Condensed consolidating financial statements | Condensed consolidating financial statements As of September 30, 2017, the majority of EXCO’s subsidiaries were guarantors under the EXCO Resources Credit Agreement, the indenture governing the 1.5 Lien Notes, the credit agreement governing the 1.75 Lien Term Loans and the indentures governing the 2018 Notes and 2022 Notes. All of our unrestricted subsidiaries under the 1.5 Lien Notes, 1.75 Lien Term Loans and the indentures governing the 2018 Notes and 2022 Notes are considered non-guarantor subsidiaries. Set forth below are condensed consolidating financial statements of EXCO, the guarantor subsidiaries and the non-guarantor subsidiaries. The 1.5 Lien Notes, 1.75 Lien Term Loans, 2018 Notes and 2022 Notes, which were issued by EXCO Resources, Inc., are jointly and severally guaranteed by substantially all 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) September 30, 2017 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 94,216 $ (11,757 ) $ — $ — $ 82,459 Restricted cash — 23,379 — — 23,379 Other current assets 16,082 68,461 — — 84,543 Total current assets 110,298 80,083 — — 190,381 Equity investments — — 25,373 — 25,373 Oil and natural gas properties (full cost accounting method): Unproved oil and natural gas properties and development costs not being amortized — 112,935 — — 112,935 Proved developed and undeveloped oil and natural gas properties 333,253 2,722,005 — — 3,055,258 Accumulated depletion (330,776 ) (2,407,327 ) — — (2,738,103 ) Oil and natural gas properties, net 2,477 427,613 — — 430,090 Other property and equipment, net 585 20,493 — — 21,078 Investments in and advances to affiliates, net 502,864 — — (502,864 ) — Derivative financial instruments - commodity derivatives 97 — — — 97 Goodwill 13,293 149,862 — — 163,155 Total assets $ 629,614 $ 678,051 $ 25,373 $ (502,864 ) $ 830,174 Liabilities and shareholders' equity Current maturities of long-term debt $ 1,333,989 $ — $ — $ — $ 1,333,989 Other current liabilities 14,163 187,327 — — 201,490 Long-term debt 21,388 — — — 21,388 Derivative financial instruments - common share warrants 14,555 — — — 14,555 Other long-term liabilities 5,885 13,233 — — 19,118 Payable to parent — 2,416,991 — (2,416,991 ) — Total shareholders' equity (760,366 ) (1,939,500 ) 25,373 1,914,127 (760,366 ) Total liabilities and shareholders' equity $ 629,614 $ 678,051 $ 25,373 $ (502,864 ) $ 830,174 EXCO RESOURCES, INC. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 24,610 $ (15,542 ) $ — $ — $ 9,068 Restricted cash — 11,150 — — 11,150 Other current assets 6,463 83,936 — — 90,399 Total current assets 31,073 79,544 — — 110,617 Equity investments — — 24,365 — 24,365 Oil and natural gas properties (full cost accounting method): Unproved oil and natural gas properties and development costs not being amortized — 97,080 — — 97,080 Proved developed and undeveloped oil and natural gas properties 331,823 2,608,100 — — 2,939,923 Accumulated depletion (330,776 ) (2,371,469 ) — — (2,702,245 ) Oil and natural gas properties, net 1,047 333,711 — — 334,758 Other property and equipment, net 568 23,093 — — 23,661 Investments in and advances to affiliates, net 430,168 — — (430,168 ) — Deferred financing costs, net 4,376 — — — 4,376 Derivative financial instruments - commodity derivatives 482 — — — 482 Goodwill 13,293 149,862 — — 163,155 Total assets $ 481,007 $ 586,210 $ 24,365 $ (430,168 ) $ 661,414 Liabilities and shareholders' equity Current maturities of long-term debt $ 50,000 $ — $ — $ — $ 50,000 Other current liabilities 40,671 167,692 — — 208,363 Long-term debt 1,258,538 — — — 1,258,538 Other long-term liabilities 3,704 12,715 — — 16,419 Payable to parent — 2,337,585 — (2,337,585 ) — Total shareholders' equity (871,906 ) (1,931,782 ) 24,365 1,907,417 (871,906 ) Total liabilities and shareholders' equity $ 481,007 $ 586,210 $ 24,365 $ (430,168 ) $ 661,414 EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the three months ended September 30, 2017 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ — $ 61,229 $ — $ — $ 61,229 Purchased natural gas and marketing — 5,507 — — 5,507 Total revenues — 66,736 — — 66,736 Costs and expenses: Oil and natural gas production — 12,259 — — 12,259 Gathering and transportation — 28,743 — — 28,743 Purchased natural gas — 5,388 — — 5,388 Depletion, depreciation and amortization 88 13,430 — — 13,518 Impairment of oil and natural gas properties — — — — — Accretion of discount on asset retirement obligations — 221 — — 221 General and administrative (5,042 ) 15,077 — — 10,035 Other operating items — 1,714 — — 1,714 Total costs and expenses (4,954 ) 76,832 — — 71,878 Operating income (loss) 4,954 (10,096 ) — — (5,142 ) Other income (expense): Interest expense, net (32,888 ) — — — (32,888 ) Gain on derivative financial instruments - commodity derivatives 860 — — — 860 Gain on derivative financial instruments - common share warrants 18,286 — — — 18,286 Other income 13 12 — — 25 Equity income — — 354 — 354 Net loss from consolidated subsidiaries (9,730 ) — — 9,730 — Total other income (expense) (23,459 ) 12 354 9,730 (13,363 ) Income (loss) before income taxes (18,505 ) (10,084 ) 354 9,730 (18,505 ) Income tax expense 319 — — — 319 Net income (loss) $ (18,824 ) $ (10,084 ) $ 354 $ 9,730 $ (18,824 ) EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the three months ended September 30, 2016 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ — $ 70,862 $ — $ — $ 70,862 Purchased natural gas and marketing — 6,324 — — 6,324 Total revenues — 77,186 — — 77,186 Costs and expenses: Oil and natural gas production — 12,608 — — 12,608 Gathering and transportation — 27,979 — — 27,979 Purchased natural gas — 6,586 — — 6,586 Depletion, depreciation and amortization 89 15,821 — — 15,910 Impairment of oil and natural gas properties — — — — — Accretion of discount on asset retirement obligations — 325 — — 325 General and administrative (4,395 ) 15,141 — — 10,746 Other operating items — (1,110 ) — — (1,110 ) Total costs and expenses (4,306 ) 77,350 — — 73,044 Operating income (loss) 4,306 (164 ) — — 4,142 Other income (expense): Interest expense, net (16,997 ) — — — (16,997 ) Gain on derivative financial instruments - commodity derivatives 8,209 — — — 8,209 Gain on extinguishment of debt 57,421 — — — 57,421 Other income 4 8 — — 12 Equity loss — — (823 ) — (823 ) Net loss from consolidated subsidiaries (979 ) — — 979 — Total other income (expense) 47,658 8 (823 ) 979 47,822 Income (loss) before income taxes 51,964 (156 ) (823 ) 979 51,964 Income tax expense 1,028 — — — 1,028 Net income (loss) $ 50,936 $ (156 ) $ (823 ) $ 979 $ 50,936 EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the nine months ended September 30, 2017 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ — $ 195,072 $ — $ — $ 195,072 Purchased natural gas and marketing — 19,208 — — 19,208 Total revenues — 214,280 — — 214,280 Costs and expenses: Oil and natural gas production — 35,822 — — 35,822 Gathering and transportation — 83,183 — — 83,183 Purchased natural gas — 18,193 — — 18,193 Depletion, depreciation and amortization 224 36,424 — — 36,648 Impairment of oil and natural gas properties — — — — — Accretion of discount on asset retirement obligations — 648 — — 648 General and administrative (32,169 ) 45,225 — — 13,056 Other operating items 577 2,492 — — 3,069 Total costs and expenses (31,368 ) 221,987 — — 190,619 Operating income (loss) 31,368 (7,707 ) — — 23,661 Other income (expense): Interest expense, net (75,318 ) (2 ) — — (75,320 ) Gain on derivative financial instruments - commodity derivatives 22,934 — — — 22,934 Gain on derivative financial instruments - common share warrants 146,585 — — — 146,585 Loss on restructuring of debt (6,380 ) — — — (6,380 ) Other income (loss) 14 (10 ) — — 4 Equity income — — 1,009 — 1,009 Net loss from consolidated subsidiaries (6,710 ) — — 6,710 — Total other income (expense) 81,125 (12 ) 1,009 6,710 88,832 Income (loss) before income taxes 112,493 (7,719 ) 1,009 6,710 112,493 Income tax expense 2,374 — — — 