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August 2, 2016

Loan Lauren P. Nguyen
 Legal Branch Chief
 Division of Corporation Finance
 Office of Natural Resources
 United States Securities and Exchange Commission
 100 F. Street, N.E.
 Washington, D.C. 20549

Re:                             SM Energy Company
 Form 10-K for the Fiscal Year Ended December 31, 2015
 Filed February 24, 2016
 Form 8-K filed February 24, 2016
 File No. 01-31539

Dear Ms. Nguyen:

Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 19, 2016, with respect to the review of the Company’s Form 10-K for the fiscal year ended December 31, 2015 (File No. 01-31539) filed with the Commission on February 24, 2016 (the “2015 Form 10-K”) and the Form 8-K filed with the Commission on February 24, 2016 (the “Form 8-K”).  For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold text.

*              *              *              *              *              *

Form 10-K for the 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 capital 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 lease expiration.

Response:  The Company provided this supplemental detail to increase the effectiveness of the disclosure regarding the proved undeveloped reserve volumes in progress of being converted to proved developed producing reserves at December 31, 2015.  As these reserves are a subset of the Company’s total proved undeveloped reserves, the expected capital expenditures to develop these drilled but uncompleted proved undeveloped reserves are included in the total estimated future development costs relating to total proved undeveloped reserves on page 11 of the 2015 Form 10-K.  Except as otherwise specifically disclosed on page 10 of the 2015 Form 10-K, all proved undeveloped reserves, including those associated with drilled but uncompleted wells, are scheduled to be developed within five years from initial booking in accordance with Rule 4-10(a)(31)(ii).  None of the drilled but uncompleted wells are located on acreage scheduled to expire during the next three fiscal years.  In future filings, when drilled but uncompleted wells represent a meaningful portion of proved undeveloped reserves, we will provide disclosure explaining that the capital expenditures associated with drilled but uncompleted wells are included in the total estimated future development costs relating to total proved undeveloped reserves and that such wells are not located on acreage that is expected to expire within three years.

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 Regulation 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.

Response: We confirm that the customer that accounts for 21% and 19% of the Company’s 2015 and 2014 net revenues respectively is one of the Company’s joint venture partners.  We respectfully note that Item 101(c)(1)(vii) of Regulation S-K does not require the identification of a customer if the loss of that customer would not have a material adverse effect on the Company.  On page 16 of the 2015 Form 10-K, we disclose “[w]e do not believe the loss of any single purchaser of our crude oil, natural gas, and NGLs would materially impact our operating results, as these are products with well-established markets and numerous purchasers are present in our operating regions.”

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Because the loss of this customer would not have a material impact, we do not believe we  are required to disclose the name of this customer or its counterparty purchasers under Item 101(c)(1)(vii) of Regulation S-K.

Item 601(b)(10)(ii)(B) of Regulation S-K requires disclosure of any contract entered into in the ordinary course of business upon which the registrant’s business is substantially dependent.  The Company enters into contracts to market its crude oil, natural gas and NGL production in the ordinary course of its business, and for the reasons discussed above concerning the marketability of these commodities, the Company is not substantially dependent on these marketing contracts with the joint venture partner.  Therefore, we do not believe that these contracts are material, and are not required to be filed.

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 your 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 your 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.

Response:  The Company acknowledges the requirement under Item 303 of Regulation S-K and Section III.B.3 of SEC Release 33-8350 to disclose any known trends or uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable future impact on the Company.  The disclosure on page 82 of the 2015 Form 10-K with regard to the impact a 10% decrease in SEC pricing would have on total reported reserve volumes was intended to provide disclosure of the impact commodity price volatility has on the Company’s reserve quantities and was not based on management’s expectations for future commodity prices.  As the Company is not able to predict the future prices it will receive for the sale of its products, this disclosure was intended only to show the sensitivity of the Company’s reserve quantities to changes in commodity pricing.  It was not meant to be predicative because management does not believe it can reasonably predict future commodity prices.  In future filings, the Company will disclose that it cannot reasonably predict future commodity prices and will present

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both the impact of a 10% decrease in commodity prices on total reported reserve volumes  as well as the impact on the Company’s total reported reserve volumes using NYMEX strip pricing as a basis for evaluating trends as of the end of the fiscal year.  The Company believes that together these analyses provide reasonable disclosure of the impact of changes in pricing on total proved reserves.

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 impairments 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 which 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 materially different results if different assumptions are applied. Refer to section V of SEC Release No. 33-8350.

Response:  As noted on page 83 of the 2015 Form 10-K under the section titled, “Critical Accounting Policies and Estimates”, the Company references the “Impairment of Proved and Unproved Properties” section in Note 1 — Summary of Significant Accounting Policies in Part II, Item 8 of the 2015 Form 10-K where the Company further discloses details of the critical accounting policies and estimates that underlie the process through which the Company evaluates properties for impairment.  The Company further describes its accounting policies and estimates in Note 11 — Fair Value Measurements.  While the Company believes all required disclosure of the Company’s critical accounting policies underlying its impairment analysis are included in the 2015 Form 10-K, the Company acknowledges the Staff’s comment and will consolidate disclosure from the three sections noted, to the section titled, “Critical Accounting Policies and Estimates” in future filings.

