EP Energy Corp (Form: 8-K, Received: 03/02/2020 07:42:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2020

EP ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-36253		46-3472728
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

EP ENERGY LLC

(Exact name of registrant as specified in its charter)

Delaware		333-183815		45-4871021
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1001 Louisiana Street

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 997-1200

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01

Regulation FD Disclosure.

As previously disclosed, on October 3, 2019, EP Energy Corporation (together with EP Energy LLC, the “Company”), and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code. The Chapter 11 Cases are being jointly administered under the caption “In re: EP Energy Corporation, et al., Case No. 19-35654.”

On February 28, 2020, the Debtors filed with the Bankruptcy Court their monthly operating report for the month ending January 31, 2020 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1, and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The Monthly Operating Report and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available at the website administered by the claims agent, Prime Clerk, at https://cases.primeclerk.com/EPEnergy. Documents and other information available on such website are not part of this Current Report on Form 8-K and shall not be deemed incorporated by reference in this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information being furnished under this Item 7.01 pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Statement Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements are subject to risks and uncertainties that could cause results to differ materially from the Company’s expectations, including the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter

11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations; the ability of the Company to comply with the terms of that certain Plan Support Agreement, dated as of October 18, 2019 (as may be amended from time to time, the “PSA”), that certain Backstop Commitment Agreement, dated as of October 18, 2019 (as may be amended from time to time), and/or that certain Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of November 25, 2019, by and among EP Energy LLC, JPMorgan Chase Bank, N.A. and the lenders under EP Energy LLC’s prepetition reserve based credit facility party thereto as lenders (as may be amended from time to time); the ability of the Company to obtain requisite support for a plan of reorganization from various stakeholders; the ability of the Company to confirm and consummate such plan of reorganization in accordance with the terms of the PSA; the uncertainty as to when or whether the effective date of such plan of reorganization will occur; the effects of disruption from the Chapter 11 Cases making it more difficult to maintain business and operational relationships, to retain key executives and to maintain various licenses and approvals necessary for the Company to conduct its business; the consequences of the acceleration of the Company’s debt obligations; risks related to the trading of the Company’s securities on the OTC Pink Market; as well as other risk factors set forth in the Company’s Disclosure Statement for Fourth Amended Joint Chapter 11 Plan of Reorganization of EP Energy Corporation and its Affiliated Debtors included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2020, as may be amended from time to time; as well as the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as updated in the Company’s subsequently filed Quarterly Reports on Form 10-Q. While the Company makes these statements in good faith, neither the Company nor its management can guarantee that anticipated future results will be achieved. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index

EXHIBIT INDEX

Exhibit No.		Description

99.1		Monthly Operating Report for January 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	EP ENERGY CORPORATION


Date: March 2, 2020	By:	/s/ Jace D. Locke
		Jace D. Locke
		Vice President, General Counsel and Corporate Secretary

	EP ENERGY LLC


	By:	/s/ Jace D. Locke
		Jace D. Locke
		Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

CASE NAME: EP Energy Corporation, et al.^[1]	PETITION DATE: October 3, 2019
CASE NUMBER: 19-35654
MONTH: January 2020

MONTHLY OPERATING REPORT SUMMARY FOR JANUARY 2020

MONTH	Oct-19		Nov-19		Dec-19		Jan-20		Feb-20
REVENUES (MOR-6)	$	69,124,692	$	68,155,348	$	46,351,389	$	147,066,262
INCOME/(LOSS) BEFORE INT., DEPREC./TAX (MOR-6)^[2]	$	(4,856,820)	$	3,129,824	$	(26,463,046)	$	76,891,219
NET INCOME (LOSS) (MOR-6)	$	(37,067,737)	$	(13,003,398)	$	(82,544,104)	$	60,721,033
PAYMENTS TO INSIDERS (MOR-9)	$	269,451	$	275,973	$	274,231	$	275,611
PAYMENTS TO PROFESSIONALS (MOR-9)	$	-	$	375,263	$	20,942,260	$	6,637,868
TOTAL DISBURSEMENTS (MOR-8)	$	(98,932,678)	$	(237,157,300)	$	(171,129,079)	$	(123,757,230)

*** The original of this document must be filed with the United States Bankruptcy Court and a copy must be sent to the United States Trustee ***

				CIRCLE ONE
			Are all accounts receivable being collected within terms?
REQUIRED INSURANCE			A/R related to agreements by and among Debtors and Tesoro Refining and Marketing Company, LLC is not being collected in
MAINTAINED AS OF SIGNATURE DATE			accordance with ordinary terms.^[3]	Yes
Type of Insurance	Check Yes/No	Exp. Date	Are all post-petition liabilities, including taxes, being paid within terms?		No
WORKERS' COMPENSATION	YES(x) NO( )	7/1/2020	Have any pre-petition liabilities been paid?		No
AUTOMOBILE	YES(x) NO( )	7/1/2020	If so, describe: Payments made in accordance with the court orders.		No
GENERAL	YES(x) NO( )	7/1/2020	Are all funds received being deposited into DIP bank accounts?		No
POLLUTION CONTROL OF WELL	YES(x) NO( ) YES(x) NO( )	7/1/2020 7/1/2020	Were any assets disposed of outside the normal course of business? If so, describe:	Yes
COMMERCIAL CRIME	YES(x) NO( )	7/8/2020	Are all U. S. Trustee Quarterly Fee Payments current?		No
FIDUCIARY	YES(x) NO( )	7/8/2020	What is the status of your Plan of Reorganization? Debtors filed
EMPLOYEMENT PRACTICES	YES(x) NO( )	7/8/2020	Fourth Amended Plan on January 13, 2020 (ECF No. 685]).
D&O	YES(x) NO( )	7/8/2020
UMBRELLA	YES(x) NO( )	7/1/2020	I certify under penalty of perjury that the following complete
EXCESS	YES(x) NO( )	7/1/2020	Monthly Operating Report (MOR), consisting of MOR-1 through
			MOR-9, plus attachments, is true and correct.

ATTORNEY NAME:	Alfredo Perez
FIRM:	Weil, Gotshal & Manges LLP
ADDRESS:	700 Louisiana Street
ADDRESS:	Suite 1700	SIGNED:	/s/ Kyle McCuen	DATED:	2/28/2020
CITY, STATE ZIP:	Houston, TX 77002-2755		(ORIGINAL SIGNATURE)
TELEPHONE:	(713) 546-5040
			Kyle McCuen	TITLE: Chief Financial Officer
			(Print Name of Signatory)

_______________________________________________

^[1]The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: EP Energy Corporation (2728), EPE Acquisition, LLC (5855), EP Energy LLC (1021), Everest Acquisition Finance Inc. (0996), EP Energy Global LLC (7534), EP Energy Management, L.L.C. (5013), EP Energy Resale Company, L.L.C. (9561), and EP Energy E&P Company, L.P. (7092). The Debtors' primary mailing address is 1001 Louisiana Street, Houston, TX 77002.

^[2]This figure represents EBIT not EBITDA and thus includes DDA Expense

^[3]These amounts will be released pending the Company's assignment of interest in recently drilled wells.

MOR-1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al.^[1]	PETITION DATE: October 3, 2019
CASE NUMBER: 19-35654
MONTH: January 2020


MONTHLY OPERATING REPORT NOTES FOR JANUARY 2020

INTRODUCTION
This monthly operating report ("MOR") is unaudited and does not purport to represent financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), and it is not intended to fully reconcile to the consolidated financial statements prepared by the Debtors. Information contained in this MOR has been derived from the Debtors' books and records, but does not reflect in all circumstances presentation for GAAP or SEC reporting purposes. Therefore, in order to comply with their obligations to provide MORs during these chapter 11 cases, the Debtors have prepared this MOR using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices. Accordingly, this MOR is true and accurate to the best of the Debtors’ knowledge, information, and belief, based on currently-available data. The results of operations and financial position contained herein are not necessarily indicative of results that may be expected for any period other than full calendar month-ending January 31, 2020, or for the full year, and may not necessarily reflect the Debtors' future consolidated results of operations and financial position.

RESERVATION OF RIGHTS
This MOR is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Debtors' chapter 11 cases. The unaudited financial statements have been derived from the Debtors' books and records. The information presented herein has not been subject to all procedures that typically would be applied to financial information presented in accordance with GAAP. Upon the application of such procedures, the Debtors believe that the financial information could be subject to material change. The information furnished in this MOR includes normal recurring adjustments, but does not include all of the adjustments that typically would be made for interim financial statements presented in accordance with GAAP.

