Condensed Consolidating Financial Statements | Condensed Consolidating Financial Information The Notes (see Note 13—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), 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 (the “Combined Guarantor Subsidiaries”) and the Non-Guarantor Subsidiaries on a combined basis (the “Combined Non-Guarantor Subsidiaries”), 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. The assignment of the Delaware Midstream Assets to Panther DevCo in November 2019 represents the transfer of a business from a Guarantor Subsidiary to a Non-Guarantor Subsidiary, and is retrospectively reflected in the Combined Non-Guarantor Subsidiaries financial information and removed from the Combined Guarantors Subsidiaries financial information for all periods presented. During 2019, the Company identified errors primarily relating to the presentation of non-controlling interests and equity in earnings of subsidiaries in the financial information of the Combined Guarantor Subsidiaries and the related intercompany eliminations. • Condensed Consolidating Balance Sheet. As of December 31, 2018, it was determined that (1) in the Issuer’s financial information, investment in and advances to subsidiaries and Oasis share of stockholders’ equity were both overstated by $9.6 million, (2) in the Combined Guarantor Subsidiaries financial information, investment in and advances to subsidiaries and non-controlling interests were overstated by $11.1 million and $184.3 million, respectively, and Oasis share of stockholders’ equity was understated by $173.2 million and (3) in the intercompany eliminations financial information, investments in and advances to subsidiaries and non-controlling interests were understated by $20.7 million and $184.3 million, respectively, and Oasis share of stockholders’ equity was overstated by $163.6 million. • Condensed Consolidated Statements of Operations. For the year ended December 31, 2018, it was determined that equity in earnings of subsidiaries and net income attributable to non-controlling interests were overstated by $24.9 million and $15.8 million, respectively, in the Combined Guarantor Subsidiaries financial information and understated by $24.9 million and $15.8 million, respectively, in the intercompany eliminations financial information. For the year ended December 31, 2017, it was determined that equity in earnings of subsidiaries and net income attributable to non-controlling interests were overstated by $5.6 million and $3.7 million, respectively, in the Combined Guarantor Subsidiaries financial information and understated by $5.6 million and $3.7 million, respectively, in the intercompany eliminations financial information. • Condensed Consolidated Statement of Cash Flows. For the year ended December 31, 2018, it was determined that cash paid for distributions to non-controlling interests was understated by $114.8 million in the Combined Guarantor Subsidiaries financial information and overstated by $114.8 million in the intercompany eliminations financial information, with the offsetting impacts in investment in subsidiaries / capital contributions from parent. These errors in the condensed consolidated financial statements, which the Company has determined are not material to this disclosure, were all eliminated in consolidation and therefore have no impact on the Company’s consolidated financial position, results of operations or cash flows. The Company has revised the consolidating financial statements as of December 31, 2018 and 2017 to reflect the correction of these errors. Condensed Consolidating Balance Sheet December 31, 2019 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 146 $ 15,705 $ 4,168 $ — $ 20,019 Accounts receivable, net — 365,212 5,969 — 371,181 Accounts receivable - affiliates 499,209 76,179 77,571 (652,959) — Inventory — 35,259 — — 35,259 Prepaid expenses 550 7,538 1,923 — 10,011 Derivative instruments — 535 — — 535 Other current assets — 208 138 — 346 Total current assets 499,905 500,636 89,769 (652,959) 437,351 Property, plant and equipment Oil and gas properties (successful efforts method) — 9,485,504 — (22,466) 9,463,038 Other property and equipment — 124,150 1,155,503 — 1,279,653 Less: accumulated depreciation, depletion, amortization and impairment — (3,665,933) (98,982) — (3,764,915) Total