Condensed consolidating financial statements | Condensed consolidating financial statements As of June 30, 2015 , the majority of EXCO’s subsidiaries were guarantors under the EXCO Resources Credit Agreement and the indentures governing the 2018 Notes and 2022 Notes. All of our non-guarantor subsidiaries were considered unrestricted subsidiaries under the indentures governing the 2018 Notes and 2022 Notes, with the exception of our equity investment in OPCO. Set forth below are condensed consolidating financial statements of EXCO, the guarantor subsidiaries and the non-guarantor subsidiaries. The 2018 Notes and 2022 Notes, which were issued by EXCO Resources, Inc., are jointly and severally guaranteed by some of our subsidiaries (referred to as Guarantor Subsidiaries). For purposes of this footnote, EXCO Resources, Inc. is referred to as Resources to distinguish it from the Guarantor Subsidiaries. Each of the Guarantor Subsidiaries is a 100% owned subsidiary of Resources and the guarantees are unconditional as they relate to the assets of the Guarantor Subsidiaries. The following financial information presents consolidating financial statements, which include: • Resources; • the Guarantor Subsidiaries; • the Non-Guarantor Subsidiaries; • elimination entries necessary to consolidate Resources, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries; and • EXCO on a consolidated basis. Investments in subsidiaries are accounted for using the equity method of accounting for the disclosures within this footnote. The financial information for the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries is presented on a combined basis. The elimination entries primarily eliminate investments in subsidiaries and intercompany balances and transactions. EXCO RESOURCES, INC. CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) June 30, 2015 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 68,969 $ (19,062 ) $ — $ — $ 49,907 Restricted cash 600 16,981 — — 17,581 Other current assets 65,397 101,447 — — 166,844 Total current assets 134,966 99,366 — — 234,332 Equity investments — — 55,188 — 55,188 Oil and natural gas properties (full cost accounting method): Unproved oil and natural gas properties and development costs not being amortized — 248,196 — — 248,196 Proved developed and undeveloped oil and natural gas properties 330,776 3,055,172 — — 3,385,948 Accumulated depletion (330,776 ) (2,206,700 ) — — (2,537,476 ) Oil and natural gas properties, net — 1,096,668 — — 1,096,668 Other property and equipment, net 905 23,032 — — 23,937 Investments in and advances to affiliates, net 1,140,229 — — (1,140,229 ) — Deferred financing costs, net 26,385 — — — 26,385 Derivative financial instruments 3,772 — — — 3,772 Goodwill 13,293 149,862 — — 163,155 Deferred income taxes 18,669 — — — 18,669 Total assets $ 1,338,219 $ 1,368,928 $ 55,188 $ (1,140,229 ) $ 1,622,106 Liabilities and shareholders' equity Current liabilities $ 58,397 $ 247,385 $ — $ — $ 305,782 Long-term debt 1,537,243 — — — 1,537,243 Other long-term liabilities — 36,502 — — 36,502 Payable to parent — 2,183,057 — (2,183,057 ) — Total shareholders' equity (257,421 ) (1,098,016 ) 55,188 1,042,828 (257,421 ) Total liabilities and shareholders' equity $ 1,338,219 $ 1,368,928 $ 55,188 $ (1,140,229 ) $ 1,622,106 EXCO RESOURCES, INC. