Subsidiary Guarantors | (12) Subsidiary Guarantors Antero’s wholly-owned subsidiaries each have fully and unconditionally guaranteed Antero’s senior notes. Antero Midstream and its subsidiaries have been designated as unrestricted subsidiaries under the Credit Facility and the indentures governing Antero’s senior notes, and do not guarantee any of Antero’s obligations (see Note 5). In the event a subsidiary guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a “Subsidiary” of the Company (as defined in the indentures governing the notes) or the sale of all or substantially all of its assets (other than by lease)) and whether or not the subsidiary guarantor is the surviving entity in such transaction to a person which is not Antero or a restricted subsidiary of Antero, such subsidiary guarantor will be released from its obligations under its subsidiary guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the notes. In addition, a subsidiary guarantor will be released from its obligations under the indentures and its guarantee, upon the release or discharge of the guarantee of other Indebtedness (as defined in the indentures governing the notes) that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee; if Antero designates such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indentures governing the notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the notes. The following Condensed Consolidating Balance Sheets at December 31, 2016 and March 31, 2017, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2016 and 2017 and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2016 and 2017 present financial information for Antero on a stand-alone basis (carrying its investment in subsidiaries using the equity method), financial information for the subsidiary guarantors, financial information for the non-guarantor subsidiaries, and the consolidation and elimination entries necessary to arrive at the information for the Company on a consolidated basis. Antero’s wholly-owned subsidiaries are not restricted from making distributions to the Parent. Condensed Consolidating Balance Sheet December 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 17,568 — 14,042 — 31,610 Accounts receivable, net 28,442 — 1,240 — 29,682 Intercompany receivables 3,193 — 64,139 (67,332) — Accrued revenue 261,960 — — — 261,960 Derivative instruments 73,022 — — — 73,022 Other current assets 5,784 — 529 — 6,313 Total current assets 389,969 — 79,950 (67,332) 402,587 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,331,173 — — — 2,331,173 Proved properties 9,726,957 — — (177,286) 9,549,671 Water handling and treatment systems — — 744,682 — 744,682 Gathering systems and facilities 17,929 — 1,705,839 — 1,723,768 Other property and equipment 41,231 — — — 41,231 12,117,290 — 2,450,521 (177,286) 14,390,525 Less accumulated depletion, depreciation, and amortization (2,109,136) — (254,642) — (2,363,778) Property and equipment, net 10,008,154 — 2,195,879 (177,286) 12,026,747 Derivative instruments 1,731,063 — — — 1,731,063 Investments in subsidiaries (420,429) — — 420,429 — Contingent acquisition consideration 194,538 — — (194,538) — Investments in unconsolidated affiliates — — 68,299 — 68,299 Other assets, net 21,087 — 5,767 — 26,854 Total assets $ 11,924,382 — 2,349,895 (18,727) 14,255,550 Liabilities and Equity Current liabilities: Accounts payable $ 21,648 — 16,979 — 38,627 Intercompany payable 64,139 — 3,193 (67,332) — Accrued liabilities 332,162 — 61,641 — 393,803 Revenue distributions payable 163,989 — — — 163,989 Derivative instruments 203,635 — — — 203,635 Other current liabilities 17,134 — 200 — 17,334 Total current liabilities 802,707 — 82,013 (67,332) 817,388 Long-term liabilities: Long-term debt 3,854,059 — 849,914 — 4,703,973 Deferred income tax liability 950,217 — — — 950,217 Contingent acquisition consideration — — 194,538 (194,538) — Derivative instruments 234 — — — 234 Other liabilities 54,540 — 620 — 55,160 Total liabilities 5,661,757 — 1,127,085 (261,870) 6,526,972 Equity: Stockholders' equity: Partners' capital — — 1,222,810 (1,222,810) — Common stock 3,149 — — — 3,149 Additional paid-in capital 5,299,481 — — — 5,299,481 Accumulated earnings 959,995 — — — 959,995 Total stockholders' equity 6,262,625 — 1,222,810 (1,222,810) 6,262,625 Noncontrolling interest in consolidated subsidiary — — — 1,465,953 1,465,953 Total equity 