> l \pThe Free Software Foundation B=PF0*8X@"1 Helvetica1Courier1Courier New1Courier New1 Helvetica$#,##0_);($#,##0)$#,##0_);[Red]($#,##0)$#,##0.00_);($#,##0.00)$#,##0.00_);[Red]($#,##0.00)**_($* #,##0_);_($* (#,##0);_($* ""_);_(@_)*)'_(* #,##0_);_(* (#,##0);_(* ""_);_(@_)5,2_($* #,##0.00_);_($* (#,##0.00);_($* ""??_);_(@_)2+/_(* #,##0.00_);_(* (#,##0.00);_(* ""??_);_(@_)2$#,##0.00;[Red]$#,##0.003$#,##0.00;[Red]($#,##0.00)4$#,##0;[Red]($#,##00)50.00%;[Red](0.00%)60%;[Red](0%)7#,##0.00;[Red](#,##0.00)8#,##0;[Red](#,##0) + ) , * Ј ~~ ؈ ~~#؈ ~~"؈ ~~ ؈ ~~4#܈ ~~"؈ ~~#؈ ~~8#܈ ~~3#܈ ~~7#܈ ~~9#܈ ~~83ffff̙̙3f3fff3f3f33333f33$#LAREDO PETROLEUM HOLDINGS INC&AThe registrant hereby amends th&aInvesting in our common stock i&Investing in our common sto (1)$Laredo Petroleum Holdings (1)"Capital expenditure program&3Capital expenditure program (1)&59Capital expenditure program (2)&keCapital expenditure program (3)&CCapital expenditure program (4)&2Summary historical combined res&We expect to be a controlled co&We expect to be a controlle (1)&'We expect to be a controlle (2)&MWe expect to be a controlle (3)&EWe expect to be a controlle (4)&We expect to be a controlle (5)&We expect to be a controlle (6)&&We expect to be a controlle (7)&INonGAAP financial measures and Sources of our revenue&:Realized and unrealized gain lo&Realized and unrealized gai (1)&]Realized and unrealized gai (2)&;Writeoff of deferred loan costs&hwWriteoff of deferred loan c (1)&Writeoff of deferred loan c (2)&Writeoff of deferred loan c (3)&xWriteoff of deferred loan c (4)&!Writeoff of deferred loan c (5)&GWriteoff of deferred loan c (6)&>nCash flows provided by operatin"Obligations and commitments&Counterparty and customer credi >Estimated proved reserves$Estimated proved reserves (1)&hBProduction revenues and price h${Productive wellsŢProductive wells (1)&Undeveloped acreage expirations&6Undeveloped acreage expirat (1)&%Executive officers and director&LExecutive officers and dire (1)mSummary Compensation&Annual discretionary cash bonus&Adjustments to compensation proIncentive compensationSummary Compensation (1)H%Summary compensation (2)&JBase salary and discretionary c&jOutstanding equity awards at 20&ڜOutstanding equity awards a (1)&Outstanding equity awards a (2)&Outstanding equity awards a (3)&l Security ownership of certain b&B Information reporting and backu&f Information reporting and b (1)$J Index to financial statementsS Offering transactions! consolidated balance sheet&
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MidContinent II LLC and Linn Ex%E1 Reserve quantity information%1 Reserve quantity informa (1)%1 Reserve quantity informa (2)!Laredo Petroleum IncJLaredo Petroleum Inc (1)jHydrocarbon prices&Professional qualifications of &Item 13 Other expenses of issua&Item 16 Exhibits and financial %KItem 16 Exhibits and finan (1)j3Index to exhibits?jIndex to exhibits (1)signature page follows!signature page follows (1)!signature page follows (2)&Annex B to Underwriting AgreemeNELEVENTH7NO TITLETDURATION OF AGREEMENTssignature pages follow!Úsignature pages follow (1)!signature pages follow (2)!Nsignature pages follow (3)!signature pages follow (4)!ssignature pages follow (5)!.signature pages follow (6)!kLsignature pages follow (7)!jsignature pages follow (8)!hsignature pages follow (9)"signature pages follow (10)"signature pages follow (11)"Ysignature pages follow (12)"(signature pages follow (13)"signature pages follow (14)"G:signature pages follow (15)
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }m)}$ }$
Laredo Petroleum, Inc.
S1/A
11/28/2011'LAREDO PETROLEUM HOLDINGS, INC.
Copies to:
Christine B. LaFollette
G. Michael O'Leary*"Akin Gump Strauss Hauer & Feld LLPAndrews Kurth LLP*"1111 Louisiana Street, 44 th Floor600 Travis, Suite 4200
Houston, Texas 77002
Houston, Texas 77002(713) 2205800(713) 2204200$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,th\8"~"~V=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }0.}$ }}$ }}$
Laredo Petroleum, Inc.
S1/A
11/28/2011jbThe registrant hereby amends this registration statement on such date or dates as may be necessary
Per share
Total
%Initial public offering price~
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&Underwriting discounts and commissions
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+#Proceeds to Laredo, before expenses~
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$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/.=1%3@y=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$
Laredo Petroleum, Inc.
S1/A
11/28/2011jbInvesting in our common stock involves a high degree of risk. Please read "Risk factors" beginning J.P. Morgan
Goldman, Sachs & Co.
BofA Merrill LynchWells Fargo Securities
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*h=1%v@=PF0*8X>
@:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock iLaredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }7}$ }
1
Laredo Petroleum, Inc.