property, plant and equipment, net — 5,943,721 1,056,521 (22,466) 6,977,776 Assets held for sale, net — 21,628 — — 21,628 Investments in and advances to subsidiaries 4,888,257 382,795 — (5,271,052) — Derivative instruments — 639 — — 639 Deferred income taxes 249,646 — — (249,646) — Long-term inventory — 13,924 — — 13,924 Operating right-of-use assets — 13,290 5,207 — 18,497 Other assets — 26,266 3,172 — 29,438 Total assets $ 5,637,808 $ 6,902,899 $ 1,154,669 $ (6,196,123) $ 7,499,253 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 16,911 $ 1,037 $ — $ 17,948 Accounts payable - affiliates 49,040 576,780 27,139 (652,959) — Revenues and production taxes payable — 231,649 1,441 — 233,090 Accrued liabilities 50 230,819 50,210 — 281,079 Accrued interest payable 36,507 373 508 — 37,388 Derivative instruments — 19,695 — — 19,695 Advances from joint interest partners — 4,598 — — 4,598 Current operating lease liabilities — 3,177 3,005 — 6,182 Other current liabilities — 2,430 594 (121) 2,903 Total current liabilities 85,597 1,086,432 83,934 (653,080) 602,883 Long-term debt 1,916,073 337,000 458,500 — 2,711,573 Deferred income taxes — 517,003 — (249,646) 267,357 Asset retirement obligations — 54,558 1,747 — 56,305 Derivative instruments — 120 — — 120 Operating lease liabilities — 15,699 2,216 — 17,915 Other liabilities — 3,830 3,644 (1,455) 6,019 Total liabilities 2,001,670 2,014,642 550,041 (904,181) 3,662,172 Stockholders’ equity Oasis share of stockholders’ equity 3,636,138 4,888,257 292,370 (5,180,627) 3,636,138 Non-controlling interests — — 312,258 (111,315) 200,943 Total stockholders’ equity 3,636,138 4,888,257 604,628 (5,291,942) 3,837,081 Total liabilities and stockholders’ equity $ 5,637,808 $ 6,902,899 $ 1,154,669 $ (6,196,123) $ 7,499,253 Condensed Consolidating Balance Sheet December 31, 2018 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 179 $ 15,362 $ 6,649 $ — $ 22,190 Accounts receivable, net — 385,121 2,481 — 387,602 Accounts receivable - affiliates 643,382 76,127 81,022 (800,531) — Inventory — 33,106 22 — 33,128 Prepaid expenses 373 9,206 1,418 — 10,997 Derivative instruments — 99,930 — — 99,930 Intangible assets, net — 125 — — 125 Other current assets — 183 — — 183 Total current assets 643,934 619,160 91,592 (800,531) 554,155 Property, plant and equipment Oil and gas properties (successful efforts method) — 8,923,291 — (11,102) 8,912,189 Other property and equipment — 209,194 942,578 — 1,151,772 Less: accumulated depreciation, depletion, amortization and impairment — (2,974,122) (62,730) — (3,036,852) Total property, plant and equipment, net — 6,158,363 879,848 (11,102) 7,027,109 Investments in and advances to subsidiaries 4,900,528 362,266 — (5,262,794) — Derivative instruments — 6,945 — — 6,945 Deferred income taxes 219,670 — — (219,670) — Long-term inventory — 12,260 — — 12,260 Other assets — 23,221 2,452 — 25,673 Total assets $ 5,764,132 $ 7,182,215 $ 973,892 $ (6,294,097) $ 7,626,142 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 18,567 $ 1,599 $ — $ 20,166 Accounts payable - affiliates 43,113 724,404 33,014 (800,531) — Revenues and production taxes payable — 216,114 581 — 216,695 Accrued liabilities 71 270,626 60,954 — 331,651 Accrued interest payable 37,096 502 442 — 38,040 Derivative instruments — 84 — — 84 Advances from joint interest partners — 5,140 — — 5,140 Total current liabilities 80,280 1,235,437 96,590 (800,531) 611,776 Long-term debt 1,949,276 468,000 318,000 — 2,735,276 Deferred income taxes — 519,725 — (219,670) 300,055 Asset retirement obligations — 50,754 1,630 — 52,384 Derivative instruments — 20 — — 20 Other liabilities — 7,751 — — 7,751 Total liabilities 2,029,556 2,281,687 416,220 (1,020,201) 3,707,262 Stockholders’ equity Oasis share of stockholders’ equity 3,734,576 4,900,528 244,857 (5,145,385) 3,734,576 Non-controlling interests — — 312,815 (128,511) 184,304 Total stockholders’ equity 3,734,576 4,900,528 557,672 (5,273,896) 3,918,880 Total liabilities and stockholders’ equity $ 5,764,132 $ 7,182,215 $ 973,892 $ (6,294,097) $ 7,626,142 Condensed Consolidating Statement of Operations Year Ended December 31, 2019 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 1,407,809 $ — $ 962 $ 1,408,771 Purchased oil and gas sales — 408,791 — — 408,791 Midstream revenues — 73,558 410,191 (271,541) 212,208 