Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The Notes (see Note 10 – 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, which 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 accounting. 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 March 31, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 179 $ 13,508 $ 4,048 $ — $ 17,735 Accounts receivable, net — 370,001 977 — 370,978 Accounts receivable - affiliates 373,954 55,939 57,087 (486,980 ) — Inventory — 23,039 — — 23,039 Prepaid expenses 447 4,760 747 — 5,954 Intangible assets, net — 958 — — 958 Other current assets — 193 — — 193 Total current assets 374,580 468,398 62,859 (486,980 ) 418,857 Property, plant and equipment Oil and gas properties (successful efforts method) — 8,914,811 — (3,715 ) 8,911,096 Other property and equipment — 220,293 743,578 — 963,871 Less: accumulated depreciation, depletion, amortization and impairment — (2,647,665 ) (40,696 ) — (2,688,361 ) Total property, plant and equipment, net — 6,487,439 702,882 (3,715 ) 7,186,606 Investments in and advances to subsidiaries 5,198,126 428,245 — (5,626,371 ) — Deferred income taxes 191,671 — — (191,671 ) — Long-term inventory — 12,506 — — 12,506 Other assets — 19,062 1,899 — 20,961 Total assets $ 5,764,377 $ 7,415,650 $ 767,640 $ (6,308,737 ) $ 7,638,930 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 15,534 $ 593 $ — $ 16,127 Accounts payable - affiliates 40,406 431,041 15,533 (486,980 ) — Revenues and production taxes payable — 245,198 — — 245,198 Accrued liabilities 284 165,899 67,239 — 233,422 Accrued interest payable 19,872 736 73 — 20,681 Derivative instruments — 149,657 — — 149,657 Advances from joint interest partners — 4,888 — — 4,888 Other current liabilities — 40 — — 40 Total current liabilities 60,562 1,012,993 83,438 (486,980 ) 670,013 Long-term debt 1,953,534 626,000 117,000 — 2,696,534 Deferred income taxes — 498,420 — (191,671 ) 306,749 Asset retirement obligations — 50,624 1,331 — 51,955 Derivative instruments — 19,699 — — 19,699 Other liabilities — 7,822 — — 7,822 Total liabilities 2,014,096 2,215,558 201,769 (678,651 ) 3,752,772 Stockholders’ equity Capital contributions from affiliates — 3,640,084 224,008 (3,864,092 ) — Common stock, $0.01 par value: 450,000,000 shares authorized; 319,384,813 shares issued and 317,363,008 shares outstanding 3,154 — — — 3,154 Treasury stock, at cost: 2,021,805 shares (28,200 ) — — — (28,200 ) Additional paid-in-capital 3,055,003 8,994 — (8,994 ) 3,055,003 Retained earnings 720,324 1,413,388 21,593 (1,436,730 ) 718,575 Oasis share of stockholders’ equity 3,750,281 5,062,466 245,601 (5,309,816 ) 3,748,532 Non-controlling interests — 137,626 320,270 (320,270 ) 137,626 Total stockholders’ equity 3,750,281 5,200,092 565,871 (5,630,086 ) 3,886,158 Total liabilities and stockholders’ equity $ 5,764,377 $ 7,415,650 $ 767,640 $ (6,308,737 ) $ 7,638,930 Condensed Consolidating Balance Sheet December 31, 2017 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 178 $ 15,659 $ 883 $ — $ 16,720 Accounts receivable, net — 362,746 834 — 363,580 Accounts receivable - affiliates 425,668 46,020 85,818 (557,506 ) — Inventory — 19,367 — — 19,367 Prepaid expenses 267 6,586 778 — 7,631 Derivative instruments — 344 — — 344 Other current assets — 193 — — 193 Total current assets 426,113 450,915 88,313 (557,506 ) 407,835 Property, plant and equipment Oil and gas properties (successful efforts method) — 7,840,921 — (1,966 ) 7,838,955 Other property and equipment — 214,818 653,928 — 868,746 Less: accumulated depreciation, depletion, amortization and impairment — (2,499,867 ) (34,348 ) — (2,534,215 ) Total property, plant and equipment, net — 5,555,872 619,580 (1,966 ) 6,173,486 Investments in and advances to subsidiaries 4,790,976 422,132 — (5,213,108 ) — Derivative instruments — 9 — — 9 Deferred income taxes 183,568 — — (183,568 ) — Long-term inventory — 12,200 — — 12,200 Other assets — 19,587 2,013 — 21,600 Total assets $ 5,400,657 $ 6,460,715 $ 709,906 $ (5,956,148 ) $ 6,615,130 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 13,370 $ — $ — $ 13,370 Accounts payable - affiliates 34,382 511,486 11,638 (557,506 ) — Revenues and production taxes payable — 213,995 — — 213,995 Accrued liabilities 216 177,446 58,818 — 