PART I. FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=ITEM%201.%20Financial%20Statements) The unaudited statements show a Q1 net loss of $5.3 million, a significant improvement from the prior year's $40.9 million loss [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $1.05 billion while total liabilities increased to $208.1 million, slightly reducing stockholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $63,767 | $73,327 | | **Total Assets** | **$1,051,544** | **$1,024,338** | | **Total Current Liabilities** | $164,820 | $137,190 | | **Total Liabilities** | **$208,084** | **$176,617** | | **Total Stockholders' Equity** | **$843,460** | **$847,721** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company's Q1 net loss narrowed to $5.3 million from $40.9 million YoY, driven by significantly lower operating expenses Q1 Statement of Operations Summary (in thousands, except per share data) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | **Total Revenues** | $73,236 | $87,128 | | **Total Expenses** | $77,497 | $129,095 | | *Employee termination benefits* | *$0* | *$31,587* | | *Loss on derivative contracts* | *$209* | *$18,330* | | **Loss from Operations** | ($4,261) | ($41,967) | | **Net Loss** | **($5,277)** | **($40,894)** | | **Loss Per Share (Basic & Diluted)** | **($0.15)** | **($1.18)** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow remained stable at $31.6 million, while financing activities shifted to net borrowings, reducing the net decrease in cash Q1 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $31,570 | $30,407 | | **Net cash used in investing activities** | ($61,587) | ($64,572) | | **Net cash provided by (used in) financing activities** | $19,707 | ($37,965) | | **Net Decrease in Cash** | **($10,310)** | **($72,130)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key disclosures include the adoption of a new lease standard, the absence of commodity derivatives, and details on prior-year termination benefits - The company adopted the new lease standard (ASU 2016-02) on January 1, 2019, resulting in the recognition of approximately **$2.3 million in right-of-use lease assets** and **$2.4 million in lease liabilities**[25](index=25&type=chunk)[28](index=28&type=chunk) - As of March 31, 2019, the company had **no commodity derivative contracts** in place[52](index=52&type=chunk) - In Q1 2018, the company incurred **$31.6 million in employee termination benefits** related to executive separations and a reduction in workforce; no such costs were incurred in Q1 2019[32](index=32&type=chunk)[35](index=35&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses lower revenues due to commodity prices, a narrowed net loss, and a 2019 capital budget of $160-$180 million [Overview and Outlook](index=22&type=section&id=Overview%20and%20Outlook) The 2019 strategy focuses on developing key assets with a $160-$180 million capital budget, anticipating a 5-6% production decline - The 2019 capital budget is set between **$160.0 million and $180.0 million**, with the majority designated for drilling and completion activities[89](index=89&type=chunk) - Based on 2019 capital plans, production is estimated to **decline by 5%-6%** compared to the full year 2018[89](index=89&type=chunk) - Operational activity in Q1 2019 included drilling **12 gross wells (6.9 net)**, slightly up from 11 gross wells (6.4 net) in Q1 2018[85](index=85&type=chunk) [Consolidated Results of Operations](index=24&type=section&id=Consolidated%20Results%20of%20Operations) Q1 revenues fell 16.0% due to lower prices, but total expenses dropped significantly, driven by reduced G&A and derivative losses Q1 Production Volumes (MBoe) | Area | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Mississippian Lime | 2,650 | 2,607 | | NW STACK | 236 | 273 | | North Park Basin | 275 | 213 | | Permian Basin | — | 114 | | **Total** | **3,161** | **3,207** | Q1 Average Realized Prices (per Boe) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Oil (per Bbl) | $50.84 | $57.60 | | NGL (per Bbl) | $14.98 | $23.41 | | Natural gas (per Mcf) | $1.95 | $1.82 | | **Total (per Boe)** | **$23.11** | **$27.12** | - General and administrative expenses **decreased by $3.7 million (27.4%) YoY**, primarily due to lower compensation costs following a 2018 reduction in force[100](index=100&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by a $350.0 million credit facility, though the working capital deficit increased to $101.1 million - As of March 31, 2019, the company had **$7.4 million in cash** and cash equivalents, with **$20.0 million drawn** on its $350.0 million credit facility[106](index=106&type=chunk) - The **working capital deficit increased to $101.1 million** at March 31, 2019, from $63.9 million at December 31, 2018, largely because borrowings on the credit facility