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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 20172018

or

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

Commission File Number 001-37419
logo123114a09.jpg
PDC ENERGY, INC.
(Exact name of registrant as specified in its charter)

Delaware95-2636730
(State of incorporation)(I.R.S. Employer Identification No.)
1775 Sherman Street, Suite 3000
Denver, Colorado 80203
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (303) 860-5800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x
Accelerated filer  o
Non-accelerated filer  o
(Do not check if a smaller reporting company)
Smaller reporting company  o
 
Emerging growth company  o
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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 65,865,44166,073,231 shares of the Company's Common Stock ($0.01 par value) were outstanding as of July 20, 2017.2018.


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PDC ENERGY, INC.


TABLE OF CONTENTS

 PART I – FINANCIAL INFORMATION Page
    
Item 1.Financial Statements  
  
  
  
  
  
Item 2. 
Item 3. 
Item 4. 
    
PART II – OTHER INFORMATION
    
Item 1. 
Item 1A. 
Item 2. 
Item 3. 
Item 4. 
Item 5. 
Item 6. 
    
  




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 ("Securities Act"), Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"), and the United States ("U.S.") Private Securities Litigation Reform Act of 1995 regarding our business, financial condition, results of operations and prospects. All statements other than statements of historical fact included in and incorporated by reference into this report are "forward-looking statements." Words such as expects, anticipates, intends, plans, believes, seeks, estimates,expect, anticipate, intend, plan, believe, seek, estimate and similar expressions or variations of such words are intended to identify forward-looking statements herein. Forward-looking statements may include, among other things, statements regarding future: reserves, production, costs and cash flows, and earnings;flows; drilling locations and zones and growth opportunities; commodity prices and differentials; capital investmentsexpenditures and projects, including expected lateral lengths of wells, drill times andthe number of rigs employed; rates of return; operational enhancements and efficiencies; management of lease expiration issues; financial ratios;ratios and compliance with covenants in our revolving credit facility; impacts of certain accounting and tax changes; midstream capacity and related curtailments.curtailments; impacts of a potential ballot initiative and other Colorado political matters; ability to meet our volume commitments to midstream providers; ongoing compliance with our consent decree; timing and likelihood that the Denver Metro/North Front Range NAA ozone classification will be reclassified to serious; and timing and adequacy of infrastructure projects of our midstream providers.

The above statements are not the exclusive means of identifying forward-looking statements herein. Although forward-looking statements contained in this report reflect our good faith judgment, such statements can only be based on facts and factors currently known to us. Forward-looking statements are always subject to risks and uncertainties, and become subject to greater levels of risk and uncertainty as they address matters further into the future. Throughout this report or accompanying materials, we may use the termsterm “projection” or similar terms or expressions, or indicate that we have “modeled” certain future scenarios. We typically use these terms to indicate our current thoughts on possible outcomes relating to our business or our industry in periods beyond the current fiscal year. Because such statements relate to events or conditions further in the future, they are subject to increased levels of uncertainty.

Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:

changes in worldwide production volumes and demand, including economic conditions that might impact demand and prices for the products we produce;
volatility of commodity prices for crude oil, natural gas and natural gas liquids ("NGLs") and the risk of an extended period of depressed prices;
volatility and widening of differentials;
reductions in the borrowing base under our revolving credit facility;
impact of governmental policies and/or regulations, including changes in environmental and other laws, the interpretation and enforcement of those laws and regulations, liabilities arising thereunder and the costs to comply with those laws and regulations;
declines in the value of our crude oil, natural gas and NGLs properties resulting in impairments;
changes in estimates of proved reserves;
inaccuracy of reserve estimates and expected production rates;
potential for production decline rates from our wells being greater than expected;
timing and extent of our success in discovering, acquiring, developing and producing reserves;
availability of sufficient pipeline, gathering and other transportation facilities and related infrastructure to process and transport our production and the impact of these facilities and regional capacity on the prices we receive for our production;
timing and receipt of necessary regulatory permits;
risks incidental to the drilling and operation of crude oil and natural gas wells;
losses from our gas marketing business exceeding our expectations;
difficulties in integrating our operations as a result of any significant acquisitions including our recent acquisitions in the Delaware Basin;and acreage exchanges;
increases or changes in operating costs severance and ad valorem taxes,expenses;
availability of supplies, materials, contractors and increasesservices that may delay the drilling or changes in drilling, completion and facilities costs;of our wells;
potential losses of acreage due to lease expirations or otherwise;
increases or adverse changes in construction costs and procurement costs associated with future build out of midstream-related assets;
future cash flows, liquidity and financial condition;
competition within the oil and gas industry;
availability and cost of capital;
our success in marketing crude oil, natural gas and NGLs;
effect of crude oil and natural gas derivatives activities;


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impact of environmental events, governmental and other third-party responses to such events and our ability to insure adequately against such events;


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cost of pending or future litigation, including recent environmental litigation;
effect that acquisitions we may pursue have on our capital investments;requirements;
our ability to retain or attract senior management and key technical employees; and
success of strategic plans, expectations and objectives for our future operations.
 
Further, we urge you to carefully review and consider the cautionary statements and disclosures, specifically those under the heading "Risk Factors," made in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 Form 10-K"),2017 filed with the U.S. Securities and Exchange Commission ("SEC") on February 28, 2017,27, 2018 and as amended on May 1, 2018 (the "2017 Form 10-K"), and our other filings with the SEC for further information on risks and uncertainties that could affect our business, financial condition, results of operations and prospects, which are incorporated by this reference as though fully set forth herein. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this report or currently unknown facts or conditions or the occurrence of unanticipated events. All forward-looking statements are qualified in their entirety by this cautionary statement.

REFERENCES

Unless the context otherwise requires, references in this report to "PDC Energy," "PDC," "the Company," "we," "us," "our,""our" or "ours" refer to the registrant, PDC Energy, Inc. and all subsidiaries consolidated for the purposes of its financial statements, including our proportionate share of the financial position, results of operations, cash flows and operating activities of our affiliated partnerships.


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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PDC ENERGY, INC.
Condensed Consolidated Balance Sheets
(unaudited; in thousands, except share and per share data)
 June 30, 2017 December 31, 2016 June 30, 2018 December 31, 2017
Assets        
Current assets:        
Cash and cash equivalents $202,291
 $244,100
 $1,425
 $180,675
Accounts receivable, net 135,203
 143,392
 195,317
 197,598
Fair value of derivatives 52,105
 8,791
 14,817
 14,338
Prepaid expenses and other current assets 6,619
 3,542
 6,744
 8,613
Total current assets 396,218
 399,825
 218,303
 401,224
Properties and equipment, net 4,165,572
 4,008,266
 4,192,608
 3,933,467
Fair value of derivatives 16,397
 2,386
Goodwill 56,331
 62,041
Assets held-for-sale, net 
 40,084
Other assets 22,410
 13,324
 31,243
 45,116
Total Assets $4,656,928
 $4,485,842
 $4,442,154
 $4,419,891
        
Liabilities and Stockholders' Equity        
Liabilities        
Current liabilities:        
Accounts payable $152,492
 $66,322
 $215,150
 $150,067
Production tax liability 35,296
 24,767
 56,766
 37,654
Fair value of derivatives 10,138
 53,595
 186,605
 79,302
Funds held for distribution 86,846
 71,339
 102,354
 95,811
Accrued interest payable 15,955
 15,930
 12,561
 11,815
Other accrued expenses 29,939
 38,625
 35,888
 42,987
Total current liabilities 330,666
 270,578
 609,324
 417,636
Long-term debt 1,049,004
 1,043,954
 1,179,117
 1,151,932
Deferred income taxes 452,028
 400,867
 141,811
 191,992
Asset retirement obligations 77,867
 82,612
 73,549
 71,006
Fair value of derivatives 2,311
 27,595
 36,430
 22,343
Other liabilities 30,610
 37,482
 61,617
 57,333
Total liabilities 1,942,486
 1,863,088
 2,101,848
 1,912,242
        
Commitments and contingent liabilities 
 
 
 
        
Stockholders' equity        
Common shares - par value $0.01 per share, 150,000,000 authorized, 65,927,104 and 65,704,568 issued as of June 30, 2017 and December 31, 2016, respectively 659
 657
Common shares - par value $0.01 per share, 150,000,000 authorized, 66,133,025 and 65,955,080 issued as of June 30, 2018 and December 31, 2017, respectively 661
 659
Additional paid-in capital 2,495,940
 2,489,557
 2,509,693
 2,503,294
Retained earnings 221,604
 134,208
Treasury shares - at cost, 64,024 and 28,763
as of June 30, 2017 and December 31, 2016, respectively
 (3,761) (1,668)
Retained earnings (deficit) (166,692) 6,704
Treasury shares - at cost, 67,169 and 55,927
as of June 30, 2018 and December 31, 2017, respectively
 (3,356) (3,008)
Total stockholders' equity 2,714,442
 2,622,754
 2,340,306
 2,507,649
Total Liabilities and Stockholders' Equity $4,656,928
 $4,485,842
 $4,442,154
 $4,419,891


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PDC ENERGY, INC.
Condensed Consolidated Statements of Operations
(unaudited; in thousands, except per share data)
 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30,
 2017 2016 2017 2016 2018 2017 2018 2017
Revenues                
Crude oil, natural gas, and NGLs sales $213,602
 $110,841
 $403,294
 $186,208
Commodity price risk management gain (loss), net of settlements 57,932
 (92,801) 138,636
 (81,745)
Crude oil, natural gas and NGLs sales $325,933
 $213,602
 $631,158
 $403,294
Commodity price risk management gain (loss), net (116,126) 57,932
 (163,366) 138,636
Other income 3,624
 2,057
 6,935
 6,465
 2,724
 3,624
 5,339
 6,935
Total revenues 275,158
 20,097
 548,865
 110,928
 212,531
 275,158
 473,131
 548,865
Costs, expenses and other                
Lease operating expenses 20,028
 13,675
 39,817
 29,005
 32,260
 20,028
 61,896
 39,817
Production taxes 15,042
 6,043
 27,441
 10,114
 22,604
 15,042
 42,773
 27,441
Transportation, gathering and processing expenses 6,488
 4,465
 12,390
 8,506
 8,964
 6,488
 16,277
 12,390
Exploration, geologic and geophysical expense 875
 1,033
 3,521
 1,987
Impairment of properties and equipment 159,554
 27,566
 192,742
 29,759
General and administrative expense 29,531
 23,579
 55,846
 46,358
 37,247
 29,531
 72,943
 55,846
Exploration, geologic, and geophysical expense 1,033
 237
 1,987
 447
Depreciation, depletion and amortization 126,013
 107,014
 235,329
 204,402
 135,624
 126,013
 262,412
 235,329
Impairment of properties and equipment 27,566
 4,170
 29,759
 5,171
Accretion of asset retirement obligations 1,666
 1,811
 3,434
 3,623
 1,285
 1,666
 2,573
 3,434
(Gain) loss on sale of properties and equipment (532) 260
 (692) 176
 (351) (532) 1,081
 (692)
Provision for uncollectible notes receivable (40,203) 
 (40,203) 44,738
Provision for uncollectible note receivable 
 (40,203) 
 (40,203)
Other expenses 3,890
 2,125
 7,418
 4,703
 2,708
 3,890
 5,476
 7,418
Total costs, expenses and other 190,522
 163,379
 372,526
 357,243
 400,770
 190,522
 661,694
 372,526
Income (loss) from operations 84,636
 (143,282) 176,339
 (246,315) (188,239) 84,636
 (188,563) 176,339
Interest expense (19,617) (10,672) (39,084) (22,566) (17,410) (19,617) (34,939) (39,084)
Interest income 768
 177
 1,008
 1,735
 69
 768
 217
 1,008
Income (loss) before income taxes 65,787
 (153,777) 138,263
 (267,146) (205,580) 65,787
 (223,285) 138,263
Income tax (expense) benefit (24,537) 58,327
 (50,867) 100,166
 45,323
 (24,537) 49,889
 (50,867)
Net income (loss) $41,250
 $(95,450) $87,396
 $(166,980) $(160,257) $41,250
 $(173,396) $87,396
                
