Condensed consolidating financial statements | Condensed consolidating financial statements As of June 30, 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 June 30, 2018 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 52,501 $ (16,482 ) $ 18,976 $ — $ 54,995 Restricted cash 915 10,069 — — 10,984 Other current assets 10,150 115,430 5,916 — 131,496 Total current assets 63,566 109,017 24,892 — 197,475 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 — 115,707 33,542 — 149,249 Proved developed and undeveloped oil and natural gas properties 334,666 2,873,719 72,719 — 3,281,104 Accumulated depletion (330,776 ) (2,458,662 ) (2,480 ) — (2,791,918 ) Oil and natural gas properties, net 3,890 530,764 103,781 — 638,435 Other property and equipment, net and other non-current assets 984 20,188 17,761 — 38,933 Investments in and (advances to) affiliates, net 334,865 — — (334,865 ) — Goodwill 13,293 149,862 — — 163,155 Total assets $ 416,598 $ 809,831 $ 151,170 $ (334,865 ) $ 1,042,734 Liabilities and shareholders’ equity Current maturities of long-term debt $ 473,364 $ — $ — $ — $ 473,364 Other current liabilities 27,515 68,606 4,478 — 100,599 Other long-term liabilities — 14,411 11,716 — 26,127 Liabilities subject to compromise 964,018 526,925 — — 1,490,943 Payable to parent — 2,462,964 1,499 (2,464,463 ) — Total shareholders’ equity (1,048,299 ) (2,263,075 ) 133,477 2,129,598 (1,048,299 ) Total liabilities and shareholders’ equity $ 416,598 $ 809,831 $ 151,170 $ (334,865 ) $ 1,042,734 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 June 30, 2018 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ — $ 87,752 $ 5,024 $ — $ 92,776 Purchased natural gas and marketing — 5,213 141 — 5,354 Total revenues — 92,965 5,165 — 98,130 Costs and expenses: Oil and natural gas production — 14,071 884 — 14,955 Gathering and transportation — 20,255 1,055 — 21,310 Purchased natural gas — 3,743 — — 3,743 Depletion, depreciation and amortization 77 19,858 2,065 — 22,000 Accretion of liabilities — 230 331 — 561 General and administrative (9,543 ) 14,511 1,335 — 6,303 Other operating items (1 ) (1,042 ) (98 ) — (1,141 ) Total costs and expenses (9,467 ) 71,626 5,572 — 67,731 Operating income (loss) 9,467 21,339 (407 ) — 30,399 Other income (expense): Interest expense, net (7,815 ) — — — (7,815 ) Gain on derivative financial instruments - common share warrants 1,532 — — — 1,532 Other income 4 10 2 — 16 Equity income (loss) — (179 ) 179 — — Reorganization items, net (16,388 ) — — — (16,388 ) Net income from consolidated subsidiaries 20,944 — — (20,944 ) — Total other income (expense) (1,723 ) (169 ) 181 (20,944 ) (22,655 ) Income (loss) before income taxes 7,744 21,170 (226 ) (20,944 ) 7,744 Income tax expense — — — — — Net income (loss) $ 7,744 $ 21,170 $ (226 ) $ (20,944 ) $ 7,744 EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the Three Months Ended June 30, 2017 (in thousands) Resources Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Oil and natural gas $ — $ 64,487 $ — $ — $ 64,487 Purchased natural gas and marketing — 6,528 — — 6,528 Total revenues — 71,015 — — 71,015 Costs and expenses: Oil and natural gas production — 11,630 — — 11,630 Gathering and transportation — 27,087 — — 27,087 Purchased natural gas — 6,353 — — 6,353 Depletion, depreciation and amortization 75 11,547 — — 11,622 Accretion of liabilities — 215 — — 215 General and administrative (16,460 ) 15,066 — — (1,394 ) Other operating items 179 107 — — 286 Total costs and expenses (16,206 ) 72,005 — — 55,799 Operating income (loss) 16,206 (990 ) — — 15,216 Other income (expense): Interest expense, net (22,478 ) (2 ) — — (22,480 ) Gain on derivative financial instruments - commodity derivatives 6,541 — — — 6,541 Gain on derivative financial instruments - common share warrants 122,295 — — — 122,295 Loss on restructuring of debt (108 ) — — — (108 ) Other expense — (25 ) — — (25 ) Equity income — — 338 — 338 Net loss from consolidated subsidiaries (679 ) — — 679 — Total other income (expense) 105,571 (27 ) 338 679 106,561 Income (loss) before income taxes 121,777 (1,017 ) 338 679 121,777 Income tax expense 1,027 — — — 1,027 Net income (loss) $ 120,750 $ (1,017 ) $ 338 $ 679 $ 120,750 EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the Six Months Ended June 30, 2018 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Revenues: Oil and natural gas $ — $ 171,048 $ 6,874 $ — $ 177,922 Purchased natural gas and marketing — 10,531 141 — 10,672 Total revenues — 181,579 7,015 — 188,594 Costs and expenses: Oil and natural gas