S1/A
11/28/2011jbInvesting in our common stock involves a high degree of risk. Please read "Risk factors" beginning Page
Prospectus summary~
Risk factors~
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Forwardlooking statements
~
Use of proceeds~
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,$Management's discussion and analysis~
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%&Experts&~
&+'#Where you can find more information'~
'%(Index to financial statements((F10)(Annex A: Glossary of oil and natural gas))A1
*terms2+*Annex B: Ryder Scott Company, L.P. summary++B1!,of June 30, 2011 reserves$.____________________________1/)Created by Morningstar Document Research.00(http://documentresearch.morningstar.com/&@tc!w.9=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }}$ }} $ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011'Laredo Petroleum Holdings, Inc.
At June 30, 2011
Nine months
ending
Estimated net
September 30,proved2011reserves(1)(2)Identified potential
average dailyAt September 30, 2011
drilling
production(6)% of locations(4)Producing wells
Total
reserves PUDNet locations(5)acreageMBOE(3)
% Oil
Total(BOE/D)
GrossNet Permian~
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49%~
Z~
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~Anadarko Granite Wash~
z30%
8%~
~~
~
\~
M~
~
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~
7%
3%
? ?~
+~
~
~
Total~
r]100%
34%~
_~
~
d~
~
~
2
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }8}$ }I;
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Laredo Petroleum, Inc.
S1/A
11/28/2011$Capital expenditure program." Common stock offered by us 17,500,000 shares.
.
&20,125,000 shares, if the underwriters3+exercise their option to acquire additional'shares of common stock in full.3
+Underwriters' option to purchase additional
2,625,000 shares.common stock7/Common stock outstanding after this offering(1).&125,000,000 shares (127,625,000 shares1)if the underwriters exercise their option.&to acquire additional shares of commonstock in full)./'Use of proceeds (conflicts of interest)2*We expect to receive net proceeds from the1)issuance and sale of common stock offered91by this prospectus of approximately $309 million,.&based upon the assumed public offering/'price of $19.00 per share (the midpoint1)of the price range set forth on the cover91of this prospectus), after deducting underwriting.&discounts and commissions and offering/'expenses (or approximately $356 million1)if the underwriters exercise their option.&to acquire additional shares of common91stock in full). We intend to use the net proceeds6.from this offering, including the net proceedsDM
lwk_;RT=[q$ !"#$%&'()*+ . &from any exercise of the underwriters'!!.!&option to acquire additional shares of""."&common stock, to repay our outstanding###%indebtedness under our senior secured$$3$+credit facility, approximately $375 million%%0%(of which was outstanding on November 25,&&$&2011. See "Use of proceeds."'($)____________________________1*)Created by Morningstar Document Research.0+(http://documentresearch.morningstar.com/l">=PF0*8X>
@++**))
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011$Capital expenditure program.
For the nine months
ended September 30,
(
For the years ended December 31,Inception to
December 31,
2006(in thousands)20112010
2010
20092008(2)2007
(unaudited)
(unaudited)(unaudited)
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }y}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011$Capital expenditure program.
As of December 31,
As of September 30,
2011(in thousands)2010 2009200820072006 (unaudited) (unaudited)(unaudited) Balance sheet data:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }1}$ }I}$ }I} $ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011$Capital expenditure program.
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }a}$
Laredo Petroleum, Inc.
S1/A
11/28/2011$Capital expenditure program.
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/20110(Summary historical combined reserve data
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }m)}$
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S1/A
11/28/2011kcWe expect to be a "controlled company" within the meaning of the NYSE rules and, if applicable, wou
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }6}$
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S1/A
11/28/2011kcWe expect to be a "controlled company" within the meaning of the NYSE rules and, if applicable, wou 
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011kcWe expect to be a "controlled company" within the meaning of the NYSE rules and, if applicable, wou
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011kcWe expect to be a "controlled company" within the meaning of the NYSE rules and, if applicable, wou
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }y}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011kcWe expect to be a "controlled company" within the meaning of the NYSE rules and, if applicable, wou
As of As of December 31,
September 30,2011(in thousands)2010 2009200820072006
(unaudited) (unaudited)(unaudited) Balance sheet data:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }1}$ }I}$ }I} $ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011kcWe expect to be a "controlled company" within the meaning of the NYSE rules and, if applicable, wou
For the nine months
For the years
ended September 30, ended December 31,
Inception to
December 31,
2006(in thousands)20112010 2010200920082007 (unaudited) (unaudited)(unaudited) Other financial data:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }a}$
Laredo Petroleum, Inc.
S1/A
11/28/2011kcWe expect to be a "controlled company" within the meaning of the NYSE rules and, if applicable, wou
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }0}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011kcWe expect to be a "controlled company" within the meaning of the NYSE rules and, if applicable, wou !
(in thousands, unaudited)
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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S1/A
11/28/20117/NonGAAP financial measures and reconciliations
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and !Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011Sources of our revenue
Remaining
Year 2012
Year 2013
Year 2014
year 2011
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011TLRealized and unrealized gain (loss) on interest rate derivative instruments.