Earnings per share:                
Basic $0.63
 $(2.04) $1.33
 $(3.78) $(2.43) $0.63
 $(2.63) $1.33
Diluted $0.62
 $(2.04) $1.32
 $(3.78) $(2.43) $0.62
 $(2.63) $1.32
                
Weighted-average common shares outstanding:                
Basic 65,859
 46,742
 65,804
 44,175
 66,066
 65,859
 66,012
 65,804
Diluted 66,019
 46,742
 66,066
 44,175
 66,066
 66,019
 66,012
 66,066
                


 
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PDC ENERGY, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited; in thousands)
 Six Months Ended June 30, Six Months Ended June 30,
 2017 2016 2018 2017
Cash flows from operating activities:        
Net income (loss) $87,396
 $(166,980) $(173,396) $87,396
Adjustments to net income (loss) to reconcile to net cash from operating activities:        
Net change in fair value of unsettled commodity derivatives (126,070) 201,825
 120,920
 (126,070)
Depreciation, depletion and amortization 235,329
 204,402
 262,412
 235,329
Impairment of properties and equipment 29,759
 5,171
 192,742
 29,759
Provision for uncollectible notes receivable (40,203) 44,738
 
 (40,203)
Accretion of asset retirement obligations 3,434
 3,623
 2,573
 3,434
Non-cash stock-based compensation 9,826
 11,126
 10,779
 9,826
(Gain) loss on sale of properties and equipment (692) 176
 1,081
 (692)
Amortization of debt discount and issuance costs 6,399
 3,077
 6,372
 6,399
Deferred income taxes 50,767
 (102,319) (50,181) 50,767
Other 670
 (1,287) 974
 670
Changes in assets and liabilities 6,582
 (5,754) 6,581
 15,832
Net cash from operating activities 263,197
 197,798
 380,857
 272,447
Cash flows from investing activities:        
Capital expenditures for development of crude oil and natural gas properties (334,406) (234,677) (432,635) (334,406)
Capital expenditures for other properties and equipment (2,299) (1,030) (2,450) (2,299)
Acquisition of crude oil and natural gas properties, including settlement adjustments 5,372
 
 (181,052) 5,372
Proceeds from sale of properties and equipment 1,293
 4,903
 1,782
 1,293
Proceeds from divestiture 39,023
 
Sale of promissory note 40,203
 
 
 40,203
Restricted cash (9,250) 
 1,249
 (9,250)
Sale of short-term investments 49,890
 
 
 49,890
Purchase of short-term investments (49,890) 
 
 (49,890)
Net cash from investing activities (299,087) (230,804) (574,083) (299,087)
Cash flows from financing activities:        
Proceeds from issuance of equity, net of issuance cost 
 296,575
Proceeds from revolving credit facility 
 85,000
 233,000
 
Repayment of revolving credit facility 
 (122,000) (211,000) 
Redemption of convertible notes 
 (115,000)
Purchase of treasury shares (5,274) (4,055)
Payment of debt issuance costs (4,060) 
Purchases of treasury stock (4,494) (5,274)
Other (645) 735
 (719) (645)
Net cash from financing activities (5,919) 141,255
 12,727
 (5,919)
Net change in cash and cash equivalents (41,809) 108,249
Cash and cash equivalents, beginning of period 244,100
 850
Cash and cash equivalents, end of period $202,291
 $109,099
Net change in cash, cash equivalents and restricted cash (180,499) (32,559)
Cash, cash equivalents and restricted cash, beginning of period 189,925
 244,100
Cash, cash equivalents and restricted cash, end of period $9,426
 $211,541
        
Supplemental cash flow information:        
Cash payments (receipts) for:        
Interest, net of capitalized interest $32,647
 $19,988
 $27,817
 $32,647
Income taxes (39) 167
 393
 (39)
Non-cash investing and financing activities:        
Change in accounts payable related to purchases of properties and equipment $81,891
 $(28,999)
Change in accounts payable related to capital expenditures $72,334
 $81,891
Change in asset retirement obligations, with a corresponding change to crude oil and natural gas properties, net of disposals 2,415
 843
 6,248
 2,415
Purchase of properties and equipment under capital leases 2,160
 1,074
 689
 2,160
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PDC ENERGY, INC.
Condensed Consolidated Statement of Equity
(unaudited; in thousands, except share data)

 Common Stock   Treasury Stock    
 Shares Amount Additional Paid-in Capital Shares Amount Retained Earnings Total Stockholders' Equity
              
Balance, December 31, 201665,704,568
 $657
 $2,489,557
 (28,763) $(1,668) $134,208
 $2,622,754
Net income
 
 
 
 
 87,396
87,396,000
87,396
Issuance pursuant to acquisition
 
 (82) 
 
 
 (82)
Issuance pursuant to sale of equity
 
 (7) 
 
 
 (7)
Convertible debt discount, net of issuance costs and tax
 
 (2) 
 
 
 (2)
Purchase of treasury shares
 
 
 (79,381) (5,274) 
 (5,274)
Issuance of treasury shares(46,822) 2
 (3,350) 46,822
 3,350
 
 2
Non-employee directors' deferred compensation plan
 
 (2) (2,702) (169) 
 (171)
Issuance of stock awards, net of forfeitures269,358
 
 
 
 
 
 
Stock-based compensation expense
 
 9,826
 
 
 
 9,826
Balance, June 30, 201765,927,104
 $659
 $2,495,940
 (64,024) $(3,761) $221,604
 $2,714,442
 Common Stock   Treasury Stock    
 Shares Amount Additional Paid-in Capital Shares Amount Retained Earnings (Deficit) Total Stockholders' Equity
              
Balance, December 31, 201765,955,080
 $659
 $2,503,294
 (55,927) $(3,008) $6,704
 $2,507,649
Net loss
 
 
 
 
 (173,396) (173,396)
Purchase of treasury shares
 
 
 (87,063) (4,494) 
 (4,494)
Issuance of treasury shares
 
 (4,288) 78,395
 4,288
 
 
Non-employee directors' deferred compensation plan
 
 
 (2,574) (142) 
 (142)
Issuance of stock awards, net of forfeitures177,945
 2
 (2) 
 
 
 
Stock-based compensation expense
 
 10,779
 
 
 
 10,779
Other
 
 (90) 
 
 
 (90)
Balance, June 30, 201866,133,025
 $661
 $2,509,693
 (67,169) $(3,356) $(166,692) $2,340,306


PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

PDC Energy, Inc. ("PDC", the "Company," "we," "us," or "our") is a domestic independent exploration and production company that produces,acquires, explores and develops and exploresproperties for the production of crude oil, natural gas and NGLs, with primary operations in the Wattenberg Field in Colorado and beginning in December 2016, the Delaware Basin in Reeves and Culberson Counties, Texas. We also have operations in the Utica Shale in Southeastern Ohio. Subsequent to June 30, 2017, as part of plans to divest the Utica Shale properties, we engaged an investment banking group to assist in marketing them for sale; therefore, these properties will be classified as held-for-sale upon meeting the criteria for such classification in the third quarter of 2017. Our operations in the Wattenberg Field are focused in the horizontal Niobrara and Codell plays and our Delaware Basin operations are currentlyprimarily focused in the Wolfcamp zones. We previously operated properties in the Utica Shale in Southeastern Ohio; however, we divested these properties during the first quarter of 2018. As of June 30, 2017,2018, we owned an interest in approximately 2,9003,000 gross productive wells. We are engaged in two operating segments: our oil and gas exploration and production segment and our gas marketing segment. Beginning in 2017, ourOur gas marketing segment does not meet the quantitative thresholds to require disclosure as a separate reportable segment. All of our material operations are attributable to our exploration and production business; therefore, all of our operations are presented as a single segment for all periods presented.

The accompanying unaudited condensed consolidated financial statements include the accounts of PDC, our wholly-owned subsidiaries and our proportionate share of our two affiliated partnerships. Pursuant to the proportionate consolidation method, our accompanying condensed consolidated financial statements include our pro rata share of assets, liabilities, revenues and expenses of the entities which we proportionately consolidate. All material intercompany accounts and transactions have been eliminated in consolidation.

In our opinion, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of our financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, pursuant to such rules and regulations, certain notes and other financial information included in audited financial statements have been condensed or omitted. The December 31, 20162017 condensed consolidated balance sheet data was derived from audited statements, but does not include all disclosures required by U.S. GAAP. The information presented in this Quarterly Report on Form 10-Q should be read in conjunction with our audited consolidated financial statements and notes thereto included in our 20162017 Form 10-K. Our results of operations and cash flows for the three and six months ended June 30, 20172018 are not necessarily indicative of the results to be expected for the full year or any other future period.

Certain immaterial reclassifications have been made to our prior period statement of operations to conform to the current period presentation. The reclassifications had no impact on previously reported cash flows, net earnings, earnings per share or stockholders' equity.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently IssuedAdopted Accounting StandardsStandard

In May 2014, the FASBFinancial Accounting Standards Board ("FASB") and the International Accounting Standards Board issued their converged standard on revenue recognition that provides a single, comprehensive model that entities will apply to determine the measurement of revenue and timing of when it is recognized. The standard has been updated and now includes technical corrections. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The standard outlines a five-step approach to apply the underlying principle: (1) identify the contract with the customer, (2) identify the separate performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to separate performance obligations and (5) recognize revenue when or as each performance obligation is satisfied. We adopted the standard effective January 1, 2018. In Marchorder to evaluate the impact that the adoption of the revenue standard had on our consolidated financial statements, we performed a comprehensive review of our significant revenue streams. The focus of this review included, among other things, the identification of the significant contracts and other arrangements we have with our customers to identify performance obligations and principal versus agent considerations and factors affecting the determination of the transaction price. We also reviewed our current accounting policies, procedures and controls with respect to these contracts and arrangements to determine what changes, if any, would be required by the adoption of the revenue standard. We determined that we would adopt the standard under the modified retrospective method. Upon adoption, no adjustment to our opening balance of retained earnings was deemed necessary. See the footnote below titled Revenue Recognition for further details regarding the changes in our revenue recognition resulting from the adoption of this standard.

In November 2016, the FASB issued an accounting update on statements of cash flows to the standard intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations when recognizing revenue. In December 2016, the FASB issued technical corrections and improvements to the standard. The revenue standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The revenue standard can be adopted under the full retrospective method or simplified transition method. Entities are permitted to adopt the revenue standard early, beginning with annual reporting periods after December 15, 2016. We areaddress diversity in practice in the processclassification and presentation of assessing potential impactschanges in restricted cash. The accounting update requires that the statement of cash flows explain the new standard on our existing revenue recognition criteria,change during the period in the total of cash, cash equivalents and amounts generally described as well as on related revenue recognition disclosures.restricted
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period amounts shown on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The adoption of this standard impacted our condensed consolidated statements of cash flows. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported on the condensed consolidated balance sheets at June 30, 2018 and 2017 and December 31, 2017, which sum to the total of cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows:
 June 30, 2018 December 31, 2017 June 30, 2017
 (in thousands)
      
Cash and cash equivalents$1,425
 $180,675
 $202,291
Restricted cash8,001
 9,250
 9,250
Cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows$9,426
 $189,925
 $211,541
Restricted cash is included in other assets on the condensed consolidated balance sheets at June 30, 2018 and December 31, 2017. We did not have any cash classified as restricted cash at December 31, 2016.