Well services revenues — 41,974 — — 41,974 Total revenues — 1,932,132 410,191 (270,579) 2,071,744 Operating expenses Lease operating expenses — 287,426 — (64,042) 223,384 Midstream expenses — 66,545 110,052 (114,451) 62,146 Well services expenses — 28,761 — — 28,761 Marketing, transportation and gathering expenses — 173,254 — (44,448) 128,806 Purchased oil and gas expenses — 409,180 — — 409,180 Production taxes — 112,592 — — 112,592 Depreciation, depletion and amortization — 771,836 36,358 (21,002) 787,192 Exploration expenses — 6,658 — — 6,658 Rig termination — 384 — — 384 Impairment — 10,257 — — 10,257 General and administrative expenses 16,637 112,709 31,009 (16,849) 143,506 Total operating expenses 16,637 1,979,602 177,419 (260,792) 1,912,866 Loss on sale of properties — (4,455) — — (4,455) Operating income (loss) (16,637) (51,925) 232,772 (9,787) 154,423 Other income (expense) Equity in earnings (loss) of subsidiaries (13,898) 167,848 — (153,950) — Net loss on derivative instruments — (106,314) — — (106,314) Interest expense, net of capitalized interest (132,000) (26,685) (17,538) — (176,223) Gain on extinguishment of debt 4,312 — — — 4,312 Other income (expense) 3 440 (3) — 440 Total other income (expense), net (141,583) 35,289 (17,541) (153,950) (277,785) Income (loss) before income taxes (158,220) (16,636) 215,231 (163,737) (123,362) Income tax benefit 29,977 2,738 — — 32,715 Net income (loss) including non-controlling interests (128,243) (13,898) 215,231 (163,737) (90,647) Less: Net income attributable to non-controlling interests — — 93,111 (55,515) 37,596 Net income (loss) attributable to Oasis $ (128,243) $ (13,898) $ 122,120 $ (108,222) $ (128,243) Condensed Consolidating Statement of Operations Year Ended December 31, 2018 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 1,590,024 $ — $ — $ 1,590,024 Purchased oil and gas sales — 550,344 — — 550,344 Midstream revenues — 4,620 273,770 (157,886) 120,504 Well services revenues — 61,075 — — 61,075 Total revenues — 2,206,063 273,770 (157,886) 2,321,947 Operating expenses Lease operating expenses — 248,257 — (54,345) 193,912 Midstream expenses — 3,482 71,118 (41,842) 32,758 Well services expenses — 41,200 — — 41,200 Marketing, transportation and gathering expenses — 131,340 — (24,147) 107,193 Purchased oil and gas expenses — 553,521 — (60) 553,461 Production taxes — 133,696 — — 133,696 Depreciation, depletion and amortization — 623,349 28,409 (15,462) 636,296 Exploration expenses — 27,432 — — 27,432 Impairment — 384,228 — — 384,228 General and administrative expenses 30,003 79,742 23,897 (12,296) 121,346 Total operating expenses 30,003 2,226,247 123,424 (148,152) 2,231,522 Gain on sale of properties — 28,587 — — 28,587 Operating income (loss) (30,003) 8,403 150,346 (9,734) 119,012 Other income (expense) Equity in earnings of subsidiaries 103,586 122,222 — (225,808) — Net gain on derivative instruments — 28,457 — — 28,457 Interest expense, net of capitalized interest (131,134) (25,371) (2,580) — (159,085) Loss on extinguishment of debt (13,848) — — — (13,848) Other income (expense) 1 134 (14) — 121 Total other income (expense), net (41,395) 125,442 (2,594) (225,808) (144,355) Income (loss) before income taxes (71,398) 133,845 147,752 (235,542) (25,343) Income tax benefit (expense) 36,102 (30,259) — — 5,843 Net income (loss) including non-controlling interests (35,296) 103,586 147,752 (235,542) (19,500) Less: Net income attributable to non-controlling interests — — 96,354 (80,558) 15,796 Net income (loss) attributable to Oasis $ (35,296) $ 103,586 $ 51,398 $ (154,984) $ (35,296) Condensed Consolidating Statement of Operations Year Ended December 31, 2017 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 1,034,634 $ — $ — $ 1,034,634 Purchased oil and gas sales — 133,542 — — 133,542 Midstream revenues — 46,649 59,821 (33,718) 72,752 Well services revenues — 52,791 — — 52,791 Total revenues — 1,267,616 59,821 (33,718) 1,293,719 Operating expenses Lease operating expenses — 189,548 — (12,414) 177,134 Midstream expenses — 11,117 15,098 (8,626) 17,589 Well services expenses — 37,228 — — 37,228 Marketing, transportation and gathering expenses — 61,571 — (5,831) 55,740 Purchased oil and gas expenses — 134,615 — — 134,615 Production taxes — 88,133 — — 88,133 Depreciation, depletion and amortization — 528,615 