SecProbe.io

February 4 , 2014

Via E -mail
Eddie M. LeBlanc III
Executive Vice President and Chief Financial Officer
SandR idge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma  73102

Re:   SandR idge Energy, Inc.
Form 10 -K for the Fis cal Year E nded December 31, 2012
Filed March 1 , 2013
Form 10 -Q for the Fiscal Quarter ended March 31, 2013
Filed May 8, 2013
Definitive Proxy Statement on Schedule 14A
Filed May 29, 2013
Response letter dated December 13 , 2013
File No. 001-33784

Dear Mr. LeBlanc:

We have reviewed your filings and response letter and have the following additional
comments.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment s apply  to your facts and cir cumstances or do not
believe amendment s are appropriate, please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year ended December 31, 2012

Business, page 1

Business Segments and Primary Operations, page 4

West Texas Overthrust, page 6

1. We note your response to prior comment two , clarifying that you have accrued your
delivery shortfall liability using the $0.25 rate and have not accrued the incremental
$0.70 per Mcf end-of-contract penalty because the opportunity to avoid payment by

SandR idge Energy, Inc.
February  4, 2014
Page 2

 making excess deliveries in  a future period has introduced uncertainty about the extent to
which this liability may be reduced before it must otherwise be paid in 2042 (i.e., the
final year of the contract ).

You thereby emphasize that ultimate payment is less than probable and not estimable.
Howeve r, these assessments appear to arise only when contemplating future events that
may alleviate your liability rather than being attributable to incomplete information about
the delivery shortfalls that have already occurred.  We would like to understand why  you
believe the financial implications of actual delivery shortfall are subject to the guidance
for loss contingencies in FASB ASC 450 -20, and why if you are subject to this guidance,
you have not effectively offset your loss with gain that is contingent on excess deliveries
in the future, contrary to the guidance in FASB ASC 450 -30-25-1 and 50 -1.

Please expl ain your basis for assuming future excess deliveries will occur and be
sufficient to avoid additional payment .  Given your history of recording sho rtfalls in 2012
and 2013, and the information set forth in your response regarding an inability to provide
an estimate, there does not appear to be a basis to forecast a surplus sufficient to
overcome past CO2 delivery deficiencies.

Financial Statemen ts

Note 1 - Summary of Significant Accounting Policies, page F -9

Revenue Recognition and Natural Gas Balancing, page F -13

2. We have read your response to prior comment seven and understand that you regard the
Century Plant construction and CO2 delivery contracts to be separate units of accounting
under FASB ASC 605 -25-25-5.  We would like to understand how you applied the
guidance in FASB ASC 605-25-30-2 and 5, in recognizing the entire $796.3 million
contract price as revenue in 2012, while zero has bee n allocated to your CO2 delivery
commitment, which appears to represent a substantial performance obligations  as
evidenced by the penalty provisions in the treating and delivery agreement.  Please
explain why the amount allocated to the Century Plant was n ot limited to zero under this
provision  and why ultimate realization of proceeds are not viewed as contingent upon the
delivery of CO2.

3. We understand from your response to prior comment seven that you have not recognized
incremental oil and gas reserves  in conjunction with the construction of the Century
Plant, notwithstanding your accounting for construction contract losses as oil and gas
property development costs under the full cost method.  Tell us how you determined that
construction costs were not development costs under the full cost method while also
concluding that losses on the construction contract were development costs.  Please also
clarify whether you attributed the losses to evaluated properties whose costs are subject
to amortization or un evaluated properties whose costs are not subject to amortization and

SandR idge Energy, Inc.
February  4, 2014
Page 3

 explain how these losses have been factored into your ceiling tests at each balance sheet
date.

4. We have read your response to prior comment eight regarding mobilization fees,
including y our assertion that the difference between recognizing such fees over the
mobilization period rather than upon mobilization would be insignificant.  However, our
concern is that you are recognizing these fees as revenue prior to the commencement of
drilling  and not over the period that you are operating the drilling rigs.  We do not
generally find that mobilization is regarded as a separate deliverable when incurred in
conjunction with a drilling contract.  Please explain to us why you believe all fees and
costs associated with periods of mobilization would not be attributable to the drilling
contract under FASB ASC 605 -35-25-16 and 32, and reflected in the percentage of
completion computations that you perform in accordance with FASB ASC 605 -35-25-60,
70 and  78.

If you do not believe this guidance is applicable to your drilling contracts please explain
the basis for your view and identify the specific authoritative literature that you have
followed instead. Otherwise, explain your approach to selecting inp ut or output measures
in computing the percentage of completion, explain how you review and confirm
progress by alternate means of observation and inspection, and describe your application
of the segmenting guidance in FASB ASC 605 -35-25-10 through 13  if you believe that
you have more than one profit center with your drilling contracts .  We reissue prior
comment eight.

5. We have read your response to prior comment nine and understand that you believe you
have complied with Rule 4 -10(c)(6)(iv)(B) of Regulati on S-X.  However, Rule 4 -
10(c)(6)(iv)(C) of Regulation S -X precludes application of the guidance you cite when
services are provided on behalf of investors in oil and gas producing activities managed
by you or an affiliate.  As previously set forth, we reg ard an operator of oil and gas
properties to be a manager that is subject to the prohibition imposed by this guidance.
Therefore, we believe you will need to revise your accounting policy to conform.  If you
believe that errors in your accounting are not material and you prefer to limit compliance
to future filings, please submit the analysis that you performed in formulating your view.

Note 14 - Derivatives, page F -37

6. We have read your responses to prior comments 10 and 11  and note that although you
have changed various captions of amounts presented in your filings , you have not
referenced authoritative support for your calculation s or related disclosures in lieu of the
GAAP metrics .  We reissue prior comments 10 and 11.

You may contact Michael  Fay, Staff Accountant, at (202) 551 -3812  or Karl Hiller,
Branch Chief, at (202) 551 -3686 if you have questions regarding comments on the financial
statements and related matters, John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have
questions reg arding the comments on engineering matters, and Paul V. Monsour, Staff Attorney,

SandR idge Energy, Inc.
February  4, 2014
Page 4

 at (202) 551 -3360 or Anne N. Parker, Branch Chief, at (202) 551 -3611 if you have questions
regarding comments on the other matters.  Please contact me at (202) 551 -3745 with a ny other
questions.

Sincerely,

        H. Roger Schwall
        Assistant Director