Recently Issued Accounting Standards

In February 2016, the FASB issued an accounting update aimed at increasing the transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about related leasing arrangements. The standard has been updated and now includes amendments. For leases with terms of more than 12 months, the accounting update requires lessees to recognize a right-of-use asset and lease liability for its right to use the underlying asset and the corresponding lease obligation. Both the lease asset and liability will initially be measured at the present value of the future minimum lease payments over the lease term. Subsequent measurement, including the presentation of expenses and cash flows, will depend upon the classification of the lease as either a finance or operating lease. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted, and is to be applied as of the beginning of the earliest period presented using a modified retrospective approach. The update does not apply to leases of mineral rights to explore for or use crude oil and natural gas. We are in the process of assessingcurrently evaluating the impact these changes may have on our condensed consolidated financial statements.

In August 2016,2017, the FASB issued an accounting update on statementsto provide guidance for various components of cash flows to address diversity in practice in how certain cash receipts and cash payments are presented and classifiedhedge accounting, including hedge ineffectiveness, the expansion of types of permissible hedging strategies, reduced complexity in the statementapplication of cash flows. The update addresses eight specific cash flow issues with the objectivelong-haul method for fair value hedges and reduced complexity in assessment of reducing the existing diversity in practice.effectiveness. The guidance is effective for fiscal years beginning after December 15, 2017,2018, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact these changes may have on our consolidated financial statements.

In November 2016, the FASB issued an accounting update on statements of cash flows to address diversity in practice in the classification and presentation of changes in restricted cash. The accounting update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period amounts shown on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact these changes may have on our consolidated financial statements.

In January 2017, the FASB issued an accounting update to simplify the subsequent measurement of goodwill. The update eliminates the two-step process that required identification of potential impairment and a separate measure of actual impairment. The annual and/or interim assessments are still required to be completed. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We elected to early adopt this standard in the second quarter of 2017 and will implement the new guidance accordingly in performing impairment testing in 2017. Our annual evaluation of goodwill for impairment is expected to occur in the fourth quarter of 2017, at which time we will apply this accounting update and the impact can be determined.

In May 2017, the FASB issued an accounting update clarifying when to account for a change to the terms or conditions of a share-based payment award as a modification. The guidance is effective for fiscal years beginning on or after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. Adoption of this standard is not expected to have a significant impact on our condensed consolidated financial statements.


NOTE 3 - BUSINESS COMBINATION

Delaware Basin Acquisition. On December 6, 2016,In January 2018, we closed on anthe acquisition which has been accountedof properties from Bayswater Exploration and Production LLC (the "Bayswater Acquisition") for as a business combination. The transaction was for the purchase of approximately 57,900 net acres, approximately 30 completed and producing wells and related midstream infrastructure in Reeves and Culberson Counties, Texas, for an aggregate consideration to the sellers of approximately $1.64 billion, after preliminary post-closing adjustments, comprised of approximately $946.0$202.0 million in cash, including the payment of $40.0$21.0 million of debt of the seller at closingdeposited into an escrow account in September 2017, subject to certain customary post-closing adjustments. The $21.0 million deposit was included in other assets on our December 31, 2017 condensed consolidated balance sheet. We acquired approximately 7,400 net acres, approximately 220 gross drilling locations and other purchase price adjustments, and 9.4 million shares of our common stock valued at approximately $690.7 million24 operated horizontal wells that were either drilled uncompleted wells ("DUCs") or in-process wells at the time the acquisition closed. of closing.

The estimated fair valueallocation of the assets acquired and the liabilities assumed in the acquisition are presented below and are preliminary and subject to customary additional post-closing adjustments as more detailed analysis associated withadjustments. Adjustments to the acquired properties is completed. Thepreliminary purchase price stem from final settlement statement has been agreed upon withof the sellers; however,proceeds from operating activities and additional information we are inobtained about facts and circumstances that existed at the processacquisition date that impact the underlying value of finalizing the fair values of thecertain assets acquired and current liabilities assumedassumed. Such adjustments primarily relate to sales, operating expenses and expect to keepcapital costs from the transaction openeffective date through the third quarter of 2017 to ensure that any final allocation adjustments associated with the period through final settlement are appropriately reflected in the final purchase price allocation. The most significant item to be completed is the allocation of the per acre values across the acquisition. There were a significant number of leases acquired with complex lease terms andclosing.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


evaluation of these terms may impact the manner in which the purchase price allocation across the acquired acreage is finalized based upon lease expiration timing. We expect that the completion of this process will adjust our final determination of the value of goodwill.

The details of the estimated purchase price and the preliminary allocation of the purchase price for the transaction, which reflects certain post-closing adjustments, are presented below (in thousands):
June 30, 2017June 30, 2018
Acquisition costs:  
Cash, net of cash acquired$905,962
Retirement of seller's debt40,000
Cash$170,560
Deposit made in prior period21,000
Total cash consideration945,962
191,560
Common stock, 9.4 million shares690,702
Other purchase price adjustments1,025
10,422
Total acquisition costs$1,637,689
$201,982
  
Recognized amounts of identifiable assets acquired and liabilities assumed:  
Assets acquired: ��
Current assets$6,561
$517
Crude oil and natural gas properties - proved216,000
207,816
Crude oil and natural gas properties - unproved1,721,334
Infrastructure, pipeline, and other33,695
Construction in progress12,148
Goodwill56,331
Other assets2,796
Total assets acquired2,046,069
211,129
Liabilities assumed:  
Current liabilities(23,844)(4,460)
Asset retirement obligations(4,248)(4,687)
Deferred tax liabilities, net(380,288)
Total liabilities assumed(408,380)(9,147)
Total identifiable net assets acquired$1,637,689
$201,982

This transaction was accounted for under the acquisition method. Accordingly, we conducted assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition were expensed as incurred. The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market, and therefore represent Level 3 inputs. The fair values of crude oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of crude oil and natural gas properties include estimates of reserves, future operating and development costs, future commodity prices, estimated future cash flows, lease terms and expirations and a market-based weighted-average cost of capital rate. The allocation of the value to the underlying leases also requires significant judgment and is based on a combination of comparable market transactions, the term and conditions associated with the individual leases, our ability and intent to develop specific leases and our initial assessment of the underlying relative value of the leases given our knowledge of the geology at the time of closing. These inputs require significant judgments and estimates by management at the time of the valuation and are the most sensitive and subject to change.

This acquisition was accounted for under the acquisition method. Accordingly, we conducted assessments of net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition were expensed as incurred.valuation.

Goodwill.The results of operations for the Bayswater Acquisition for the three and six months ended June 30, 2018 have been included in our condensed consolidated financial statements, including approximately $14.5 million and $21.8 million, respectively, of total revenue, $8.3 million and $12.0 million, respectively, Goodwillof income from operations and $0.12and $0.18,respectively, of dilutedearnings per share. Pro forma results of operations for the Bayswater Acquisition showing results as if the acquisition had been completed as of January 1, 2017 would not have been material to our condensed consolidated financial statements for the three and six months ended June 30, 2017.

NOTE 4 - REVENUE RECOGNITION

On January 1, 2018, we adopted the new accounting standard that was issued by the FASB to provide a single, comprehensive model to determine the measurement of revenue and timing of when it is calculated asrecognized and all related amendments (the “New Revenue Standard”) using the excessmodified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Based upon our review, we determined that the adoption of the purchase price over the fair value of net assets acquiredNew Revenue Standard would have reduced our crude oil, natural gas and represents the future economic benefits arising from other assets acquired that could not be individually identifiedNGLs sales by approximately $2.8 million and separately recognized. Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired were the acquisition of an element of a workforce and the expected value from operations of the Delaware Basin acquisition to be derived$5.4 million in the future. The amountthree and six months ended June 30, 2017, respectively, with a
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


corresponding decrease in transportation, gathering and processing expenses and no impact on net earnings. To determine the impact on our crude oil, natural gas and NGLs sales and our transportation, processing and gathering expenses for the three and six months ended June 30, 2018, we applied the new guidance to contracts that was recorded on a preliminary basis related to the Delaware Basin acquisition has decreased as compared to the initial estimated amount recordedwere not completed as of December 31, 2016, due2017. We do not expect adoption of the New Revenue Standard to customary have a significant impact on our net income going forward.

Crude oil, natural gas and NGLs revenues are recognized when we have transferred control of crude oil, natural gas, or NGLs production to the purchaser. We consider the transfer of control to have occurred when the purchaser has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the crude oil, natural gas or NGLs production. We record sales revenue based on an estimate of the volumes delivered at estimated prices as determined by the applicable sales agreement. We estimate our sales volumes based on company-measured volume readings. We then adjust our crude oil, natural gas and NGLs sales in subsequent periods based on the data received from our purchasers that reflects actual volumes delivered and prices received. We receive payment for sales one to two months after actual delivery has occurred. The differences in sales estimates and actual sales are recorded one to two months later. Historically, these differences have not been material. We account for natural gas imbalances using the sales method. For the three and six months ended June 30, 2018 and 2017, the impact of any natural gas imbalances was not significant. If a sale is deemed uncollectible, an allowance for doubtful collection is recorded.

Our crude oil, natural gas and NGLs sales are recorded using either the “net-back” or "gross" method of accounting, depending upon the related agreement. We use the net-back method when control of the crude oil, natural gas, or NGLs has been transferred to the purchasers of these commodities that are providing transportation, gathering or processing services. In these situations, the purchaser pays us proceeds based on a percent of the proceeds or have fixed our sales price at index less specified deductions. The net-back method results in the recognition of a net sales price that is lower than the index for which the production is based because the operating costs and profit of the midstream facilities are embedded in the net price we are paid.

We use the gross method of accounting when control of the crude oil, natural gas, or NGLs is not transferred to the purchaser and the purchaser does not provide transportation, gathering, or processing services as a function of the price we receive. Rather, we contract separately with midstream providers for the applicable transport and processing on a per unit basis. Under this method, we recognize revenues based on the gross selling price and recognize transportation, gathering and processing expenses.

Based on our evaluation of when control of crude oil and natural gas sales are transferred to the customer under the guidance of the New Revenue Standard, certain crude oil sales in the Wattenberg Field that were recognized using the gross method prior to the adoption of the New Revenue Standard will be recognized using the net-back method. In the Delaware Basin, certain crude oil and natural gas sales that were recognized using the gross method prior to the adoption of the New Revenue Standard will be recognized using the net-back method.

As discussed above, we enter into agreements for the sale, transportation, gathering and processing of our production. The terms of these agreements can result in variances in the per unit realized prices that we receive for our crude oil, natural gas and NGLs. For crude oil, the average NYMEX prices are based upon average daily prices throughout each month and, for natural gas, the average NYMEX pricing is based upon first-of-the-month index prices, as in each case this is how the majority of each of these commodities is sold pursuant to terms of the respective sales agreements.  For NGLs, we use the NYMEX crude oil price as a reference for presentation purposes.




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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


Disaggregated Revenue. The following table presents crude oil, natural gas and NGLs sales disaggregated by commodity and operating region for the three and six months ended June 30, 2018 and 2017 (in thousands):

  Three Months Ended June 30, Six Months Ended June 30,
Revenue by Commodity and Operating Region 2018 2017 (1) Percentage Change 2018 2017 (1) Percentage Change
Crude oil            
Wattenberg Field $189,992
 $129,258
 47.0 % $360,299
 $234,446
 53.7 %
Delaware Basin 62,599
 16,327
 283.4 % 116,016
 29,865
 288.5 %
Utica Shale (2) 
 3,216
 (100.0)% 2,696
 7,486
 (64.0)%
Total $252,591
 $148,801
 69.8 % $479,011
 $271,797
 76.2 %
 Natural gas            
Wattenberg Field $22,640
 $34,004
 (33.4)% $52,412
 $66,617
 (21.3)%
Delaware Basin 7,472
 2,767
 170.0 % 15,151
 5,236
 189.4 %
Utica Shale (2) 
 1,561
 (100.0)% 1,109
 3,421
 (67.6)%
Total $30,112
 $38,332
 (21.4)% $68,672
 $75,274
 (8.8)%
NGLs            
Wattenberg Field $30,271
 $21,923
 38.1 % $59,041
 $47,242
 25.0 %
Delaware Basin 12,959
 3,680
 252.1 % 23,594
 6,626
 256.1 %
Utica Shale (2) 
 866
 (100.0)% 840
 2,355
 (64.3)%
Total $43,230
 $26,469
 63.3 % $83,475
 $56,223
 48.5 %
Revenue by Operating Region            
Wattenberg Field $242,903
 $185,185
 31.2 % $471,752
 $348,305
 35.4 %
Delaware Basin 83,030
 22,774
 264.6 % 154,761
 41,727
 270.9 %
Utica Shale (2) 
 5,643
 (100.0)% 4,645
 13,262
 (65.0)%
Total $325,933
 $213,602
 52.6 % $631,158
 $403,294
 56.5 %
________________________________________
(1)As we have elected the modified retrospective method of adoption for the New Revenue Standard, revenues for the three
and six months ended June 30, 2017 have not been restated. Such changes would not have been material.
(2)In March 2018, we completed the disposition of our Utica Shale properties.