GLOBAL NOTES
Given the complexity of the Debtors’ business, inadvertent errors or omissions may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, agreement, representation, or other statement set forth in this MOR. Further, the Debtors reserve the right to amend or supplement this MOR, if necessary, but shall be under no obligation to do so.

NOTES TO MOR 2 - 3

Liabilities Subject to Compromise (“LSTC”): LSTC represent the Debtors' estimate of pre-petition claims to be resolved in connection with the chapter 11 cases. As a result of the chapter 11 filings, the payment of pre-petition liabilities are subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will ultimately be settled or treated cannot be made until the Bankruptcy Court approves a chapter 11 plan of reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time. Prepetition liabilities that are subject to compromise under ASC 852 are preliminary and may be subject to, among other things, future adjustments depending on Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.

Values in the consolidated balance sheet represent rounded numbers. Accordingly, subtotals may not agree to the summation of the rounded numbers presented.

NOTES TO MOR-5
The accounts payable and accounts receivable agings are presented on a consolidated basis for the Debtors, and does not include intercompany activity.

NOTES TO MOR-6

The income statement is presented on a consolidated basis for the Debtors. The information provided in the income statements reflect activity for the full calendar month-ending January 31, 2020.

Other revenues include both realized and unrealized gain and/or loss on derivatives recorded for the full calendar month-ending January 31, 2020.

Values in the consolidated income statement represent rounded numbers. Accordingly, subtotals may not agree to the summation of the rounded numbers presented.

NOTES TO MOR-8
Although payment of prepetition claims is generally not permitted, the Bankruptcy Court has authorized the Debtors to pay certain prepetition claims in designated categories. This relief generally was designed to preserve the value of the Debtors’ business and assets. The Debtors have paid and continue to pay undisputed postpetition obligations in the ordinary course of business. Intercompany receipts and disbursements between Debtors that are cleared by netting are not included in this MOR. Based on centralized cash management practices, all disbursements are made by the following Debtors: (i) EP Energy Corporation; (ii) EP Energy LLC; (iii) EP Energy E&P Company, LP; and (iv) EP Energy Management, LLC.

NOTES TO MOR-9
The list of insiders is consistent with public disclosures and other filings associated with the Debtors' chapter 11 cases. The listing of any party as an "insider" is neither intended to be nor should be construed as a legal characterization of such party as an "insider," as such term is defined in section 101(31) of the Bankruptcy Code, and it does not act as an admission or waiver of any fact, right, claim, or defense, and all such rights, claims, and defenses are hereby expressly reserved.

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION

CASE NAME: EP Energy Corporation, et al.
CASE NUMBER: 19-35654
MONTH: January 2020
CONSOLIDATED BALANCE SHEET
Ending Balance at January 31, 2020

ASSETS
CASH & CASH EQUIVALENT	$	26,542,915
ACCOUNTS & NOTES RECEIVABLE		130,784,925
INVENTORY		41,159,386
PRICE RISK MANAGEMNT-CUR ASSET		75,474,483
RESTRICTED CASH-CURRENT		925,000
OTHER CURRENT ASSETS		23,233,766

CURRENT ASSETS	$	298,120,474

PLANT, PROPERTY & EQUIPMENT	$	7,487,101,700
ACCUMULATED DD&A		(4,065,340,881	)
PRICE RISK MGMT-NON CUR ASSET		2,433,356
NOTES RECEIVABLE-NON CURRENT		7,637
UNAMORTIZED DEBT EXPENSE		1,966,940
OTHER NON CURRENT ASSETS		18,591,819

NONCURRENT ASSETS	$	3,444,760,573

TOTAL ASSETS	$	3,742,881,047

LIABILITIES
OWNER AND ROYALTIES PAYABLE	$	(64,109,162	)
ACCOUNTS PAYABLE AND ACCRUED EXPENSES		(92,442,744	)
OTHER CURRENT LIABILITIES		(647,389	)
SHORT TERM FINANCING OBLIG		(1,945,092,284	)
PRICE RISK MANAGEMENT-CUR LIAB		37,211
ACCRUED TAX OTHER THAN INCOME		(32,658,914	)
ACCRUED INTEREST		(51,704,936	)
RESERVES CURRENT		(11,576,330	)
ASSET RETIRE OBLIG-CURRENT		(2,178,000	)
OTHER CURRENT LIABILITIES		(19,993,630	)

CURRENT LIABILITIES	$	(2,220,366,178	)