Nine months ended
September 30,+#(in thousands except for production
&
data and average sales prices)20112010
(unaudited)
Operating results:
Revenues
Oil~
}
~
z
Natural gas~
R~
/'Natural gas transportation and treating~
2~
Drilling and production~
&~
Total revenues~
~
Costs and expenses
Lease operating expenses~
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l~
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>~
*
Drilling and production~
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$$$$
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'&Nonoperating income (expense):&&&&&& &
','$Realized and unrealized gain (loss):'''''' '
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0000
111!1Nonoperating income, net11~
1.11~
1 >1
22Income tax expense22~
2l22~
2 2
3333
44
Net income4~
4X4~
4Z4
5555
6Production data:666666 6
77Oil (MBbls)77~
7%77~
7 :7
88Natural gas (MMcf)88~
8e88~
8 8
9+9#Barrels of oil equivalent(1) (MBOE)99~
9ra99~
9 f79
::(: Average daily production (BOE/D)::~
:d::~
: :
;Average sales prices:;;;;;; ;
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011TLRealized and unrealized gain (loss) on interest rate derivative instruments.
Change in
Production
Total net
prices(1)
volumes at
dollar effect
September 30,
of change
2011(2)
(in thousands)
#Effect of changes in price:
OilY1@~
% ~
ʏNatural gas
ףp=
?~
e ~
%Total revenues due to change in price ~
9$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8 SG;/{ M;=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }a/}$ }
}$
Laredo Petroleum, Inc.
S1/A
11/28/2011TLRealized and unrealized gain (loss) on interest rate derivative instruments.
Change in Prices at
Total net
production
September 30,
dollar effect
volumes(2)2010(1)
of change
(in thousands)
%Effect of changes in volumes:
Oil~
zGR@ ~
:=Natural gas~
zQ@ ~
/'Total revenues due to change in volumes ~
ƿRounding differences ~
Total change in revenues ~
v$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/>0SG;/cQ pXL@=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011)!Writeoff of deferred loan costs.
Years ended
December 31,+#(in thousands except for production
&
data and average sales prices)20102009
Operating results:
Revenues
Oil~
~
Natural gas~
~
F
/'Natural gas transportation and treating~
"~
"
Drilling and production~
~
Total revenues~
R~
Costs and expenses
Lease operating expenses~
R~
'Production and ad valorem taxes~
N~
_
/'Natural gas transportation and treating~
'~
"
Drilling rig fees ?~
Drilling and production~
b~
"General and administrative~
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"""~
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##Impairment expense## #?##~
# 6#
$$$$
%%% %Total costs and expenses%%~
%P
%%~
% Vc%
'&Nonoperating income (expense):&&&&&& &
','$Realized and unrealized gain (loss):'''''' '
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* *
++Interest expense++~
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...~
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////
000"0Nonoperating expense, net00~
0;00~
0 R0
11Income tax benefit11~
1R11~
1 Z1
2222
33Net income (loss)3~
3C3~
3F3
4444
5Production data:555555 5
66Oil (MBbls)66~
666~
6 6
77Natural gas (MMcf)77~
7N77~
7 7
88+8#Barrels of oil equivalent(1) (MBOE)88~
8rQ88~
8 78
99(9 Average daily production (BOE/D)99~
999~
9 9
:Average sales prices::::::: :
;;;Oil, realized ($/Bbl);~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011)!Writeoff of deferred loan costs.
Change in
Production
Total net
prices(1)
volumes at
dollar effectDecember 31, 2010(2)
of change
(in thousands)
#Effect of changes in price:
OilzG2@~
~
Natural gas)\(?~
N ~
K
%Total revenues due to change in price ~
+$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8 ~rfZ*#lZ+=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }a/}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011)!Writeoff of deferred loan costs.
Change in Prices at
Total net
production
December 31, 2009(1)
dollar effect
volumes(2)
of change
(in thousands)
%Effect of changes in volumes:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }*}$ }}$ } }
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Laredo Petroleum, Inc.
S1/A
11/28/2011)!Writeoff of deferred loan costs.
Years Ended
December 31, (in thousands except for
1
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Operating results:
Revenues
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5Production data:555555 5
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6 6
77Natural gas (MMcf)77~
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7 ~7
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }U} $
Laredo Petroleum, Inc.
S1/A
11/28/2011)!Writeoff of deferred loan costs.
Change in
Production
Total net
prices(1)
volumes at
dollar effectDecember 31, 2009(2)
of change
(in thousands)
#Effect of changes in price:
Oil;~
~
.!Natural gasRQ~
~
%Total revenues due to change in price ~
,$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8 ~rfZ*#lZ+=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011)!Writeoff of deferred loan costs.
Change in Prices at
Total net
production
December 31, 2008(1)
dollar effect
volumes(2)
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }%}$ }I}$ }I} $ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011)!Writeoff of deferred loan costs.
Nine months ended
Years ended December 31,
September 30,(in thousands)20112010 201020092008
(unaudited) 1)Net cash provided by operating activities~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)Obligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }I}$ }I}
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Laredo Petroleum, Inc.
S1/A
11/28/20113+Cash flows provided by operating activities
Nine months ended
Years ended December 31,
September 30,(in thousands)20112010
2010
20092008
(unaudited)
%Acquisition of oil and gas properties
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatin!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011#Obligations and commitments
Payments due
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ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011.&Counterparty and customer credit risk.
At June 30, 2011
Nine months
ending
Estimated net
September 30,At September 30, 2011proved2011reserves(1)(2)Identified potential
average daily
drilling
production(6) Producing
locations(4)
wells% of
Total
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% Oil
Total(BOE/D)
GrossNet Permian~
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~Anadarko Granite Wash~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }}$
Laredo Petroleum, Inc.
