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September 2, 2022
Herbert S. Vogel
President and Chief Executive Officer
SM Energy Company
1700 Lincoln Street, Suite 3200
Denver, CO 80203
Re:SM Energy Company
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 25, 2022
Form 8-K, Filed February 24, 2022
Response dated July 22, 2022
File No. 001-31539
Dear Mr. Vogel:
            We have reviewed your July 22, 2022 response to our comment letter 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 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 13, 2022 letter.
Correspondence Dated July 22, 2022
Form 10-K for Fiscal Year Ended December 31, 2021
Business and Properties
Reserves
Proved Undeveloped Reserves, page 13
1.
We have read your response to comment 1 and note that a portion of the proved
undeveloped reserves you added as extension and discoveries are associated with infill
wells. Your discussion of the changes that occurred in total proved reserves, for the year
ended December 31, 2021, also appears to indicate that a portion of the total proved

 FirstName LastNameHerbert S. Vogel
 Comapany NameSM Energy Company
 September 2, 2022 Page 2
 FirstName LastNameHerbert S. Vogel
SM Energy Company
September 2, 2022
Page 2
reserves you added as extensions and discoveries are associated with infill wells.

Please note the staff believes that changes in reserves associated with infill drilling should
be categorized as revisions of previous estimates, rather than extensions and discoveries,
based on the guidance in Rule 4-10(a)(14) of Regulation S-X and subparagraphs (a) and
(d) of FASB ASC 932-235-50-5. Under this guidance, an extension well is a well drilled
to extend the limits of a known reservoir and results in an extension of the proved acreage.

However, infill drilling locations are already located within the previously determined
proved area and result in the recovery of known proved reserves. As a result, changes in
reserves relating to such wells should be classified as revisions of previous estimates
pursuant to the guidance in subparagraph (a) of FASB ASC 932-235-50-5. Please revise
the classifications within your reserves reconciliations and the associated narratives
accordingly.

Form 8-K, Filed February 24, 2022
Exhibit 99.1
Adjusted Operating Margin Reconciliation, page 20
2.We have reviewed your response to prior comment 1.  Please address the following:

•Disclose how adjusted operating margin before the effects of derivative settlements is
used by management and is useful to investors;
•Disclose how adjusted operating margin including the effects of derivative
settlements is used by management and is useful to investors;
•Disclose why you reconcile to an adjusted operating margin before the effects of
derivative settlements and to adjusted operating margin including the effects of
derivative settlements; and
•Reconcile from your GAAP measure to your non-GAAP measures of adjusted
operating margin.  Your current presentation places greater prominence on the non-
GAAP measure and is inconsistent with Question 102.10 of the C&DI's on Non-
GAAP Financial Measures.
3.Adjusted operating margin before the effects of derivative settlements and including the
effects of derivative settlements appears to be a performance measure.  Please tell us the
following:

•How you view an adjusted operating margin that excludes operating expenses, such
as, DD&A and asset retirement obligation accretions; and
•Why you exclude exploration costs and other operating expense, net from your non-
GAAP measures of adjusted operating margin.

 FirstName LastNameHerbert S. Vogel
 Comapany NameSM Energy Company
 September 2, 2022 Page 3
 FirstName LastName
Herbert S. Vogel
SM Energy Company
September 2, 2022
Page 3
            You may contact Sandra Wall, Petroleum Engineer at (202) 551-4727, or John Hodgin,
Petroleum Engineer, at (202) 551-3699 on engineering matters.  Please contact Sondra Snyder,
Senior Staff Accountant at (202) 551-3332 or Gus Rodriguez, Accounting Branch Chief, at (202)
551-3752 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation