Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The Company provides condensed consolidating financial information for its subsidiaries that are guarantors of its registered debt. As of December 31, 2015 , the subsidiary guarantors, which are 100% owned by the Company, have jointly and severally guaranteed, on a full, unconditional and unsecured basis, the Company’s outstanding Senior Unsecured Notes. The subsidiary guarantees (i) rank equally in right of payment with all of the existing and future senior debt of the subsidiary guarantors; (ii) rank senior to all of the existing and future subordinated debt of the subsidiary guarantors; (iii) are effectively subordinated in right of payment to any existing or future secured obligations of the subsidiary guarantors to the extent of the value of the assets securing such obligations; (iv) are structurally subordinated to all debt and other obligations of the subsidiaries of the guarantors who are not themselves subsidiary guarantors; and (v) are only released under certain customary circumstances. The Company’s subsidiary guarantors guarantee payments of principal and interest under the Company’s registered notes. Certain of the Company’s wholly owned subsidiaries that were sold in February 2014, as discussed in Note 3 , guaranteed the Company’s registered debt. Upon the closing of the sale, these subsidiaries were released from their guarantees. The condensed consolidating financial information in the tables below reflects these subsidiaries’ financial information through the date of the sale. The following condensed consolidating financial information represents the financial information of SandRidge Energy, Inc., its wholly owned subsidiary guarantors and its non-guarantor subsidiaries, prepared on the equity basis of accounting. The non-guarantor subsidiaries, including consolidated VIEs, majority owned subsidiaries and certain immaterial wholly owned subsidiaries, are included in the non-guarantors column in the tables below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the subsidiary guarantors operated as independent entities. Condensed Consolidating Balance Sheets December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 426,917 $ 847 $ 7,824 $ — $ 435,588 Accounts receivable, net — 122,606 4,781 — 127,387 Intercompany accounts receivable 1,226,994 1,305,573 30,683 (2,563,250 ) — Derivative contracts — 84,349 — — 84,349 Prepaid expenses — 6,826 7 — 6,833 Other current assets — 19,931 — — 19,931 Total current assets 1,653,911 1,540,132 43,295 (2,563,250 ) 674,088 Property, plant and equipment, net — 2,124,532 110,170 — 2,234,702 Investment in subsidiaries 2,749,514 8,531 — (2,758,045 ) — Other assets 72,259 16,008 — (5,902 ) 82,365 Total assets $ 4,475,684 $ 3,689,203 $ 153,465 $ (5,327,197 ) $ 2,991,155 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities Accounts payable and accrued expenses $ 160,122 $ 265,767 $ 2,528 $ — $ 428,417 Intercompany accounts payable 1,337,688 1,192,569 32,993 (2,563,250 ) — Derivative contracts — 573 — — 573 Asset retirement obligations — 8,399 — — 8,399 Total current liabilities 1,497,810 1,467,308 35,521 (2,563,250 ) 437,389 Investment in subsidiaries 1,038,303 400,771 — (1,439,074 ) — Long-term debt 3,637,408 — — (5,902 ) 3,631,506 Asset retirement obligations — 95,179 — — 95,179 Other long-term obligations 80 14,734 — — 14,814 Total liabilities 6,173,601 1,977,992 35,521 (4,008,226 ) 4,178,888 Stockholders’ (Deficit) Equity SandRidge Energy, Inc. stockholders’ (deficit) equity (1,697,917 ) 1,711,211 117,944 (1,829,155 ) (1,697,917 ) Noncontrolling interest — — — 510,184 510,184 Total stockholders’ (deficit) equity (1,697,917 ) 1,711,211 117,944 (1,318,971 ) (1,187,733 ) Total liabilities and stockholders’ (deficit) equity $ 4,475,684 $ 3,689,203 $ 153,465 $ (5,327,197 ) $ 2,991,155 December 31, 2014 Parent(1) Guarantors(1)(2) Non-Guarantors(3) Eliminations(2)(3) Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 170,468 $ 1,398 $ 9,387 $ — $ 181,253 Accounts receivable, net 7 299,764 30,313 (7 ) 330,077 Intercompany accounts receivable 751,376 1,339,152 41,679 (2,132,207 ) — Derivative contracts — 284,825 45,043 (38,454 ) 291,414 Prepaid expenses — 7,971 10 — 7,981 Other current assets — 21,193 — — 21,193 Total current assets 921,851 1,954,303 126,432 (2,170,668 ) 831,918 Property, plant and equipment, net — 5,137,702 1,077,355 — 6,215,057 Investment in subsidiaries 6,606,198 25,944 — (6,632,142 ) — Derivative contracts — 47,003 — — 47,003 Other assets 152,286 18,197 666 (5,902 ) 165,247 Total assets $ 7,680,335 $ 7,183,149 $ 1,204,453 $ (8,808,712 ) $ 7,259,225 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses $ 151,825 $ 526,941 $ 4,633 $ (7 ) $ 683,392 Intercompany accounts payable 1,365,210 731,103 35,894 (2,132,207 ) — Derivative contracts — 38,454 — (38,454 ) — Deferred tax liability 95,843 — — — 95,843 Other current liabilities — 5,216 — — 5,216 Total current liabilities 1,612,878 1,301,714 40,527 (2,170,668 ) 784,451 Investment in subsidiaries 928,217 134,013 — (1,062,230 ) — Long-term debt 3,201,338 — — (5,902 ) 3,195,436 Asset retirement obligations — 54,402 — — 54,402 Other long-term obligations 77 15,039 — — 15,116 Total liabilities 5,742,510 1,505,168 40,527 (3,238,800 ) 4,049,405 Equity SandRidge Energy, Inc. stockholders’ equity 1,937,825 5,677,981 1,163,926 (6,841,907 ) 1,937,825 Noncontrolling interest — — — 1,271,995 1,271,995 Total equity 1,937,825 5,677,981 1,163,926 (5,569,912 ) 3,209,820 Total liabilities and equity $ 7,680,335 $ 7,183,149 $ 1,204,453 $ (8,808,712 ) $ 7,259,225 ____________________ (1) Parent accounts payable and accrued expenses have decreased and intercompany accounts payable have increased by approximately $49.5 million for amounts previously misclassified. Guarantor accounts payable and accrued expenses have increased and intercompany accounts payable have decreased by a corresponding amount. (2) Amounts presented as property, plant and equipment have been revised to include approximately $150.4 million previously misclassified as investment in subsidiary. (3) Amounts previously misclassified as property, plant and equipment and SandRidge Energy, Inc. stockholders’ equity totaling approximately $150.4 million are now presented as Guarantor property, plant and equipment. Condensed Consolidating Statements of Operations Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Year Ended December 31, 2015 Total revenues $ — $ 682,778 $ 85,939 $ (8 ) $ 768,709 Expenses Direct operating expenses — 364,483 10,879 (8 ) 375,354 General and administrative 213 145,796 4,157 — 150,166 Depreciation, depletion, amortization and accretion — 339,647 32,125 — 371,772 Impairment — 3,599,810 934,879 — 4,534,689 Gain on derivative contracts — (65,049 ) (8,012 ) — (73,061 ) Loss on settlement of contract — 50,976 — — 50,976 Loss (gain) on sale of assets — 2,217 (726 ) — 1,491 Total expenses 213 4,437,880 973,302 (8 ) 5,411,387 Loss from operations (213 ) (3,755,102 ) (887,363 ) — (4,642,678 ) Equity earnings from subsidiaries (4,017,082 ) (263,847 ) — 4,280,929 — Interest expense, net (321,378 ) (43 ) — — (321,421 ) Gain on extinguishment of debt 641,131 — — — 641,131 Other income, net — 1,910 130 — 2,040 Loss before income taxes (3,697,542 ) (4,017,082 ) (887,233 ) 4,280,929 (4,320,928 ) Income