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 86,837 $ (40,532 ) $ — $ — $ 46,305 Restricted cash — 23,970 — — 23,970 Other current assets 110,145 150,346 — — 260,491 Total current assets 196,982 133,784 — — 330,766 Equity investments — — 55,985 — 55,985 Oil and natural gas properties (full cost accounting method): Unproved oil and natural gas properties and development costs not being amortized — 276,025 — — 276,025 Proved developed and undeveloped oil and natural gas properties 335,838 3,516,235 — — 3,852,073 Accumulated depletion (330,771 ) (2,083,690 ) — — (2,414,461 ) Oil and natural gas properties, net 5,067 1,708,570 — — 1,713,637 Other property and equipment, net 1,269 23,375 — — 24,644 Investments in and advances to affiliates, net 1,746,931 — — (1,746,931 ) — Deferred financing costs, net 30,636 — — — 30,636 Derivative financial instruments 2,138 — — — 2,138 Goodwill 13,293 149,862 — — 163,155 Deferred income tax 35,935 — — — 35,935 Total assets $ 2,032,251 $ 2,015,591 $ 55,985 $ (1,746,931 ) $ 2,356,896 Liabilities and shareholders' equity Current liabilities $ 75,441 $ 289,930 $ — $ — $ 365,371 Long-term debt 1,446,535 — — — 1,446,535 Other long-term liabilities 271 34,715 — — 34,986 Payable to parent — 2,058,683 — (2,058,683 ) — Total shareholders' equity 510,004 (367,737 ) 55,985 311,752 510,004 Total liabilities and shareholders' equity $ 2,032,251 $ 2,015,591 $ 55,985 $ (1,746,931 ) $ 2,356,896 EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the three months ended June 30, 2015 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ (18 ) $ 93,760 $ — $ — $ 93,742 Costs and expenses: Oil and natural gas production (15 ) 19,753 — — 19,738 Gathering and transportation — 24,785 — — 24,785 Depletion, depreciation and amortization 245 61,413 — — 61,658 Impairment of oil and natural gas properties 1,551 392,776 — — 394,327 Accretion of discount on asset retirement obligations — 568 — — 568 General and administrative (3,503 ) 16,100 — — 12,597 Other operating items 1,916 (382 ) — — 1,534 Total costs and expenses 194 515,013 — — 515,207 Operating loss (212 ) (421,253 ) — — (421,465 ) Other income (expense): Interest expense, net (25,571 ) — — — (25,571 ) Loss on derivative financial instruments (6,631 ) — — — (6,631 ) Other income 39 8 — — 47 Equity loss — — (535 ) — (535 ) Net loss from consolidated subsidiaries (421,780 ) — — 421,780 — Total other income (expense) (453,943 ) 8 (535 ) 421,780 (32,690 ) Loss before income taxes (454,155 ) (421,245 ) (535 ) 421,780 (454,155 ) Income tax expense — — — — — Net loss $ (454,155 ) $ (421,245 ) $ (535 ) $ 421,780 $ (454,155 ) EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the three months ended June 30, 2014 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ 306 $ 169,795 $ 12,865 $ — $ 182,966 Costs and expenses: Oil and natural gas production 76 18,196 4,919 — 23,191 Gathering and transportation — 24,899 1,139 — 26,038 Depletion, depreciation and amortization 727 61,840 4,686 — 67,253 Accretion of discount on asset retirement obligations 4 522 169 — 695 General and administrative 962 17,949 593 — 19,504 Other operating items (12 ) 2,977 8 — 2,973 Total costs and expenses 1,757 126,383 11,514 — 139,654 Operating income (loss) (1,451 ) 43,412 1,351 — 43,312 Other income (expense): Interest expense, net (25,301 ) — (667 ) — (25,968 ) Loss on derivative financial instruments (13,958 ) — (760 ) — (14,718 ) Other income 59 14 4 — 77 Equity loss — — (410 ) — (410 ) Net income from consolidated subsidiaries 42,944 — — (42,944 ) — Total other income (expense) 3,744 14 (1,833 ) (42,944 ) (41,019 ) Income (loss) before income taxes 2,293 43,426 (482 ) (42,944 ) 2,293 Income tax expense — — — — — Net income (loss) $ 2,293 $ 43,426 $ (482 ) $ (42,944 ) $ 2,293 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ 4 $ 180,058 $ — $ — $ 180,062 Costs and expenses: Oil and natural gas production 23 39,517 — — 39,540 Gathering and transportation — 50,500 — — 50,500 Depletion, depreciation and amortization 524 123,623 — — 124,147 Impairment of oil and natural gas properties 6,891 663,763 — — 670,654 Accretion of discount on asset retirement obligations 4 1,120 — — 1,124 General and administrative (4,224 ) 32,058 — — 27,834 Other operating items 2,068 (722 ) — — 1,346 Total costs and expenses 5,286 909,859 — — 915,145 Operating loss (5,282 ) (729,801 ) — — (735,083 ) Other income (expense): Interest expense, net (53,061 ) — — — (53,061 ) Gain on derivative financial instruments 17,079 — — — 17,079 Other income 73 25 — — 98 Equity loss — — (1,300 ) — (1,300 ) Net loss from consolidated subsidiaries (731,076 ) — — 731,076 — Total other income (expense) (766,985 ) 25 (1,300 ) 731,076 (37,184 ) Loss before income taxes (772,267 ) (729,776 ) (1,300 ) 731,076 (772,267 ) Income tax expense — — — — — Net loss $ (772,267 ) $ (729,776 ) $ (1,300 ) $ 731,076 $ (772,267 ) EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) For the six months ended June 30, 2015 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities: Net cash provided by operating activities $ 19,024 $ 89,180 $ — $ — $ 108,204 Investing Activities: Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions (1,174 ) (211,034 ) — — (212,208 ) Proceeds from disposition of property and equipment 686 6,711 — — 7,397 Restricted cash — 6,989 — — 6,989 Net changes in advances to joint ventures — 5,756 — — 5,756 Equity method investments — (503 ) — — (503 ) Advances/investments with affiliates (124,371 ) 124,371 — — — Net cash used in investing activities (124,859 ) (67,710 ) — — (192,569 ) Financing Activities: Borrowings under credit agreements 90,000 — — — 90,000 Payments for issuance of common shares, net (2 ) — — — (2 ) Payments of common share dividends (15 ) — — — (15 ) Deferred financing costs and other (2,016 ) — — — (2,016 ) Net cash provided by financing activities 87,967 — — — 87,967 Net increase (decrease) in cash (17,868 ) 21,470 — — 3,602 Cash at beginning of period 86,837 (40,532 ) — — 46,305 Cash at end of period $ 68,969 $ (19,062 ) $ — $ — $ 49,907 EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) For the six months ended June 30, 2014 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities: Net cash provided by (used in) operating activities $ (54,003 ) $ 310,651 $ 11,474 $ — $ 268,122 Investing Activities: Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions (1,639 ) (193,606 ) (2,522 ) — (197,767 ) Proceeds from disposition of property and equipment 68,242 8,017 7 — 76,266 Restricted cash — 5,349 — — 5,349 Net changes in advances to joint ventures — (10,540 ) — — (10,540 ) Equity method investments — 1,749 — — 1,749 Distributions received from Compass 3,311 — — (3,311 ) — Advances/investments with affiliates 107,240 (107,240 ) — — — Net cash provided by (used) in investing activities 177,154 (296,271 ) (2,515 ) (3,311 ) (124,943 ) Financing Activities: Repayments under credit agreements (879,874 ) — (2,550 ) — (882,424 ) Proceeds received from issuance of 2022 Notes 500,000 — — — 500,000 Proceeds from issuance of common shares, net 271,772 — — — 271,772 Payments of common share dividends (27,066 ) — — — (27,066 ) Compass cash distribution — — (3,311 ) 3,311 — Deferred financing costs and other (10,066 ) — — — (10,066 ) Net cash provided by (used in) financing activities (145,234 ) — (5,861 ) 3,311 (147,784 ) Net increase in cash (22,083 ) 14,380 3,098 — (4,605 ) Cash at beginning of period 81,840 (35,892 ) 4,535 — 50,483 Cash at end of period $ 59,757 $ (21,512 ) $ 7,633 $ — $ 45,878 |