6,262,625 — 1,222,810 243,143 7,728,578 Total liabilities and equity $ 11,924,382 — 2,349,895 (18,727) 14,255,550 Condensed Consolidating Balance Sheet March 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — — — — — Accounts receivable, net 35,674 — 1,200 — 36,874 Intercompany receivables 2,428 — 71,500 (73,928) — Accrued revenue 220,059 — — — 220,059 Derivative instruments 237,086 — — — 237,086 Other current assets 9,181 — 498 — 9,679 Total current assets 504,428 — 73,198 (73,928) 503,698 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,330,010 — — — 2,330,010 Proved properties 10,163,965 — — (221,515) 9,942,450 Water handling and treatment systems — — 771,239 — 771,239 Gathering systems and facilities 17,928 — 1,767,741 — 1,785,669 Other property and equipment 42,290 — — — 42,290 12,554,193 — 2,538,980 (221,515) 14,871,658 Less accumulated depletion, depreciation, and amortization (2,284,181) — (282,178) — (2,566,359) Property and equipment, net 10,270,012 — 2,256,802 (221,515) 12,305,299 Derivative instruments 1,811,435 — — — 1,811,435 Investments in subsidiaries 632,905 — — (632,905) — Contingent acquisition consideration 198,064 — — (198,064) — Investments in unconsolidated affiliates — — 230,418 — 230,418 Other assets, net 26,530 — 11,274 — 37,804 Total assets $ 13,443,374 — 2,571,692 (1,126,412) 14,888,654 Liabilities and Equity Current liabilities: Accounts payable $ 24,194 — 13,512 — 37,706 Intercompany payable 71,500 — 2,428 (73,928) — Accrued liabilities 369,505 — 47,083 — 416,588 Revenue distributions payable 198,775 — — — 198,775 Derivative instruments 54,277 — — — 54,277 Other current liabilities 15,904 — 186 — 16,090 Total current liabilities 734,155 — 63,209 (73,928) 723,436 Long-term liabilities: Long-term debt 3,935,123 — 840,179 — 4,775,302 Deferred income tax liability 1,081,563 — — — 1,081,563 Contingent acquisition consideration — — 198,064 (198,064) — Derivative instruments 102 — — — 102 Other liabilities 53,732 — 567 — 54,299 Total liabilities 5,804,675 — 1,102,019 (271,992) 6,634,702 Equity: Stockholders' equity: Partners' capital — — 1,469,673 (1,469,673) — Common stock 3,150 — — — 3,150 Additional paid-in capital 6,407,158 — — — 6,407,158 Accumulated earnings 1,228,391 — — — 1,228,391 Total stockholders' equity 7,638,699 — 1,469,673 (1,469,673) 7,638,699 Noncontrolling interest in consolidated subsidiary — — — 615,253 615,253 Total equity 7,638,699 — 1,469,673 (854,420) 8,253,952 Total liabilities and equity $ 13,443,374 — 2,571,692 (1,126,412) 14,888,654 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 254,776 — — — 254,776 Natural gas liquids sales 73,065 — — — 73,065 Oil sales 10,179 — — — 10,179 Gathering, compression, and water handling and treatment — — 136,073 (132,229) 3,844 Marketing 99,216 — — — 99,216 Commodity derivative fair value gains 279,924 — — — 279,924 Other income 3,825 — — (3,825) — Total revenue and other 720,985 — 136,073 (136,054) 721,004 Operating expenses: Lease operating 11,332 — 40,714 (40,753) 11,293 Gathering, compression, processing, and transportation 267,445 — 7,170 (65,877) 208,738 Production and ad valorem taxes 18,027 — 1,257 — 19,284 Marketing 137,933 — — — 137,933 Exploration 1,014 — — — 1,014 Impairment of unproved properties 15,526 — — — 15,526 Depletion, depreciation, and amortization 167,759 — 23,823 — 191,582 Accretion of asset retirement obligations 598 — — — 598 General and administrative 43,552 — 13,091 (356) 56,287 Accretion of contingent acquisition consideration — — 3,396 (3,396) — Total operating expenses 663,186 — 89,451 (110,382) 642,255 Operating income 57,799 — 46,622 (25,672) 78,749 Other income (expenses): Interest (59,823) — (3,704) 243 (63,284) Equity in net income of subsidiaries 1,784 — — (1,784) — Total other expenses (58,039) — (3,704) (1,541) (63,284) Income (loss) before income taxes (240) — 42,918 (27,213) 15,465 Provision for income tax expense (4,815) — — — (4,815) Net income (loss) and comprehensive income (loss) including noncontrolling interest (5,055) — 42,918 (27,213) 10,650 Net income and comprehensive income attributable to noncontrolling interest — — — 15,705 15,705 Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation $ (5,055) — 42,918 (42,918) (5,055) Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 466,664 — — — 466,664 Natural gas liquids sales 194,652 — — — 194,652 Oil sales 26,960 — — — 26,960 