Contract Assets.    Contract assets include material contributions in aid of construction ("CIAC"), which are common in purchase/purchase price allocations, primarilyand processing agreements with midstream service providers that are our customers. Generally, the intent of the payments is to reimburse the customer for actual costs incurred related to a refund from the sellersconstruction of its gathering and processing infrastructure. Contract assets that are classified as current assets are included in connection with a revised valuation of certain acquired leasesprepaid expenses and the retirement of estimated environmental remediation liabilities. Such amountsother current assets on our condensed consolidated balance sheet. Contract assets that are classified as long-term assets are included in other assets on our condensed consolidated balance sheet. The contract assets will be finalizedamortized as a reduction to crude oil, natural gas and NGLs sales revenue during the periods in which the related production is transferred to the customer.

The following table presents the changes in carrying amounts of the contract assets associated with final purchase accounting, as described above. Any value assigned to goodwill isour crude oil, natural gas and NGLs sales revenue for the six months ended June 30, 2018:
 Amount
 (in thousands)
  
Beginning balance, January 1, 2018$4,446
Additions1,202
Amortized as a reduction to crude oil, natural gas and NGLs sales(2,408)
Ending balance, June 30, 2018$3,240

Customer Accounts Receivable. Our accounts receivable include amounts billed and currently due from sales of our crude oil, natural gas and NGLs production. Our gross accounts receivable balance from crude oil, natural gas and NGLs sales at June 30, 2018 and December 31, 2017 was $159.1 million and $154.3 million, respectively. We did not expected to be deductiblerecord an allowance for income tax purposes.doubtful accounts for these receivables at June 30, 2018 or December 31, 2017.
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)



The following table presents the changes in goodwill:
 Amount
 (in thousands)
  
Balance at December 31, 2016$62,041
Purchase price adjustments, net of tax(5,710)
Balance at June 30, 2017$56,331
NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

With the creationDetermination of goodwill from this transaction, we will perform our evaluation of goodwill for impairment annually or when a triggering event is deemed to have occurred. We evaluate goodwill for impairment by either performing a qualitative evaluation or a quantitative test, which involves comparing the estimatedFair Value

Our fair value measurements are estimated pursuant to a fair value hierarchy that requires us to maximize the carryinguse of observable inputs and minimize the use of unobservable inputs when measuring fair value. In either case,The valuation hierarchy is based upon the transparency of inputs to the valuation of goodwill willan asset or liability as of the measurement date, giving the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability and may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The three levels of inputs that may be a significant estimate as such methods incorporate forward-looking assumptions and estimates.used to measure fair value are defined as:

NOTE 4 - PROPERTIES AND EQUIPMENTLevel 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets.

The following table presentsLevel 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the components of propertiesasset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and equipment, net of accumulated depreciation, depletion, and amortization ("DD&A"):inputs that are derived from observable market data by correlation or other means.

 June 30, 2017 December 31, 2016
 (in thousands)
Properties and equipment, net:   
Crude oil and natural gas properties   
Proved$3,842,942
 $3,499,718
Unproved1,841,589
 1,874,671
Total crude oil and natural gas properties5,684,531
 5,374,389
Infrastructure, pipeline, and other94,654
 62,093
Land and buildings15,274
 12,165
Construction in progress171,600
 122,591
Properties and equipment, at cost5,966,059
 5,571,238
Accumulated DD&A(1,800,487) (1,562,972)
Properties and equipment, net$4,165,572
 $4,008,266
    
Level 3 – Unobservable inputs for the asset or liability, including situations where there is little, if any, market activity.

The following table presents impairment charges recorded forDerivative Financial Instruments

We measure the fair value of our derivative instruments based upon a pricing model that utilizes market-based inputs, including, but not limited to, the contractual price of the underlying position, current market prices, crude oil and natural gas properties:forward curves, discount rates such as the LIBOR curve for a similar duration of each outstanding position, volatility factors and nonperformance risk. Nonperformance risk considers the effect of our credit standing on the fair value of derivative liabilities and the effect of our counterparties' credit standings on the fair value of derivative assets. Both inputs to the model are based on published credit default swap rates and the duration of each outstanding derivative position.

We validate our fair value measurement through the review of counterparty statements and other supporting documentation, determination that the source of the inputs is valid, corroboration of the original source of inputs through access to multiple quotes, if available, or other information and monitoring changes in valuation methods and assumptions. While we use common industry practices to develop our valuation techniques and believe our valuation method is appropriate and consistent with those used by other market participants, changes in our pricing methodologies or the underlying assumptions could result in significantly different fair values.

Our crude oil and natural gas fixed-price swaps are included in Level 2 of the hierarchy. Our collars and propane fixed-price swaps are included in Level 3 of the hierarchy. Our basis swaps are included in Level 2 and Level 3 of the hierarchy. The following table presents, for each applicable level within the fair value hierarchy, our derivative assets and liabilities, including both current and non-current portions, measured at fair value on a recurring basis:
 Three Months Ended June 30, Six Months Ended June 30,
 2017 2016 2017 2016
 (in thousands)

       
Impairment of unproved properties$27,463
 $1,084
 $29,565
 $2,053
Amortization of individually insignificant unproved properties103
 54
 194
 86
Impairment of crude oil and natural gas properties
27,566
 1,138
 29,759
 2,139
Land and buildings
 3,032
 
 3,032
Total impairment of properties and equipment$27,566
 $4,170
 $29,759
 $5,171
 June 30, 2018 December 31, 2017
 Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total
 (in thousands)
Total assets$10,412
 $4,405
 $14,817
 $12,949
 $1,389
 $14,338
Total liabilities(199,530) (23,505) (223,035) (90,569) (11,076) (101,645)
Net liability$(189,118) $(19,100) $(208,218) $(77,620) $(9,687) $(87,307)
            

During the three months ended June 30, 2017, we impaired certain unproved Delaware Basin leasehold positions totaling $27.0 million that expired during the three months ending June 30, 2017, or are projected to expire between June 30, 2017 and December 31, 2017.  Subsequent to closing the acquisitions in the Delaware Basin, it was determined that development of certain acreage tracts would not meet our internal expectations for acceptable rates of return due to a combination of weakening commodity prices; higher per well development and operational costs; and updated technical analysis.  As a result, we allowed or expect to allow certain acreage to expire, and in other circumstances we were unable to obtain necessary lease term extensions.  

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


The following table presents a reconciliation of our Level 3 assets measured at fair value:
  Three Months Ended June 30, Six Months Ended June 30,
  2018 2017 2018 2017
  (in thousands)
Fair value of Level 3 instruments, net asset (liability) beginning of period $(8,834) $2,316
 $(9,687) $(9,574)
Changes in fair value included in condensed consolidated statement of operations line item:        
Commodity price risk management gain (loss), net (4,701) 9,262
 (6,854) 22,622
Settlements included in condensed consolidated statement of operations line items:        
Commodity price risk management gain (loss), net (5,565) (2,959) (2,559) (4,429)
Fair value of Level 3 instruments, net asset (liability) end of period $(19,100) $8,619
 $(19,100) $8,619
         
Net change in fair value of Level 3 unsettled derivatives included in condensed consolidated statement of operations line item:        
Commodity price risk management gain (loss), net $(15,582) $8,161
 $(9,412) $17,194
         

The significant unobservable input used in the fair value measurement of our derivative contracts is the implied volatility curve, which is provided by a third-party vendor. A significant increase or decrease in the implied volatility, in isolation, would have a directionally similar effect resulting in a significantly higher or lower fair value measurement of our Level 3 derivative contracts. There has been no change in the methodology we apply to measure the fair value of our Level 3 derivative contracts during the periods covered by this report.
Non-Derivative Financial Assets and Liabilities

The carrying value of the financial instruments included in current assets and current liabilities approximate fair value due to the short-term maturities of these instruments.

We utilize fair value on a nonrecurring basis to review our proved crude oil and natural gas properties for possible impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such assets. The fair value of the properties is determined based upon estimated future discounted cash flow, a Level 3 input, using estimated production and prices at which we reasonably expect the crude oil and natural gas will be sold.
The portion of our long-term debt related to our revolving credit facility approximates fair value due to the variable nature of related interest rates. We have not elected to account for the portion of our debt related to our senior notes under the fair value option; however, we have determined an estimate of the fair values based on measurements of trading activity and broker and/or dealer quotes, respectively, which are published market prices, and therefore are Level 2 inputs. The table below presents these estimates of the fair value of the portion of our long-term debt related to our senior notes and convertible notes as of:
  As of June 30, 2018 As of December 31, 2017
  Estimated Fair Value Percent of Par Estimated Fair Value Percent of Par
  (in millions)   (in millions)  
Senior notes:       
 2021 Convertible Notes$209.2
 104.6% $195.6
 97.8%
 2024 Senior Notes408.4
 102.1% 416.0
 104.0%
 2026 Senior Notes599.7
 99.9% 616.5
 102.8%

The carrying value of our capital lease obligations approximates fair value due to the variable nature of the imputed interest rates and the duration of the related vehicle lease.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


Concentration of Risk

Derivative Counterparties. A portion of our liquidity relates to commodity derivative instruments that enable us to manage a portion of our exposure to price volatility from producing crude oil and natural gas. These arrangements expose us to credit risk of nonperformance by our counterparties. We primarily use financial institutions who are also major lenders under our revolving credit facility as counterparties to our commodity derivative contracts. To date, we have had no derivative counterparty default losses. We have evaluated the credit risk of our derivative assets from our counterparties using relevant credit market default rates, giving consideration to amounts outstanding for each counterparty and the duration of each outstanding derivative position. Based on our evaluation, we have determined that the potential impact of nonperformance of our current counterparties on the fair value of our derivative instruments is not significant at June 30, 2018, taking into account the estimated likelihood of nonperformance.

Note Receivable.In 2014, we sold our entire 50 percent ownership interest in PDC Mountaineer, LLC to an unrelated third-party. As part of the consideration, we received a promissory note (the “Promissory Note”) for a principal sum of $39.0 million, bearing variable interest rates. We regularly analyzed the Promissory Note for evidence of collectibility, evaluating factors such as the creditworthiness of the issuer of the Promissory Note and the value of the issuer's assets. Based upon this analysis, during the quarter ended March 31, 2016, we recognized a provision and recorded an allowance for uncollectible notes receivable for the $44.0 million accumulated outstanding balance, including interest. In April 2017, we sold the Promissory Note to an unrelated third-party buyer for approximately $40.2 million in cash. Accordingly, we reversed $40.2 million of the provision for uncollectible notes receivable during the second quarter of 2017.

Cash and Cash Equivalents. We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents potentially subject us to a concentration of credit risk as substantially all of our deposits held in financial institutions were in excess of the FDIC insurance limits at June 30, 2018 and December 31, 2017. We maintain our cash and cash equivalents in the form of money market and checking accounts with financial institutions that we believe are creditworthy and are also major lenders under our revolving credit facility.