LIABILITIES SUBJECT TO COMPROMISE		(2,931,964,651	)
TOTAL DEF INC TAX LIABILITY-NON CUR		(1	)
RESERVES NON CURRENT		(833,696	)
ASSET RETIRE OBLIG-NON CURR		(42,632,659	)
OTHER NON CURRENT LIABILITY		(18,366,606	)

NONCURRENT LIABILITIES	$	(2,993,797,614	)

TOTAL LIABILITIES	$	(5,214,163,791	)

EQUITY

COMMON STOCK	$	(2,548,198	)
APIC		(3,545,680,030	)
ACCUMULATED DEFICIT		5,079,220,488
TREASURY STOCK		1,011,517

TOTAL STOCKHOLDERS EQUITY	$	1,532,003,778

(EARNINGS)/LOSS INCOME STATEMENT	$	(60,721,033	)

TOTAL LIABILITIES + EQUITY	$	(3,742,881,047	)

MOR 2 - 3

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

CASE NAME: EP Energy Corporation, et al.		PETITION DATE: October 3, 2019
CASE NUMBER: 19-35654
MONTH: January 2020

SCHEDULE OF POST-PETITION LIABILITIES

	Oct-19		Nov-19		Dec-19		Jan-20		Feb-20		Mar-20
TRADE ACCOUNTS PAYABLE	$	12,804,720	$	35,208,796	$	21,919,973	$	28,259,133
TAXES PAYABLE:
Severance tax payable	$	-	$	15,465,770	$	9,094,315	$	8,822,827
Other taxes payable	$	-	$	3,055,146	$	5,836,929	$	6,395,188

SECURED DEBT POST-PETITION ^[1]	$	-	$	198,382,000	$	148,381,858	$	148,382,000
ACCRUED INTEREST PAYABLE	$	11,040,566	$	27,599,714	$	39,853,804	$	51,704,936
ACCRUED PROFESSIONAL FEES ^[2]	$	5,900,000	$	30,271,000	$	23,338,468	$	17,358,832
OTHER ACCRUED LIABILITIES:
1. Insurance	$	-	$	-	$	-	$	-
2. Asset retirement obligation ^[3]	$	-	$	96,911	$	597,396	$	642,316
3. Accrued LOE liability	$	6,261,085	$	13,312,148	$	15,786,308	$	13,831,465
4. Accrued G&A liability	$	870,000	$	200,000	$	1,675,000	$	1,500,000
5. Accrued Capex liability	$	26,161,000	$	24,717,000	$	43,080,027	$	67,900,000
6. Owner advances payable	$	-	$	-	$	-	$	-
7. Owner revenue payable	$	34,851,218	$	48,490,145	$	53,972,276	$	47,015,779
8. Accrued wages	$	132,806	$	145,186	$	138,456	$	143,984
TOTAL POST-PETITION LIABILITIES	$	98,021,395	$	343,214,104	$	326,823,592	$	348,479,312	$	-	$	-

^[1] Outstanding DIP balance as of January 31, 2020 excluding any Letters of Credit

^[2] Payment requires Bankruptcy Court approval.

^[3]Asset Retirement Obligations incurred post-petition.

MOR-4

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

CASE NAME: EP Energy Corporation, et al.	PETITION DATE: October 3, 2019
CASE NUMBER: 19-35654
MONTH: January 2020

AGING OF POST-PETITION LIABILITIES

DAYS	TOTAL			TRADE ACCTS		FED TAXES		STATE TAXES		AD-VALOREM, OTHER TAXES		OTHER
0-30	$	42,224,994		$	27,006,979	$	-	$	6,395,188	$	8,822,827	$	-
31-60 ^[2]	$	725,934		$	725,934	$	-	$	-	$	-	$	-
61-90^[3]	$	300,414		$	300,414	$	-	$	-	$	-	$	-
91 +^[4]	$	225,806		$	225,806	$	-	$	-	$	-	$	-
TOTAL	$	43,477,148		$	28,259,133	$	-	$	6,395,188	$	8,822,827	$	-

AGING OF ACCOUNTS RECEIVABLE ^[1]

MONTH	Oct-19			Nov-19		Dec-19		Jan-20		Feb-20		Mar-20
0-30	$	101,248,776		$	94,720,833	$	91,486,831	$	89,280,841
31-60	$	(24,541	)	$	576,263	$	148,731	$	647,411
61-90	$	1,113,895		$	126,301	$	530,308	$	64,810
91+	$	154,130		$	348,374	$	373,081	$	932,355
TOTAL	$	102,492,260		$	95,771,771	$	92,538,951	$	90,925,416	$	-	$	-