236,480 Accrued interest payable 38,796 53 114 — 38,963 Derivative instruments — 115,716 — — 115,716 Advances from joint interest partners — 4,916 — — 4,916 Other current liabilities — 40 — — 40 Total current liabilities 73,394 1,037,022 70,570 (557,506 ) 623,480 Long-term debt 1,949,606 70,000 78,000 — 2,097,606 Deferred income taxes — 489,489 — (183,568 ) 305,921 Asset retirement obligations — 47,195 1,316 — 48,511 Derivative instruments — 19,851 — — 19,851 Other liabilities — 6,182 — — 6,182 Total liabilities 2,023,000 1,669,739 149,886 (741,074 ) 3,101,551 Stockholders’ equity Capital contributions from affiliates — 3,264,691 234,935 (3,499,626 ) — Common stock, $0.01 par value: 450,000,000 shares authorized; 270,627,014 shares issued and 269,295,466 shares outstanding 2,668 — — — 2,668 Treasury stock, at cost: 1,331,548 shares (22,179 ) — — — (22,179 ) Additional paid-in-capital 2,677,217 8,922 — (8,922 ) 2,677,217 Retained earnings 719,951 1,379,475 11,639 (1,393,080 ) 717,985 Oasis share of stockholders’ equity 3,377,657 4,653,088 246,574 (4,901,628 ) 3,375,691 Non-controlling interests — 137,888 313,446 (313,446 ) 137,888 Total stockholders’ equity 3,377,657 4,790,976 560,020 (5,215,074 ) 3,513,579 Total liabilities and stockholders’ equity $ 5,400,657 $ 6,460,715 $ 709,906 $ (5,956,148 ) $ 6,615,130 Condensed Consolidating Statement of Operations Three Months Ended March 31, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues — 363,671 — — $ 363,671 Purchased oil and gas sales — 18,037 — — 18,037 Midstream revenues — 1,150 61,421 (34,649 ) 27,922 Well services revenues — 11,586 — — 11,586 Total revenues — 394,444 61,421 (34,649 ) 421,216 Operating expenses Lease operating expenses — 55,699 — (10,918 ) 44,781 Midstream operating expenses — 746 17,116 (9,877 ) 7,985 Well services operating expenses — 7,387 — — 7,387 Marketing, transportation and gathering expenses — 26,672 — (5,659 ) 21,013 Purchased oil and gas expenses — 17,998 — — 17,998 Production taxes — 31,000 — — 31,000 Depreciation, depletion and amortization — 146,227 6,364 (3,326 ) 149,265 Exploration expenses — 769 — — 769 Impairment — 93 — — 93 General and administrative expenses 7,232 17,678 6,150 (3,120 ) 27,940 Total operating expenses 7,232 304,269 29,630 (32,900 ) 308,231 Operating income (loss) (7,232 ) 90,175 31,791 (1,749 ) 112,985 Other income (expense) Equity in earnings of subsidiaries 32,164 31,529 — (63,693 ) — Net loss on derivative instruments — (71,116 ) — — (71,116 ) Interest expense, net of capitalized interest (32,446 ) (4,438 ) (262 ) — (37,146 ) Other expense — (183 ) — — (183 ) Total other expense (282 ) (44,208 ) (262 ) (63,693 ) (108,445 ) Income (loss) before income taxes (7,514 ) 45,967 31,529 (65,442 ) 4,540 Income tax benefit (expense) 8,104 (8,932 ) — — (828 ) Net income including non-controlling interests 590 37,035 31,529 (65,442 ) 3,712 Less: Net income attributable to non-controlling interests — 3,122 21,574 (21,574 ) 3,122 Net income attributable to Oasis $ 590 $ 33,913 $ 9,955 $ (43,868 ) $ 590 Condensed Consolidating Statement of Operations Three Months Ended March 31, 2017 Parent/ Combined Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 237,252 $ — $ 237,252 Purchased oil and gas sales — 27,631 — 27,631 Midstream revenues — 14,606 — 14,606 Well services revenues — 5,627 — 5,627 Total revenues — 285,116 — 285,116 Operating expenses Lease operating expenses — 43,872 — 43,872 Midstream operating expenses — 3,327 — 3,327 Well services operating expenses — 4,560 — 4,560 Marketing, transportation and gathering expenses — 10,951 — 10,951 Purchased oil and gas expenses — 28,002 — 28,002 Production taxes — 20,299 — 20,299 Depreciation, depletion and amortization — 126,666 — 126,666 Exploration expenses — 1,489 — 1,489 Impairment — 2,682 — 2,682 General and administrative expenses 7,065 16,111 — 23,176 Total operating expenses 7,065 257,959 — 265,024 Operating income (loss) (7,065 ) 27,157 — 20,092 Other income (expense) Equity in earnings of subsidiaries 49,103 — (49,103 ) — Net gain on derivative instruments — 56,075 — 56,075 Interest expense, net of capitalized interest (32,851 ) (3,470 ) — (36,321 ) Other income — 16 — 16 Total other income 16,252 52,621 (49,103 ) 19,770 Income before