NOTE 56 - COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS

Our results of operations and operating cash flows are affected by changes in market prices for crude oil, natural gas and NGLs. To manage a portion of our exposure to price volatility from producing crude oil, natural gas and propane, which is an element of our NGLs, we enter into commodity derivative contracts to protect against price declines in future periods. While we structure these commodity derivatives to reduce our exposure to decreases in commodity prices, they also limit the benefit we might otherwise receive from price increases.
 
We believe our commodity derivative instruments continue to be effective in achieving the risk management objectives for which they were intended. As of June 30, 2017,2018, we had derivative instruments, which were comprised of collars, fixed-price swaps and basis protection swaps, in place for a portion of our anticipated 20172018, 2019 and 2018 production for a total of 12,896 MBbls of crude oil, 82,030 BBtu of natural gas, and 643 MBbls of propane.2020 production. Our commodity derivative contracts have been entered into at no cost to us as we hedge our anticipated production at the then-prevailing commodity market prices, without adjustment for premium or discount.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


As of June 30, 2018, we had the following outstanding derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.
  Collars Fixed-Price Swaps  
Commodity/ Index/
Maturity Period
 
Quantity
(Crude oil -
MBls
Natural Gas - BBtu)
 
Weighted-Average
Contract Price
 
Quantity (Crude Oil - MBbls
Gas and Basis-
BBtu
 Propane - MBbls)
 
Weighted-
Average
Contract
Price
 
Fair Value
June 30,
2018 (1)
(in thousands)
  Floors Ceilings   
Crude Oil            
NYMEX            
2018 1,106.0
 $46.01
 $57.11
 5,636.0
 $52.34
 $(117,210)
2019 1,400.0
 53.57
 65.55
 8,400.0
 53.86
 (99,002)
2020 
 
 
 600.0
 62.50
 343
Total Crude Oil 2,506.0
     14,636.0
   $(215,869)
             
Natural Gas            
NYMEX            
2018 240.0
 $3.00
 $3.90
 27,715.0
 $2.94
 $(541)
2019 
 
 
 8,004.0
 2.78
 (218)
Dominion South            
2018 
 
 
 399.0
 2.12
 12
2019 
 
 
 256.6
 2.13
 7
Total Natural Gas 240.0
     36,396.2
   $(740)
             
Basis Protection - Crude Oil            
Midland Cushing            
2018 
 $
 $
 343.9
 $(0.10) $4,374
Total Basis Protection - Crude Oil 
     343.9
   $4,374
             
Basis Protection - Natural Gas            
CIG            
2018 
 $
 $
 19,612.0
 $(0.42) $6,440
2019 
 
 
 7,924.0
 (0.88) (369)
Waha            
2018 
 
 
 3,425.0
 (0.50) 2,842
Total Basis Protection - Natural Gas 
     30,961.0
   $8,913
             
Propane            
Mont Belvieu            
2018 
 $
 $
 333.4
 $33.97
 $(1,882)
Total Propane 
     333.4
   $(1,882)
             
Rollfactor (2)            
Crude Oil CMA            
2018 
 $
 $
 2,934.3
 $0.13
 $(3,014)
Total Rollfactor 
     2,934.3
   $(3,014)
             
Commodity Derivatives Fair Value       $(208,218)
_____________
(1)
Approximately 29.9 percent of the fair value of our commodity derivative assets and 10.5 percentof the fair value of our commodity derivative liabilities were measured using significant unobservable inputs (Level 3).
(2)These positions hedge the timing risk associated with our physical sales. We generally sell crude oil for the delivery month at a sales price based on the average NYMEX West Texas Intermediate price during that month, plus an adjustment calculated as a spread between the weighted average prices of the delivery month, the next month and the following month during the period when the delivery month is the first month.
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)



We have not elected to designate any of our derivative instruments as cash flow hedges, andhedges; therefore, these instruments do not qualify for hedge accounting. Accordingly, changes in the fair value of our derivative instruments are recorded in the condensed consolidated statements of operations.

The following table presents the balance sheet location and fair value amounts of our derivative instruments on the condensed consolidated balance sheets:
 Fair Value Fair Value
Derivative instruments: Condensed consolidated balance sheet line item June 30, 2017 December 31, 2016
Derivative Instruments:Derivative Instruments: Condensed Consolidated Balance Sheet Line Item June 30, 2018 December 31, 2017
 (in thousands) (in thousands)
Derivative assets:Current    Current    
Commodity derivative contracts Fair value of derivatives $49,540
 $8,490
Basis protection derivative contracts Fair value of derivatives 2,565
 301
 52,105
 8,791
Non-current    Commodity derivative contracts Fair value of derivatives $1,161
 $7,340
Commodity derivative contracts Fair value of derivatives 15,051
 1,123
Basis protection derivative contracts Fair value of derivatives 13,656
 6,998
Basis protection derivative contracts Fair value of derivatives 1,346
 1,263
 14,817
 14,338
 16,397
 2,386
Non-current Fair value of derivatives 
 
Total derivative assetsTotal derivative assets $68,502
 $11,177
Total derivative assets $14,817
 $14,338
        
Derivative liabilities:Current    Current    
Commodity derivative contracts Fair value of derivatives $9,943
 $53,565
Commodity derivative contracts Fair value of derivatives $183,369
 $77,999
Basis protection derivative contracts Fair value of derivatives 195
 30
Basis protection derivative contracts Fair value of derivatives 222
 234
 10,138
 53,595
Rollfactor derivative contracts Fair value of derivatives 3,014
 1,069
Non-current     186,605
 79,302
Commodity derivative contracts Fair value of derivatives 2,311
 27,595
Non-current    
 2,311
 27,595
Commodity derivative contracts Fair value of derivatives 36,283
 22,343
Basis protection derivative contracts Fair value of derivatives 147
 
 36,430
 22,343
Total derivative liabilitiesTotal derivative liabilities $12,449
 $81,190
Total derivative liabilities $223,035
 $101,645
    
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


The following table presents the impact of our derivative instruments on our condensed consolidated statements of operations:

  Three Months Ended June 30, Six Months Ended June 30,
Condensed consolidated statement of operations line item 2017 2016 2017 2016
  (in thousands)
Commodity price risk management gain, net        
Net settlements $12,015
 $53,301
 $12,566
 $120,132
Net change in fair value of unsettled derivatives 45,917
 (146,102) 126,070
 (201,877)
Total commodity price risk management gain, net $57,932
 $(92,801) $138,636
 $(81,745)
         
  Three Months Ended June 30, Six Months Ended June 30,
Condensed Consolidated Statement of Operations Line Item 2018 2017 2018 2017
  (in thousands)
Commodity price risk management gain (loss), net        
Net settlements $(16,408) $12,015
 $(42,446) $12,566
Net change in fair value of unsettled derivatives (99,718) 45,917
 (120,920) 126,070
Total commodity price risk management gain (loss), net $(116,126) $57,932
 $(163,366) $138,636
         

Net settlements of commodity derivatives and net change in fair value of unsettled derivatives decreased for the three and six months ended June 30, 20172018 as compared to the three and six months ended June 30, 2016.  We entered into agreements for2017 as a result of the derivative instruments that settled throughout 2016 prior toincrease in future commodity prices becoming depressedduring the first half of 2018 compared to a decrease during the first half of 2017. Our decrease in late 2014.  Substantially all of these higher-value agreements settled by the end of 2016.  Netnet settlements for the three and six months ended June 30, 2017 reflect2018 was partially offset by an $11.3 million realized gain on the early settlement of certain commodity derivative basis protection positions, including $10.3 million for the early settlement of crude oil basis protection instruments and $1.0 million for the early settlement of natural gas basis protection instruments, both for our Delaware Basin operations. The volumes associated with these instruments were impacted by certain marketing agreements entered into since 2015, which more closely approximate recent realized prices.  Based uponduring the forward strip pricing atthree months ended June 30, 2017, we expect that settlements will continue2018 which eliminated the underlying sale price variability, and therefore there was no longer a variable to be substantially lower in 2017 on a relative basis as compared to those in 2016.hedge.

All of our financial derivative agreements contain master netting provisions that provide for the net settlement of all contracts through a single payment in the event of early termination. We have elected not to offset the fair value positions recorded on our condensed consolidated balance sheets.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


The following table reflects the impact of netting agreements on gross derivative assets and liabilities:
As of June 30, 2017 Derivative instruments, recorded in condensed consolidated balance sheet, gross Effect of master netting agreements Derivative instruments, net
As of June 30, 2018 Derivative Instruments, Gross Effect of Master Netting Agreements Derivative Instruments, Net
 (in thousands) (in thousands)
Asset derivatives:            
Derivative instruments, at fair value $68,502
 $(10,974) $57,528
 $14,817
 $(14,752) $65
            
Liability derivatives:            
Derivative instruments, at fair value $12,449
 $(10,974) $1,475
 $223,035
 $(14,752) $208,283
            
As of December 31, 2016 Derivative instruments, recorded in condensed consolidated balance sheet, gross Effect of master netting agreements Derivative instruments, net
  (in thousands)
Asset derivatives:      
Derivative instruments, at fair value $11,177
 $(10,930) $247
       
Liability derivatives:      
Derivative instruments, at fair value $81,190
 $(10,930) $70,260
       

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)

As of December 31, 2017 Derivative Instruments, Gross Effect of Master Netting Agreements Derivative Instruments, Net
  (in thousands)
Asset derivatives:      
Derivative instruments, at fair value $14,338
 $(14,173) $165
       
Liability derivatives:      
Derivative instruments, at fair value $101,645
 $(14,173) $87,472
       

NOTE 67 - FAIR VALUE OF FINANCIAL INSTRUMENTSPROPERTIES AND EQUIPMENT

DeterminationThe following table presents the components of Fair Valueproperties and equipment, net of accumulated depreciation, depletion and amortization ("DD&A"):

Our fair value measurements are estimated pursuant to a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, giving the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability, and may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The three levels of inputs that may be used to measure fair value are defined as:
 June 30, 2018 December 31, 2017
 (in thousands)
Properties and equipment, net:   
Crude oil and natural gas properties   
Proved$4,944,476
 $4,356,922
Unproved908,271
 1,097,317
Total crude oil and natural gas properties5,852,747
 5,454,239
Infrastructure, pipeline and other127,799
 109,359
Land and buildings12,724
 10,960
Construction in progress294,669
 196,024
Properties and equipment, at cost6,287,939
 5,770,582
Accumulated DD&A(2,095,331) (1,837,115)
Properties and equipment, net$4,192,608
 $3,933,467
    

Level 1 – Quoted prices (unadjusted)The following table presents impairment charges recorded for identical assets or liabilities in active markets.

Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.

Level 3 – Unobservable inputs for the asset or liability, including situations where there is little, if any, market activity.

Derivative Financial Instruments

We measure the fair value of our derivative instruments based upon a pricing model that utilizes market-based inputs, including, but not limited to, the contractual price of the underlying position, current market prices, crude oil and natural gas forward curves, discount rates such as the LIBOR curve for a similar duration of each outstanding position, volatility factors, and nonperformance risk. Nonperformance risk considers the effect of our credit standing on the fair value of derivative liabilities and the effect of our counterparties' credit standings on the fair value of derivative assets. Both inputs to the model are based on published credit default swap rates and the duration of each outstanding derivative position.

We validate our fair value measurement through the review of counterparty statements and other supporting documentation, determination that the source of the inputs is valid, corroboration of the original source of inputs through access to multiple quotes, if available, or other information, and monitoring changes in valuation methods and assumptions. While we use common industry practices to develop our valuation techniques and believe our valuation method is appropriate and consistent with those used by other market participants, changes in our pricing methodologies or the underlying assumptions could result in significantly different fair values.

