Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The Notes (see Note 8 – Long-Term Debt) are guaranteed on a senior unsecured basis by the Guarantors, which are 100% owned by the Company. These guarantees are full and unconditional and joint and several among the Guarantors. Certain of the Company’s immaterial wholly-owned subsidiaries do not guarantee the Notes (“Non-Guarantor Subsidiaries”). The following financial information reflects consolidating financial information of the parent company, Oasis Petroleum Inc. (“Issuer”), and its Guarantors on a combined basis, prepared on the equity basis of accounting. The Non-Guarantor Subsidiaries are immaterial and, therefore, not presented separately. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantors operated as independent entities. The Company has not presented separate financial and narrative information for each of the Guarantors because it believes such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the Guarantors. Condensed Consolidating Balance Sheet September 30, 2016 Parent/ Issuer Combined Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 90 $ 13,686 $ — $ 13,776 Accounts receivable – oil and gas revenues — 103,128 — 103,128 Accounts receivable – joint interest and other — 77,903 — 77,903 Accounts receivable – affiliates 1,348 347,331 (348,679 ) — Inventory — 8,513 — 8,513 Prepaid expenses 413 5,680 — 6,093 Derivative instruments — 9,142 — 9,142 Other current assets — 4,290 — 4,290 Total current assets 1,851 569,673 (348,679 ) 222,845 Property, plant and equipment Oil and gas properties (successful efforts method) — 6,438,782 — 6,438,782 Other property and equipment — 580,171 — 580,171 Less: accumulated depreciation, depletion, amortization and impairment — (1,866,280 ) — (1,866,280 ) Total property, plant and equipment, net — 5,152,673 — 5,152,673 Investments in and advances to subsidiaries 4,478,149 — (4,478,149 ) — Derivative instruments — 194 — 194 Deferred income taxes 205,200 — (205,200 ) — Other assets — 22,549 — 22,549 Total assets $ 4,685,200 $ 5,745,089 $ (5,032,028 ) $ 5,398,261 LIABILITIES AND EQUITY Current liabilities Accounts payable $ — $ 7,929 $ — $ 7,929 Accounts payable – affiliates 347,331 1,348 (348,679 ) — Revenues and production taxes payable — 141,991 — 141,991 Accrued liabilities 27 98,899 — 98,926 Accrued interest payable 19,765 33 — 19,798 Derivative instruments — 17,308 — 17,308 Advances from joint interest partners — 5,191 — 5,191 Other current liabilities — — — — Total current liabilities 367,123 272,699 (348,679 ) 291,143 Long-term debt 1,930,573 195,000 — 2,125,573 Deferred income taxes — 751,402 (205,200 ) 546,202 Asset retirement obligations — 37,092 — 37,092 Derivative instruments — 7,755 — 7,755 Other liabilities — 2,992 — 2,992 Total liabilities 2,297,696 1,266,940 (553,879 ) 3,010,757 Stockholders’ equity Capital contributions from affiliates — 3,385,326 (3,385,326 ) — Common stock, $0.01 par value: 450,000,000 shares authorized; 182,038,164 shares issued and 181,186,070 shares outstanding 1,779 — — 1,779 Treasury stock, at cost: 852,094 shares (15,895 ) — — (15,895 ) Additional paid-in-capital 1,755,427 8,743 (8,743 ) 1,755,427 Retained earnings 646,193 1,084,080 (1,084,080 ) 646,193 Total stockholders’ equity 2,387,504 4,478,149 (4,478,149 ) 2,387,504 Total liabilities and stockholders’ equity $ 4,685,200 $ 5,745,089 $ (5,032,028 ) $ 5,398,261 Condensed Consolidating Balance Sheet December 31, 2015 Parent/ Issuer Combined Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 777 $ 8,953 $ — $ 9,730 Accounts receivable – oil and gas revenues — 96,495 — 96,495 Accounts receivable – joint interest and other 15 100,899 — 100,914 Accounts receivable – affiliates 1,248 247,488 (248,736 ) — Inventory — 11,072 — 11,072 Prepaid expenses 278 7,050 — 7,328 Derivative instruments — 139,697 — 139,697 Other current assets — 50 — 50 Total current assets 2,318 611,704 (248,736 ) 365,286 Property, plant and equipment Oil and gas properties (successful efforts method) — 6,284,401 — 6,284,401 Other property and equipment — 443,265 — 443,265 Less: accumulated depreciation, depletion, amortization and impairment — (1,509,424 ) — (1,509,424 ) Total property, plant and equipment, net — 5,218,242 — 5,218,242 Assets held for sale — 26,728 — 26,728 Investments in and advances to subsidiaries 4,573,172 — (4,573,172 ) — Derivative instruments — 15,776 — 15,776 Deferred income taxes 205,174 — (205,174 ) — Other assets 100 23,243 — 23,343 Total assets $ 4,780,764 $ 5,895,693 $ (5,027,082 ) $ 5,649,375 LIABILITIES AND EQUITY Current liabilities Accounts payable $ — $ 9,983 $ — $ 9,983 Accounts payable – affiliates 247,488 1,248 (248,736 ) — Revenue and production taxes payable — 132,356 — 132,356 Accrued liabilities 10 167,659 — 167,669 Accrued interest payable 49,340 73 — 49,413 Advances from joint interest partners — 4,647 — 4,647 Other current liabilities — 6,500 — 6,500 Total current liabilities 296,838 322,466 (248,736 ) 370,568 Long-term debt 2,164,584 138,000 — 2,302,584 Deferred income taxes — 813,329 (205,174 ) 608,155 Asset retirement obligations — 35,338 — 35,338 Liabilities held for sale — 10,228 — 10,228 Other liabilities — 3,160 — 3,160 Total liabilities 2,461,422 1,322,521 (453,910 ) 3,330,033 Stockholders’ equity Capital contributions from affiliates — 3,369,895 (3,369,895 ) — Common stock, $0.01 par value: 300,000,000 shares authorized; 139,583,990 shares issued and 139,076,064 shares outstanding 1,376 — — 1,376 Treasury stock, at cost: 507,926 shares (13,620 ) — — (13,620 ) Additional paid-in-capital 1,497,065 8,743 (8,743 ) 1,497,065 Retained earnings 834,521 1,194,534 (1,194,534 ) 834,521 Total stockholders’ equity 2,319,342 4,573,172 (4,573,172 ) 2,319,342 Total liabilities and stockholders’ equity $ 4,780,764 $ 5,895,693 $ (5,027,082 ) $ 5,649,375 Condensed Consolidating Statement of Operations Three Months Ended September 30, 2016 Parent/ Issuer Combined Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 158,183 $ — $ 158,183 Well services and midstream revenues — 19,128 — 19,128 Total revenues — 177,311 — 177,311 Operating expenses Lease operating expenses — 35,696 — 35,696 Well services and midstream operating expenses — 8,165 — 8,165 Marketing, transportation and gathering expenses — 8,856 — 8,856 Production taxes — 14,638 — 14,638 Depreciation, depletion and amortization — 111,948 — 111,948 Exploration expenses — 489 — 489 Impairment — 382 — 382 General and administrative expenses 5,930 16,915 — 22,845 Total operating expenses 5,930 197,089 — 203,019 Gain on sale of properties — 6 — 6 Operating loss (5,930 ) (19,772 ) — (25,702 ) Other income (expense) Equity in loss of subsidiaries (1,140 ) — 1,140 — Net gain on derivative instruments — 20,847 — 20,847 Interest expense, net of capitalized interest (29,876 ) (1,850 ) — (31,726 ) Loss on extinguishment of debt (13,793 ) — — (13,793 ) Other income (expense) 1 (260 ) — (259 ) Total other income (expense) (44,808 ) 18,737 1,140 (24,931 ) Loss before income taxes (50,738 ) (1,035 ) 1,140 (50,633 ) Income tax benefit (expense) 16,796 (105 ) — 16,691 Net loss $ (33,942 ) $ (1,140 ) $ 1,140 $ (33,942 ) Condensed Consolidating Statement of Operations Three Months Ended September 30, 2015 Parent/ Issuer Combined Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 175,270 $ — $ 175,270 Well services and midstream revenues — 21,965 — 21,965 Total revenues — 197,235 — 197,235 Operating expenses Lease operating expenses — 35,670 — 35,670 Well services and midstream operating expenses — 10,023 — 10,023 Marketing, transportation and gathering expenses — 8,465 — 8,465 Production taxes — 16,676 — 16,676 Depreciation, depletion and amortization — 123,734 — 123,734 Exploration expenses — 327 — 327 Impairment — 80 — 80 General and administrative expenses 5,903 16,455 — 22,358 Total operating