S1/A
11/28/2011!Estimated proved reserves
At June 30, 2011
Proved reserves
(MBOE)(1)Area
Permian Basin~
?Anadarko Granite Wash~
zOther(2)~
~
Total~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reserves!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011!Estimated proved reserves
At December 31,
At June 30,
20112010
2009
2008
"Estimated proved reserves:
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~
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B~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)Productive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011.&Production, revenues and price history
For the nine months
(
For the years ended December 31,
ended September 30,20112010 201020092008
Production data:
Oil (MBbls)~
%~
: ~
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Natural gas~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }U}$ }$} $ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011Productive wells
Total producing wells
GrossAverage
working
interestVertical
Horizontal Total(1)Net Permian~
z~
N ~
~
~97%Anadarko Granite Wash~
n~
& ~
~
74%Other(2)~
b~
& ~
~
51%
Total~
F~
~
~
2
78%$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/>0wk{jOnVxYqYMA=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wells!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }}$ }} $ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011Productive wells
Developed acres
Undeveloped acres
Total acres
%
HBP
GrossNet
GrossNet
GrossNet Permian~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }U}$ }U} $ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011'Undeveloped acreage expirations
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }U}$ }U}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011'Undeveloped acreage expirations
Nine months
Years ended December 31,
ended
September 30,
2011
2010
2009
2008
GrossNet
Gross
Net
GrossNet
GrossNet
Development wells:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }}$ }$}$ }$4
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Laredo Petroleum, Inc.
S1/A
11/28/2011( Executive officers and directors
Name
Age
Position
Randy A. Foutch
~
,
$Chairman and Chief Executive OfficerJerry R. Schuyler~
/'Director, President and Chief OperatingOfficerW. Mark Womble~
1)Senior Vice President and Chief FinancialOfficerPatrick J. Curth~
%Senior Vice President?Exploration andLandJohn E. Minton~
3+Senior Vice President?Reservoir EngineeringRodney S. Myers~
%Senior Vice President?PermianKenneth E. Dornblaser~
1)Senior Vice President and General CounselPeter R. Kagan~
Director
James R. Levy~
DirectorB.Z. (Bill) Parker~
DirectorPamela S. Pierce~
Director!Ambassador Francis Rooney~
DirectorEdmund P. Segner, III~
DirectorDonald D. Wolf~
DirectorDElsg[tu&V
KS !"# $!____________________________1")Created by Morningstar Document Research.0#(http://documentresearch.morningstar.com/<=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and directorSummary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }0}$ }$}$ }>
Laredo Petroleum, Inc.
S1/A
11/28/2011( Executive officers and directors
Name
Age
Position
Dan C. Schooley
~
Vice President?MarketingDave M. Boncaldo~
!Vice President?OperationsJeffrey A. Tanner~
"Vice President?ExplorationMark W. King~
Vice President?LandMark H. Elliott~
3+Vice President?Exploration and Land?PermianRobert N. Skinner~
<4Vice President of Operations and Engineering?Permian
Diane T. Wood~
Controller$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8sg[t.>2&=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }0}$ }$4
Laredo Petroleum, Inc.
S1/A
11/28/2011Summary Compensation
Name
Principal position
Randy A. Foutch
,
$Chairman and Chief Executive OfficerW. Mark Womble1)Senior Vice President and Chief FinancialOfficerJerry R. Schuyler%President and Chief Operating OfficerPatrick J. Curth%Senior Vice President?Exploration andLandJohn E. Minton3+Senior Vice President?Reservoir Engineering$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8sgC7v=l=PF0*8X>
@
l %
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }6}$ } }$ } } $ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011.&Annual discretionary cash bonus awards
Performance metric
2010 targets
2010 results
Relative weighting
,
$Drilling Capital Efficiency ($/MCFE)
ףp=
@
p=
ף@
25%
3+Calculated by dividing the drilling dollars
3+spent by the net Proved Developed Producing(PDP) reserves addedDrilling ROR (%)20%25%
25%2*The rate of return on a well by well basis
0(at predrill commodity prices and actual
costsProduction (BCFE)1@2@
15%New Reserves (BCFE)33333I@333333Q@
15%3+Proved Developed Producing (PDP) and Proved
/'Developed Not Producing (PDNP) reserves*"added in the wells drilled in 2010$Direct Lifting Cost ($/MCFE)p=
ף?(\?
10%Finding Cost ($/MCFE)?Gz?
10%5The total exploration costs and developmental
2*costs divided by the total proven reserves$added during the year (BCFE)DH
lymaUK?E(# !"#$ !$"____________________________1#)Created by Morningstar Document Research.0$(http://documentresearch.morningstar.com/
P=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonusIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }0}$
Laredo Petroleum, Inc.
S1/A
11/28/2011?7Adjustments to compensation program proposed by Cogent:
Name
Current salary
Proposed salary
Randy A. Foutch
~
}
~
$
W. Mark Womble~
~
\Jerry R. Schuyler~
9~
bPatrick J. Curth~
~
B$John E. Minton~
~
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4Zh\PDc'ZG/#=PF0*8X>
@z
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }0}$ }}$ }}$
Laredo Petroleum, Inc.