Prior to filing the 2015 Form 10-K, the Company performed an analysis using its disclosed assumptions, judgments, and estimates underlying the impairment calculation, as outlined in the 10-K sections noted above.  The Company identified pricing as the assumption with the highest risk.  Based on its additional impairment analysis as of January 31, 2016, the Company provided disclosure that it “would expect to incur impairments in the first quarter of 2016 of up to approximately $250 million” if prices remained at levels near those as of January 31, 2016.  During the first quarter of 2016, as a result of commodity prices remaining at lower levels than at December 31, 2015, and declining further after

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January 31, 2016, the Company recorded impairment of proved properties expense of  $269.8 million.  The Company believes that its risk-based approach for evaluating the assumptions, judgments, and estimates resulted in adequate disclosure.  The Company proposes providing in future filings supplemental disclosure with regard to changes or the risk of changes to the assumptions and the related impact of a change on its future reported results.  The proposed additional disclosure of the analysis outlined under comment number three above will be expanded in future filings to include the impact on the Company’s property and equipment balance as of the end of the applicable reporting period.

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 considering both recent changes in proved undeveloped reserves and development costs actually incurred during 2015.

Response:  The Company confirms that undiscounted future development cost estimates for all proved reserve categories decreased approximately 39% from $3.3 billion at December 31, 2014, to $2.0 billion at December 31, 2015.  As page 11 of the 2015 Form 10-K illustrates, proved undeveloped reserves over the same timeframe decreased 13% from 260.9 MMBOE at December 31, 2014, to 226.8 MMBOE at December 31, 2015.  As the Company disclosed on page 32 of its 2014 Form 10-K and page 33 of its 2015 Form 10-K, estimated future development costs associated with proved undeveloped reserves were $3.1 billion as of December 31, 2014, and $1.9 billion as of December 31, 2015.  Using the estimates disclosed in our 2014 and 2015 Form 10-K filings, future development costs per BOE of proved undeveloped reserves were approximately $11.99/BOE at December 31, 2014 and approximately $8.19/BOE at December 31, 2015, a 31% decrease year-over-year.

The primary drivers behind this reduction in estimated future development costs per BOE of proved undeveloped reserves are discussed in Significant Developments in 2015 on page 4 of the Company’s 2015 Form 10-K, which states, “We had strong reserve additions as a result of our success in reducing costs, optimizing completions, and generating better well results in our core development programs…”  The Company also states the following on page 11 of its 2015 Form 10-K in the footnote section to the table reconciling beginning and ending year proved undeveloped reserves:

“(2) We added 98.6 MMBOE of infill proved undeveloped reserves primarily in our Eagle Ford shale and Bakken/Three Forks resource plays, as well as an

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additional 21.0 MMBOE of proved undeveloped reserves through extensions and discoveries, primarily in our Eagle Ford shale play.”

“(3) Proved undeveloped reserves were reduced by 79.4 MMBOE due to changes in our development plan, which caused these locations to be reclassified primarily to the probable reserves category due to the five-year rule. These locations were replaced by higher quality proved undeveloped reserves, which are classified as extensions or infills in the table above, and resulted from our testing and delineation programs implemented during 2015.”

The Company removed proved undeveloped reserves with future development costs based on estimates from year-end 2014 from the calculation of standardized measure of discounted future net cash flows and added new proved undeveloped reserves based on much lower year-end 2015 cost estimates.  The 31% reduction in future development cost estimates per BOE for undeveloped reserves is supported by the actual cost reductions the Company realized from year-end 2014 to year-end 2015 and is discussed in more detail below.

Below is a reconciliation highlighting the changes in future development costs for proved undeveloped reserves compared to the overall change in proved undeveloped reserves from year-end 2014 to year-end 2015:

Reconciliation of Changes in Proved Undeveloped Reserves and Future Development Costs from 2014 to 2015

Proved Undeveloped
   Reserves

Undiscounted Future
   Development Costs (“FDCs”)

(MMBOE)

(in millions)

Beginning of year

260.9

$

3,127.94

Revisions of previous estimates -   Price

-57.0

(500.11

)

Revisions of previous estimates -   Performance

21.6

—

Additions from discoveries,   extensions and infills

119.6

903.48

Sales of reserves

-4.3

(30.93

)

Purchase of minerals in place

0.9

13.97

Removed for five year rule

-79.4

(982.90

)

Conversions to proved developed

-35.5

(314.50

)

Costs Incurred on DUCs during   2015

—

(127.03

)

Reduction in future cost   estimates (1)

—

(225.23

)

Misc. adjustments not included in   the above categories

—

(8.24

)

End of year

226.8

$

1,856.43

(1) Reduction in estimated future costs for proved undeveloped reserves that did not change categories from year-end 2014 to year-end 2015 (excluding DUCs).

The Company saw drill and complete (D&C) costs decrease significantly throughout 2015.  Specifically for those areas in which the Company was most active during 2015, the Company saw actual costs for D&C costs in its operated Eagle Ford play decrease from approximately $1,235 per lateral foot for wells completed in 2014, to approximately

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$