expenses 5,903 211,430 — 217,333 Gain on sale of properties — 172 — 172 Operating loss (5,903 ) (14,023 ) — (19,926 ) Other income (expense) Equity in earnings of subsidiaries 49,899 — (49,899 ) — Net gain on derivative instruments — 103,637 — 103,637 Interest expense, net of capitalized interest (34,020 ) (2,493 ) — (36,513 ) Other income 1 248 — 249 Total other income (expense) 15,880 101,392 (49,899 ) 67,373 Income before income taxes 9,977 87,369 (49,899 ) 47,447 Income tax benefit (expense) 17,078 (37,470 ) — (20,392 ) Net income $ 27,055 $ 49,899 $ (49,899 ) $ 27,055 Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2016 Parent/ Combined Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 434,835 $ — $ 434,835 Well services and midstream revenues — 51,839 — 51,839 Total revenues — 486,674 — 486,674 Operating expenses Lease operating expenses — 98,283 — 98,283 Well services and midstream operating expenses — 21,429 — 21,429 Marketing, transportation and gathering expenses — 23,899 — 23,899 Production taxes — 39,758 — 39,758 Depreciation, depletion and amortization — 356,885 — 356,885 Exploration expenses — 1,192 — 1,192 Impairment — 3,967 — 3,967 General and administrative expenses 19,776 49,311 — 69,087 Total operating expenses 19,776 594,724 — 614,500 Loss on sale of properties — (1,305 ) — (1,305 ) Operating loss (19,776 ) (109,355 ) — (129,131 ) Other income (expense) Equity in loss of subsidiaries (110,454 ) — 110,454 — Net loss on derivative instruments — (55,624 ) — (55,624 ) Interest expense, net of capitalized interest (97,898 ) (7,546 ) — (105,444 ) Gain on extinguishment of debt 4,865 — — 4,865 Other income 44 144 — 188 Total other income (expense) (203,443 ) (63,026 ) 110,454 (156,015 ) Loss before income taxes (223,219 ) (172,381 ) 110,454 (285,146 ) Income tax benefit 34,891 61,927 — 96,818 Net loss $ (188,328 ) $ (110,454 ) $ 110,454 $ (188,328 ) Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2015 Parent/ Combined Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 563,239 $ — $ 563,239 Well services and midstream revenues — 44,429 — 44,429 Total revenues — 607,668 — 607,668 Operating expenses Lease operating expenses — 112,556 — 112,556 Well services and midstream operating expenses — 19,370 — 19,370 Marketing, transportation and gathering expenses — 23,313 — 23,313 Production taxes — 53,915 — 53,915 Depreciation, depletion and amortization — 361,430 — 361,430 Exploration expenses — 2,252 — 2,252 Rig termination — 3,895 — 3,895 Impairment — 24,917 — 24,917 General and administrative expenses 20,847 46,343 — 67,190 Total operating expenses 20,847 647,991 — 668,838 Gain on sale of properties — 172 — 172 Operating loss (20,847 ) (40,151 ) — (60,998 ) Other income (expense) Equity in earnings of subsidiaries 28,269 — (28,269 ) — Net gain on derivative instruments — 111,285 — 111,285 Interest expense, net of capitalized interest (103,435 ) (9,267 ) — (112,702 ) Other income 5 365 — 370 Total other income (expense) (75,161 ) 102,383 (28,269 ) (1,047 ) Income (loss) before income taxes (96,008 ) 62,232 (28,269 ) (62,045 ) Income tax benefit (expense) 51,792 (33,963 ) — 17,829 Net income (loss) $ (44,216 ) $ 28,269 $ (28,269 ) $ (44,216 ) Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Parent/ Issuer Combined Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) Cash flows from operating activities: Net loss $ (188,328 ) $ (110,454 ) $ 110,454 $ (188,328 ) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Equity in loss of subsidiaries 110,454 — (110,454 ) — Depreciation, depletion and amortization — 356,885 — 356,885 Gain on extinguishment of debt (4,865 ) — — (4,865 ) Loss on sale of properties — 1,305 — 1,305 Impairment — 3,967 — 3,967 Deferred income taxes (34,891 ) (61,927 ) — (96,818 ) Derivative instruments — 55,624 — 55,624 Stock-based compensation expenses 18,195 566 — 18,761 Deferred financing costs amortization and other 5,371 4,803 — 