2,374 Net income (loss) $ 110,119 $ (7,719 ) $ 1,009 $ 6,710 $ 110,119 EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the nine months ended September 30, 2016 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ — $ 176,732 $ — $ — $ 176,732 Purchased natural gas and marketing — 15,335 — — 15,335 Total revenues — 192,067 — — 192,067 Costs and expenses: Oil and natural gas production 4 39,139 — — 39,143 Gathering and transportation — 79,828 — — 79,828 Purchased natural gas — 17,273 — — 17,273 Depletion, depreciation and amortization 298 63,697 — — 63,995 Impairment of oil and natural gas properties 838 159,975 — — 160,813 Accretion of discount on asset retirement obligations — 2,006 — — 2,006 General and administrative (6,062 ) 44,688 — — 38,626 Other operating items (406 ) 24,342 — — 23,936 Total costs and expenses (5,328 ) 430,948 — — 425,620 Operating income (loss) 5,328 (238,881 ) — — (233,553 ) Other income (expense): Interest expense, net (54,186 ) — — — (54,186 ) Loss on derivative financial instruments - commodity derivatives (11,632 ) — — — (11,632 ) Gain on extinguishment of debt 119,374 — — — 119,374 Other income 9 28 — — 37 Equity loss — — (8,824 ) — (8,824 ) Net loss from consolidated subsidiaries (247,677 ) — — 247,677 — Total other income (expense) (194,112 ) 28 (8,824 ) 247,677 44,769 Loss before income taxes (188,784 ) (238,853 ) (8,824 ) 247,677 (188,784 ) Income tax expense 1,775 — — — 1,775 Net loss $ (190,559 ) $ (238,853 ) $ (8,824 ) $ 247,677 $ (190,559 ) EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) For the nine months ended September 30, 2017 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities: Net cash provided by (used in) operating activities $ (9,637 ) $ 60,744 $ — $ — $ 51,107 Investing Activities: Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions (1,011 ) (114,663 ) — — (115,674 ) Proceeds from disposition of property and equipment — 25 — — 25 Restricted cash — (12,229 ) — — (12,229 ) Net changes in amounts due to joint ventures — (9,498 ) — — (9,498 ) Advances/investments with affiliates (79,406 ) 79,406 — — — Net cash used in investing activities (80,417 ) (56,959 ) — — (137,376 ) Financing Activities: Borrowings under EXCO Resources Credit Agreement 163,401 — — — 163,401 Repayments under EXCO Resources Credit Agreement (265,592 ) — — — (265,592 ) Proceeds received from issuance of 1.5 Lien Notes, net 295,530 — — — 295,530 Payments on Exchange Term Loan (11,602 ) — — — (11,602 ) Debt financing costs and other (22,077 ) — — — (22,077 ) Net cash provided by financing activities 159,660 — — — 159,660 Net increase in cash 69,606 3,785 — — 73,391 Cash at beginning of period 24,610 (15,542 ) — — 9,068 Cash at end of period $ 94,216 $ (11,757 ) $ — $ — $ 82,459 EXCO RESOURCES, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) For the nine months ended September 30, 2016 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities: Net cash provided by (used in) operating activities $ 9,152 $ (12,892 ) $ — $ — $ (3,740 ) Investing Activities: Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions (1,250 ) (69,205 ) — — (70,455 ) Proceeds from disposition of property and equipment 10 11,232 — — 11,242 Restricted cash — 686 — — 686 Net changes in amounts due to joint ventures — 2,377 — — 2,377 Advances/investments with affiliates (83,631 ) 83,631 — — — Net cash provided by (used in) investing activities (84,871 ) 28,721 — — (56,150 ) Financing Activities: Borrowings under EXCO Resources Credit Agreement 390,897 — — — 390,897 Repayments under EXCO Resources Credit Agreement (243,797 ) — — — (243,797 ) Payments on Exchange Term Loan (38,056 ) — — — (38,056 ) Repurchases of senior unsecured notes (53,298 ) — — — (53,298 ) Debt financing costs and other (4,569 ) — — — (4,569 ) Net cash provided by financing activities 51,177 — — — 51,177 Net increase (decrease) in cash (24,542 ) 15,829 — — (8,713 ) Cash at beginning of period 34,296 (22,049 ) — — 12,247 Cash at end of period $ 9,754 $ (6,220 ) $ — $ — $ 3,534 |