted
common share” without direct reconciliation to the most directly comparable per share
amount calculated in accordance with GAAP.  Revi se to include a reconciliation of the
non-GAAP per share amounts presented in your Form 8 -K.  Refer to Item 10(e)(i)(B) of
Regulation S -K and, for further guidance, Question 102.05 of the Compliance and
Disclosure Interpretations for Non - GAAP Financial Me asures.

11. You disclose non -GAAP measures in your earnings release headlines without also
presenting the comparable GAAP measures and show non -GAAP measures that precede
the most directly comparable GAAP measures in your earnings release.  In addition,
adjustments to arrive at non -GAAP measures are presented “net of tax.”  Your
presentation appears to be inconsistent with the updated Compliance and Disclosure
Interpretations  the Division issued on May 17, 2016.  Please review this guidance when
preparing yo ur next earnings release.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rule s require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

A. Wade Pursell
SM Energy Company
July 19 , 201 6
Page 5

 You may contact Wei Lu, Staf f Accountant, at (202) 551 -3725 or Ethan Horowitz,
Accounting  Branch Chief, at (202) 551 -3311 if you have questions regarding comments on the
financial statements and related matters.   Please contact Parhaum J. Hamidi, Attorney -Adviser, at
(202) 551 -3421 , or me at (202) 551 -3642 with any other questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources