Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The Notes (see Note 11 – 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 June 30, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 175 $ 14,148 $ 2,749 $ — $ 17,072 Accounts receivable, net — 375,323 2,757 — 378,080 Accounts receivable - affiliates 328,675 50,210 54,533 (433,418 ) — Inventory — 23,130 92 — 23,222 Prepaid expenses 209 5,307 358 — 5,874 Intangible assets, net — 625 — — 625 Other current assets — 82 — — 82 Total current assets 329,059 468,825 60,489 (433,418 ) 424,955 Property, plant and equipment Oil and gas properties (successful efforts method) — 8,431,500 — (6,666 ) 8,424,834 Other property and equipment — 210,233 813,881 (10 ) 1,024,104 Less: accumulated depreciation, depletion, amortization and impairment — (2,644,313 ) (47,384 ) — (2,691,697 ) Total property, plant and equipment, net — 5,997,420 766,497 (6,676 ) 6,757,241 Assets held for sale, net — 250,118 — — 250,118 Investments in and advances to subsidiaries 4,925,931 453,075 — (5,379,006 ) — Derivative instruments — 25 — — 25 Deferred income taxes 203,764 — — (203,764 ) — Long-term inventory — 12,505 — — 12,505 Other assets — 18,710 1,781 — 20,491 Total assets $ 5,458,754 $ 7,200,678 $ 828,767 $ (6,022,864 ) $ 7,465,335 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 26,861 $ 3,127 $ — $ 29,988 Accounts payable - affiliates 40,469 383,208 9,741 (433,418 ) — Revenues and production taxes payable — 245,924 291 — 246,215 Accrued liabilities 68 262,553 57,887 — 320,508 Accrued interest payable 36,192 674 105 — 36,971 Derivative instruments — 194,810 — — 194,810 Advances from joint interest partners — 3,983 — — 3,983 Other current liabilities — 40 — — 40 Total current liabilities 76,729 1,118,053 71,151 (433,418 ) 832,515 Long-term debt 1,941,481 651,000 165,000 — 2,757,481 Deferred income taxes — 409,392 — (203,764 ) 205,628 Asset retirement obligations — 48,310 1,433 — 49,743 Liabilities held for sale — 4,181 — — 4,181 Derivative instruments — 35,007 — — 35,007 Other liabilities — 6,529 — — 6,529 Total liabilities 2,018,210 2,272,472 237,584 (637,182 ) 3,891,084 Stockholders’ equity Capital contributions from affiliates — 3,642,698 213,179 (3,855,877 ) — Common stock, $0.01 par value: 450,000,000 shares authorized; 320,010,534 shares issued and 317,985,056 shares outstanding 3,154 — — — 3,154 Treasury stock, at cost: 2,025,478 shares (28,243 ) — — — (28,243 ) Additional paid-in-capital 3,062,861 9,067 — (9,067 ) 3,062,861 Retained earnings 402,772 1,138,333 34,037 (1,176,771 ) 398,371 Oasis share of stockholders’ equity 3,440,544 4,790,098 247,216 (5,041,715 ) 3,436,143 Non-controlling interests — 138,108 343,967 (343,967 ) 138,108 Total stockholders’ equity 3,440,544 4,928,206 591,183 (5,385,682 ) 3,574,251 Total liabilities and stockholders’ equity $ 5,458,754 $ 7,200,678 $ 828,767 $ (6,022,864 ) $ 7,465,335 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 June 30, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 395,921 $ — $ — $ 395,921 Purchased oil and gas sales — 57,578 — — 57,578 Midstream revenues — 917 66,558 (38,133 ) 29,342 Well services revenues — 18,496 — — 18,496 Total revenues — 472,912 66,558 (38,133 ) 501,337 Operating expenses Lease operating expenses — 57,615 — (13,474 ) 44,141 Midstream operating expenses — 780 16,334 (9,426 ) 7,688 Well services operating expenses — 13,560 — — 13,560 Marketing, transportation and gathering expenses — 28,653 — (5,820 ) 22,833 Purchased oil and gas expenses — 57,165 — — 57,165 Production taxes — 34,026 — — 34,026 Depreciation, depletion and amortization — 150,554 6,659 (3,643 ) 153,570 Exploration expenses — 617 — — 617 Impairment — 384,135 — — 384,135 General and administrative expenses 7,496 17,954 5,897 (3,117 ) 28,230 Total operating expenses 7,496 745,059 28,890 (35,480 ) 745,965 Gain on sale of properties — 1,954 — — 1,954 Operating income (loss) (7,496 ) (270,193 ) 37,668 (2,653 ) (242,674 ) Other income (expense) Equity in earnings (loss) of subsidiaries (278,014 ) 37,485 — 240,529 — Net loss on derivative instruments — (120,285 ) — — (120,285 ) Interest expense, net of capitalized interest (33,135 ) (7,592 ) (183 ) — (40,910 ) Loss on extinguishment of debt (13,651 ) — — — (13,651 ) Other income — 218 — — 218 Total other expense (324,800 ) (90,174 ) (183 ) 240,529 (174,628 ) Income (loss) before income taxes (332,296 ) (360,367 ) 37,485 237,876 (417,302 ) Income tax benefit 12,092 88,909 — — 101,001 Net income (loss) including non-controlling interests (320,204 ) (271,458 ) 37,485 237,876 (316,301 ) Less: Net income attributable to non-controlling interests — 3,903 25,042 (25,042 ) 3,903 Net income (loss) attributable to Oasis $ (320,204 ) $ (275,361 ) $ 12,443 $ 262,918 $ (320,204 ) Condensed Consolidating Statement of Operations Three Months Ended June 30, 2017 Parent/ Combined Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 218,633 $ — $ 218,633 Purchased oil and gas sales — 8,091 — 8,091 Midstream revenues — 15,566 — 15,566 Well services revenues — 11,801 — 11,801 Total revenues — 254,091 — 254,091 Operating expenses Lease operating expenses — 44,665 — 44,665 Midstream operating expenses — 3,263 — 3,263 Well services operating expenses — 9,010 — 9,010 Marketing, transportation and gathering expenses — 12,039 — 12,039 Purchased oil and gas expenses — 7,980 — 7,980 Production taxes — 18,971 — 18,971 Depreciation, depletion and amortization — 125,291 — 125,291 Exploration expenses — 1,667 — 1,667 Impairment — 3,200 — 3,200 General and administrative expenses 7,534 15,092 — 22,626 Total operating expenses 7,534 241,178 — 248,712 Operating income (loss) (7,534 ) 12,913 — 5,379 Other income (expense) Equity in earnings of subsidiaries 38,875 — (38,875 ) — Net gain on derivative instruments — 50,532 — 50,532 Interest expense, net of capitalized interest (33,006 ) (3,832 ) — (36,838 ) Other expense — (166 ) — (166 ) Total other income 5,869 46,534 (38,875 ) 13,528 Income (loss) before income taxes (1,665 ) 59,447 (38,875 ) 18,907 Income tax benefit (expense) 18,233 (20,572 ) — (2,339 ) Net income $ 16,568 $ 38,875 $ (38,875 ) $ 16,568 Condensed Consolidating Statement of Operations Six Months Ended June 30, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 759,592 $ — $ — $ 759,592 Purchased oil and gas sales — 75,615 — — 75,615 Midstream revenues — 2,067 127,979 (72,782 ) 57,264 Well services revenues — 30,082 — — 30,082 Total revenues — 867,356 127,979 (72,782 ) 922,553 Operating expenses Lease operating expenses — 113,314 — (24,392 ) 88,922 Midstream operating expenses — 1,526 33,450 (19,303 ) 15,673 Well services operating expenses — 20,947 — — 20,947 Marketing, transportation and gathering expenses — 55,325 — (11,479 ) 43,846 Purchased oil and gas expenses — 75,163 — — 75,163 Production taxes — 65,026 — — 65,026 Depreciation, depletion and amortization — 296,781 13,023 (6,969 ) 302,835 Exploration expenses — 1,386 — — 1,386 Impairment — 384,228 — — 384,228 General and administrative