10,174 Working capital and other changes: Change in accounts receivable (85 ) (88,509 ) 99,943 11,349 Change in inventory — 2,559 — 2,559 Change in prepaid expenses (135 ) 1,303 — 1,168 Change in other current assets — (240 ) — (240 ) Change in other assets 100 (248 ) — (148 ) Change in accounts payable, interest payable and accrued liabilities 70,285 (12,333 ) (99,943 ) (41,991 ) Change in other current liabilities — (6,000 ) — (6,000 ) Change in other liabilities — 17 — 17 Net cash provided by (used in) operating activities (23,899 ) 147,318 — 123,419 Cash flows from investing activities: Capital expenditures — (340,314 ) — (340,314 ) Proceeds from sale of properties — 12,333 — 12,333 Costs related to sale of properties — (310 ) — (310 ) Derivative settlements — 115,576 — 115,576 Advances from joint interest partners — 544 — 544 Net cash used in investing activities — (212,171 ) — (212,171 ) Cash flows from financing activities: Repurchase of senior unsecured notes (435,907 ) — — (435,907 ) Proceeds from issuance of senior unsecured convertible notes 300,000 — — 300,000 Proceeds from revolving credit facility — 835,000 — 835,000 Principal payments on revolving credit facility — (778,000 ) — (778,000 ) Deferred financing costs (7,880 ) (931 ) — (8,811 ) Proceeds from sale of common stock 182,791 — — 182,791 Purchases of treasury stock (2,275 ) — — (2,275 ) Investment in / capital contributions from subsidiaries (13,517 ) 13,517 — — Net cash provided by financing activities 23,212 69,586 — 92,798 Increase (decrease) in cash and cash equivalents (687 ) 4,733 — 4,046 Cash and cash equivalents at beginning of period 777 8,953 — 9,730 Cash and cash equivalents at end of period $ 90 $ 13,686 $ — $ 13,776 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2015 Parent/ Issuer Combined Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) Cash flows from operating activities: Net income (loss) $ (44,216 ) $ 28,269 $ (28,269 ) $ (44,216 ) Adjustments to reconcile net income (loss) to cash provided by operating activities: Equity in earnings of subsidiaries (28,269 ) — 28,269 — Depreciation, depletion and amortization — 361,430 — 361,430 Gain on sale of properties — (172 ) — (172 ) Impairment — 24,917 — 24,917 Deferred income taxes (51,792 ) 33,963 — (17,829 ) Derivative instruments — (111,285 ) — (111,285 ) Stock-based compensation expenses 19,276 353 — 19,629 Deferred financing costs amortization and other 3,401 4,067 — 7,468 Working capital and other changes: Change in accounts receivable (493 ) (22,000 ) 130,802 108,309 Change in inventory — 8,425 — 8,425 Change in prepaid expenses (120 ) 758 — 638 Change in other current assets — 5,529 — 5,529 Change in accounts payable, interest payable and accrued liabilities 105,536 (58,867 ) (130,802 ) (84,133 ) Change in other current liabilities — 1,655 — 1,655 Change in other liabilities — (28 ) — (28 ) Net cash provided by operating activities 3,323 277,014 — 280,337 Cash flows from investing activities: Capital expenditures — (740,633 ) — (740,633 ) Proceeds from sale of properties — 78 — 78 Derivative settlements — 291,436 — 291,436 Advances from joint interest partners — (1,239 ) — (1,239 ) Net cash used in investing activities — (450,358 ) — (450,358 ) Cash flows from financing activities: Proceeds from revolving credit facility — 618,000 — 618,000 Principal payments on revolving credit facility — (938,000 ) — (938,000 ) Deferred financing costs — (3,587 ) — (3,587 ) Proceeds from sale of common stock 462,833 — — 462,833 Purchases of treasury stock (2,771 ) — — (2,771 ) Investment in / capital contributions from subsidiaries (463,404 ) 463,404 — — Net cash provided by (used in) financing activities (3,342 ) 139,817 — 136,475 Decrease in cash and cash equivalents (19 ) (33,527 ) — (33,546 ) Cash and cash equivalents at beginning of period 776 45,035 — 45,811 Cash and cash equivalents at end of period $ 757 $ 11,508 $ — $ 12,265 |