production — 25,518 1,341 — 26,859 Gathering and transportation — 39,906 1,380 — 41,286 Purchased natural gas — 7,858 — — 7,858 Depletion, depreciation and amortization 157 37,321 2,728 — 40,206 Accretion of liabilities — 459 444 — 903 General and administrative (16,323 ) 29,383 1,770 — 14,830 Gain on Appalachia JV Settlement — — (119,477 ) — (119,477 ) Other operating items (35 ) 8,758 (9,730 ) — (1,007 ) Total costs and expenses (16,201 ) 149,203 (121,544 ) — 11,458 Operating income 16,201 32,376 128,559 — 177,136 Other income (expense): Interest expense, net (16,988 ) — — — (16,988 ) Loss on derivative financial instruments - commodity derivatives (615 ) — — — (615 ) Gain on derivative financial instruments - common share warrants 1,715 — — — 1,715 Other income 21 15 2 — 38 Equity income — — 179 — 179 Reorganization items, net (60,091 ) (309,197 ) — — (369,288 ) Net loss from consolidated subsidiaries (148,066 ) — — 148,066 — Total other income (expense) (224,024 ) (309,182 ) 181 148,066 (384,959 ) Income (loss) before income taxes (207,823 ) (276,806 ) 128,740 148,066 (207,823 ) Income tax benefit (4,518 ) — — — (4,518 ) Net income (loss) $ (203,305 ) $ (276,806 ) $ 128,740 $ 148,066 $ (203,305 ) EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Unaudited) For the Six Months Ended June 30, 2017 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Revenues: Oil and natural gas $ — $ 133,843 $ — $ — $ 133,843 Purchased natural gas and marketing — 13,701 — — 13,701 Total revenues — 147,544 — — 147,544 Costs and expenses: Oil and natural gas production — 23,563 — — 23,563 Gathering and transportation — 54,440 — — 54,440 Purchased natural gas — 12,805 — — 12,805 Depletion, depreciation and amortization 136 22,994 — — 23,130 Accretion of liabilities — 427 — — 427 General and administrative (27,127 ) 30,148 — — 3,021 Other operating items 577 778 — — 1,355 Total costs and expenses (26,414 ) 145,155 — — 118,741 Operating income 26,414 2,389 — — 28,803 Other income (expense): Interest expense, net (42,430 ) (2 ) — — (42,432 ) Gain on derivative financial instruments - commodity derivatives 22,074 — — — 22,074 Gain on derivative financial instruments - common share warrants 128,299 — — — 128,299 Loss on restructuring of debt (6,380 ) — — — (6,380 ) Other income (expense) 1 (22 ) — — (21 ) Equity income — — 655 — 655 Net income from consolidated subsidiaries 3,020 — — (3,020 ) — Total other income (expense) 104,584 (24 ) 655 (3,020 ) 102,195 Income before income taxes 130,998 2,365 655 (3,020 ) 130,998 Income tax expense 2,055 — — — 2,055 Net income $ 128,943 $ 2,365 $ 655 $ (3,020 ) $ 128,943 EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2018 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Operating Activities: Net cash provided by (used in) operating activities $ (1,898 ) $ 68,917 $ 2,477 $ — $ 69,496 Investing Activities: Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions (922 ) (97,356 ) 15,000 — (83,278 ) Other — 950 — — 950 Advances/investments with affiliates (16,877 ) 15,378 1,499 — — Net cash provided by (used in) investing activities (17,799 ) (81,028 ) 16,499 — (82,328 ) 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 (6,062 ) — — — (6,062 ) Net cash provided by financing activities 23,943 — — — 23,943 Net increase (decrea se) in cash, cash equivalents and restricted cash 4,246 (12,111 ) 18,976 — 11,111 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 $ 53,416 $ (6,413 ) $ 18,976 $ — $ 65,979 EXCO RESOURCES, INC. (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2017 (in thousands) Resources Guarantor Non-Guarantor Eliminations Consolidated Operating Activities: Net cash provided by (used in) operating activities $ (5,001 ) $ 38,602 $ — $ — $ 33,601 Investing Activities: Additions to oil and natural gas properties, gathering assets and equipment and property acquisitions (727 ) (48,214 ) — — (48,941 ) Proceeds from disposition of property and equipment — 25 — — 25 Net changes in amounts due to joint ventures — (7,553 ) — — (7,553 ) Advances/investments with affiliates (34,067 ) 34,067 — — — Net cash used in investing activities (34,794 ) (21,675 ) — — (56,469 ) 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 (11,057 ) — — — (11,057 ) Debt financing costs and other (21,976 ) — — — (21,976 ) Net cash provided by financing activities 33,905 — — — 33,905 Net increase (decrease) in cash, cash equivalents and restricted cash (5,890 ) 16,927 — — 11,037 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 $ 18,720 $ 12,535 $ — $ — $ 31,255 |