S1/A
11/28/2011Incentive compensation
Name
Annual incentive target
"
Longterm incentive target
Randy A. Foutch
100% of Base Salary
450% of Base Salary
W. Mark Womble80%275%Jerry R. Schuyler85%275%Patrick J. Curth70%275%John E. Minton60%150%$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4}qep4#~V=PF0*8X>
@*
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }$4}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011Summary Compensation
#
Name and principal position
Salary
Bonus
Stock
All other
Total ($)
($)(1)($) awardscompensation ($)(2)(3)($)(4)
Randy A. Foutch,~
~
B ~
~
1~
~
sB,$Chairman and Chief Executive Officer
W. Mark Womble,~
A~
K ~
~
~
!1)Senior Vice President and Chief Financial
OfficerJerry R. Schuyler,~
~
~
~
~
U&%President and Chief Operating Officer
Patrick J. Curth,~
A~
K ~
~
~
!%Senior Vice President?Exploration and
LandJohn E. Minton,~
n
~
W ~
~
^ ~
3+Senior Vice President?Reservoir Engineering
$____________________________1)Created by Morningstar Document Research.Dlsgw'*)& 0 (http://documentresearch.morningstar.com/H=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }0}$ }y
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$
Laredo Petroleum, Inc.
S1/A
11/28/2011Summary compensation
Name
Grant
All
Grant date
date
other
fair value of
stock stock and
awards(1)
option awards(2)
(#)($)
Randy A. Foutch2/1/2010~
Z~
W. Mark Womble2/1/2010~
[~
Jerry R. Schuyler2/1/2010~
~
Patrick J. Curth2/1/2010~
~
John E. Minton2/1/2010~
b=~
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@
DsgUEs6W?3'=PF0*8X>
@
l Wj
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }0}$ }}$
Laredo Petroleum, Inc.
S1/A
11/28/2011[SBase salary and discretionary cash bonus awards in proportion to total compensation
Name
Percentage of
total compensation
Randy A. Foutch83%W. Mark Womble97%Jerry R. Schuyler97%Patrick J. Curth97%John E. Minton96%$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6L@4(]9!6vjB=PF0*8X>
@*
l 7˛
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
}$ }}$
7
Laredo Petroleum, Inc.
S1/A
11/28/201191Outstanding equity awards at 2010 fiscal yearend
Name
Shares/units
Market value
not
ofvested(1)(2)shares/units
not vested(3)(#)($)Randy A. Foutch
Series B1~
¯~
Series B2~
b~
Series C~
2~
Series D~
b}~
Series E~
Ba~
W. Mark Womble
Series B1~
~
Series B2~
¯~
Series C~
m
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Series D~
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Series E~
bZ~
Jerry R. SchuylerDclnbVJb!v_#:HXp~ ! " # $ % & ' ( ) * + ,  . / 0 1 2 3 4 5 6
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Series B2!!~
!!!~
!!""Series C""~
"1""~
""##Series D##~
#b'##~
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$)$$~
$$%Patrick J. Curth%%%%%%%&&
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&&&~
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//00Series E00~
0B~00~
001123$4____________________________15)Created by Morningstar Document Research.06(http://documentresearch.morningstar.com/2
4@Pjv=PF0*8X>
@665544++%%
l 6
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
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6
Laredo Petroleum, Inc.
S1/A
11/28/201191Outstanding equity awards at 2010 fiscal yearend
Stock awards
NameShares acquiredValue realized on
on vesting(1)
vesting(2)(#)($)Randy A. Foutch
Series B1~
"~
Series B2~
b1
~
Series C~
."~
Series D~
#~
Series E~
~
W. Mark Womble
Series B1~
~~
Series B2~
~
Series C~
~
Series D~
~
Series E~
"~
Jerry R. Schuyler
Series B1~
"~
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"0@ ! " # $ % & ' ( ) * + ,  . / 0 1 2 3 4 5
Series B2 ~
R ~
!!Series C!!~
!!!~
!!""Series D""~
"c""~
""##Series E##~
#
##~
##$Patrick J. Curth$$$$$$$%%
Series B1%%~
%%%~
%%&&
Series B2&&~
&&&~
&&''Series C''~
'S''~
''((Series D((~
(((~
(())Series E))~
)b))~
))*John E. Minton*******++
Series B1++~
+++~
++,,
Series B2,,~
,B,,~
,,Series C~
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..Series D..~
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..//Series E//~
///~
//0012$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/0 4BRjxpdX0=PF0*8X>
@554433**$$
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }}$ }}$ }}$
Laredo Petroleum, Inc.
S1/A
11/28/201191Outstanding equity awards at 2010 fiscal yearend
Name
Occurrence of a
Occurrence of a change
termination event ($)
ofcontrol ($)(6)
Randy A. Foutch(1)~
~
W. Mark Womble(2)~
~
Jerry R. Schuyler(3)~
~
Patrick J. Curth(4)~
~
John E. Minton(5)~
~
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8nbVJady=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }y
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Laredo Petroleum, Inc.
S1/A
11/28/201191Outstanding equity awards at 2010 fiscal yearend
Name
Stock
All other
Total
awards(1)compensation
($) ($) Jeffrey Harris ? ?
?Peter R. Kagan ? ?
?
James R. Levy ? ?
?B.Z. (Bill) Parker(2)
Series D~
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?Pamela S. Pierce(3)
Series D~
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?$Ambassador Francis Rooney(4)
Series D~
E ?
?Series E~
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?Donald D. Wolf(5)
Series D~
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?Series E~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }U5}$ }}$ }}$ }}}$ } a
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Laredo Petroleum, Inc.
S1/A
11/28/2011F>Security ownership of certain beneficial owners and management
)
!Percent of shares of common stockoutstanding(1)(2) Number of
shares ofcommonstock(1) Name of beneficial ownerBefore the offering After the offering 1)Warburg Pincus Private Equity IX, L.P.(3)~
J)74.77%64.30%4,Warburg Pincus Private Equity X O&G, L.P.(3)~
R18.83%16.20%Randy A. Foutch(4)~
m
1.68%
1.44%Jerry R. Schuyler~
F"
0.53%
0.46%W. Mark Womble~
j
0.30%
0.26%Patrick J. Curth~
0.31%
0.27%John E. Minton~
/
0.12%
0.11%Peter R. Kagan(5) ? ? ?
