Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The Notes (see Note 9 – 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 operating units , including OMP (see Note 3 – Oasis Midstream Partners LP ), wh ich is accounted for on a consolidated basis, do not guarantee the Notes (“Non-Guarantor Subsidiaries”). The following financial information reflects consolidating financial information of the parent company, Oasis Petroleum Inc. (“Issuer”), its Guarantors on a combined basis and the Non-Guarantor Subsidiaries on a combined basis, prepared on the equity basis of accoun ting. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial inform ation 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, 2017 Parent/ Issuer Combined Guarantor Subsidiaries Non-Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 178 $ 8,310 $ — $ — $ 8,488 Accounts receivable, net — 285,325 58 — 285,383 Accounts receivable - affiliates 136,004 34,226 5,611 (175,841 ) — Inventory — 17,169 — — 17,169 Prepaid expenses 465 10,153 29 — 10,647 Derivative instruments — 692 — — 692 Other current assets — 65 — — 65 Total current assets 136,647 355,940 5,698 (175,841 ) 322,444 Property, plant and equipment Oil and gas properties (successful efforts method) — 7,640,785 — — 7,640,785 Other property and equipment — 261,444 522,098 — 783,542 Less: accumulated depreciation, depletion, amortization and impairment — (2,358,848 ) (29,861 ) — (2,388,709 ) Total property, plant and equipment, net — 5,543,381 492,237 — 6,035,618 Investments in and advances to subsidiaries 4,535,693 376,528 — (4,912,221 ) — Derivative instruments — 703 — — 703 Deferred income taxes 269,704 — — (269,704 ) — Long-term inventory — 10,885 — — 10,885 Other assets — 19,614 1,948 — 21,562 Total assets $ 4,942,044 $ 6,307,051 $ 499,883 $ (5,357,766 ) $ 6,391,212 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 16,348 $ — $ — $ 16,348 Accounts payable - affiliates 33,885 141,615 341 (175,841 ) — Revenues and production taxes payable — 169,361 — — 169,361 Accrued liabilities (8 ) 188,375 5,790 — 194,157 Accrued interest payable 19,872 449 4 — 20,325 Derivative instruments — 16,412 — — 16,412 Advances from joint interest partners — 5,095 — — 5,095 Total current liabilities 53,749 537,655 6,135 (175,841 ) 421,698 Long-term debt 1,945,613 395,000 — — 2,340,613 Deferred income taxes — 778,039 — (269,704 ) 508,335 Asset retirement obligations — 51,156 1,257 — 52,413 Derivative instruments — 3,703 — — 3,703 Other liabilities — 5,805 — — 5,805 Total liabilities 1,999,362 1,771,358 7,392 (445,545 ) 3,332,567 Stockholders’ equity Capital contributions from affiliates — 3,282,946 261,312 (3,544,258 ) — Common stock, $0.01 par value: 450,000,000 shares authorized; 238,639,488 shares issued and 237,312,881 shares outstanding 2,348 — — — 2,348 Treasury stock, at cost: 1,326,607 shares (22,132 ) — — — (22,132 ) Additional paid-in-capital 2,369,098 8,849 — (8,849 ) 2,369,098 Retained earnings 593,368 1,127,935 — (1,127,935 ) 593,368 Oasis share of stockholders’ equity 2,942,682 4,419,730 261,312 (4,681,042 ) 2,942,682 Non-controlling interests — 115,963 231,179 (231,179 ) 115,963 Total stockholders’ equity 2,942,682 4,535,693 492,491 (4,912,221 ) 3,058,645 Total liabilities and stockholders’ equity $ 4,942,044 $ 6,307,051 $ 499,883 $ (5,357,766 ) $ 6,391,212 Condensed Consolidating Balance Sheet December 31, 2016 Parent/ Issuer Combined Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 166 $ 11,060 $ — $ 11,226 Accounts receivable, net — 204,335 — 204,335 Accounts receivable - affiliates 252,000 27,619 (279,619 ) — Inventory — 10,648 — 10,648 Prepaid expenses 275 7,348 — 7,623 Derivative instruments — 362 — 362 Other current assets — 4,355 — 4,355 Total current assets 252,441 265,727 (279,619 ) 238,549 Property, plant and equipment Oil and gas properties (successful efforts method) — 7,296,568 — 7,296,568 Other property and equipment — 618,790 — 618,790 Less: accumulated depreciation, depletion, amortization and impairment — (1,995,791 ) — (1,995,791 ) Total property, plant and equipment, net — 5,919,567 — 5,919,567 Investments in and advances to subsidiaries 4,451,192 — (4,451,192 ) — Deferred income taxes 220,058 — (220,058 ) — Other assets — 20,516 — 20,516 Total assets $ 4,923,691 $ 6,205,810 $ (4,950,869 ) $ 6,178,632 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 4,645 $ — $ 4,645 Accounts