became current liabilities[108](index=108&type=chunk) Capital Expenditures (Accrual Basis, in thousands) | Category | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Drilling and completion | $70,232 | $35,345 | | Leasehold and geophysical | $1,069 | $1,977 | | **Total (excl. acquisitions)** | **$71,444** | **$37,269** | [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are commodity price volatility and interest rate changes on its variable-rate debt - The company's primary market risk stems from **volatile prices for oil, natural gas, and NGLs**[128](index=128&type=chunk) - As of March 31, 2019, the company had **no commodity derivative contracts outstanding**[129](index=129&type=chunk) - The company is exposed to interest rate risk through its credit facility, with **$20 million in variable rate debt outstanding** at the end of the quarter[133](index=133&type=chunk) [Controls and Procedures](index=33&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2019, with no material changes to internal controls - Management, including the CEO and CFO, concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2019[134](index=134&type=chunk)[135](index=135&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[136](index=136&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=ITEM%201.%20Legal%20Proceedings) Following its 2016 emergence from bankruptcy, the company remains a nominal defendant in certain cases but expects no material liability - The company **emerged from Chapter 11 bankruptcy** on October 4, 2016[139](index=139&type=chunk) - The company remains a nominal defendant in certain legal cases to facilitate potential recovery from insurance policies, but **does not expect any material liability**[140](index=140&type=chunk) [Risk Factors](index=36&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes were reported to the risk factors disclosed in the company's 2018 Annual Report on Form 10-K - There were **no material changes** to the risk factors previously disclosed in the company's 2018 Form 10-K[142](index=142&type=chunk) [Other Items](index=36&type=section&id=Other%20Items) The company reported no unregistered sales of equity securities or defaults upon senior securities during the period - The company reported **no unregistered sales of equity securities** or use of proceeds for the period[143](index=143&type=chunk) - There were **no defaults upon senior securities** during the period[144](index=144&type=chunk)

Financial Data and Key Metrics Changes - The company reported a net loss of $5 million in Q1 2019, a significant improvement compared to a net loss of $41 million in Q1 2018 [16] - Adjusted EBITDA remained flat at $41 million for both Q1 2019 and Q1 2018, despite a 12% decrease in average oil prices and a 36% decrease in natural gas liquid prices [16][17] - Controllable costs saw a decrease, with LOE down 3% year-over-year and G&A reduced by $4 million or 27% [18] Business Line Data and Key Metrics Changes - Total company production for the quarter was 3.2 million barrels of oil equivalent, with a composition of 27% oil, 28% NGLs, and 45% natural gas [22] - Capital expenditures for the quarter were $71 million, with $54 million allocated to drilling and completion costs [23] - The North Park gross average production was 3,600 barrels of oil per day, with a current daily spot oil rate of approximately 7,000 barrels [34] Market Data and Key Metrics Changes - The company experienced a 15% reduction in the blended price of commodities, yet managed to hold adjusted EBITDA steady [17] - The Mississippian assets contributed 2.7 million barrels of oil equivalent, with a 5% increase over Q4 2018 [36] Company Strategy and Development Direction - The company is focused on reducing cash costs and limiting capital spending to stay within annual cash flow [10] - A new business strategy emphasizes sustainable long-term success and competitive debt-adjusted per share returns [8] - The company is exploring opportunities for consolidation in the industry, anticipating increased A&D activity as companies rationalize their portfolios [42] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the early progress of their business strategy and the results from drilling programs in North Park and the Midcontinent areas [9][11] - The company plans to exit 2019 undrawn on its credit facility and debt-free, demonstrating a commitment to operating within cash flow [19] - Management noted that current market conditions are volatile, with majors competing for assets, which may lead to more opportunities for consolidation [42] Other Important Information - The company is currently undergoing a spring borrowing base redetermination with its bank group, with plans to amend the existing facility to extend the maturity date [20] - The company has completed the Surprise central tank