Our crude oil and natural gas fixed-price swaps are included in Level 2. Our collars, physical sales, and propane fixed-price swaps are included in Level 3. Our basis swaps are included in Level 2 and Level 3. The following table presents, for each applicable level within the fair value hierarchy, our derivative assets and liabilities, including both current and non-current portions, measured at fair value on a recurring basis:properties:

 June 30, 2017 December 31, 2016
 Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total
 (in thousands)
Assets:           
Total assets$58,226
 $10,276
 $68,502
 $6,350
 $4,827
 $11,177
Total liabilities(10,792) (1,657) (12,449) (66,789) (14,401) (81,190)
Net asset (liability)$47,434
 $8,619
 $56,053
 $(60,439) $(9,574) $(70,013)
            
 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017
 (in thousands)

       
Impairment of proved and unproved properties$159,528
 $27,463
 $192,658
 $29,565
Amortization of individually insignificant unproved properties26
 103
 84
 194
Impairment of crude oil and natural gas properties
$159,554
 $27,566
 $192,742
 $29,759
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


During the six months ended June 30, 2018, we recorded impairment charges totaling $192.7 million, including $159.5 million during the three months ended June 30, 2018. During the three months ended June 30, 2018, we identified current and anticipated near-term leasehold expirations within our non-focus areas of the Delaware Basin and made the determination that we would no longer pursue plans to develop these properties. The following table presentsimpaired non-focus leasehold typically has a reconciliationhigher gas to oil ratio and a greater degree of geologic complexity than our Level 3 assets measured at fair value:

  Three Months Ended June 30, Six Months Ended June 30,
  2017 2016 2017 2016
  (in thousands)
Fair value of Level 3 instruments, net asset (liability) beginning of period $2,316
 $73,195
 $(9,574) $91,288
Changes in fair value included in condensed consolidated statement of operations line item:        
Commodity price risk management gain (loss), net 9,262
 (26,422) 22,622
 (20,257)
Settlements included in condensed consolidated statement of operations line items:        
Commodity price risk management gain (loss), net (2,959) (19,398) (4,429) (43,656)
Fair value of Level 3 instruments, net asset end of period $8,619
 $27,375
 $8,619
 $27,375
         
Net change in fair value of Level 3 unsettled derivatives included in condensed consolidated statement of operations line item:        
Commodity price risk management gain (loss), net $8,161
 $(18,210) $17,194
 $(13,105)
         

The significant unobservable input usedother Delaware Basin properties and is further impacted by widening natural gas differentials and increased well development costs. We intend to focus our future Delaware Basin development in the fair value measurement of our derivative contracts is the implied volatility curve, which is provided by a third-party vendor. A significant increase or decrease in the implied volatility, in isolation, wouldoilier core areas where we have a directionallyidentified approximately 450 mid-length lateral equivalent Wolfcamp drilling locations. We continue to explore options for our non-focus areas and monitor them for possible future impairment based on similar effect resulting in a significantly higher or lower fair value measurement of our Level 3 derivative contracts. There has been no change in the methodology we apply to measureanalyses. We determined the fair value of our Level 3 derivative contracts during the periods covered by this report.
Non-Derivative Financial Assets and Liabilities

The carrying value of the financial instruments included in current assets and current liabilities approximate fair value due to the short-term maturities of these instruments.

We utilize fair value on a nonrecurring basis to review our crude oil and natural gas properties and goodwill for possible impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such assets. The fair value of the properties is determined based upon estimated future discounted cash flow, a Level 3 input, using estimated production and prices at which we reasonably expect the crude oil and natural gas will be sold. The fair value

Additionally, we corrected an error in our calculation of the unproved properties and goodwill is determined using either a qualitative method or a quantitative method, both of which utilize market data, a Level 2 input,impairment originally reported in the derivationquarter ended September 30, 2017. The correction of the value estimation.error resulted in an additional impairment charge of $6.3 million, recorded in the three months ended March 31, 2018, which we have included in the impairment of properties and equipment expense line in our condensed consolidated statement of operations. We evaluated the error under the guidance of Accounting Standards Codification 250, Accounting Changes and Error Corrections ("ASC 250"). Based on the guidance in ASC 250, we determined that the impact of the error did not have a material impact on our previously-issued financial statements or those of the period of correction.
        
The portionUtica Shale Divestiture. In March 2018, we completed the disposition of our long-term debtUtica Shale properties (the "Utica Shale Divestiture") for net cash proceeds of approximately $39.0 million. We recorded a loss on sale of properties and equipment of $1.4 million for the six months ended June 30, 2018, which included post-closing adjustments. The divestiture of the Utica Shale properties did not represent a strategic shift in our operations or have a significant impact on our operations or financial results; therefore, we did not account for it as a discontinued operation.
Suspended Well Costs. We have spud one well in the Delaware Basin for which we are unable to make a final determination regarding whether proved reserves can be associated with the well as of June 30, 2018 as the well had not been completed as of that date. Therefore, we have classified the capitalized costs of the well as suspended well costs as of June 30, 2018 while we continue to conduct completion and testing operations to determine the existence of proved reserves.

The following table presents the capitalized exploratory well cost pending determination of proved reserves and included in properties and equipment, net on the condensed consolidated balance sheets:
 Six Months Ended June 30, 2018 Year Ended December 31, 2017
 (in thousands, except for number of wells)
    
Beginning balance$15,448
 $
Additions to capitalized exploratory well costs pending the determination of proved reserves23,443
 51,776
   Reclassifications to proved properties(29,883) (36,328)
   Capitalized exploratory well costs charged to expense
 
Ending balance$9,008
 $15,448
    
Number of wells pending determination at period end1
 3
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


NOTE 8 - OTHER ACCRUED EXPENSES AND OTHER LIABILITIES

Other Accrued Expenses. The following table presents the components of other accrued expenses as of:
  June 30, 2018 December 31, 2017
  (in thousands)
     
Employee benefits $14,609
 $22,383
Asset retirement obligations 15,959
 15,801
Environmental expenses 2,355
 1,374
Other 2,965
 3,429
Other accrued expenses $35,888
 $42,987
     

Other Liabilities. The following table presents the components of other liabilities as of:
  June 30, 2018 December 31, 2017
  (in thousands)
     
Production taxes $28,537
 $50,476
Deferred oil gathering credit 23,115
 
Other 9,965
 6,857
Other liabilities $61,617
 $57,333
     

Deferred Oil Gathering Credit. On January 31, 2018, we received a payment of $24.1 million from Saddle Butte Rockies Midstream, LLC for the execution of an amendment to an existing crude oil purchase and sale agreement signed in December 2017. The amendment was effective contingent upon certain events which occurred in late January 2018. The amendment, among other things, dedicates crude oil from the majority of our Wattenberg Field acreage to Saddle Butte's gathering lines and extends the term of the agreement through December 2029. The payment will be amortized using the straight-line method over the life of the amendment. Amortization charges totaling approximately $0.4 million and $0.7 million for the three and six months ended June 30, 2018 related to the deferred oil gathering credit are included as a reduction to transportation, gathering and processing expenses on our revolving credit facility approximates fair value due to the variable naturecondensed consolidated statements of related interest rates. We have not elected to account for the portionoperations.
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


NOTE 9 - LONG-TERM DEBT

Long-term debt related to our senior notes under the fair value option; however, we have determined an estimateconsisted of the fair valuesfollowing as of:
 June 30, 2018 December 31, 2017
 (in thousands)
Senior notes:   
1.125% Convertible Notes due September 2021:   
Principal amount$200,000
 $200,000
Unamortized discount(26,600) (30,328)
Unamortized debt issuance costs(3,128) (3,615)
Net of unamortized discount and debt issuance costs170,272
 166,057
    
6.125% Senior Notes due September 2024:   
Principal amount400,000
 400,000
Unamortized debt issuance costs(6,080) (6,570)
Net of unamortized debt issuance costs393,920
 393,430
    
5.75% Senior Notes due May 2026:   
Principal amount600,000
 600,000
Unamortized debt issuance costs(7,075) (7,555)
Net of unamortized debt issuance costs592,925
 592,445
    
Total senior notes1,157,117
 1,151,932
    
Revolving credit facility due May 202322,000
 
Total long-term debt, net of unamortized discount and debt issuance costs$1,179,117
 $1,151,932
Senior Notes

2021 Convertible Notes. In September 2016, we issued $200 million of 1.125% convertible notes due September 15, 2021 (the "2021 Convertible Notes") in a public offering. Interest is payable in cash semiannually on each March 15 and September 15. The conversion price at maturity is $85.39 per share. We allocated the gross proceeds of the 2021 Convertible Notes between the liability and equity components of the debt. The initial $160.5 million liability component was determined based on measurements of trading activity and broker and/or dealer quotes, respectively, which are published market prices, and therefore are Level 2 inputs. The table below presents these estimates of the fair value of similar debt instruments, excluding the portionconversion feature, priced on the same day we issued the 2021 Convertible Notes. Approximately $4.8 million in costs associated with the issuance of our long-termthe 2021 Convertible Notes were capitalized as debt related to our senior notes and convertible notes asissuance costs. As of June 30, 2017.2018, the unamortized debt discount will be amortized over the remaining contractual term to maturity of the 2021 Convertible Notes using the effective interest method.
  Estimated Fair Value Percent of Par
  (in millions)  
Senior notes:   
 2021 Convertible Notes$180.8
 90.4%
 2022 Senior Notes520.6
 104.1%
 2024 Senior Notes406.0
 101.5%

The carrying valueUpon conversion, the 2021 Convertible Notes may be settled, at our sole election, in shares of our capital lease obligations approximates fair value duecommon stock, cash, or a combination of cash and shares of our common stock. We have initially elected a combination settlement method to satisfy our conversion obligation, which allows us to settle the variable natureprincipal amount of the imputed2021 Convertible Notes in cash and to settle the excess conversion value, if any, in shares of our common stock, with cash paid in lieu of fractional shares.
2024 Senior Notes.  In September 2016, we issued $400 million aggregate principal amount of 6.125% senior notes due September 15, 2024 (the “2024 Senior Notes”) in a private placement to qualified institutional buyers. In May 2017, in accordance with the registration rights agreement that we entered into with the initial purchasers when we issued the 2024 Senior Notes, we filed a registration statement with the SEC relating to an offer to exchange the 2024 Senior Notes for registered notes with substantially identical terms, and we completed the exchange offer in September 2017. The 2024 Senior Notes accrue interest ratesfrom the date of issuance and interest is payable semi-annually on March 15 and September 15. Approximately $7.8 million in costs associated with the durationissuance of the related vehicle lease.2024 Senior Notes were capitalized as debt issuance costs and are being amortized as interest expense over the life of the notes using the effective interest method.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


Concentration2026 Senior Notes. In November 2017, we issued $600 million aggregate principal amount of Risk5.75% senior notes due May 15, 2026, in a private placement to qualified institutional buyers. In June 2018, in accordance with the registration rights agreement that we entered into with the initial purchasers when we issued the 2024 Senior Notes, we filed a registration statement with the SEC relating to an offer to exchange the 2024 Senior Notes for registered notes with substantially identical terms, and we completed the exchange offer in July 2018. The 2026 Senior Notes accrue interest from the date of issuance and interest is payable semi-annually on May 15 and November 15. The first interest payment occurred on May 15, 2018. Approximately $7.6 million in costs associated with the issuance of the 2026 Senior Notes were capitalized as debt issuance costs and are being amortized as interest expense over the life of the notes using the effective interest method.

Derivative Counterparties.Our wholly-owned subsidiary PDC Permian, Inc. guarantees our obligations under the 2021 Convertible Notes, the 2026 Senior Notes and the 2024 Senior Notes (collectively, the "Notes"). Accordingly, condensed consolidating financial information for PDC and PDC Permian, Inc. is presented in the footnote titled A portionSubsidiary Guarantor.

As of June 30, 2018, we were in compliance with all covenants related to the Notes.