income taxes 9,187 79,778 (49,103 ) 39,862 Income tax benefit (expense) 14,638 (30,675 ) — (16,037 ) Net income $ 23,825 $ 49,103 $ (49,103 ) $ 23,825 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income including non-controlling interests $ 590 $ 37,035 $ 31,529 $ (65,442 ) $ 3,712 Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: Equity in earnings of subsidiaries (32,164 ) (31,529 ) — 63,693 — Depreciation, depletion and amortization — 146,227 6,364 (3,326 ) 149,265 Impairment — 93 — — 93 Deferred income taxes (8,104 ) 8,932 — — 828 Derivative instruments — 71,116 — — 71,116 Equity-based compensation expenses 6,418 273 63 — 6,754 Deferred financing costs amortization and other 3,929 1,432 114 — 5,475 Working capital and other changes: Change in accounts receivable 51,714 (23,888 ) 36,992 (70,526 ) (5,708 ) Change in inventory — (3,672 ) — — (3,672 ) Change in prepaid expenses (180 ) 641 31 — 492 Change in long-term inventory and other assets — (315 ) — — (315 ) Change in accounts payable, interest payable and accrued liabilities (12,832 ) (66,000 ) 8,062 70,526 (244 ) Change in other liabilities — 563 — — 563 Net cash provided by operating activities 9,371 140,908 83,155 (5,075 ) 228,359 Cash flows from investing activities: Capital expenditures — (169,994 ) (84,844 ) — (254,838 ) Acquisitions — (520,728 ) — — (520,728 ) Derivative settlements — (36,974 ) — — (36,974 ) Advances from joint interest partners — (28 ) — — (28 ) Net cash used in investing activities — (727,724 ) (84,844 ) — (812,568 ) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 1,413,000 57,000 — 1,470,000 Principal payments on Revolving Credit Facilities — (857,000 ) (18,000 ) — (875,000 ) Deferred financing costs — (215 ) — — (215 ) Purchases of treasury stock (6,021 ) — — — (6,021 ) Distributions to non-controlling interests — 34,866 (38,316 ) — (3,450 ) Investment in subsidiaries / capital contributions from parent (3,259 ) (5,986 ) 4,170 5,075 — Other (90 ) — — — (90 ) Net cash provided by (used in) financing activities (9,370 ) 584,665 4,854 5,075 585,224 Increase (decrease) in cash and cash equivalents 1 (2,151 ) 3,165 — 1,015 Cash and cash equivalents at beginning of period 178 15,659 883 — 16,720 Cash and cash equivalents at end of period $ 179 $ 13,508 $ 4,048 $ — $ 17,735 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 Parent/ Combined Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income $ 23,825 $ 49,103 $ (49,103 ) $ 23,825 Adjustments to reconcile net income to net cash provided by operating activities: Equity in earnings of subsidiaries (49,103 ) — 49,103 — Depreciation, depletion and amortization — 126,666 — 126,666 Impairment — 2,682 — 2,682 Deferred income taxes (14,638 ) 30,675 — 16,037 Derivative instruments — (56,075 ) — (56,075 ) Equity-based compensation expenses 6,498 210 — 6,708 Deferred financing costs amortization and other 3,665 1,275 — 4,940 Working capital and other changes: Change in accounts receivable 51,230 (27,952 ) (45,756 ) (22,478 ) Change in inventory — (3,679 ) — (3,679 ) Change in prepaid expenses (59 ) 341 — 282 Change in other current assets (2 ) (108 ) — (110 ) Change in long-term inventory and other assets — (4 ) — (4 ) Change in accounts payable, interest payable and accrued liabilities (13,321 ) (26,375 ) 45,756 6,060 Change in other current liabilities — 2,945 — 2,945 Net cash provided by operating activities 8,095 99,704 — 107,799 Cash flows from investing activities: Capital expenditures — (96,047 ) — (96,047 ) Derivative settlements — (7,960 ) — (7,960 ) Advances from joint interest partners — (759 ) — (759 ) Net cash used in investing activities — (104,766 ) — (104,766 ) Cash flows from financing activities: Proceeds from Oasis Credit Facility — 246,000 — 246,000 Principal payments on Oasis Credit Facility — (241,000 ) — (241,000 ) Purchases of treasury stock (5,419 ) — — (5,419 ) Investment in subsidiaries / capital contributions from parent (2,610 ) 2,610 — — Other (55 ) — — (55 ) Net cash provided by (used in) financing activities (8,084 ) 7,610 — (474 ) Increase in cash and cash equivalents 11 2,548 — 2,559 Cash and cash equivalents at beginning of period 166 11,060 — 11,226 Cash and cash equivalents at end of period $ 177 $ 13,608 $ — $ 13,785 |