expenses 14,728 35,632 12,047 (6,237 ) 56,170 Total operating expenses 14,728 1,049,328 58,520 (68,380 ) 1,054,196 Gain on sale of properties — 1,954 — — 1,954 Operating income (loss) (14,728 ) (180,018 ) 69,459 (4,402 ) (129,689 ) Other income (expense) Equity in earnings (loss) of subsidiaries (245,850 ) 69,014 — 176,836 — Net loss on derivative instruments — (191,401 ) — — (191,401 ) Interest expense, net of capitalized interest (65,581 ) (12,030 ) (445 ) — (78,056 ) Loss on extinguishment of debt (13,651 ) — — — (13,651 ) Other income — 35 — — 35 Total other expense (325,082 ) (134,382 ) (445 ) 176,836 (283,073 ) Income (loss) before income taxes (339,810 ) (314,400 ) 69,014 172,434 (412,762 ) Income tax benefit 20,196 79,977 — — 100,173 Net income (loss) including non-controlling interests (319,614 ) (234,423 ) 69,014 172,434 (312,589 ) Less: Net income attributable to non-controlling interests — 7,025 46,616 (46,616 ) 7,025 Net income (loss) attributable to Oasis $ (319,614 ) $ (241,448 ) $ 22,398 $ 219,050 $ (319,614 ) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2017 Parent/ Combined Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 455,885 $ — $ 455,885 Purchased oil and gas sales — 35,722 — 35,722 Midstream revenues — 30,172 — 30,172 Well services revenues — 17,428 — 17,428 Total revenues — 539,207 — 539,207 Operating expenses Lease operating expenses — 88,537 — 88,537 Midstream operating expenses — 6,590 — 6,590 Well services operating expenses — 13,570 — 13,570 Marketing, transportation and gathering expenses — 22,990 — 22,990 Purchased oil and gas expenses — 35,982 — 35,982 Production taxes — 39,270 — 39,270 Depreciation, depletion and amortization — 251,957 — 251,957 Exploration expenses — 3,156 — 3,156 Impairment — 5,882 — 5,882 General and administrative expenses 14,599 31,203 — 45,802 Total operating expenses 14,599 499,137 — 513,736 Operating income (loss) (14,599 ) 40,070 — 25,471 Other income (expense) Equity in earnings of subsidiaries 87,978 — (87,978 ) — Net gain on derivative instruments — 106,607 — 106,607 Interest expense, net of capitalized interest (65,857 ) (7,302 ) — (73,159 ) Other expense — (150 ) — (150 ) Total other income 22,121 99,155 (87,978 ) 33,298 Income before income taxes 7,522 139,225 (87,978 ) 58,769 Income tax benefit (expense) 32,871 (51,247 ) — (18,376 ) Net income $ 40,393 $ 87,978 $ (87,978 ) $ 40,393 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income (loss) including non-controlling interests $ (319,614 ) $ (234,423 ) $ 69,014 $ 172,434 $ (312,589 ) Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities: Equity in earnings (loss) of subsidiaries 245,850 (69,014 ) — (176,836 ) — Depreciation, depletion and amortization — 296,781 13,023 (6,969 ) 302,835 Loss on extinguishment of debt 13,651 — — — 13,651 Gain on sale of properties — (1,954 ) — — (1,954 ) Impairment — 384,228 — — 384,228 Deferred income taxes (20,196 ) (80,097 ) — — (100,293 ) Derivative instruments — 191,401 — — 191,401 Equity-based compensation expenses 13,340 624 166 — 14,130 Deferred financing costs amortization and other 7,892 2,522 104 — 10,518 Working capital and other changes: Change in accounts receivable 96,993 (8,178 ) 29,407 (124,088 ) (5,866 ) Change in inventory — (4,629 ) (92 ) — (4,721 ) Change in prepaid expenses 58 95 420 — 573 Change in other current assets — 111 — — 111 Change in long-term inventory and other assets — (381 ) — — (381 ) Change in accounts payable, interest payable and accrued liabilities 