Subsidiary Guarantors | (18) Each of Antero’s wholly owned subsidiaries has fully and unconditionally guaranteed Antero’s senior notes. 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, 2018 and March 31, 2019, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2018 and 2019, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2018 and 2019 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 Antero. Condensed Consolidating Balance Sheet December 31, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Accounts receivable, net $ 49,529 — 1,544 — 51,073 Intercompany receivables 383 — 115,378 (115,761) — Accrued revenue 474,827 — — — 474,827 Derivative instruments 245,263 — — — 245,263 Other current assets 13,937 — 21,513 — 35,450 Total current assets 783,939 — 138,435 (115,761) 806,613 Property and equipment: Oil and gas properties, at cost (successful efforts method): Unproved properties 1,767,600 — — — 1,767,600 Proved properties 13,306,585 — — (600,913) 12,705,672 Water handling and treatment systems — — 1,004,793 9,025 1,013,818 Gathering systems and facilities 17,825 — 2,452,883 — 2,470,708 Other property and equipment 65,770 — 72 — 65,842 15,157,780 — 3,457,748 (591,888) 18,023,640 Less accumulated depletion, depreciation, and amortization (3,654,392) — (499,333) — (4,153,725) Property and equipment, net 11,503,388 — 2,958,415 (591,888) 13,869,915 Derivative instruments 362,169 — — — 362,169 Investment in Antero Midstream Partners (740,031) — — 740,031 — Contingent acquisition consideration 114,995 — — (114,995) — Investments in unconsolidated affiliates — — 433,642 — 433,642 Other assets 31,200 — 15,925 — 47,125 Total assets $ 12,055,660 — 3,546,417 (82,613) 15,519,464 Liabilities and Equity Current liabilities: Accounts payable $ 44,917 — 21,372 — 66,289 Intercompany payable 111,620 — 4,141 (115,761) — Accrued liabilities 392,949 — 72,121 — 465,070 Revenue distributions payable 310,827 — — — 310,827 Derivative instruments 532 — — — 532 Short-term lease liabilities 2,459 — — — 2,459 Other current liabilities 2,162 — 2,052 4,149 8,363 Total current liabilities 865,466 — 99,686 (111,612) 853,540 Long-term liabilities: Long-term debt 3,829,541 — 1,632,147 — 5,461,688 Deferred income tax liability 650,788 — — — 650,788 Contingent acquisition consideration — — 114,995 (114,995) — Long-term lease liabilities 2,873 — — — 2,873 Other liabilities 55,017 — 8,081 — 63,098 Total liabilities 5,403,685 — 1,854,909 (226,607) 7,031,987 Equity: Stockholders' equity: Partners' capital — — 1,691,508 (1,691,508) — Common stock 3,086 — — — 3,086 Additional paid-in capital 5,471,341 — — 1,013,833 6,485,174 Accumulated earnings 1,177,548 — — — 1,177,548 Total stockholders' equity 6,651,975 — 1,691,508 (677,675) 7,665,808 Noncontrolling interests in consolidated subsidiary — — — 821,669 821,669 Total equity 6,651,975 — 1,691,508 143,994 8,487,477 Total liabilities and equity $ 12,055,660 — 3,546,417 (82,613) 15,519,464 Condensed Consolidating Balance Sheet March 31, 2019 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Accounts receivable, net $ 48,979 200,337 — (200,337) 48,979 Accrued revenue 365,151 — — — 365,151 Derivative instruments 122,425 — — — 122,425 Other current assets 8,341 — — — 8,341 Total current assets 544,896 200,337 — (200,337) 544,896 Property and equipment: Oil and gas properties, at cost (successful efforts method): Unproved properties 1,701,002 — — — 1,701,002 Proved properties 13,056,874 — — — 13,056,874 Gathering systems and facilities 17,825 — — — 17,825 Other property and equipment 68,535 — — — 68,535 14,844,236 — — — 14,844,236 Less accumulated depletion, depreciation, and amortization (3,872,886) — — — (3,872,886) Property and equipment, net 10,971,350 — — — 10,971,350 Operating leases right-of-use assets 3,433,515 — — — 3,433,515 Derivative instruments 313,909 — — — 313,909 Investments in unconsolidated affiliates 647,832 1,341,780 — — 1,989,612 Investments in consolidated affiliates 1,341,780 — — (1,341,780) — Other assets 35,448 — — — 35,448 Total assets $ 17,288,730 1,542,117 — (1,542,117) 17,288,730 Liabilities and Equity Current liabilities: Accounts payable $ 48,096 — — — 48,096 Accounts payable, related parties 311,317 — — (200,337) 110,980 Accrued liabilities 384,707 — — — 384,707 Revenue distributions payable 301,066 — — — 301,066 Derivative instruments 3,894 — — — 3,894 Short-term lease liabilities 413,103 — 413,103 Other current liabilities 4,935 — — — 4,935 Total current liabilities 1,467,118 — — (200,337) 1,266,781 Long-term liabilities: Long-term debt 3,475,950 — — — 3,475,950 Deferred income tax liability 1,171,866 — — — 1,171,866 Long-term lease liabilities 3,024,582 — 3,024,582 Other liabilities 56,753 — — — 56,753 Total liabilities 9,196,269 — — (200,337) 8,995,932 Equity: Stockholders' equity: Partners' capital — — — — — Common