battery and plans to construct additional facilities to handle future production [35] Q&A Session Summary Question: Is North Park production at its highest level? - Yes, it is correct [45] Question: What has been done to reduce costs per foot and what more is possible? - Improvements in bit selection and mud program have contributed to cost reductions, with potential to drill wells down to about $92 per foot [46][47] Question: What is the strategic perspective for M&A? - The company is looking for opportunities to acquire PDP production that comes with undeveloped opportunities presenting superior economic returns [50] Question: Are there specific regions of focus for acquisitions? - The company is focused on the United States and is opportunistic about potential acquisitions, with interest in various basins including the Permian and Bakken [51][52]

Financial Data and Key Metrics Changes - The company reported a fourth quarter net income of $54 million compared to a net loss of $19 million in 2017 [15] - Fourth quarter adjusted EBITDA was $45 million, down from $49 million in 2017, with full-year adjusted EBITDA of $167 million [15] - Capital expenditures for the year totaled $171 million, demonstrating financial discipline with a significant reduction in production costs by $10 million, a 10% decrease year-over-year [16][15] Business Line Data and Key Metrics Changes - The company divested legacy assets in the Central Basin Platform, eliminating over one-third of its well count, which averaged only one barrel of oil equivalent per day [17] - The acquisition of working interest in Mid-Continent properties was aimed at simplifying the portfolio and enhancing profitability [18] - North Park Basin oil production reached 1 million barrels for the year, a 53% improvement over 2017, with a peak net rate of 5,060 barrels of oil per day in August [28] Market Data and Key Metrics Changes - The company maintained strong liquidity with $11 million in cash and an undrawn $350 million credit facility as of February 20 [19] - The company lifted all oil derivatives and placed swaps on 4.5 Bcf of natural gas production at an average price of $4.28 per MMBtu [20] Company Strategy and Development Direction - The new business strategy focuses on operational excellence, reducing cash costs, and prioritizing high-margin projects [10] - The company plans to allocate approximately 80% of its 2019 operating cash flow to support the North Park development program, estimating a 9% year-over-year growth in oil production [46] - The company aims to pursue accretive M&A opportunities while preserving liquidity for potential acquisitions [52] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the 2018 results and the foundation laid for future growth [14] - The company anticipates a 5% to 6% decline in total production due to declines in the Mississippian Lime asset, emphasizing the need to reduce cash costs further [51] - Management believes the stock is attractively valued and aims to change market perception through results from the new business strategy [54] Other Important Information - The company is implementing changes to improve transparency in financial reporting, including renaming production expenses to lease operating expenses [21] - The gas processing facility installations are progressing, with a mechanical refrigeration unit operational since January 2019 [30] Q&A Session Summary Question: Can you provide insights on 2019 production guidance from North Park? - Management indicated that Q1 and Q2 production will be influenced by wells coming online, with expected declines in Q3 and Q4 without new drilling [59] Question: What metrics are needed to determine the scalability of the GTL project? - Management is looking for successful execution with the gas stream and understanding resource potential to decide on scalability [60][62] Question: What is the rationale behind the density tests in the Western testing? - The company aims to determine optimal spacing early to inform future development, even if it means testing tighter spacing [65] Question: How much leverage would the company be willing to use for M&A? - Management stated that leverage would be used responsibly, depending on the accretive nature of the acquisition and its impact on the borrowing base [70]

Fourth Quarter 2018 Earnings Presentation March 5, 2019 Cautionary Statements Forward Looking Statement This presentation includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are neither historical facts nor assurances of future performance and reflect SandRidge's current beliefs and expectations regarding future events and operating performance. ...

(Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33784 SANDRIDGE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 20-8084793 (State or other jurisdiction ...