James R. Levy ? ? ?B.Z. (Bill) Parker~
6
0.06%
0.06%Pamela S. Pierce~
0.07%
0.06%Francis Rooney~
Z
0.14%
0.12%Edmund P. Segner, III~
J
0.00%
0.00%DlaUI=3VJ1Np6T
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Donald D. Wolf ~
l
0.02%
0.02%3!+Directors and executive officers as a group!~
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!3.31%!
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/201180Information reporting and backup withholding tax
Name
Number of Shares"
J.P. Morgan Securities LLC
Goldman, Sachs & Co.%Merrill Lynch, Pierce, Fenner & Smith*" Incorporated#Wells Fargo Securities, LLC5Tudor, Pickering, Holt & Co. Securities, Inc.#SG Americas Securities, LLC%Mitsubishi UFJ Securities (USA), Inc.!BMO Capital Markets Corp.$BNP Paribas Securities Corp.!Scotia Capital (USA) Inc.$Capital One Southcoast, Inc.
BOSC, Inc.3+BB&T Capital Markets, a division of Scott &Stringfellow, LLC!Comerica Securities, Inc. Howard Weil Incorporated
Total~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backuIndex to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }}$
Laredo Petroleum, Inc.
S1/A
11/28/201180Information reporting and backup withholding tax
Without over
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allotment exerciseallotment exercise
Per share~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Offering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }8}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011%Index to financial statements Page
.&Laredo Petroleum, LLC and subsidiariesIntroductionF2
0
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F42*sheet as of September 30, 2011 (unaudited)2*Pro forma condensed consolidated statementF5/'of operations for the nine months ended&September 30, 2011 (unaudited).&Pro forma condensed combined statementF65of operations for the year ended December 31,2010 (unaudited)5Notes to the pro forma condensed consolidatedF75and combined financial statements (unaudited).&Laredo Petroleum, LLC and subsidiaries7/Consolidated balance sheets as of September 30,F8.&2011 and December 31, 2010 (unaudited)%Consolidated statements of operationsF9/'for the nine months ended September 30,!2011 and 2010 (unaudited)0(Consolidated statement of owners' equityF10/'for the nine months ended September 30,2011 (unaudited)Dv lvj^.Y_ L$5=q !"#$%&'()*+,./0123456789:;<=>?  %Consolidated statements of cash flows F11!/!'for the nine months ended September 30,"!"2011 and 2010 (unaudited)#5#Condensed notes to the consolidated financial##F12$$statements (unaudited)%Laredo Petroleum%%&/&'Report of independent registered public&&F45''accounting firm(2(*Combined balance sheets as of December 31,((F46)")2010 and December 31, 2009**%Combined statements of operations for**F47+/+'the three years ended December 31, 2010,,%Combined statements of owners' equity,,F483+for the three years ended December 31, 2010.1.)Combined statements of cash flows for the..F49/+/#three years ended December 31, 2010020*Notes to the combined financial statements00F501,1$Supplemental oil and gas disclosures11F89'2Laredo Petroleum Holdings, Inc.223/3'Report of independent registered public33F9544accounting firm5+5#Balance sheet as of August 12, 201155F966"6Notes to the balance sheet66F97#7Linn Acquisition Properties778.8&Report of independent certified public88F9899accountants:2:*Statement of revenues and direct operating::F99;/;'expenses for the period from January 1,<<2008 to August 14, 2008=5=Notes to the statement of revenues and direct=
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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11/28/20116.condensed consolidated statement of operations
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ELEVENTH
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
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Laredo Petroleum, Inc.
S1/A
11/28/2011;3Note 3#151;Pro forma earnings per share computation
September 30, 2011
December 31, 2010
ASSETS
CURRENT ASSETS:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
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Laredo Petroleum, Inc.
S1/A
11/28/2011;3Note 3#151;Pro forma earnings per share computation
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20112010
REVENUES:
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S1/A
11/28/20110(Consolidated statement of owners' equity
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }0.}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011!5. Property and equipment
(in thousands)
September 30,
December 31,20112010
%Proved oil and gas properties~
fpr~
8T1)Less accumulated depletion and impairment~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/20116. Deferred loan costs
(in thousands)
Remaining 2011
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }0.}$ }U}$ }U}$
Laredo Petroleum, Inc.
S1/A
11/28/2011'7. Asset retirement obligations
'
Nine months ended September 30,
(in thousands)20112010
( Liability at beginning of period~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }1}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/20119. Revenue recognition
(dollars in thousands)
September 30,
December 31,
20112010
0(Natural gas imbalance current receivable~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/20119. Revenue recognition
Nine months ended
September 30,(dollars in thousands)20112010
1)Value of net underproduced (overproduced)~
2~
j6.positions arising during the period increasingoil and gas sales1)Net overproduced positions arising during~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }:}$
Laredo Petroleum, Inc.
S1/A
11/28/2011.&10. General and administrative expense
'
Nine months ended September 30,
(in thousands)20112010
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }$}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/20111. Interest expense
Nine months ended
September 30,(in thousands)20112010
"Cash payments for interest~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expenseRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/20116. Fair value of debt
September 30, 2011
December 31, 2010
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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Laredo Petroleum, Inc.