payable - affiliates 27,619 252,000 (279,619 ) — Revenues and production taxes payable — 139,737 — 139,737 Accrued liabilities 12 119,161 — 119,173 Accrued interest payable 38,689 315 — 39,004 Derivative instruments — 60,469 — 60,469 Advances from joint interest partners — 7,597 — 7,597 Other current liabilities — 10,490 — 10,490 Total current liabilities 66,320 594,414 (279,619 ) 381,115 Long-term debt 1,934,214 363,000 — 2,297,214 Deferred income taxes — 733,587 (220,058 ) 513,529 Asset retirement obligations — 48,985 — 48,985 Derivative instruments — 11,714 — 11,714 Other liabilities — 2,918 — 2,918 Total liabilities 2,000,534 1,754,618 (499,677 ) 3,255,475 Stockholders’ equity Capital contributions from affiliates — 3,388,893 (3,388,893 ) — Common stock, $0.01 par value: 450,000,000 shares authorized; 237,201,064 shares issued and 236,344,172 shares outstanding 2,331 — — 2,331 Treasury stock, at cost: 856,892 shares (15,950 ) — — (15,950 ) Additional paid-in-capital 2,345,271 8,743 (8,743 ) 2,345,271 Retained earnings 591,505 1,053,556 (1,053,556 ) 591,505 Total stockholders’ equity 2,923,157 4,451,192 (4,451,192 ) 2,923,157 Total liabilities and stockholders’ equity $ 4,923,691 $ 6,205,810 $ (4,950,869 ) $ 6,178,632 Condensed Consolidating Statement of Operations Three Months Ended September 30, 2017 Parent/ Issuer Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 248,648 $ — $ — $ 248,648 Bulk oil sales — 21,195 — — 21,195 Midstream revenues — 15,828 2,939 — 18,767 Well services revenues — 16,138 — — 16,138 Total revenues — 301,809 2,939 — 304,748 Operating expenses Lease operating expenses — 45,334 — — 45,334 Midstream operating expenses — 3,621 680 — 4,301 Well services operating expenses — 9,125 — — 9,125 Marketing, transportation and gathering expenses — 15,028 — — 15,028 Bulk oil purchases — 21,701 — — 21,701 Production taxes — 21,052 — — 21,052 Depreciation, depletion and amortization — 132,035 254 — 132,289 Exploration expenses — 854 — — 854 Impairment — 139 — — 139 General and administrative expenses 6,775 15,375 381 — 22,531 Total operating expenses 6,775 264,264 1,315 — 272,354 Operating income (loss) (6,775 ) 37,545 1,624 — 32,394 Other income (expense) Equity in earnings (loss) of subsidiaries (13,599 ) 1,605 — 11,994 — Net loss on derivative instruments — (54,310 ) — — (54,310 ) Interest expense, net of capitalized interest (32,894 ) (4,476 ) (19 ) — (37,389 ) Other income (expense) 2 (607 ) — — (605 ) Total other expense (46,491 ) (57,788 ) (19 ) 11,994 (92,304 ) Income (loss) before income taxes (53,266 ) (20,243 ) 1,605 11,994 (59,910 ) Income tax benefit 12,052 6,794 — — 18,846 Net income (loss) including non-controlling interests (41,214 ) (13,449 ) 1,605 11,994 (41,064 ) Less: Net income attributable to non-controlling interests — 150 1,112 (1,112 ) 150 Net income (loss) attributable to Oasis $ (41,214 ) $ (13,599 ) $ 493 $ 13,106 $ (41,214 ) 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 $ — $ 156,316 $ — $ 156,316 Bulk oil sales — 1,867 — 1,867 Midstream revenues — 8,487 — 8,487 Well services revenues — 10,641 — 10,641 Total revenues — 177,311 — 177,311 Operating expenses Lease operating expenses — 35,696 — 35,696 Midstream operating expenses — 2,617 — 2,617 Well services operating expenses — 5,548 — 5,548 Marketing, transportation and gathering expenses — 7,003 — 7,003 Bulk oil purchases — 1,853 — 1,853 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 Nine Months Ended September 30, 2017 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 704,533 $ — $ — $ 704,533 Bulk oil sales — 56,917 — — 56,917 Midstream revenues — 46,000 2,939 — 48,939 Well services revenues — 33,566 — — 33,566 Total revenues — 841,016 2,939 — 843,955 Operating expenses Lease operating expenses — 133,871 — — 133,871 Midstream operating expenses — 10,211 680 — 10,891 Well services operating expenses — 21,115 — — 21,115 Marketing, transportation and gathering expenses — 38,018 — — 38,018 Bulk oil purchases — 57,683 — — 57,683 Production taxes — 60,322 — — 60,322 Depreciation, depletion and amortization — 383,992 254 — 384,246 Exploration expenses — 4,010 — — 4,010 Impairment — 6,021 — — 6,021 General and administrative expenses 21,374 48,158 381 — 69,913 Total operating expenses 21,374 763,401 1,315 — 786,090 Operating income (loss) (21,374 ) 77,615 1,624 — 57,865 Other income (expense) Equity in earnings of subsidiaries 