4,626 (2,439) 530,802 Exploration expenses — 11,600 — — 11,600 Impairment — 6,887 — — 6,887 General and administrative expenses 27,616 61,513 5,110 (2,442) 91,797 Total operating expenses 27,616 1,130,827 24,834 (31,752) 1,151,525 Gain on sale of properties — 1,774 — — 1,774 Operating income (loss) (27,616) 138,563 34,987 (1,966) 143,968 Other income (expense) Equity in earnings of subsidiaries 323,953 29,352 — (353,305) — Net loss on derivative instruments — (71,657) — — (71,657) Interest expense, net of capitalized interest (131,329) (15,489) (19) — (146,837) Other income (expense) 1 (1,333) — — (1,332) Total other income (expense), net 192,625 (59,127) (19) (353,305) (219,826) Income (loss) before income taxes 165,009 79,436 34,968 (355,271) (75,858) Income tax benefit (expense) (41,213) 244,517 — — 203,304 Net income including non-controlling interests 123,796 323,953 34,968 (355,271) 127,446 Less: Net income attributable to non-controlling interests — — 23,329 (19,679) 3,650 Net income attributable to Oasis $ 123,796 $ 323,953 $ 11,639 $ (335,592) $ 123,796 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2019 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income (loss) including non-controlling interests $ (128,243) $ (13,898) $ 215,231 $ (163,737) $ (90,647) Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities: Equity in (earnings) loss of subsidiaries 13,898 (167,848) — 153,950 — Depreciation, depletion and amortization — 771,836 36,358 (21,002) 787,192 Gain on extinguishment of debt (4,312) — — — (4,312) Loss on sale of properties — 4,455 — — 4,455 Impairment — 10,257 — — 10,257 Deferred income taxes (29,977) (2,722) — — (32,699) Derivative instruments — 106,314 — — 106,314 Equity-based compensation expenses 13,933 19,296 378 — 33,607 Deferred financing costs amortization and other 16,898 9,419 946 — 27,263 Working capital and other changes: Change in accounts receivable, net 144,174 17,164 (37) (147,572) 13,729 Change in inventory — (5,893) — — (5,893) Change in prepaid expenses (177) 1,007 (505) — 325 Change in accounts payable, interest payable and accrued liabilities 5,316 (96,526) (3,311) 147,572 53,051 Change in other assets and liabilities, net — (11,692) 3,479 (1,576) (9,789) Net cash provided by operating activities 31,510 641,169 252,539 (32,365) 892,853 Cash flows from investing activities: Capital expenditures — (618,450) (225,832) (24,939) (869,221) Acquisitions — (21,009) (24,939) 24,939 (21,009) Proceeds from sale of properties — 42,376 — — 42,376 Derivative settlements — 19,098 — — 19,098 Net cash used in investing activities — (577,985) (250,771) — (828,756) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 1,829,000 153,000 — 1,982,000 Principal payments on Revolving Credit Facilities — (1,960,000) (12,500) — (1,972,500) Repurchase of senior unsecured notes (45,789) (1) — — (45,790) Deferred financing costs — (79) (973) — (1,052) Purchases of treasury stock (4,856) — — — (4,856) Distributions to non-controlling interests — — (95,771) 74,501 (21,270) Investment in subsidiaries / capital contributions from parent 19,102 70,563 (47,529) (42,136) — Payments on finance lease liabilities — (2,323) (59) — (2,382) Other — (1) (417) — (418) Net cash used in financing activities (31,543) (62,841) (4,249) 32,365 (66,268) Increase (decrease) in cash and cash equivalents (33) 343 (2,481) — (2,171) Cash and cash equivalents at beginning of period 179 15,362 6,649 — 22,190 Cash and cash equivalents at end of period $ 146 $ 15,705 $ 4,168 $ — $ 20,019 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2018 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income (loss) including non-controlling interests $ (35,296) $ 103,586 $ 147,752 $ (235,542) $ (19,500) Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (103,586) (122,222) — 225,808 — Depreciation, depletion and amortization — 623,349 28,409 (15,462) 636,296 Loss on extinguishment of debt 13,848 — — — 13,848 Gain on sale of properties — (28,587) — — (28,587) Impairment — 384,228 — — 384,228 Deferred income taxes (36,102) 30,236 — — (5,866) Derivative instruments — (28,457) — — (28,457) Equity-based compensation expenses 27,456 1,461 356 — 29,273 Deferred financing costs amortization and other 16,069 13,507 (519) — 29,057 Working capital and other changes: Change in accounts