^[1] Total Accounts Receivable balance does not include intercompany activity.
^[2] $250,000 of the Trade Accounts amount relates to a vendor whom the Company has contracts with that are under evaluation and negotiation. Consequently these amounts have not been paid.
^[3]$250,000 of the Trade Accounts amount relates to a vendor whom the Company has contracts with that are under evaluation and negotiation. Additionally, approximately $10,000 of the Trade Accounts amount relates to Ordinary Course Professional fees not authorized for payment under court order. Consequently these amounts have not been paid.
^[4]$225,806 of the Trade Accounts amount relates to a vendor whom the Company has contracts with that are under evaluation and negotiation. Consequently these amounts have not been paid.	MOR-5

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CASE NAME: EP Energy Corporation, et al.
CASE NUMBER: 19-35654
MONTH: January 2020

CONSOLIDATED INCOME STATEMENT
Ending Balance at January 31, 2020

INCOME

GAS REVENUE	$	4,811,799
OIL & CONDENSATE REVENUE		66,693,426
PLANT & PRODUCT REVENUE		4,829,670
MISCELLANEOUS REVENUE		70,731,367

TOTAL REVENUE	$	147,066,262

TRANSPORTATION COST		(6,765,727	)
O&M EXPENSES		(11,715,058	)
G&A EXPENSES		(6,179,450	)
DD&A EXPENSE		(41,128,024	)
EXPLORATORY COSTS		(38,421	)
TAXES OTHER THAN INCOME		(5,747,461	)

TOTAL EXPENSES	$	(71,574,142	)

INTEREST INCOME		18,504
OTHER INCOME & EXPENSE		1,380,595

OTHER INCOME / EXPENSE	$	1,399,099

EARNINGS BEFORE INTEREST & TAXES (EBIT)	$	76,891,219

INTEREST EXPENSE		(12,214,400	)
CAPITALIZED INT		310,573
REORGANIZATION ITEMS, NET		(4,266,358	)

NET INCOME/(LOSS) BEFORE TAXES		60,721,033

INCOME TAXES		-

NET INCOME/(LOSS)	$	60,721,033

		MOR - 6

CASE NUMBER: 19-35654
MONTH: January 2020

CONSOLIDATED CASH RECEIPTS AND DISBURSEMENTS
For Period Ending January 31, 2020

Beginning Cash Balance	$	43,490,832

Total Operating Receipts	$	127,945,151

Operating Disbursements
Payroll	$	(3,861,949	)
Benefits		(1,862,674	)
Royalties		(39,004,923	)
Capex		(19,830,008	)
LOE		(12,691,933	)
Transportation		(7,666,592	)
Severance, Ad Val Tax		(21,286,018	)
G&A (Incl. Rent, Insurance)		(2,019,821	)
Other		(46,244	)
Total Operating Disbursements	$	(108,270,163	)

Operating Cash Flow	$	19,674,988

Interest & Fees
DIP Interest & Fees		-
RBL Interest & Fees		(130,000	)
1.125 Lien Interest & Fees		-
Total Interest & Fees	$	(130,000	)

Total Restructuring Costs	$	(7,291,215	)

Financing Cash Flow
RBL Borrowings / (Repayments)		-
DIP Borrowings / (Repayments)		(20,000,000	)
Net Financing Cash Flow	$	(20,000,000	)

Change in Float		20,341,344
Change in Cash	$	12,595,118

Ending Cash Balance [1]	$	56,085,950

^[1]Ending Cash not inclusive of checks outstanding, restricted cash and cash held by brokers as described in MOR 8 - Footnote 2

MOR - 7

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

CASE NAME: EP Energy Corporation, et al.	PETITION DATE: October 3, 2019
CASE NUMBER: 19-35654
MONTH: January 2020

Cash Accounts as of January 31, 2020

Business Unit Name	Bank Name	Bank Account	Bank Balance			GL Reconcilation			GL Total

025 - EP Energy Management LLC	Bank of New York Mellon	x4762	$	254,146.57					$	254,146.57

654 - EP Energy E&P Company L.P.				155,983.39						155,983.39
				(153,175.08	)					(153,175.08	)
	Bank of New York Mellon	x5751		2,808.31			-			2,808.31