Gathering, compression, and water handling and treatment — — 174,769 (172,165) 2,604 Marketing 65,924 — — — 65,924 Commodity derivative fair value losses 438,775 — — — 438,775 Other income 4,440 — — (4,440) — Total revenue and other 1,197,415 — 174,769 (176,605) 1,195,579 Operating expenses: Lease operating 15,742 — 38,622 (38,813) 15,551 Gathering, compression, processing, and transportation 347,768 — 8,114 (89,053) 266,829 Production and ad valorem taxes 23,975 — 818 — 24,793 Marketing 89,993 — — — 89,993 Exploration 2,107 — — — 2,107 Impairment of unproved properties 26,899 — — — 26,899 Depletion, depreciation, and amortization 175,193 — 27,536 — 202,729 Accretion of asset retirement obligations 637 — — — 637 General and administrative 51,056 — 14,457 (815) 64,698 Accretion of contingent acquisition consideration — — 3,526 (3,526) — Total operating expenses 733,370 — 93,073 (132,207) 694,236 Operating income 464,045 — 81,696 (44,398) 501,343 Other income (expenses): Equity in earnings of unconsolidated affiliates — — 2,231 — 2,231 Interest (58,003) — (8,836) 169 (66,670) Equity in net income of subsidiaries (6,300) — — 6,300 — Total other expenses (64,303) — (6,605) 6,469 (64,439) Income before income taxes 399,742 — 75,091 (37,929) 436,904 Provision for income tax expense (131,346) — — — (131,346) Net income and comprehensive income including noncontrolling interest 268,396 — 75,091 (37,929) 305,558 Net income and comprehensive income attributable to noncontrolling interest — — — 37,162 37,162 Net income and comprehensive income attributable to Antero Resources Corporation $ 268,396 — 75,091 (75,091) 268,396 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 283,249 — 82,348 (25,429) 340,168 Cash flows used in investing activities: Additions to unproved properties (28,675) — — — (28,675) Drilling and completion costs (420,614) — — 25,429 (395,185) Additions to water handling and treatment systems — — (37,036) — (37,036) Additions to gathering systems and facilities — — (48,686) — (48,686) Additions to other property and equipment (541) — — — (541) Change in other assets 98 — (9,270) — (9,172) Distributions from non-guarantor subsidiary 25,712 — — (25,712) — Net cash used in investing activities (424,020) — (94,992) (283) (519,295) Cash flows provided by financing activities: Sale of common units in Antero Midstream Partners LP by Antero Resources Corporation 178,000 — — — 178,000 Borrowings (repayments) on bank credit facility, net (27,000) — 60,000 — 33,000 Payments of deferred financing costs (64) — — — (64) Distributions — — (39,725) 25,712 (14,013) Employee tax withholding for settlement of equity compensation awards (117) — — — (117) Other (1,246) — (36) — (1,282) Net cash provided by financing activities 149,573 — 20,239 25,712 195,524 Net increase in cash and cash equivalents 8,802 — 7,595 — 16,397 Cash and cash equivalents, beginning of period 16,590 — 6,883 — 23,473 Cash and cash equivalents, end of period $ 25,392 — 14,478 — 39,870 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 338,420 — 99,748 (44,229) 393,939 Cash flows used in investing activities: Additions to proved properties (49,664) — — — (49,664) Additions to unproved properties (55,542) — — — (55,542) Drilling and completion costs (351,154) — — 44,229 (306,925) Additions to water handling and treatment systems — — (36,954) — (36,954) Additions to gathering systems and facilities — — (66,559) — (66,559) Additions to other property and equipment (590) — — — (590) Investments in unconsolidated affiliates — — (159,889) — (159,889) Change in other assets (6,476) — (5,874) — (12,350) Net distributions from subsidiaries 30,484 — — (30,484) — Net cash used in investing activities (432,942) — (269,276) 13,745 (688,473) Cash flows provided by financing activities: Issuance of common units by Antero Midstream Partners LP — — 223,119 — 223,119 Borrowings (repayments) on bank credit facility, net 80,000 — (10,000) — 70,000 Distributions — — (57,633) 30,484 (27,149) Employee tax withholding for settlement of equity compensation awards (1,657) — — — (1,657) Other (1,389) — — — (1,389) Net cash provided by financing activities 76,954 — 155,486 30,484 262,924 Net decrease in cash and cash equivalents (17,568) — (14,042) — (31,610) Cash and cash equivalents, beginning of period 17,568 — 14,042 — 31,610 Cash and cash equivalents, end of period $ — — — — — |