S1/A
11/28/2011Restricted units
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }}$
Laredo Petroleum, Inc.
S1/A
11/28/2011Restricted units
Nine months ended
September 30,(in thousands)20112010
!Equitybased compensation~
~O~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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ELEVENTH
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ELEVENTH
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
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September 30,
December 31,
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }$}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011Restricted units
(in thousands)
September 30,
December 31,
20112010
Deferred tax asset~
V[~
"u Deferred tax liability~
y ?Net deferred tax asset~
~
"u $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4Bwkx4v_G;/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }<}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011.&G#151;Derivative financial instruments
Aggregate
Index
Contract periodVolumes
Price
Oil (volumes in Bbls):Swap~
~
"March 2011  December 2011Price collar~
$85.00  $125.00"March 2011  December 2011Swap~
B~fffffY@"April 2011  December 2011Price collar~
$95.00  $125.70 May 2011  December 2011Price collar~
S$85.00  $125.00$January 2012  December 2012Swap~
SX@$January 2012  December 2012Swap~
SfffffFY@$January 2012  December 2012Swap~
Sp=
Y@$January 2012  December 2012Swap~
SfffffX@$January 2013  December 2013Swap~
SzGY@$January 2013  December 2013Swap~
SY@$January 2013  December 2013Price collar~
$85.00  $125.00$January 2013  December 2013Price collar~
$80.00  $125.00$January 2014  December 2014'Natural gas (volumes in MMBtu):
Basis swap~
p=
ף?"March 2011  December 2011Swap~
\@!June 2011  December 2011Price collar~
g
$4.00  $7.05$January 2014  December 2014D5lymaUlB~6zRr ! " # $ % !"$#____________________________1$)Created by Morningstar Document Research.0%(http://documentresearch.morningstar.com/d=PF0*8X>
@:%%$$##
l K
S
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }0}$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011.&G#151;Derivative financial instruments
Remaining year
Year
Year
Year
20112012 20132014
Oil positions:
Puts:
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$?Swaps:
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$?Collars:
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }%}$ } }$}$ } }$}$ } }
$
Laredo Petroleum, Inc.
S1/A
11/28/2011.&G#151;Derivative financial instruments
'
(in thousands except rate data)
Year
Year
Year
201120122013
Notional amount~
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$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/DlymaU.zbP>,
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }}$ }} $
#
Laredo Petroleum, Inc.
S1/A
11/28/2011.&G#151;Derivative financial instruments
(in thousands)
September 30,
December 31,
20112010
Assets: Commodity derivatives: Oil derivatives~
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NX !Interest rate derivatives~
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NA~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }}$ }}$
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Laredo Petroleum, Inc.
S1/A
11/28/2011.&G#151;Derivative financial instruments
Nine months ended
September 30,(in thousands)20112010
Realized gains (losses):Commodity derivatives~
~
!Interest rate derivatives~
~
~
~
Z"Unrealized gains (losses):Commodity derivatives~
~
!Interest rate derivatives~
%~
^~
>~
Total gains (losses):Commodity derivatives~
~
>!Interest rate derivatives~
n~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }$}$ }}
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Laredo Petroleum, Inc.
S1/A
11/28/2011%H#151;Fair value measurements
(in thousands)
Level 1
Level 2
Level 3
Total
fair value
!As of September 30, 2011:
Commodity derivatives
$?~
I ~
~
GDeferred premiums ? ?
~
#
~
#!Interest rate derivatives ?~
*
?
~
*
Total
$?~
2 ~
!~
9$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8 vj^pN=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }$}$ }}
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Laredo Petroleum, Inc.
S1/A
11/28/2011%H#151;Fair value measurements
(in thousands)
Level 1
Level 2
Level 3
Total
fair value
As of December 31, 2010:
Commodity derivatives
$?~
Jg ~
8~
2Deferred premiums ? ?
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<
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<!Interest rate derivatives ?~
j
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Total
$?~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011%H#151;Fair value measurements
(in thousands)
Derivative option
Deferred
contractspremiums
/'Balance of Level 3 at December 31, 2010~
8~
</'Realized and unrealized losses included~
.S ?in earnings)!Amortization of deferred premiums ?~
3+Total purchases, issuances and settlements: Purchases~
L~
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~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }$ }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011%H#151;Fair value measurements
(in thousands)
Derivative option
Deferred
contractspremiums
/'Balance of Level 3 at December 31, 2009~
J~
.&Realized and unrealized gains included~
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }}$
Laredo Petroleum, Inc.
S1/A
11/28/2011%H#151;Fair value measurements
!
For the nine months ended
September 30,(in thousands)20112010
Net oil and gas sales(1)~
"]~
v@$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0#vj^lV>2&=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and conting (1)K151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }}$ }
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Laredo Petroleum, Inc.
S1/A
11/28/2011+#J#151;Commitments and contingencies
(in thousands)
Remaining 2011
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenciK151Defined contribution plan!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }}$
Laredo Petroleum, Inc.
S1/A
11/28/2011+#J#151;Commitments and contingencies
Nine months ended
September 30,(in thousands)20112010
Rent expense~
~
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0pdXndL@4=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)!L151Other accrued current liabiM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
ELEVENTH
NO TITLEDURATION OF AGREEMENTsignature pages followsignature pages follow (1)signature pages follow (2)signature pages follow (3)signature pages follow (4)signature pages follow (5)signature pages follow (6)signature pages follow (7)signature pages follow (8)signature pages follow (9)signature pages follow (10)signature pages follow (11)signature pages follow (12)signature pages follow (13)signature pages follow (14)signature pages follow (15)U }}$
Laredo Petroleum, Inc.