receivable, net (217,714) (52,013) 3,194 243,025 (23,508) Change in inventory — (14,324) (22) — (14,346) Change in prepaid expenses (106) (1,608) (640) — (2,354) Change in accounts payable, interest payable and accrued liabilities 6,886 234,441 27,814 (243,025) 26,116 Change in other assets and liabilities, net — 221 — — 221 Net cash provided by (used in) operating activities (328,545) 1,143,818 206,344 (25,196) 996,421 Cash flows from investing activities: Capital expenditures — (865,935) (283,026) — (1,148,961) Acquisitions — (581,650) — — (581,650) Proceeds from sale of properties — 333,229 — — 333,229 Costs related to sale of properties — (2,850) — — (2,850) Derivative settlements — (213,528) — — (213,528) Other — 224 — — 224 Net cash used in investing activities — (1,330,510) (283,026) — (1,613,536) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 2,949,000 275,000 — 3,224,000 Principal payments on Revolving Credit Facilities — (2,551,000) (35,000) — (2,586,000) Repurchase of senior unsecured notes (423,340) — — — (423,340) Proceeds from issuance of senior unsecured convertible notes 400,000 — — — 400,000 Deferred financing costs (6,908) (5,988) (966) — (13,862) Proceeds from issuance of Oasis Midstream common units, net of offering costs — — 44,503 — 44,503 Purchases of treasury stock (6,846) — — — (6,846) Distributions to non-controlling interests — — (128,903) 114,789 (14,114) Investment in subsidiaries / capital contributions from parent 365,602 (203,823) (72,186) (89,593) — Other 38 (1,794) — — (1,756) Net cash provided by financing activities 328,546 186,395 82,448 25,196 622,585 Increase (decrease) in cash and cash equivalents 1 (297) 5,766 — 5,470 Cash and cash equivalents at beginning of period 178 15,659 883 — 16,720 Cash and cash equivalents at end of period $ 179 $ 15,362 $ 6,649 $ — $ 22,190 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 Parent/ Combined Combined Non-Guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income including non-controlling interests $ 123,796 $ 323,953 $ 34,968 $ (355,271) $ 127,446 Adjustments to reconcile net income including non-controlling interests to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (323,953) (29,352) — 353,305 — Depreciation, depletion and amortization — 528,615 4,626 (2,439) 530,802 Gain on sale of properties — (1,774) — — (1,774) Impairment — 6,887 — — 6,887 Deferred income taxes 41,213 (244,097) — — (202,884) Derivative instruments — 71,657 — — 71,657 Equity-based compensation expenses 25,436 1,045 53 — 26,534 Deferred financing costs amortization and other 15,392 2,794 125 — 18,311 Working capital and other changes: Change in accounts receivable, net (173,668) (216,982) (53,623) 277,887 (166,386) Change in inventory — (2,501) — — (2,501) Change in prepaid expenses 9 (98) (749) — (838) Change in accounts payable, interest payable and accrued liabilities 7,074 337,319 56,601 (277,887) 123,107 Change in other assets and liabilities, net — (22,485) — — (22,485) Net cash provided by (used in) operating activities (284,701) 754,981 42,001 (4,405) 507,876 Cash flows from investing activities: Capital expenditures — (594,945) (52,404) — (647,349) Acquisitions — (61,874) (66,679) 66,679 (61,874) Proceeds from sale of properties — 72,453 — (66,679) 5,774 Costs related to sale of properties — (366) — — (366) Derivative settlements — (8,264) — — (8,264) Other — (2,681) — — (2,681) Net cash used in investing activities — (595,677) (119,083) — (714,760) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 1,084,000 78,000 — 1,162,000 Principal payments on Revolving Credit Facilities — (1,377,000) — — (1,377,000) Deferred financing costs — (577) (2,137) — (2,714) Proceeds from sale of common stock, net of offering costs 302,191 — — — 302,191 Proceeds from issuance of Oasis Midstream common units, net of offering costs — — 134,185 — 134,185 Purchases of treasury stock (6,229) — — — (6,229) Investment in subsidiaries / capital contributions from parent (11,194) 138,872 (132,083) 4,405 — Other (55) — — — (55) Net cash provided by (used in) financing activities 284,713 (154,705) 77,965 4,405 212,378 Increase in cash and cash equivalents 12 4,599 883 — 5,494 Cash and cash equivalents at beginning of period 166 11,060 — — 11,226 Cash and cash equivalents at end of period $ 178 $ 15,659 $ 883 $ — $ 16,720 |