3,335 (90,679 ) 4,105 124,088 40,849 Change in other liabilities — (476 ) — — (476 ) Net cash provided by operating activities 41,309 385,931 116,147 (11,371 ) 532,016 Cash flows from investing activities: Capital expenditures — (381,971 ) (154,988 ) — (536,959 ) Acquisitions — (524,255 ) — — (524,255 ) Proceeds from sale of properties — 2,236 — — 2,236 Derivative settlements — (96,823 ) — — (96,823 ) Advances from joint interest partners — (933 ) — — (933 ) Net cash used in investing activities — (1,001,746 ) (154,988 ) — (1,156,734 ) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 1,820,000 113,000 — 1,933,000 Principal payments on Revolving Credit Facilities — (1,239,000 ) (26,000 ) — (1,265,000 ) Repurchase of senior unsecured notes (423,143 ) — — — (423,143 ) Proceeds from issuance of senior unsecured convertible notes 400,000 — — — 400,000 Deferred financing costs (6,524 ) (266 ) — — (6,790 ) Purchases of treasury stock (6,064 ) — — — (6,064 ) Distributions to non-controlling interests — 48,911 (55,757 ) — (6,846 ) Investment in subsidiaries / capital contributions from parent (5,619 ) (15,216 ) 9,464 11,371 — Other 38 (125 ) — — (87 ) Net cash provided by (used in) financing activities (41,312 ) 614,304 40,707 11,371 625,070 Increase (decrease) in cash and cash equivalents (3 ) (1,511 ) 1,866 — 352 Cash and cash equivalents at beginning of period 178 15,659 883 — 16,720 Cash and cash equivalents at end of period $ 175 $ 14,148 $ 2,749 $ — $ 17,072 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 Parent/ Combined Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income $ 40,393 $ 87,978 $ (87,978 ) $ 40,393 Adjustments to reconcile net income to net cash provided by operating activities: Equity in earnings of subsidiaries (87,978 ) — 87,978 — Depreciation, depletion and amortization — 251,957 — 251,957 Impairment — 5,882 — 5,882 Deferred income taxes (32,871 ) 51,247 — 18,376 Derivative instruments — (106,607 ) — (106,607 ) Equity-based compensation expenses 13,395 428 — 13,823 Deferred financing costs amortization and other 7,470 1,401 — 8,871 Working capital and other changes: Change in accounts receivable 64,504 (19,833 ) (58,414 ) (13,743 ) Change in inventory — (1,007 ) — (1,007 ) Change in prepaid expenses (389 ) 125 — (264 ) Change in other current assets (3 ) 283 — 280 Change in long-term inventory and other assets — (8,768 ) — (8,768 ) Change in accounts payable, interest payable and accrued liabilities 6,185 (53,441 ) 58,414 11,158 Change in other current liabilities — (10,490 ) — (10,490 ) Net cash provided by operating activities 10,706 199,155 — 209,861 Cash flows from investing activities: Capital expenditures — (252,461 ) — (252,461 ) Proceeds from sale of properties — 4,000 — 4,000 Derivative settlements — (8,899 ) — (8,899 ) Advances from joint interest partners — (1,781 ) — (1,781 ) Net cash used in investing activities — (259,141 ) — (259,141 ) Cash flows from financing activities: Proceeds from Oasis Credit Facility — 484,000 — 484,000 Principal payments on Oasis Credit Facility — (429,000 ) — (429,000 ) Purchases of treasury stock (5,451 ) — — (5,451 ) Investment in subsidiaries / capital contributions from parent (5,188 ) 5,188 — — Other (55 ) — — (55 ) Net cash provided by (used in) financing activities (10,694 ) 60,188 — 49,494 Increase in cash and cash equivalents 12 202 — 214 Cash and cash equivalents at beginning of period 166 11,060 — 11,226 Cash and cash equivalents at end of period $ 178 $ 11,262 $ — $ 11,440 |