Subsidiary Guarantors | (18) Condensed Consolidating Financial Information Each of Antero’s wholly-owned subsidiaries has 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 7). 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 2017, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2015, 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 (Antero Midstream and its 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. Distributions received from Antero Midstream have been reclassified from investing activities to operating activities on the Condensed Consolidating Statement of Cash Flows for the years ended December 31, 2015 and 2016. The reclassification is a result of the adoption of ASU No. 2016-05, Classification of Certain Cash Receipts and Cash Payments , which provides for an accounting policy election to account for distributions received from equity method investees under the “nature of distribution” approach. 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 interests 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 December 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 20,078 — 8,363 — 28,441 Accounts receivable, net 33,726 — 1,170 — 34,896 Intercompany receivables 6,459 — 110,182 (116,641) — Accrued revenue 300,122 — — — 300,122 Derivative instruments 460,685 — — — 460,685 Other current assets 8,273 — 670 — 8,943 Total current assets 829,343 — 120,385 (116,641) 833,087 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,266,673 — — — 2,266,673 Proved properties 11,460,615 — — (364,153) 11,096,462 Water handling and treatment systems — — 942,361 4,309 946,670 Gathering systems and facilities 17,929 — 2,032,561 — 2,050,490 Other property and equipment 57,429 — — — 57,429 13,802,646 — 2,974,922 (359,844) 16,417,724 Less accumulated depletion, depreciation, and amortization (2,812,851) — (369,320) — (3,182,171) Property and equipment, net 10,989,795 — 2,605,602 (359,844) 13,235,553 Derivative instruments 841,257 — — — 841,257 Investments in subsidiaries (573,926) — — 573,926 — Contingent acquisition consideration 208,014 — — (208,014) — Investments in unconsolidated affiliates — — 303,302 — 303,302 Other assets, net 35,371 — 12,920 — 48,291 Total assets $ 12,329,854 — 3,042,209 (110,573) 15,261,490 Liabilities and Equity Current liabilities: Accounts payable $ 54,340 — 8,642 — 62,982 Intercompany payable 110,182 — 6,459 (116,641) — Accrued liabilities 338,819 — 106,006 (1,600) 443,225 Revenue distributions payable 209,617 — — — 209,617 Derivative instruments 28,476 — — — 28,476 Other current liabilities 17,587 — 209 — 17,796 Total current liabilities 759,021 — 121,316 (118,241) 762,096 Long-term liabilities: Long-term debt 3,604,090 — 1,196,000 — 4,800,090 Deferred income tax liability 779,645 — — — 779,645 Contingent acquisition consideration — — 208,014 (208,014) — Derivative instruments 207 — — — 207 Other liabilities 42,906 — 410 — 43,316 Total liabilities 5,185,869 — 1,525,740 (326,255) 6,385,354 Equity: Stockholders' equity: Partners' capital — — 1,516,469 (1,516,469) — Common stock 3,164 — — — 3,164 Additional paid-in capital 5,565,756 — — 1,005,196 6,570,952 Accumulated earnings 1,575,065 — — — 1,575,065 Total stockholders' equity 7,143,985 — 1,516,469 (511,273) 8,149,181 Noncontrolling interests in consolidated subsidiary — — — 726,955 726,955 Total equity 7,143,985 — 1,516,469 215,682 8,876,136 Total liabilities and equity $ 12,329,854 — 3,042,209 (110,573) 15,261,490 Condensed Consolidating Statement of Operations and Comprehensive Income Year Ended December 31, 2015 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 1,039,892 — — — 1,039,892 Natural gas liquids sales 264,483 — — — 264,483 Oil sales 70,753 — — — 70,753 Gathering, compression, water handling and treatment 6,651 — 299,787 (284,438) 22,000 Marketing 176,229 — — — 176,229 Commodity derivative fair value gains 2,381,501 — — — 2,381,501 Other income 4,594 — — (4,594) — Total revenue and other 3,944,103 — 299,787 (289,032) 3,954,858 Operating expenses: Lease operating 36,132 — 33,283 (33,404) 36,011 Gathering, compression, processing, and transportation 852,573 — 25,305 (218,517) 659,361 Production and ad valorem taxes 77,074 — 1,251 — 78,325 Marketing 299,062 — — — 299,062 Exploration 3,846 — — — 3,846 Impairment of unproved properties 104,321 — — — 104,321 Depletion, depreciation, and amortization 641,860 — 67,903 — 709,763 Accretion of asset retirement obligations 1,655 — — — 1,655 General and administrative 190,712 — 43,968 (983) 233,697 Contract termination and rig stacking 38,531 — — — 38,531 Accretion of contingent acquisition consideration — — 3,333 (3,333) — Total operating expenses 2,245,766 — 175,043 (256,237) 2,164,572 Operating income 1,698,337 — 124,744 (32,795) 1,790,286 Other expenses: Interest (228,568) — (5,832) — (234,400) Equity in net income of subsidiaries 47,485 — — (47,485) — Total other expenses (181,083) — (5,832) (47,485) (234,400) Income before income taxes 1,517,254 — 118,912 (80,280) 1,555,886 Provision for income tax expense (575,890) — — — (575,890) Net income and comprehensive income including noncontrolling interests 941,364 — 118,912 (80,280) 979,996 Net income and comprehensive income attributable to noncontrolling interests — — — 38,632 38,632 Net income and comprehensive income attributable to Antero Resources Corporation $ 941,364 — 118,912 (118,912) 941,364 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 1,260,750 — — — 1,260,750 Natural gas liquids sales 432,992 — — — 432,992 Oil sales 61,319 — — — 61,319 Gathering, compression, water handling and treatment — — 586,352 (573,391) 12,961 Marketing 393,049 — — — 393,049 Commodity derivative fair value losses (514,181) — — — (514,181) Gain on sale of assets 93,776 — 3,859 — 97,635 Other income 18,324 — — (18,324) — Total revenue and other 1,746,029 — 590,211 (591,715) 1,744,525 Operating expenses: Lease operating 50,651 — 136,387 (136,948) 50,090 Gathering, compression, processing, and transportation 1,146,221 — 28,097 (291,480) 882,838 Production and ad valorem taxes 69,485 — (2,897) — 66,588 Marketing 499,343 — — — 499,343 Exploration 6,862 — — — 6,862 Impairment of unproved properties 162,935 — — — 162,935 Depletion, depreciation, and amortization 710,012 — 99,861 — 809,873 Accretion of asset retirement obligations 2,473 — — — 2,473 General and administrative 186,672 — 54,163 (1,511) 239,324 Accretion of contingent acquisition consideration — — 16,489 (16,489) — Total operating expenses 2,834,654 — 332,100 (446,428) 2,720,326 Operating income (loss) (1,088,625) — 258,111 (145,287) (975,801) Other income (expenses): Equity in earnings of unconsolidated affiliates — — 485 — 485 Interest (232,455) — (21,893) 796 (253,552) Loss on early extinguishment of debt (16,956) — — — (16,956) Equity in net income of subsidiaries (7,156) — — 7,156 — Total other expenses (256,567) — (21,408) 7,952 (270,023) Income (loss) before income taxes (1,345,192) — 236,703 (137,335) (1,245,824) Provision for income tax benefit 496,376 — — — 496,376 Net income (loss) and comprehensive income (loss) including noncontrolling interests (848,816) — 236,703 (137,335) (749,448) Net income and comprehensive income attributable to noncontrolling interests — — — 99,368 99,368 Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation $ (848,816) — 236,703 (236,703) (848,816) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Year Ended December 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 1,769,975 — — (691) 1,769,284 Natural gas liquids sales 870,441 — — — 870,441 Oil sales 108,195 — — — 108,195 Gathering, compression, water handling and treatment — — 772,497 (759,777) 12,720 Marketing 258,045 — — — 258,045 Commodity derivative fair value gains 636,889 — — — 636,889 Other income 16,667 — — (16,667) — Total revenue and other 3,660,212 — 772,497 (777,135) 3,655,574 Operating expenses: Lease operating 93,758 — 189,702 (194,403) 89,057 Gathering, compression, processing, and transportation 1,441,129 — 39,147 (384,637) 1,095,639 Production and ad valorem taxes 90,832 — 3,689 — 94,521 Marketing 366,281 — — — 366,281 Exploration 8,538 — — — 8,538 Impairment of unproved properties 159,598 — — — 159,598 Impairment of gathering systems and facilities — — 23,431 — 23,431 Depletion, depreciation, and amortization 705,048 — 119,562 — 824,610 Accretion of asset retirement obligations 2,610 — — — 2,610 General and