S1/A
11/28/2011'K#151;Defined contribution plan
Nine months ended
September 30,(in thousands)20112010
Contributions~
2~
"$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0th\rgOC7=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??LAREDO PETROLEUM HOLDINGS INC!The registrant hereby amends th!Investing in our common stock i!Investing in our common sto (1)Laredo Petroleum Holdings (1)Capital expenditure program!Capital expenditure program (1)!Capital expenditure program (2)!Capital expenditure program (3)!Capital expenditure program (4)!Summary historical combined res!We expect to be a controlled co!We expect to be a controlle (1)!We expect to be a controlle (2)!We expect to be a controlle (3)!We expect to be a controlle (4)!We expect to be a controlle (5)!We expect to be a controlle (6)!We expect to be a controlle (7)!NonGAAP financial measures and Sources of our revenue!Realized and unrealized gain lo!Realized and unrealized gai (1)!Realized and unrealized gai (2)!Writeoff of deferred loan costs!Writeoff of deferred loan c (1)!Writeoff of deferred loan c (2)!Writeoff of deferred loan c (3)!Writeoff of deferred loan c (4)!Writeoff of deferred loan c (5)!Writeoff of deferred loan c (6)!Cash flows provided by operatinObligations and commitments!Counterparty and customer crediEstimated proved reservesEstimated proved reserves (1)!Production revenues and price hProductive wellsProductive wells (1)!Undeveloped acreage expirations!Undeveloped acreage expirat (1)!Executive officers and director!Executive officers and dire (1)Summary Compensation!Annual discretionary cash bonus!Adjustments to compensation proIncentive compensationSummary Compensation (1)Summary compensation (2)!Base salary and discretionary c!Outstanding equity awards at 20!Outstanding equity awards a (1)!Outstanding equity awards a (2)!Outstanding equity awards a (3)!Security ownership of certain b!Information reporting and backu!Information reporting and b (1)Index to financial statementsOffering transactionsconsolidated balance sheet!condensed consolidated statemenstatement of operations!Note 3151Pro forma earnings per!Note 3151Pro forma earnings (1)!Consolidated statement of owner!The accompanying condensed note5 Property and equipment6 Deferred loan costs 7 Asset retirement obligations9 Revenue recognition9 Revenue recognition (1)!10 General and administrative e1 Interest expense6 Fair value of debtRestricted unitsRestricted units (1)Restricted units (2)Restricted units (3)Restricted units (4)Restricted units (5)Restricted units (6)Restricted units (7)Restricted units (8)!G151Derivative financial instru!G151Derivative financial in (1)!G151Derivative financial in (2)!G151Derivative financial in (3)!G151Derivative financial in (4)H151Fair value measurements!H151Fair value measurements (1)!H151Fair value measurements (2)!H151Fair value measurements (3)!H151Fair value measurements (4)!J151Commitments and contingenci!J151Commitments and conting (1)K151Defined contribution planM151Subsidiary guaranteesM151Subsidiary guarantees (1)M151Subsidiary guarantees (2)M151Subsidiary guarantees (3)M151Subsidiary guarantees (4)M151Subsidiary guarantees (5)4 New derivative contractsCombined balance sheets!Combined statements of operatio!Combined statements of owners e!Combined statements of cash flo!8 Pipeline and gas gathering as9 Other fixed assets11 Deferred loan costs!12 Asset retirement obligations15 Revenue recognition15 Revenue recognition (1)2 Fair value of debtF151Equitybased compensationF151Equitybased compensa (1)F151Equitybased compensa (2)F151Equitybased compensa (3)F151Equitybased compensa (4)F151Equitybased compensa (5)!H151Derivative financial instru!H151Derivative financial in (1)!H151Derivative financial in (2)!H151Derivative financial in (3)!H151Derivative financial in (4)I151Fair value measurements!I151Fair value measurements (1)!I151Fair value measurements (2)!Impairment of oil and natural g!Impairment of oil and natur (1)!K151Commitments and contingenciN151Subsidiary guaranteesN151Subsidiary guarantees (1)N151Subsidiary guarantees (2)N151Subsidiary guarantees (3)N151Subsidiary guarantees (4)N151Subsidiary guarantees (5)N151Subsidiary guarantees (6)N151Subsidiary guarantees (7)!2 Costs incurred in oil and gas!3 Capitalized oil and gas costs!4 Results of oil and gas produc!5 Net proved oil and gas reserv!5 Net proved oil and gas re (1)!5 Net proved oil and gas re (2)!6 Standardized measure of disco!6 Standardized measure of d (1)Shareholders Equity!MidContinent II LLC and Linn Ex 1 Reserve quantity information 1 Reserve quantity informa (1) 1 Reserve quantity informa (2)Laredo Petroleum IncLaredo Petroleum Inc (1)Hydrocarbon prices!Professional qualifications of !Item 13 Other expenses of issua!Item 16 Exhibits and financial Item 16 Exhibits and finan (1)Index to exhibitsIndex to exhibits (1)signature page followssignature page follows (1)signature page follows (2)!Annex B to Underwriting Agreeme
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Laredo Petroleum, Inc.
S1/A
11/28/2011/'L#151;Other accrued current liabilities
(in thousands)
September 30,
December 31,
20112010
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