	Bank of New York Mellon	x1930		6,000,000.00						6,000,000.00

				1,725,490.58						1,725,490.58
				(11,698,278.57	)					(11,698,278.57	)
	Bank of New York Mellon	x3654		(9,972,787.99	)		-			(9,972,787.99	)

EPECO - EP Energy Corporation	Bank of New York Mellon	x9722		644,227.52						644,227.52

EPELC - EP Energy LLC	Bank of New York Mellon	x0381		1,878,561.41						1,878,561.41

TOTAL FOR MELLON BANK			$	(1,193,044.18	)	$	-		$	(1,193,044.18	)

025 - EP Energy Management LLC	JP Morgan Chase Bank	x2730		-						-

654 - EP Energy E&P Company L.P.	JP Morgan Chase Bank	x4743		-						-

				-						-
				(18,819,595.15	)					(18,819,595.15	)
	JP Morgan Chase Bank	x1509		(18,819,595.15	)		-	^[1]		(18,819,595.15	)

	JP Morgan Chase Bank	x8572		785,096.60						785,096.60

EPELC - EP Energy LLC	JP Morgan Chase Bank	x0760		5,065,521.08						5,065,521.08

NEW BANK ACCOUNTS OPENED FOR ERP SYSTEM TRANSITION - NO ACTIVITY AS OF 11/30/19
025 - EP Energy Management LLC	JP Morgan Chase Bank	x7695		-						-
654 - EP Energy E&P Company L.P.	JP Morgan Chase Bank	x7109		-						-
654 - EP Energy E&P Company L.P.	JP Morgan Chase Bank	x7216		-						-
TOTAL FOR CHASE BANK			$	(12,968,977.47	)	$	-		$	(12,968,977.47	)

		Cash Managed By EP Energy Corp.	$	(14,162,021.65	)	$	-		$	(14,162,021.65	)


654 - EP Energy E&P Company L.P.	BoNY Overnight Investments	x1930 - x3654		38,577,445.98						38,577,445.98

EPELC - EP Energy LLC	BoNY Overnight Investments	x0381		-						-

EPELC - EP Energy LLC	JP Morgan Chase Bank	x0682		999,476.91						999,476.91
		Temporary Cash Investments	$	39,576,922.89					$	39,576,922.89

654 - EP Energy E&P Company L.P.	NEU Broker Pre-Paid Acct	Cash Held by Agents / Brokers^[2]	$	1,128,014.00		$	-		$	1,128,014.00

		CASH AND CASH EQUIVALENT	$	26,542,915.24		$	-		$	26,542,915.24


654 - EP Energy E&P Company L.P.	JP Morgan Chase Bank	x1509		925,000.00						925,000.00
		RESTRICTED CASH	$	925,000.00					$	925,000.00


654 - El Paso E&P Company L.P.	Bank of New York Mellon	1183654		-						-
		AP TRADE ROYALTY MELLON CLEARING	$	-					$	-

		TOTAL CASH LESS OUTSTANIDNG	$	27,467,915.24		$	-		$	27,467,915.24

		CHECKS OUTSTANDING	$	(30,671,048.80	)	$	-		$	(30,671,048.80	)

		TOTAL INCLUDING OUTSTANDING	$	57,213,964.04		$	-		$	57,213,964.04

^[1]Net outstanding checks issued at JPMorgan Chase Bank

^[2]Cash held by Transcontinent Oil Company to make payments directly to mineral and surface owners on behalf of the Debtors. The agreement provides that the funds are EPE’s and that they will return all or any portion upon request.

MOR-8 (1 of 2)

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

CASE NAME: EP Energy Corporation, et al.	PETITION DATE: October 3, 2019
CASE NUMBER: 19-35654
MONTH: January 2020

