Condensed consolidating financial statements | Condensed consolidating financial statements As of March 31, 2018 , the majority of EXCO’s subsidiaries were guarantors under the DIP Credit Agreement, the indenture governing the 1.5 Lien Notes, the credit agreements governing the 1.75 Lien Term Loans and Second 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 DIP Credit Agreement, 1.5 Lien Notes, 1.75 Lien Term Loans, Second 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. Resources and the Guarantor Subsidiaries solely consist of entities that are Debtors in the Chapter 11 Cases, including each of the Filing Subsidiaries. The non-guarantor subsidiaries solely consist of entities that are not included in the Chapter 11 Cases, including OPCO, Appalachia Midstream, EXCO Production Company (PA) II, LLC, EXCO Production Company (WV) II, LLC and certain other entities (referred to as Non-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. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) As of March 31, 2018 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 61,889 $ (11,791 ) $ 15,732 $ — $ 65,830 Restricted cash 552 9,280 — — 9,832 Other current assets 11,056 110,931 7,720 — 129,707 Total current assets 73,497 108,420 23,452 — 205,369 Equity investments — — 4,736 — 4,736 Oil and natural gas properties (full cost accounting method): Unproved oil and natural gas properties and development costs not being amortized — 115,780 33,542 — 149,322 Proved developed and undeveloped oil and natural gas properties 334,199 2,832,863 72,556 — 3,239,618 Accumulated depletion (330,776 ) (2,438,901 ) (601 ) — (2,770,278 ) Oil and natural gas properties, net 3,423 509,742 105,497 — 618,662 Other property and equipment, net and other non-current assets 1,013 20,285 18,047 — 39,345 Investments in and (advances to) affiliates, net 306,795 — — (306,795 ) — Goodwill 13,293 149,862 — — 163,155 Total assets $ 398,021 $ 788,309 $ 151,732 $ (306,795 ) $ 1,031,267 Liabilities and shareholders’ equity Current maturities of long-term debt $ 473,364 $ — $ — $ — $ 473,364 Other current liabilities 15,452 71,055 7,325 — 93,832 Other long-term liabilities — 11,631 12,222 — 23,853 Liabilities subject to compromise 965,858 531,013 — — 1,496,871 Payable to parent — 2,458,854 (1,518 ) (2,457,336 ) — Total shareholders’ equity (1,056,653 ) (2,284,244 ) 133,703 2,150,541 (1,056,653 ) Total liabilities and shareholders’ equity $ 398,021 $ 788,309 $ 151,732 $ (306,795 ) $ 1,031,267 EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 49,170 $ (9,573 ) $ — $ — $ 39,597 Restricted cash — 15,271 — — 15,271 Other current assets 22,697 90,265 — — 112,962 Total current assets 71,867 95,963 — — 167,830 Equity investments — — 14,181 — 14,181 Oil and natural gas properties (full cost accounting method): Unproved oil and natural gas properties and development costs not being amortized — 118,652 — — 118,652 Proved developed and undeveloped oil and natural gas properties 333,719 2,773,847 — — 3,107,566 Accumulated depletion (330,777 ) (2,421,534 ) — — (2,752,311 ) Oil and natural gas properties, net 2,942 470,965 — — 473,907 Other property and equipment, net and other non-current assets 892 20,382 — — 21,274 Investments in and (advances to) affiliates, net 466,055 — — (466,055 ) — Goodwill 13,293 149,862 — — 163,155 Total assets $ 555,049 $ 737,172 $ 14,181 $ (466,055 ) $ 840,347 Liabilities and shareholders’ equity Current maturities of long-term debt $ 1,362,500 $ — $ — $ — $ 1,362,500 Other current liabilities 32,280 272,190 — — 304,470 Derivative financial instruments - common share warrants 1,950 — — — 1,950 Other long-term liabilities 4,518 13,108 — — 17,626 Payable to parent — 2,447,586 — (2,447,586 ) — Total shareholders’ equity (846,199 ) (1,995,712 ) 14,181 1,981,531 (846,199 ) Total liabilities and shareholders’ equity $ 555,049 $ 737,172 $ 14,181 $ (466,055 ) $ 840,347 EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the Three Months Ended March 31, 2018 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Revenues: Oil and natural gas $ — $ 83,296 $ 1,850 $ — $ 85,146 Purchased natural gas and marketing — 5,318 — — 5,318 Total revenues — 88,614 1,850 — 90,464 Costs and expenses: Oil and natural gas production — 11,447 457 — 11,904 Gathering and transportation — 19,651 325 — 19,976 Purchased natural gas — 4,115 — — 4,115 Depletion, depreciation and amortization 80 17,463 663 — 18,206 Accretion of liabilities — 229 113 — 342 General and administrative (6,780 ) 14,872 435 — 8,527 Gain on Appalachia JV Settlement — — (119,477 ) — (119,477 ) Other operating items (34 ) 9,800 (9,632 ) — 134 Total costs and expenses (6,734 ) 77,577 (127,116 ) — (56,273 ) Operating income 6,734 11,037 128,966 — 146,737 Other expense: Interest expense, net (9,173 ) — — — (9,173 ) Loss on derivative financial instruments - commodity derivatives (615 ) — — — (615 ) Gain on derivative financial instruments - common share warrants 183 — — — 183 Other income 17 5 — — 22 Equity income — 179 — — 179 Reorganization items, net (43,703 ) (309,197 ) — — (352,900 ) Net loss from consolidated subsidiaries (169,010 ) — — 169,010 — Total other expense (222,301 ) (309,013 ) — 169,010 (362,304 ) Income (loss) before income taxes (215,567 ) (297,976 ) 128,966 169,010 (215,567 ) Income tax benefit (4,518 ) — — — (4,518 ) Net income (loss) $ (211,049 ) $ (297,976 ) $ 128,966 $ 169,010 $ (211,049 ) EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the Three Months Ended March 31, 2017 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Revenues: Oil and natural gas $ — $ 69,356 $ — $ — $ 69,356 Purchased natural gas and marketing — 7,173 — — 7,173 Total revenues — 76,529 — — 76,529 Costs and expenses: Oil and natural gas production — 11,933 — — 11,933 Gathering and transportation — 27,353 — — 27,353 Purchased natural gas — 6,452 — — 6,452 Depletion, depreciation and amortization 61 11,447 — — 11,508 Accretion of liabilities — 212 — — 212 General and administrative (10,667 ) 15,082 — — 4,415 Other operating items 398 671 — — 1,069 Total costs and expenses (10,208 ) 73,150 — — 62,942 Operating income 10,208 3,379 — — 13,587 Other income (expense): Interest expense, net (19,952 ) — — — (19,952 ) Gain on derivative financial instruments - commodity derivatives 15,533 — — — 15,533 Gain on derivative financial instruments - common share warrants 6,004 — — — 6,004 Loss on restructuring of debt (6,272 ) — — — (6,272 ) Other income 1 3 — — 4 Equity income — — 317 — 317 Net income from consolidated subsidiaries 3,699 — — (3,699 ) — Total other income (expense) (987 ) 3 317 (3,699 ) (4,366 ) Income before income taxes 9,221 3,382 317 (3,699 ) 9,221 Income tax expense 1,028 — — — 1,028 Net income $ 8,193 $ 3,382 $ 317 $ (3,699 ) $ 8,193 EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2018 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Operating Activities: Net cash provided by (used in) operating activities $ (10,768 ) $ 58,120 $ 900 $ — $ 48,252 Investing Activities: Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions (527 ) (66,329 ) 14,832 — (52,024 ) Net cash provided by (used in) investing activities (527 ) (66,329 ) 14,832 — (52,024 ) Financing Activities: Borrowings under DIP Credit Agreement 156,406 — — — 156,406 Repayments under EXCO Resources Credit Agreement (126,401 ) — — — (126,401 ) Debt financing costs and other (5,439 ) — — — (5,439 ) Net cash provided by financing activities 24,566 — — — 24,566 Net increase (decrea se) in cash, cash equivalents and restricted cash 13,271 (8,209 ) 15,732 — 20,794 Cash, cash equivalents and restricted cash at beginning of period 49,170 5,698 — — 54,868 Cash, cash equivalents and restricted cash at end of period $ 62,441 $ (2,511 ) $ 15,732 $ — $ 75,662 EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2017 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Operating Activities: Net cash provided by (used in) operating activities $ (12,106 ) $ 17,302 $ — $ — $ 5,196 Investing Activities: Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions (271 ) (11,586 ) — — (11,857 ) Net changes in amounts due to joint ventures — (3,723 ) — — (3,723 ) Advances/investments with affiliates (6,998 ) 6,998 — — — Net cash used in investing activities (7,269 ) (8,311 ) — — (15,580 ) Financing Activities: Borrowings under EXCO Resources Credit Agreement 25,000 — — — 25,000 Repayments under EXCO Resources Credit Agreement (253,592 ) — — — (253,592 ) Proceeds received from issuance of 1.5 Lien Notes, net 295,530 — — — 295,530 Payments on Second Lien Term Loans (10,512 ) — — — (10,512 ) Debt financing costs and other (18,636 ) — — — (18,636 ) Net cash provided by financing activities 37,790 — — — 37,790 Net increase in cash , cash equivalents and restricted cash 18,415 8,991 — — 27,406 Cash, cash equivalents and restricted cash at beginning of period 24,610 (4,392 ) — — 20,218 Cash, cash equivalents and restricted cash at end of period $ 43,025 $ 4,599 $ — $ — $ 47,624 |