administrative 195,153 — 58,812 (2,769) 251,196 Accretion of contingent acquisition consideration — — 13,476 (13,476) — Total operating expenses 3,062,947 — 447,819 (595,285) 2,915,481 Operating income 597,265 — 324,678 (181,850) 740,093 Other income (expenses): Equity in earnings of unconsolidated affiliates — — 20,194 — 20,194 Interest (232,331) — (37,262) 892 (268,701) Loss on early extinguishment of debt (1,205) — (295) — (1,500) Equity in net income of subsidiaries (43,710) — — 43,710 — Total other expenses (277,246) — (17,363) 44,602 (250,007) Income before income taxes 320,019 — 307,315 (137,248) 490,086 Provision for income tax benefit 295,051 — — — 295,051 Net income and comprehensive income including noncontrolling interests 615,070 — 307,315 (137,248) 785,137 Net income and comprehensive income attributable to noncontrolling interests — — — 170,067 170,067 Net income and comprehensive income attributable to Antero Resources Corporation $ 615,070 — 307,315 (307,315) 615,070 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 917,639 — 195,059 (96,886) 1,015,812 Cash flows used in investing activities: Additions to unproved properties (198,694) — — — (198,694) Drilling and completion costs (1,675,049) — — 23,767 (1,651,282) Additions to water handling and treatment systems (80,064) — (50,987) — (131,051) Additions to gathering systems and facilities (40,285) — (320,002) — (360,287) Additions to other property and equipment (6,595) — — — (6,595) Change in other assets 2,570 — 7,180 — 9,750 Net distributions from guarantor subsidiary (115,000) — — 115,000 — Proceeds from contribution of assets to non-guarantor subsidiary 801,116 — — (801,116) — Proceeds from asset sales 40,000 — — — 40,000 Net cash used in investing activities (1,272,001) — (363,809) (662,349) (2,298,159) Cash flows provided by (used in) financing activities: Issuance of common stock 537,832 — — — 537,832 Issuance of common units by Antero Midstream — — 240,703 — 240,703 Issuance of senior notes 750,000 — — — 750,000 Borrowings (repayments) on bank credit facility, net (908,000) (115,000) 620,000 — (403,000) Payments of deferred financing costs (15,234) — (2,059) — (17,293) Distributions — 115,000 (908,364) 759,235 (34,129) Employee tax withholding for settlement of equity compensation awards (4,625) — (4,806) — (9,431) Other (4,808) — (33) — (4,841) Net cash provided by (used in) financing activities 355,165 — (54,559) 759,235 1,059,841 Net increase (decrease) in cash and cash equivalents 803 — (223,309) — (222,506) Cash and cash equivalents, beginning of period 15,787 — 230,192 — 245,979 Cash and cash equivalents, end of period $ 16,590 — 6,883 — 23,473 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows provided by operating activities: Net income (loss) including noncontrolling interests $ (848,816) — 236,703 (137,335) (749,448) Adjustment to reconcile net income (loss) to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 712,485 — 99,861 — 812,346 Accretion of contingent acquisition consideration (16,489) — 16,489 — — Impairment of unproved properties 162,935 — — — 162,935 Derivative fair value (gains) losses 514,181 — — — 514,181 Gains on settled derivatives 1,003,083 — — — 1,003,083 Deferred income tax expense (benefit) (485,392) — — — (485,392) Gain on sale of assets (93,776) — (3,859) — (97,635) Equity-based compensation expense 76,372 — 26,049 — 102,421 Loss on early extinguishment of debt 16,956 — — — 16,956 Equity in earnings of Antero Midstream 7,156 — — (7,156) — Equity in earnings of unconsolidated affiliates — — (485) — (485) Distributions of earnings from unconsolidated affiliates — — 7,702 — 7,702 Other (14,302) — 1,814 — (12,488) Distributions from subsidiaries 107,364 — — (107,364) — Changes in current assets and liabilities (36,519) — (5,667) 9,266 (32,920) Net cash provided by operating activities 1,105,238 — 378,607 (242,589) 1,241,256 Cash flows used in investing activities: Additions to proved properties (134,113) — — — (134,113) Additions to unproved properties (611,631) — — — (611,631) Drilling and completion costs (1,462,984) — — 135,225 (1,327,759) Additions to water handling and treatment systems 32 — (188,220) — (188,188) Additions