stock 3,087 — — — 3,087 Additional paid-in capital 6,133,400 1,341,780 — (1,341,780) 6,133,400 Accumulated earnings 1,955,974 200,337 — — 2,156,311 Total equity 8,092,461 1,542,117 — (1,341,780) 8,292,798 Total liabilities and equity $ 17,288,730 1,542,117 — (1,542,117) 17,288,730 Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 497,663 — — — 497,663 Natural gas liquids sales 234,170 — — — 234,170 Oil sales 30,273 — — — 30,273 Commodity derivative fair value gains 22,437 — — — 22,437 Gathering, compression, water handling and treatment — — 229,591 (224,656) 4,935 Marketing 144,389 — — — 144,389 Marketing derivative fair value gains 94,234 — — — 94,234 Gain on sale of assets — — — — — Other income 5,875 — — (5,875) — Total revenue and other 1,029,041 — 229,591 (230,531) 1,028,101 Operating expenses: Lease operating 31,262 — 54,872 (59,412) 26,722 Gathering, compression, processing, and transportation 384,345 — 11,368 (103,775) 291,938 Production and ad valorem taxes 24,807 — 1,016 — 25,823 Marketing 195,739 — — — 195,739 Exploration 1,885 — — — 1,885 Impairment of unproved properties 50,536 — — — 50,536 Impairment of gathering systems and facilities — — — — — Depletion, depreciation, and amortization 195,812 — 32,432 — 228,244 Accretion of asset retirement obligations 656 — 34 — 690 General and administrative 46,420 — 14,455 (845) 60,030 Contract termination and rig stacking — — — — — Accretion of contingent acquisition consideration — — 3,874 (3,874) — Total operating expenses 931,462 — 118,051 (167,906) 881,607 Operating income 97,579 — 111,540 (62,625) 146,494 Other income (expenses): Equity in earnings of unconsolidated affiliates — — 7,862 — 7,862 Interest (53,498) — (11,297) 369 (64,426) Loss on early extinguishment of debt — — — — — Equity in earnings (loss) of consolidated subsidiaries (20,128) — — 20,128 — Total other expenses (73,626) — (3,435) 20,497 (56,564) Income before income taxes 23,953 — 108,105 (42,128) 89,930 Provision for income tax expense (9,120) — — — (9,120) Net income and comprehensive income including noncontrolling interests 14,833 — 108,105 (42,128) 80,810 Net income and comprehensive income attributable to noncontrolling interests — — — 65,977 65,977 Net income and comprehensive income attributable to Antero Resources Corporation $ 14,833 — 108,105 (108,105) 14,833 Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2019 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 657,266 — — — 657,266 Natural gas liquids sales 313,685 — — — 313,685 Oil sales 48,052 — — — 48,052 Commodity derivative fair value losses (77,368) — — — (77,368) Gathering, compression, water handling and treatment — — 218,360 (213,881) 4,479 Marketing 91,186 — — — 91,186 Other income 1,758 — — (1,651) 107 Total revenue and other 1,034,579 — 218,360 (215,532) 1,037,407 Operating expenses: Lease operating 42,969 — 64,818 (66,055) 41,732 Gathering, compression, processing, and transportation 535,015 — — (110,486) 424,529 Production and ad valorem taxes 34,738 — — 940 35,678 Marketing 163,084 — — — 163,084 Exploration 126 — — — 126 Impairment of unproved properties 81,244 — — — 81,244 Impairment of gathering systems and facilities — — 6,982 — 6,982 Depletion, depreciation, and amortization 218,494 — 21,707 — 240,201 Accretion of asset retirement obligations 913 — 63 — 976 General and administrative 49,908 — 18,793 (499) 68,202 Contract termination and rig stacking 8,360 — — — 8,360 Accretion of contingent acquisition consideration — — 1,928 (1,928) — Total operating expenses 1,134,851 — 114,291 (178,028) 1,071,114 Operating income (loss) (100,272) — 104,069 (37,504) (33,707) Other income (expenses): Equity in earnings of unconsolidated affiliates 589 1,228 12,264 — 14,081 Interest (55,135) — (16,815) — (71,950) Equity in earnings of affiliates 15,021 — — (15,021) — Gain on deconsolidation of Antero Midstream Partners LP 1,205,705 200,337 — — 1,406,042 Total other expenses 1,166,180 201,565 (4,551) (15,021) 1,348,173 Income before income taxes 1,065,908 201,565 99,518 (52,525) 1,314,466 Provision for income tax expense (288,710) — — — (288,710) Net income and comprehensive income including noncontrolling interests 777,198 201,565 99,518 (52,525) 1,025,756 Net income and comprehensive income attributable to noncontrolling interests — — — 46,993 46,993 Net income and comprehensive income attributable to Antero Resources Corporation $ 777,198 201,565 99,518 (99,518) 978,763 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows provided by (used in)operating activities: Net income including noncontrolling interests $ 14,833 — 108,105 (42,128) 80,810 Adjustment to reconcile net income to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 196,468 — 32,466 — 228,934 Accretion of contingent acquisition consideration (3,874) — 3,874 — — Impairment of unproved