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 September 30, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 170 $ 11,732 $ 4,990 $ — $ 16,892 Accounts receivable, net — 423,130 5,054 — 428,184 Accounts receivable - affiliates 653,255 66,153 72,896 (792,304 ) — Inventory — 31,409 — — 31,409 Prepaid expenses 617 5,731 96 — 6,444 Intangible assets, net — 375 — — 375 Other current assets — 192 — — 192 Total current assets 654,042 538,722 83,036 (792,304 ) 483,496 Property, plant and equipment Oil and gas properties (successful efforts method) — 8,679,662 — (8,518 ) 8,671,144 Other property and equipment — 212,257 876,534 (10 ) 1,088,781 Less: accumulated depreciation, depletion, amortization and impairment — (2,805,233 ) (54,555 ) — (2,859,788 ) Total property, plant and equipment, net — 6,086,686 821,979 (8,528 ) 6,900,137 Investments in and advances to subsidiaries 4,653,951 515,997 — (5,169,948 ) — Deferred income taxes 209,919 — — (209,919 ) — Long-term inventory — 12,610 — — 12,610 Other assets — 18,207 1,981 — 20,188 Total assets $ 5,517,912 $ 7,172,222 $ 906,996 $ (6,180,699 ) $ 7,416,431 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 17,182 $ 24 $ — $ 17,206 Accounts payable - affiliates 41,213 726,151 24,940 (792,304 ) — Revenues and production taxes payable — 286,897 436 — 287,333 Accrued liabilities 56 248,097 59,373 — 307,526 Accrued interest payable 19,855 547 172 — 20,574 Derivative instruments — 180,129 — — 180,129 Advances from joint interest partners — 3,878 — — 3,878 Other current liabilities — 40 — — 40 Total current liabilities 61,124 1,462,921 84,945 (792,304 ) 816,686 Long-term debt 1,945,009 522,000 166,000 — 2,633,009 Deferred income taxes — 440,423 — (209,919 ) 230,504 Asset retirement obligations — 49,860 1,497 — 51,357 Derivative instruments — 33,017 — — 33,017 Other liabilities — 7,775 — — 7,775 Total liabilities 2,006,133 2,515,996 252,442 (1,002,223 ) 3,772,348 Stockholders’ equity Capital contributions from affiliates — 3,271,788 202,007 (3,473,795 ) — Common stock, $0.01 par value: 900,000,000 shares authorized; 320,507,783 shares issued and 318,419,144 shares outstanding 3,157 — — — 3,157 Treasury stock, at cost: 2,088,639 shares (28,985 ) — — — (28,985 ) Additional paid-in-capital 3,070,642 9,141 — (9,141 ) 3,070,642 Retained earnings 466,965 1,236,740 46,413 (1,289,406 ) 460,712 Oasis share of stockholders’ equity 3,511,779 4,517,669 248,420 (4,772,342 ) 3,505,526 Non-controlling interests — 138,557 406,134 (406,134 ) 138,557 Total stockholders’ equity 3,511,779 4,656,226 654,554 (5,178,476 ) 3,644,083 Total liabilities and stockholders’ equity $ 5,517,912 $ 7,172,222 $ 906,996 $ (6,180,699 ) $ 7,416,431 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 September 30, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 452,643 $ — $ — $ 452,643 Purchased oil and gas sales — 46,356 — — 46,356 Midstream revenues — 765 71,467 (41,045 ) 31,187 Well services revenues — 16,262 — — 16,262 Total revenues — 516,026 71,467 (41,045 ) 546,448 Operating expenses Lease operating expenses — 63,099 — (14,565 ) 48,534 Midstream operating expenses — 528 19,816 (11,692 ) 8,652 Well services operating expenses — 11,405 — — 11,405 Marketing, transportation and gathering expenses — 36,839 — (6,126 ) 30,713 Purchased oil and gas expenses — 46,148 — (60 ) 46,088 Production taxes — 38,722 — — 38,722 Depreciation, depletion and amortization — 159,843 7,189 (4,048 ) 162,984 Exploration expenses — 22,315 — — 22,315 General and administrative expenses 7,486 24,627 5,449 (2,703 ) 34,859 Total operating expenses 7,486 403,526 32,454 (39,194 ) 404,272 Gain on sale of properties — 36,869 — — 36,869 Operating income (loss) (7,486 ) 149,369 39,013 (1,851 ) 179,045 Other income (expense) Equity in earnings of subsidiaries 96,555 38,835 — (135,390 ) — Net loss on derivative instruments — (48,544 ) — — (48,544 ) Interest expense, net of capitalized interest (32,836 ) (6,561 ) (163 ) — (39,560 ) Loss on extinguishment of debt (47 ) — — — (47 ) Other income (expense) — 126 (15 ) — 111 Total other income (expense) 63,672 (16,144 ) (178 ) (135,390 ) (88,040 ) Income before income taxes 56,186 133,225 38,835 (137,241 ) 91,005 Income tax benefit (expense) 6,155 (30,937 ) — — (24,782 ) Net income including non-controlling interests 62,341 102,288 38,835 (137,241 ) 66,223 Less: Net income attributable to non-controlling interests — 3,882 26,459 (26,459 ) 3,882 Net income attributable to Oasis $ 62,341 $ 98,406 $ 12,376 $ (110,782 ) $ 62,341 Condensed Consolidating Statement of Operations Three Months Ended September 30, 2017 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 248,648 $ — $ — $ 248,648 Purchased oil and gas 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 — 10,288 — — 10,288 Marketing, transportation and gathering expenses — 15,028 — — 15,028 Purchased oil and gas expenses — 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 14,212 381 — 21,368 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 Nine Months Ended September 30, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 1,212,235 $ — $ — $ 1,212,235 Purchased oil and gas sales — 121,971 — — 121,971 