tax expense 3 — 120 — 123 Net loss (3,697,545 ) (4,017,082 ) (887,353 ) 4,280,929 (4,321,051 ) Less: net loss attributable to noncontrolling interest — — — (623,506 ) (623,506 ) Net loss attributable to SandRidge Energy, Inc. $ (3,697,545 ) $ (4,017,082 ) $ (887,353 ) $ 4,904,435 $ (3,697,545 ) Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Year Ended December 31, 2014 Total revenues $ — $ 1,341,531 $ 217,367 $ (140 ) $ 1,558,758 Expenses Direct operating expenses — 467,175 16,854 (140 ) 483,889 General and administrative 331 118,249 4,285 — 122,865 Depreciation, depletion, amortization and accretion — 446,149 56,874 — 503,023 Impairment — 150,125 42,643 — 192,768 Gain on derivative contracts — (292,733 ) (41,278 ) — (334,011 ) Total expenses 331 888,965 79,378 (140 ) 968,534 (Loss) income from operations (331 ) 452,566 137,989 — 590,224 Equity earnings from subsidiaries 495,154 38,967 — (534,121 ) — Interest (expense) income, net (244,209 ) 100 — — (244,109 ) Other income (expense), net — 3,521 (31 ) — 3,490 Income before income taxes 250,614 495,154 137,958 (534,121 ) 349,605 Income tax (benefit) expense (2,671 ) — 378 — (2,293 ) Net income 253,285 495,154 137,580 (534,121 ) 351,898 Less: net income attributable to noncontrolling interest — — — 98,613 98,613 Net income attributable to SandRidge Energy, Inc. $ 253,285 $ 495,154 $ 137,580 $ (632,734 ) $ 253,285 Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Year Ended December 31, 2013 Total revenues $ — $ 1,675,481 $ 308,300 $ (393 ) $ 1,983,388 Expenses Direct operating expenses — 654,080 29,143 (393 ) 682,830 General and administrative 329 323,808 6,288 — 330,425 Depreciation, depletion, amortization and accretion — 581,435 85,210 — 666,645 Impairment — 15,038 11,242 — 26,280 Loss on derivative contracts — 24,702 22,421 — 47,123 Loss on sale of assets — 291,743 107,343 — 399,086 Total expenses 329 1,890,806 261,647 (393 ) 2,152,389 (Loss) income from operations (329 ) (215,325 ) 46,653 — (169,001 ) Equity earnings from subsidiaries (195,118 ) 3,075 — 192,043 — Interest (expense) income, net (271,193 ) 959 — — (270,234 ) Loss on extinguishment of debt (82,005 ) — — — (82,005 ) Other income (expense), net — 16,173 (3,728 ) — 12,445 (Loss) income before income taxes (548,645 ) (195,118 ) 42,925 192,043 (508,795 ) Income tax expense 5,244 — 440 — 5,684 Net (loss) income (553,889 ) (195,118 ) 42,485 192,043 (514,479 ) Less: net income attributable to noncontrolling interest — — — 39,410 39,410 Net (loss) income attributable to SandRidge Energy, Inc. $ (553,889 ) $ (195,118 ) $ 42,485 $ 152,633 $ (553,889 ) Condensed Consolidating Statements of Cash Flows Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Year Ended December 31, 2015 Net cash (used in) provided by operating activities $ (326,674 ) $ 524,313 $ 124,626 $ 51,272 $ 373,537 Cash flows from investing activities Capital expenditures for property, plant and equipment — (879,201 ) — — (879,201 ) Acquisition of assets — (216,943 ) — — (216,943 ) Other — 74,140 907 (18,543 ) 56,504 Net cash (used in) provided by investing activities — (1,022,004 ) 907 (18,543 ) (1,039,640 ) Cash flows from financing activities Proceeds from borrowings 2,065,000 — — — 2,065,000 Repayments of borrowings (939,466 ) — — — (939,466 ) Distributions to unitholders — — (158,629 ) 20,324 (138,305 ) Intercompany (advances) borrowings, net (475,618 ) 497,140 (21,522 ) — — Other (66,793 ) — 53,055 (53,053 ) (66,791 ) Net cash provided by (used in) financing activities 583,123 497,140 (127,096 ) (32,729 ) 920,438 Net increase (decrease) in cash and cash equivalents 256,449 (551 ) (1,563 ) — 254,335 Cash and cash equivalents at beginning