EXHIBIT C - BENEFITING COMPANY

CASH ACCOUNT RECONCILIATION

	Case Number:			19-35654		19-35653		19-35652			19-35649			19-35648		19-35647			19-35650		19-35651
	Consolidated			EP Energy Corporation		EPE Acquisition LLC		EP ENERGY L.L.C.			EP Energy Management, L.L.C.			EP ENERGY RESALE CO., L.L.C.		EP ENERGY E&P COMPANY, L.P.			EP Energy Global LLC		Everest Acquisition Finance Inc
	*TOTAL*
October 4 - 31, 2019	$	(98,932,678	)		-		-		(1,004,463	)		(4,994,790	)		-		(92,933,424	)		-		-
November 1 - 30, 2019	$	(237,157,300	)		-		-		(152,256,268	)		(5,138,853	)		-		(79,762,178	)		-		-
December 1 - 31, 2019	$	(171,129,079	)		-		-		(71,823,579	)		(5,038,577	)		-		(94,266,924	)		-		-
January 1 - 31, 2020	$	(123,757,230	)		-		-		(36,886,744	)		(5,514,388	)		-		(81,356,098	)		-		-
TOTAL CHECKS/OTHER DISBURSEMENTS	$	(630,976,287	)	$	-	$	-	$	(261,971,054	)	$	(20,686,608	)	$	-	$	(348,318,625	)	$	-	$	-

Note: United States Trustee fees were paid at the end of January but were intentially excluded from this section

MOR-8 (2 of 2)

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

CASE NAME: EP Energy Corporation, et al.	PETITION DATE: October 3, 2019
CASE NUMBER: 19-35654
MONTH: January 2020

PAYMENTS TO INSIDERS AND PROFESSIONALS

Of the total disbursements shown for the month, list the amount paid to insiders (as defined in Section 101(31)(A)-(F) of the U. S. Bankruptcy Code) and the professionals. Also, for insiders identify the type of compensation paid (e.g., salary, commission, bonus, etc.) (Attach additional pages as necessary.)

EMPLOYEE	10/4/19 - 10/31/19		Nov-19		Dec-19		Jan-20		Feb-20		Mar-20
Employee 1	$	25,506	$	26,069	$	25,510	$	26,316
Employee 2	$	33,485	$	34,240	$	33,549	$	34,282
Employee 3	$	33,448	$	34,203	$	33,448	$	34,239
Employee 4	$	25,501	$	26,067	$	25,501	$	26,288
Employee 5	$	25,152	$	25,892	$	25,152	$	25,955
Employee 6	$	29,259	$	29,934	$	29,259	$	30,042
Employee 7	$	71,043	$	73,001	$	75,870	$	71,758
Employee 8	$	26,056	$	26,566	$	25,943	$	26,731

TOTAL INSIDERS (MOR-1)	$	269,451	$	275,973	$	274,231	$	275,611	$	-	$	-

PROFESSIONALS NAME/ORDER DATE	10/4/19 - 10/31/19		Nov-19		Dec-19		Jan-20		Feb-20		Mar-20
FTI CONSULTING INC	$	-	$	-	$	859,052	$	934,996
EVERCORE GROUP LLC	$	-	$	-	$	5,317,684	$	160,000
WEIL GOTSHAL & MANGES LLP	$	-	$	-	$	2,553,140	$	2,549,960
PAUL WEISS RIFKIND WHARTON & GARRISON	$	-	$	-	$	3,897,466	$	1,216,283
MILBANK LLP	$	-	$	-	$	1,974,619	$	280,522
HOULIHAN LOKEY CAPITAL INC	$	-	$	-	$	482,935	$	154,940
MOELIS & COMPANY LLC	$	-	$	-	$	161,856	$	306,401
MORRISON & FOERSTER LLP	$	-	$	-	$	3,043,169	$	562,561
MAYER BROWN LLP	$	-	$	111,312	$	1,299,942	$	-
OPPORTUNE LLP	$	-	$	-	$	-	$	-
PJT PARTNERS LP	$	-	$	-	$	441,150	$	150,790
PRIME CLERK LLC	$	-	$	263,951	$	139,415	$	114,826
W D VON GONTEN & CO	$	-	$	-	$	-	$	-
DEGOLYER AND MACNAUGHTON	$	-	$	-	$	-	$	-
DEBEVOISE & PLIMPTON LLP	$	-	$	-	$	-	$	-
PORTER HEDGES LLP	$	-	$	-	$	-	$	37,784
DRINKER BIDDLE & REATH LLP	$	-	$	-	$	655,196	$	145,985
FOLEY GARDERE	$	-	$	-	$	81,580	$	19,838
COLE SCHOTZ	$	-	$	-	$	35,055	$	-
WILLKIE FARR & GALLAGHER LLP	$	-	$	-	$	-	$	2,982
TOTAL PROFESSIONALS (MOR-1)	$	-	$	375,263	$	20,942,260	$	6,637,868	$	-	$	-

MOR-9