Revolving Credit Facility

In May 2018, we entered into a Fourth Amended and Restated Credit Agreement (the “Restated Credit Agreement”) with certain banks and other lenders, including JPMorgan Chase Bank, N.A. as administrative agent. The Restated Credit Agreement amends and restates our liquidity relatesThird Amended and Restated Credit Agreement dated as of May 21, 2013, as amended. Among other things, the Restated Credit Agreement provides for a maximum credit amount of $2.5 billion, an initial borrowing base of $1.3 billion, an initial elected commitment amount of $700 million and is subject to commodity derivative instruments that enable uscertain limitations under our Notes. In addition, the Restated Credit Agreement extends the maturity date of the facility from May 2020 to manageMay 2023, reflects improved covenant flexibility and certain reductions in interest rates applicable to borrowings under the facility and includes a portion$25.0 million swingline facility.

The revolving credit facility is available for working capital requirements, capital investments, acquisitions, to support letters of our exposurecredit and for general corporate purposes. The borrowing base is based on, among other things, the loan value assigned to price volatility from producingthe proved reserves attributable to our crude oil and natural gas. These arrangements expose usgas interests. The borrowing base is subject to a semi-annual redetermination on November 1 and May 1 based upon quantification of our reserves at June 30 and December 31, and is also subject to a redetermination upon the occurrence of certain events.

The outstanding principal amount under the revolving credit riskfacility accrues interest at a varying interest rate that fluctuates with an alternate base rate (equal to the greatest of nonperformance byJPMorgan Chase Bank, N.A.'s prime rate, the federal funds rate plus a premium and the rate for dollar deposits in the London interbank market (“LIBOR”) for one month plus a premium) or, at our counterparties. We primarily useelection, a rate equal to LIBOR for certain time periods. Additionally, commitment fees, interest margin and other bank fees, charged as a component of interest, vary with our utilization of the facility. As of June 30, 2018, the applicable interest margin is 0.25 percent for the alternate base rate option or 1.25 percent for the LIBOR option, and the unused commitment fee is 0.375 percent. Principal payments are generally not required until the revolving credit facility expires in May 2023, unless the borrowing base falls below the outstanding balance.

The revolving credit facility contains covenants customary for agreements of this type, with the most restrictive being certain financial institutions who are also major lenders undertests on a quarterly basis. The financial tests, as defined per the revolving credit facility, include requirements to: (a) maintain a minimum current ratio of 1.0:1.0 and (b) not exceed a maximum leverage ratio of 4.0:1.0. As of June 30, 2018, we were in compliance with all the revolving credit facility covenants.

As of June 30, 2018 and December 31, 2017, debt issuance costs related to our revolving credit facility as counterparties to our commodity derivative contracts. An insignificant portionwere $9.0 million and $6.2 million, respectively, and are included in other assets on the condensed consolidated balance sheets. As of our commodity derivative instruments may be with other counterparties. To date, we have had no derivative counterparty default losses. We have evaluatedJune 30, 2018, the credit risk of our derivative assets from our counterparties using relevant credit market default rates, giving consideration to amountsweighted-average interest rate on the outstanding for each counterparty and the duration of each outstanding derivative position. Basedbalance on our evaluation, we have determined thatrevolving credit facility, exclusive of fees on the potential impactunused commitment, was 5.4 percent.
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


NOTE 10 - CAPITAL LEASES

We periodically enter into non-cancelable lease agreements for vehicles utilized by our operations and field personnel. These leases are being accounted for as capital leases as the present value of our current counterparties onminimum monthly lease payments, including the residual value guarantee, exceeds 90 percent of the fair value of our derivative instruments is not significantthe leased vehicles at June 30, 2017, taking into accountinception of the estimated likelihoodlease.
The following table presents vehicles under capital lease as of:

 June 30, 2018 December 31, 2017
  (in thousands)
Vehicles $6,842
 $6,249
Accumulated depreciation (2,654) (1,882)
  $4,188
 $4,367
Future minimum lease payments by year and in the aggregate, under non-cancelable capital leases with terms of nonperformance.one year or more, consist of the following:
For the Twelve Months Ending June 30, Amount
  (in thousands)
2019 $2,036
2020 2,160
2021 966
  5,162
Executory cost (267)
Amount representing interest (582)
Present value of minimum lease payments $4,313
   
Short-term capital lease obligations $1,746
Long-term capital lease obligations 2,567
  $4,313

CashShort-term capital lease obligations are included in other accrued expenses on the condensed consolidated balance sheets and Cash Equivalents. We consider all highly liquid instruments purchased with an original maturitylong-term capital lease obligations are included in other liabilities on the condensed consolidated balance sheets.

PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017. We maintain our cash and cash equivalents in the form of money market and checking accounts with financial institutions that we believe are creditworthy and are also major lenders under our revolving credit facility.2018
(unaudited)


Notes Receivable. In October 2014, we sold our entire 50 percent ownership interest in PDC Mountaineer, LLC to an unrelated third-party. As part of the consideration, we received a promissory note (the “Promissory Note”) for a principal sum of $39.0 million, bearing varying interest rates. The interest was to be paid quarterly, in arrears and at the option of the issuer, could be paid-in-kind (“PIK Interest”) and any such PIK Interest would be subject to the then current interest rate.

We regularly analyzed the Promissory Note for evidence of collectability, evaluating factors such as the creditworthiness of the issuer of the Promissory Note and the value of the underlying assets that secure the Promissory Note. Based upon this analysis, during the quarter ended March 31, 2016, we recognized a provision and recorded an allowance for uncollectible notes receivable for the $44.0 million accumulated outstanding balance, including interest. Commencing in the second quarter of 2016, we ceased recognizing interest income on the Promissory Note and began accounting for the interest on the Promissory Note under the cash basis method.

We performed this analysis as of March 31, 2017 and evaluated preliminary 2016 year-end financial statements of the note issuer which were available at such time, related information about the operations of the issuer, and existing market conditions for natural gas. Based upon this evaluation, it was determined that collection of the Promissory Note and PIK Interest continued to be doubtful and the full valuation allowance on the Promissory Note remained appropriate as of that date. This evaluation assumed repayment of the Promissory Note would be made exclusively from the existing operations of the issuer of the Promissory Note based on the latest available information.

In April 2017, we sold the Promissory Note to an unrelated third-party buyer for approximately $40.2 million in cash. The sales agreement transferred all of our legal rights to collect from the issuer of the Promissory Note. Accordingly, we reversed $40.2 million of the provision for uncollectible notes receivable during the three months ended June 30, 2017.

NOTE 711 - INCOME TAXES

We evaluate and update our estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Consequently, based upon the mix and timing of our actual annual earnings compared to annual projections, our effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The quarterly income tax provision is generally comprised of tax expense on income or benefit on loss at the most recent estimated annual effective income tax rate, adjusted for the effect of discrete items.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


The effective income tax rates for the three and six months ended June 30, 2017 was 37.3 percent2018 and 36.8 percent expense on income, respectively, compared to 37.9 percent and 37.5 percent benefit on loss for the three and six months ended June 30, 2016. The effective income tax rates for the three and six months ended June 30, 2017 include discrete income tax benefits of $0.2 million and $1.8 million relating to the excess income tax basis recognized with the vesting of stock awards during the three and six months ended June 30, 2017, which resulted in a 0.3 percent and 1.3 percent reduction to our effective income tax rates.

The effective income tax rates for the three and six months ended June 30, 2017 are based upon a full year forecasted tax provisionbenefit on loss and a full year forecasted tax expense on income, and are greater thanrespectively. The effective income tax rates differs from the statutory federal income tax rate, primarily due to state income taxes, stock-based compensation, nondeductible officers’ compensation and nondeductible lobbying expenses, partially offset by stock-based compensationexpenses. In addition, federal tax deductions.credits impacted the effective income tax rate for the three and six months ended June 30, 2018. We anticipate the potential for increased periodic volatility in future effective income tax rates from the impact of stock-based compensation tax deductions as they are treated as discrete tax items.

The effective income tax rates for the three and six months ended June 30, 2016,2018 were based upon a full year forecasted income tax22.0 percent and 22.3 percent benefit on loss, respectively, compared to 37.3 percent and were greater than the statutory federal36.8 percent expense on income tax rate, primarily due to state income taxes and percentage depletion, partially offset by nondeductible officers’ compensation and nondeductible lobbying expenses. There were no significant discrete income tax items recorded duringfor the three and six months ended June 30, 2016.2017, respectively. The federal corporate statutory income tax rate decreased from 35 percent in 2017 to 21 percent in 2018 resulting from the 2017 Tax Cuts and Jobs Act (the "2017 Tax Act").

As of June 30, 2017,2018, there is no liability for unrecognized income tax benefits. As of the date of this report, we are current with our income tax filings in all applicable state jurisdictions and are not currently under any state income tax examinations. We continue to voluntarily participate in the Internal Revenue Service's ("IRS") Compliance Assurance Program for the 20162017 and 20172018 tax years, andyears. We have received final acceptance of our 20152016 federal income tax return during the six months ended June 30, 2017.

NOTE 8 - LONG-TERM DEBT

Long-term debt consisted of the following as of:
 June 30, 2017 December 31, 2016
 (in thousands)
Senior notes:   
1.125% Convertible Notes due 2021:   
Principal amount$200,000
 $200,000
Unamortized discount(33,952) (37,475)
Unamortized debt issuance costs(4,103) (4,584)
1.125% Convertible Notes due 2021, net of unamortized discount and debt issuance costs161,945
 157,941
    
7.75% Senior Notes due 2022:   
Principal amount500,000
 500,000
Unamortized debt issuance costs(5,882) (6,443)
7.75% Senior Notes due 2022, net of unamortized debt issuance costs494,118
 493,557
    
6.125% Senior Notes due 2024:   
Principal amount400,000
 400,000
Unamortized debt issuance costs(7,060) (7,544)
6.125% Senior Notes due 2024, net of unamortized debt issuance costs392,940
 392,456
    
Total senior notes1,049,003
 1,043,954
    
Revolving credit facility
 
Total long-term debt, net of unamortized discount and debt issuance costs$1,049,003
 $1,043,954
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


Senior Notes

2021 Convertible Notes. In September 2016, we issued $200 million of 1.125% convertible senior notes due 2021 (the "2021 Convertible Notes") in a public offering. The maturity for the payment of principal is September 15, 2021. Interest at the rate of 1.125% per year is payable in cash semiannually in arrears on each March 15 and September 15. The conversion stock price at maturity is $85.39 per share. We allocated the gross proceeds of the 2021 Convertible Notes between the liability and equity components of the debt. The initial $160.5 million liability component was determined based on the fair value of similar debt instruments, excluding the conversion feature, priced on the same day we issued the 2021 Convertible Notes. Approximately $4.8 million in costs associated with the issuance of the 2021 Convertible Note have been capitalized as debt issuance costs. As of June 30, 2017, the unamortized debt discount will be amortized over the remaining contractual term to maturity of the 2021 Convertible Notes using an effective interest rate of 5.8 percent.
Upon conversion, the 2021 Convertible Notes may be settled, at our sole election, in shares of our common stock, cash, or a combination of cash and shares of our common stock. We have initially elected a combination settlement method to satisfy our conversion obligation, which allows us to settle the principal amount of the 2021 Convertible Notes in cash and to settle the excess conversion value, if any, in shares of our common stock, as well as cash in lieu of fractional shares.
2022 Senior Notes. In October 2012, we issued $500 million aggregate principal amount 7.75% senior notes due October 15, 2022 (the “2022 Senior Notes”). The 2022 Senior Notes accrue interest from the date of issuance and interestIRS; however, this return is payable semi-annually in arrears on April 15 and October 15. Approximately $11.0 million in costs associated withgoing through the issuance of the 2022 Senior Notes have been capitalized as debt issuance costs and are being amortized as interest expense over the life of the notes using the effective interest method.