of year 170,468 1,398 9,387 — 181,253 Cash and cash equivalents at end of year $ 426,917 $ 847 $ 7,824 $ — $ 435,588 Parent(1) Guarantors(1)(2) Non-Guarantors Eliminations(2) Consolidated (In thousands) Year Ended December 31, 2014 Net cash (used in) provided by operating activities $ (240,932 ) $ 641,181 $ 212,427 $ 8,438 $ 621,114 Cash flows from investing activities Capital expenditures for property, plant and equipment — (1,553,332 ) — — (1,553,332 ) Proceeds from sale of assets — 711,728 2,747 — 714,475 Other — 28,256 1,140 (47,780 ) (18,384 ) Net cash (used in) provided by investing activities — (813,348 ) 3,887 (47,780 ) (857,241 ) Cash flows from financing activities Distributions to unitholders — — (234,327 ) 40,520 (193,807 ) Repurchase of common stock (111,827 ) — — — (111,827 ) Intercompany (advances) borrowings, net (215,368 ) 215,373 (5 ) — — Other (66,910 ) (42,821 ) 19,260 (1,178 ) (91,649 ) Net cash (used in) provided by financing activities (394,105 ) 172,552 (215,072 ) 39,342 (397,283 ) Net (decrease) increase in cash and cash equivalents (635,037 ) 385 1,242 — (633,410 ) Cash and cash equivalents at beginning of year 805,505 1,013 8,145 — 814,663 Cash and cash equivalents at end of year $ 170,468 $ 1,398 $ 9,387 $ — $ 181,253 ____________________ (1) Net cash (used in) provided by operating activities for the Parent has decreased to correctly exclude $382.7 million in intercompany transactions, with a corresponding increase for Guarantors for this same line item. In addition, Intercompany (advances) borrowings, net for the Parent has increased to correctly include approximately $382.7 million of intercompany transactions, with a corresponding decrease for Guarantors for the same line item. The corrections did not result in any changes to consolidated net cash provided by operating activities or net cash used in financing activities. (2) Other investing activities for the Guarantor has increased to correctly exclude $193.8 million in noncontrolling interest distributions, with a corresponding decrease for Eliminations for this same line item. In addition, other financing activities for the Guarantor, has decreased to correctly exclude $193.8 million of noncontrolling interest distributions, with a corresponding increase for Eliminations for the same line item. The corrections did not result in any changes to consolidated net cash (used in) provided by investing activities or net cash used in financing activities. Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Year Ended December 31, 2013 Net cash (used in) provided by operating activities $ (239,026 ) $ 852,026 $ 254,723 $ 907 $ 868,630 Cash flows from investing activities Capital expenditures for property, plant and equipment — (1,496,731 ) — — (1,496,731 ) Proceeds from sale of assets — 2,566,742 17,373 — 2,584,115 Other — 89,606 3,197 (109,831 ) (17,028 ) Net cash used in investing activities — 1,159,617 20,570 (109,831 ) 1,070,356 Cash flows from financing activities Repayments of borrowings (1,115,500 ) — — — (1,115,500 ) Premium on debt redemption (61,997 ) — — — (61,997 ) Distributions to unitholders — — (299,675 ) 93,205 (206,470 ) Dividends paid—preferred (55,525 ) — — — (55,525 ) Intercompany borrowings (advances) , net 2,009,146 (2,018,212 ) 9,066 — — Other (31,821 ) 6,660 14,845 15,719 5,403 Net cash provided by (used in) financing activities 744,303 (2,011,552 ) (275,764 ) 108,924 (1,434,089 ) Net increase (decrease) in cash and cash equivalents 505,277 91 (471 ) — 504,897 Cash and cash equivalents at beginning of year 300,228 922 8,616 — 309,766 Cash and cash equivalents at end of year $ 805,505 $ 1,013 $ 8,145 $ — $ 814,663 |