properties 50,536 — — — 50,536 Commodity derivative fair value gains (22,437) — — — (22,437) Gains on settled commodity derivatives 101,341 — — — 101,341 Marketing derivative fair value gains (94,234) — — — (94,234) Gains on settled marketing derivatives 110,042 — — — 110,042 Deferred income tax expense 9,120 — — — 9,120 Equity-based compensation expense 14,945 — 6,211 — 21,156 Equity in (earnings) loss of consolidated subsidiaries 20,128 — — (20,128) — Equity in earnings of unconsolidated affiliates — — (7,862) — (7,862) Distributions of earnings from unconsolidated affiliates — — 7,085 — 7,085 Distributions from Antero Midstream Partners LP 36,088 — — (36,088) — Other 279 — 690 — 969 Changes in current assets and liabilities 65,023 — (16,519) 7,585 56,089 Net cash provided by operating activities 498,258 — 134,050 (90,759) 541,549 Cash flows provided by (used in) investing activities: Additions to unproved properties (49,569) — — — (49,569) Drilling and completion costs (420,627) — — 60,759 (359,868) Additions to water handling and treatment systems — — (34,197) (6,088) (40,285) Additions to gathering systems and facilities 104 — (93,774) — (93,670) Additions to other property and equipment (2,571) — — — (2,571) Investments in unconsolidated affiliates — — (17,389) — (17,389) Change in other assets 1,067 — (1,284) — (217) Net cash used in investing activities (471,596) — (146,644) 54,671 (563,569) Cash flows provided by (used in) financing activities: Borrowings (repayments) on bank credit facility, net (30,000) — 105,000 — 75,000 Distributions to noncontrolling interests in Antero Midstream Partners LP — — (92,003) 36,088 (55,915) Employee tax withholding for settlement of equity compensation awards (1,066) — (18) — (1,084) Other (1,235) — (34) — (1,269) Net cash provided by (used in) financing activities (32,301) — 12,945 36,088 16,732 Net increase (decrease) in cash and cash equivalents (5,639) — 351 — (5,288) Cash and cash equivalents, beginning of period 20,078 — 8,363 — 28,441 Cash and cash equivalents, end of period $ 14,439 — 8,714 — 23,153 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2019 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows provided by (used in) operating activities: Net income including noncontrolling interests $ 777,198 201,565 99,518 (52,525) 1,025,756 Adjustments to reconcile net income to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 219,407 — 21,770 — 241,177 Impairment of unproved properties 81,244 — — — 81,244 Impairment of gathering systems and facilities — — 6,982 — 6,982 Commodity derivative fair value losses 77,368 — — — 77,368 Gains on settled commodity derivatives 97,092 — — — 97,092 Deferred income tax expense 287,854 — — — 287,854 Equity-based compensation expense 6,426 — 2,477 — 8,903 Equity in earnings of consolidated subsidiaries (15,021) — — 15,021 — Equity in earnings of unconsolidated affiliates (589) (1,228) (12,264) — (14,081) Distributions of earnings from unconsolidated affiliates — — 12,605 — 12,605 Gain on deconsolidation of Antero Midstream Partners LP (1,205,705) (200,337) — — (1,406,042) Distributions from Antero Midstream Partners LP 46,469 — — (46,469) — Other 10,331 — 750 — 11,081 Changes in current assets and liabilities 102,830 — (10,573) 16,808 109,065 Net cash provided by operating activities 484,904 — 121,265 (67,165) 539,004 Cash flows provided by (used in) investing activities: Additions to unproved properties (27,463) — — — (27,463) Drilling and completion costs (389,252) — — 20,565 (368,687) Additions to water handling and treatment systems — — (24,547) 131 (24,416) Additions to gathering systems and facilities — — (48,239) — (48,239) Additions to other property and equipment (2,066) — (1,062) — (3,128) Investments in unconsolidated affiliates — — (25,020) — (25,020) Proceeds from the Antero Midstream Partners LP Transactions 296,611 — — — 296,611 Change in other assets (1,118) — (3,357) — (4,475) Net cash used in investing activities (123,288) — (102,225) 20,696 (204,817) Cash flows provided by (used in) financing activities: Issuance of senior notes — — 650,000 — 650,000 Borrowings (repayments) on bank credit facility, net (360,379) — 90,379 — (270,000) Payments of deferred financing costs (791) — (7,468) — (8,259) Distributions to noncontrolling interests in Antero Midstream Partners LP — — (131,545) 46,469 (85,076) Employee tax withholding for settlement of equity compensation awards (450) — (29) — (479) Other 4 — (845) — (841) Net cash provided by (used in) financing activities (361,616) — 600,492 46,469 285,345 Effect of deconsolidation of Antero Midstream Partners LP — — (619,532) — (619,532) Net increase (decrease) in cash and cash equivalents — — — — — Cash and cash equivalents, beginning of period — — — — — Cash and cash equivalents, end of period $ — — — — — |