to gathering systems and facilities (2,944) — (228,100) — (231,044) Additions to other property and equipment (2,694) — — — (2,694) Investments in unconsolidated affiliates — — (75,516) — (75,516) Change in other assets 304 — 3,673 — 3,977 Proceeds from asset sales 161,830 — 10,000 — 171,830 Net cash used in investing activities (2,052,200) — (478,163) 135,225 (2,395,138) Cash flows provided by financing activities: Issuance of common stock 1,012,431 — — — 1,012,431 Issuance of common units by Antero Midstream — — 65,395 — 65,395 Sale of common units in Antero Midstream by Antero Resources Corporation 178,000 — — — 178,000 Issuance of senior notes 600,000 — 650,000 — 1,250,000 Repayment of senior notes (525,000) — — — (525,000) Repayments on bank credit facility, net (267,000) — (410,000) — (677,000) Make-whole premium on debt extinguished (15,750) — — — (15,750) Payments of deferred financing costs (8,324) — (10,435) — (18,759) Distributions — — (182,446) 107,364 (75,082) Employee tax withholding for settlement of equity compensation awards (21,260) — (5,635) — (26,895) Other (5,157) — (164) — (5,321) Net cash provided by financing activities 947,940 — 106,715 107,364 1,162,019 Net increase in cash and cash equivalents 978 — 7,159 — 8,137 Cash and cash equivalents, beginning of period 16,590 — 6,883 — 23,473 Cash and cash equivalents, end of period $ 17,568 — 14,042 — 31,610 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows provided by operating activities: Net income (loss) including noncontrolling interests $ 615,070 — 307,315 (137,248) 785,137 Adjustment to reconcile net income (loss) to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 707,658 — 119,562 — 827,220 Accretion of contingent acquisition consideration (13,476) — 13,476 — — Impairment of unproved properties 159,598 — — — 159,598 Impairment of gathering systems and facilities — — 23,431 — 23,431 Derivative fair value (gains) losses (636,889) — — — (636,889) Gains on settled derivatives 213,940 — — — 213,940 Proceeds from derivative monetizations 749,906 — — — 749,906 Deferred income tax expense (benefit) (295,126) — — — (295,126) Equity-based compensation expense 76,162 — 27,283 — 103,445 Loss on early extinguishment of debt 1,205 — 295 — 1,500 Equity in earnings of Antero Midstream 43,710 — — (43,710) — Equity in earnings of unconsolidated affiliates — — (20,194) — (20,194) Distributions of earnings from unconsolidated affiliates — — 20,195 — 20,195 Other (4,500) — 2,593 — (1,907) Distributions from subsidiaries 131,598 — — (131,598) — Changes in current assets and liabilities 87,466 — (18,160) 6,729 76,035 Net cash provided by operating activities 1,836,322 — 475,796 (305,827) 2,006,291 Cash flows used in investing activities: Additions to proved properties (175,650) — — — (175,650) Additions to unproved properties (204,272) — — — (204,272) Drilling and completion costs (1,455,554) — — 173,569 (1,281,985) Additions to water handling and treatment systems — — (195,162) 660 (194,502) Additions to gathering systems and facilities — — (346,217) — (346,217) Additions to other property and equipment (14,127) — — — (14,127) Investments in unconsolidated affiliates — — (235,004) — (235,004) Change in other assets (8,594) — (3,435) — (12,029) Other 2,156 — — — 2,156 Net cash used in investing activities (1,856,041) — (779,818) 174,229 (2,461,630) Cash flows provided by (used in) financing activities: Issuance of common units by Antero Midstream — — 248,956 — 248,956 Sale of common units in Antero Midstream by Antero Resources Corporation 311,100 — — — 311,100 Borrowings (repayments) on bank credit facility, net (255,000) — 345,000 — 90,000 Payments of deferred financing costs (10,857) — (5,520) — (16,377) Distributions — — (283,950) 131,598 (152,352) Employee tax withholding for settlement of equity compensation awards (18,229) — (5,945) — (24,174) Other (4,785) — (198) — (4,983) Net cash provided by (used in) financing activities 22,229 — 298,343 131,598 452,170 Net increase (decrease) in cash and cash equivalents 2,510 — (5,679) — (3,169) Cash and cash equivalents, beginning of period 17,568 — 14,042 — 31,610 Cash and cash equivalents, end of period $ 20,078 — 8,363 — 28,441 |