Midstream revenues — 2,832 199,446 (113,827 ) 88,451 Well services revenues — 46,344 — — 46,344 Total revenues — 1,383,382 199,446 (113,827 ) 1,469,001 Operating expenses Lease operating expenses — 176,413 — (38,957 ) 137,456 Midstream operating expenses — 2,054 53,266 (30,995 ) 24,325 Well services operating expenses — 32,352 — — 32,352 Marketing, transportation and gathering expenses — 92,164 — (17,605 ) 74,559 Purchased oil and gas expenses — 121,311 — (60 ) 121,251 Production taxes — 103,748 — — 103,748 Depreciation, depletion and amortization — 456,624 20,212 (11,017 ) 465,819 Exploration expenses — 23,701 — — 23,701 Impairment — 384,228 — — 384,228 General and administrative expenses 22,214 60,259 17,496 (8,940 ) 91,029 Total operating expenses 22,214 1,452,854 90,974 (107,574 ) 1,458,468 Gain on sale of properties — 38,823 — — 38,823 Operating income (loss) (22,214 ) (30,649 ) 108,472 (6,253 ) 49,356 Other income (expense) Equity in earnings (loss) of subsidiaries (149,295 ) 107,849 — 41,446 — Net loss on derivative instruments — (239,945 ) — — (239,945 ) Interest expense, net of capitalized interest (98,417 ) (18,591 ) (608 ) — (117,616 ) Loss on extinguishment of debt (13,698 ) — — — (13,698 ) Other income (expense) — 161 (15 ) — 146 Total other expense (261,410 ) (150,526 ) (623 ) 41,446 (371,113 ) Income (loss) before income taxes (283,624 ) (181,175 ) 107,849 35,193 (321,757 ) Income tax benefit 26,351 49,040 — — 75,391 Net income (loss) including non-controlling interests (257,273 ) (132,135 ) 107,849 35,193 (246,366 ) Less: Net income attributable to non-controlling interests — 10,907 73,075 (73,075 ) 10,907 Net income (loss) attributable to Oasis $ (257,273 ) $ (143,042 ) $ 34,774 $ 108,268 $ (257,273 ) 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 Purchased oil and gas 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 — 23,858 — — 23,858 Marketing, transportation and gathering expenses — 38,018 — — 38,018 Purchased oil and gas expenses — 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 45,415 381 — 67,170 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 Cash Flows Nine Months Ended September 30, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income (loss) including non-controlling interests $ (257,273 ) $ (132,135 ) $ 107,849 $ 35,193 $ (246,366 ) Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by (used in) operating activities: Equity in earnings (loss) of subsidiaries 149,295 (107,849 ) — (41,446 ) — Depreciation, depletion and amortization — 456,624 20,212 (11,017 ) 465,819 Loss on extinguishment of debt 13,698 — — — 13,698 Gain on sale of properties — (38,823 ) — — (38,823 ) Impairment — 384,228 — — 384,228 Deferred income taxes (26,351 ) (49,067 ) — — (75,418 ) Derivative instruments — 239,945 — — 239,945 Equity-based compensation expenses 20,292 1,014 280 — 21,586 Deferred financing costs amortization and other 11,955 7,884 235 — 20,074 Working capital and other changes: Change in accounts receivable (227,589 ) (77,231 ) 8,747 234,798 (61,275 ) Change in inventory — (12,076 ) — — (12,076 ) Change in prepaid expenses (350 ) 864 682 — 1,196 Change in other current assets — 1 — — 1 Change in long-term inventory and other assets — (490 ) — — (490 ) Change in accounts payable, interest payable and accrued liabilities (12,270 ) 278,481 18,895 (234,798 ) 50,308 Change in other liabilities — (406 ) — — (406 ) Net cash provided by (used in) operating activities (328,593 ) 950,964 156,900 (17,270 ) 762,001 Cash flows from investing activities: Capital expenditures — (621,269 ) (219,819 ) — (841,088 ) Acquisitions — (579,886 ) — — (579,886 ) Proceeds from sale of properties — 333,029 — — 333,029 Costs related to sale of properties — (2,707 ) — — (2,707 ) Derivative settlements — (162,013 ) — — (162,013 ) Advances from joint interest partners — (1,038 ) — — (1,038 ) Net cash used in investing activities — (1,033,884 ) (219,819 ) — (1,253,703 ) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 2,376,000 123,000 — 2,499,000 Principal payments on Revolving Credit Facilities — (1,924,000 ) (35,000 ) — (1,959,000 ) Repurchase of senior unsecured notes (423,190 ) — — — (423,190 ) Proceeds from issuance of senior unsecured convertible notes 400,000 — — — 400,000 Deferred financing costs (7,058 ) (261 ) (331 ) — (7,650 ) Purchases of treasury stock (6,806 ) — — — (6,806 ) Distributions to non-controlling interests — 92,672 (103,065 ) — (10,393 ) Investment in subsidiaries / capital contributions from parent 365,601 (465,293 ) 82,422 17,270 — Other 38 (125 ) — — (87 ) Net cash provided by financing activities 328,585 78,993 67,026 17,270 491,874 Increase (decrease) in cash and cash equivalents (8 ) (3,927 ) 4,107 — 172 Cash and cash equivalents at beginning of period 178 15,659 883 — 16,720 Cash and cash equivalents at end of period $ 170 $ 11,732 $ 4,990 $ — $ 16,892 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany 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 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 Oasis Credit Facility — 764,000 — — 764,000 Principal payments on Oasis 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 |