74,379 1,605 — (75,984 ) — Net gain on derivative instruments — 52,297 — — 52,297 Interest expense, net of capitalized interest (98,751 ) (11,778 ) (19 ) — (110,548 ) Other income (expense) 2 (757 ) — — (755 ) Total other income (expense) (24,370 ) 41,367 (19 ) (75,984 ) (59,006 ) Income (loss) before income taxes (45,744 ) 118,982 1,605 (75,984 ) (1,141 ) Income tax benefit (expense) 44,923 (44,453 ) — — 470 Net income (loss) including non-controlling interests (821 ) 74,529 1,605 (75,984 ) (671 ) Less: Net income attributable to non-controlling interests — 150 1,112 (1,112 ) 150 Net income (loss) attributable to Oasis $ (821 ) $ 74,379 $ 493 $ (74,872 ) $ (821 ) Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2016 Parent/ Combined Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 432,968 $ — $ 432,968 Bulk oil sales — 1,867 — 1,867 Midstream revenues — 22,380 — 22,380 Well services revenues — 29,459 — 29,459 Total revenues — 486,674 — 486,674 Operating expenses Lease operating expenses — 98,283 — 98,283 Midstream operating expenses — 6,095 — 6,095 Well services operating expenses — 15,334 — 15,334 Marketing, transportation and gathering expenses — 22,046 — 22,046 Bulk oil purchases — 1,853 — 1,853 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 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 Cash Flows Nine Months Ended September 30, 2017 Parent/ Issuer Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Intercompany Eliminations Consolidated (In thousands) Cash flows from operating activities: Net income (loss) including non-controlling interests $ (821 ) $ 74,529 $ 1,605 $ (75,984 ) $ (671 ) Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (74,379 ) (1,605 ) — 75,984 — Depreciation, depletion and amortization — 383,992 254 — 384,246 Impairment — 6,021 — — 6,021 Deferred income taxes (44,923 ) 44,453 — — (470 ) Derivative instruments — (52,297 ) — — (52,297 ) Equity-based compensation expenses 19,740 711 — — 20,451 Deferred financing costs amortization and other 11,399 1,260 7 — 12,666 Working capital and other changes: Change in accounts receivable 115,996 (87,610 ) (5,630 ) (103,778 ) (81,022 ) Change in inventory — (235 ) — — (235 ) Change in prepaid expenses (190 ) 1,013 — — 823 Change in other current assets — 276 — — 276 Change in long-term inventory and other assets — (12,843 ) — — (12,843 ) Change in accounts payable, interest payable and accrued liabilities (12,571 ) (62,542 ) 3,617 103,778 32,282 Change in other current liabilities — (10,490 ) — — (10,490 ) Net cash provided by (used in) operating activities 14,251 284,633 (147 ) — 298,737 Cash flows from investing activities: Capital expenditures — (443,649 ) — — (443,649 ) Proceeds from sale of properties — 4,000 — — 4,000 Derivative settlements — (804 ) — — (804 ) Advances from joint interest partners — (2,502 ) — — (2,502 ) Net cash used in investing activities — (442,955 ) — — (442,955 ) Cash flows from financing activities: Proceeds from revolving credit facility — 764,000 — — 764,000 Principal payments on revolving credit facility — (732,000 ) — — (732,000 ) Deferred financing costs — 1,858 (1,954 ) — (96 ) Proceeds from issuance of Oasis Midstream common units, net of offering costs — — 115,813 — 115,813 Purchases of treasury stock (6,182 ) — — — (6,182 ) Investment in subsidiaries / capital contributions from parent (8,002 ) 121,714 (113,712 ) — — Other (55 ) — — — (55 ) Net cash provided by (used in) financing activities (14,239 ) 155,572 147 — 141,480 Increase (decrease) in cash and cash equivalents 12 (2,750 ) — — (2,738 ) Cash and cash equivalents at beginning of period 166 11,060 — — 11,226 Cash and cash equivalents at end of period $ 178 $ 8,310 $ — $ — $ 8,488 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 net 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 Equity-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 long-term inventory and 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: Proceeds from revolving credit facility — 835,000 — 835,000 Principal payments on revolving credit facility — (778,000 ) — (778,000 ) Repurchase of senior unsecured notes (435,907 ) — — (435,907 ) Proceeds from issuance of senior unsecured convertible notes 300,000 — — 300,000 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 subsidiaries / capital contributions from parent (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 |