2024 Senior Notes.  In September 2016, we issued $400 million aggregate principal amount of 6.125% senior notesJoint Tax Committee review process due September 15, 2024 (the “2024 Senior Notes”) in a private placement to qualified institutional buyers. In May 2017, in accordance with the registration rights agreement that we entered into with the initial purchasers when we issued the 2024 Senior Notes, we filed a registration statement with the SEC relating to an offer to exchange the 2024 Senior Notes for registered notes with substantially identical terms. The 2024 Senior Notes accrue interest from the date of issuance and interest is payable semi-annually in arrears on March 15 and September 15. Approximately $7.8 million in costs associated with the issuance of the 2024 Senior Notes have been capitalized as debt issuance costs and are being amortized as interest expense over the life of the notes using the effective interest method.

In January 2017, pursuant to the filing of supplemental indentures for the 2021 Convertible Notes, 2022 Senior Notes, and the 2024 Senior Notes (collectively, the "Notes"), our wholly-owned subsidiary, PDC Permian, Inc., became a guarantor of our obligations under the Notes. Accordingly, condensed consolidating financial information for PDC and PDC Permian, Inc. is presented in the footnote titled Subsidiary Guarantor.

As of June 30, 2017, we were in compliance with all covenants related to the Notes, and expect to remain in compliance throughout the next 12-month period.

Revolving Credit Facility

Revolving Credit Facility. The revolving credit facility is available for working capital requirements, capital investments, acquisitions, general corporate purposes and to support letters of credit. The revolving credit facility matures in May 2020 and provides for a maximum of $1 billion in allowable borrowing capacity, subject to the borrowing base and certain limitations under our senior notes. The borrowing base is based on, among other things, the loan value assigned to the proved reserves attributable to our crude oil and natural gas interests. The borrowing base is subject to a semi-annual redetermination on November 1 and May 1 based upon quantification of our reserves at June 30 and December 31, and is also subject to a redetermination upon the occurrence of certain events. The revolving credit facility is secured by a pledge of the stock of certain of our subsidiaries, mortgages of certain producing crude oil and natural gas properties and substantially all of our and such subsidiaries' other assets. Our affiliated partnerships are not guarantors of our obligations under the revolving credit facility.

In May 2017, we entered into a Fifth Amendment to the Third Amended and Restated Credit Agreement. The amendment, among other things, amends the revolving credit facility to reflect an increase in the borrowing base from $700 million to $950 million. We have elected to maintain a $700 million commitment level as of the date of this report. In
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


addition, the Fifth Amendment made changes to certain of the financial and non-financial covenants in the existing agreement, as well as other administrative changes.

As of June 30, 2017 and December 31, 2016, debt issuance costs related to our revolving credit facility were $7.5 million and $8.8 million, respectively, and are included in other assets on the condensed consolidated balance sheets. We had no outstanding balance on our revolving credit facility as of June 30, 2017 or December 31, 2016. The outstanding principal amount under the revolving credit facility accrues interest at a varying interest rate that fluctuates with an alternate base rate (equal to the greatest of JPMorgan Chase Bank, N.A.'s prime rate, the federal funds rate plus a premium and the rate for dollar deposits in the London interbank market (“LIBOR”) for one month plus a premium), or at our election, a rate equal to LIBOR for certain time periods. Additionally, commitment fees, interest margin, and other bank fees, charged as a component of interest, vary with our utilization of the facility. As of June 30, 2017, the applicable interest margin is 1.25 percent for the alternate base rate option or 2.25 percent for the LIBOR option, and the unused commitment fee is 0.50 percent. No principal payments are generally required until the revolving credit facility expires in May 2020, or in the event that the borrowing base falls below the outstanding balance.

The revolving credit facility contains covenants customary for agreements of this type, with the most restrictive being certain financial tests on a quarterly basis. The financial tests, as defined per the revolving credit facility, include requirements to: (a) maintain a minimum current ratio of 1.0:1.0 and (b) not exceed a maximum leverage ratio of 4.0:1.0. As of June 30, 2017, we were in compliance with all the revolving credit facility covenants and expect to remain in compliance throughout the next 12-month period. As defined by the revolving credit facility, our current ratio was 3.3 and our leverage ratio was 1.9 as of June 30, 2017.

In May 2017, we replaced our $11.7 million irrevocable standby letter of credit that we held in favor of a third-party transportation service provider for surety of an existing firm transportation obligation with a $9.3 million deposit, which is classified as restricted cash and is included in other assets on the condensed consolidated balance sheet. As of June 30, 2017, available funds under our revolving credit facility were $700 million based on our elected commitment level.
NOTE 9 - OTHER ACCRUED EXPENSES

Other Accrued Expenses. The following table presents the components of other accrued expenses as of:

  June 30, 2017 December 31, 2016
  (in thousands)
     
Employee benefits $12,148
 $22,282
Asset retirement obligations 12,938
 9,775
Other 4,853
 6,568
Other accrued expenses $29,939
 $38,625
     

NOTE 10 - CAPITAL LEASES

We periodically enter into non-cancelable lease agreements for vehicles utilized by our operations and field personnel. These leases are being accounted for as capital leases, as the present value of minimum monthly lease payments, including the residual value guarantee, exceeds 90 percent of the fair value of the leased vehicles at inception of the lease.
The following table presents vehicles under capital lease as of:

 June 30, 2017 December 31, 2016
  (in thousands)
Vehicles $5,097
 $2,975
Accumulated depreciation (1,240) (776)
  $3,857
 $2,199
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


Future minimum lease payments by year and in the aggregate, under non-cancelable capital leases with terms of one year or more, consist of the following:
For the Twelve Months Ending June 30, Amount
  (in thousands)
2018 $1,836
2019 1,527
2020 1,195
  4,558
Less executory cost (189)
Less amount representing interest (491)
Present value of minimum lease payments $3,878
   
Short-term capital lease obligations $1,474
Long-term capital lease obligations 2,404
  $3,878

Short-term capital lease obligations are included in other accrued expenses on the condensed consolidated balance sheets and long-term capital lease obligations are included in other liabilities on the condensed consolidated balance sheets.

tax refunds requested.

NOTE 1112 - ASSET RETIREMENT OBLIGATIONS

The following table presents the changes in carrying amounts of the asset retirement obligations associated with our working interests in crude oil and natural gas properties:
 Amount
 (in thousands)
  
Balance at December 31, 2016$92,387
Obligations incurred with development activities2,415
Accretion expense3,434
Obligations discharged with asset retirements(7,431)
Balance at June 30, 201790,805
Less current portion(12,938)
Long-term portion$77,867
  
 Amount
 (in thousands)
  
Balance at December 31, 2017$87,306
Obligations incurred with development activities1,517
Obligations incurred with acquisition4,687
Accretion expense2,573
Revisions in estimated cash flows42
Obligations discharged with asset retirements and divestiture(6,617)
Balance at June 30, 201889,508
Current portion(15,959)
Long-term portion$73,549
  
Our estimated asset retirement obligations liability is based on historical experience in plugging and abandoning wells, estimated economic lives and estimated plugging and abandonment costs considering federal and state regulatory requirements in effect. The liability is discounted using the credit-adjusted risk-free rate estimated at the time the liability is incurred or revised. As of June 30, 2017,To the credit-adjusted risk-free rates usedextent future revisions to discount our plugging and abandonment liabilities ranged from 6.5 percent to 8.2 percent. In periods subsequent to initial measurementthese assumptions impact the present value of the existing asset retirement obligations liability, we must recognize period-to-period changesa corresponding adjustment is made to the properties and equipment balance. Changes in the liability resulting fromdue to the passage of time revisions to eitherare recognized as an increase in the carrying amount of the original estimate of undiscounted cash flows or changes in inflation factors,liability and changes to our credit-adjusted risk-free rate as market conditions warrant.corresponding accretion expense. Short-term asset retirement obligations are included in other accrued expenses on the condensed consolidated balance sheets.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


NOTE 1213 - COMMITMENTS AND CONTINGENCIES

Firm Transportation and Processing Agreements. We enter into contracts that provide firm transportation and processing on pipeline systems through which we transport or sell crude oil and natural gas. Satisfaction of the volume requirements includes volumes produced by us, purchased from third parties and produced by our affiliated partnerships and other third-party working, royalty and overriding royalty interest owners whose volumes we market on their behalf. Our condensed consolidated statements of operations reflect our share of these firm transportation and processing costs. These contracts require us to pay these transportation and processing charges whether or not the required volumes are delivered.
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)



The following table presents gross volume information related to our long-term firm transportation and processing agreements for pipeline capacity:
 For the Twelve Months Ending June 30,    For the Twelve Months Ending June 30,   
Area 2018 2019 2020 2021 2022 and
Through
Expiration
 Total Expiration
Date
 2019 2020 2021 2022 2023 and
Through
Expiration
 Total Expiration
Date
                            
Natural gas (MMcf)                          
Wattenberg Field 
 9,734
 18,849
 18,798
 79,979
 127,360
 March 31, 2026 13,124
 29,820
 31,025
 31,025
 106,537
 211,531
 April 30, 2026
Delaware Basin 14,600
 14,600
 14,640
 7,360
 
 51,200
 December 31, 2020 41,637
 21,960
 7,360
 
 
 70,957
 December 31, 2020
Gas Marketing 7,117
 7,117
 7,136
 7,117
 8,021
 36,508
 August 31, 2022 7,117
 7,136
 7,117
 6,875
 1,147
 29,392
 August 31, 2022
Utica Shale 2,737
 2,737
 2,745
 2,737
 5,709
 16,665
 July 22, 2023
Total 24,454
 34,188
 43,370
 36,012
 93,709
 231,733
  61,878
 58,916
 45,502
 37,900
 107,684
 311,880
 
                          
Crude oil (MBbls)                          
Wattenberg Field 2,413
 2,414
 2,420
 
 
 7,247
 June 30, 2020 4,238
 4,860
 5,475
 5,475
 4,560
 24,608
 April 30, 2023
Delaware Basin 5,822
 8,740
 8,398
 8,030
 12,078
 43,068
 December 31, 2023
Total 10,060
 13,600
 13,873
 13,505
 16,638
 67,676
 
                          
Dollar commitment (in thousands) $18,583
 $28,104
 $36,564
 $22,665
 $81,560
 $187,476
  $80,377
 $92,045
 $71,309
 $70,248
 $150,493
 $464,472
 

Wattenberg Field.In December 2016, in anticipation of our future drilling activities in the Wattenberg Field, we have entered into atwo facilities expansion agreementagreements with our primary midstream provider to expand and improve its natural gas gathering pipelines and processing facilities. The midstream provider is expected to construct a newcompleted and turned on line the first of the two 200 MMcfd cryogenic plant.plants in August 2018. The second plant is currently scheduled to be completed in the second quarter of 2019. We will beare bound to the volume requirements in this agreementthese agreements on the first day of the calendar month afterfollowing the actual in-service date of the plant, which in the above table is estimated to be in October 2018. The agreement requires arelevant plant. Both agreements require baseline volume commitment,commitments, consisting of our gross wellhead volume delivered in November 2016 to this midstream provider, and an incremental wellhead volume commitmentcommitments of 51.5 MMcfd and 33.5 MMcfd for the first and second agreements, respectively, for seven years. We may be required to pay a shortfall feefees for any volumes under the 51.5 MMcfd and 33.5 MMcfd incremental commitment.commitments. Any shortfall of thisin these volume commitmentcommitments may be offset by additional third partyother producers’ volumes sold to the midstream provider that are greater than a certain total baseline volume. We are also required for the first three years of the contractcontracts to guarantee a certain target profit margin to the midstream provider on these incremental volumes. We currently expect that our future development planplans will supportmeet both the utilization ofbaseline and incremental volumes and we believe that capacity.the contractual target profit margin will be achieved with minimal payment from us, if any.

In April 2017,2018, we entered into two five-year firm transportation agreements, effective May 1, 2018, with a transportation service agreement for deliverythird-party crude oil pipeline company to transport 15,000 barrels of 40,000 dekathermscrude oil per day from our Wattenberg Field via pipeline to Cushing, Oklahoma, and other area refineries.

Delaware Basin. In May 2018, we entered into two firm sales agreements that is effective from June 1, 2018 through December 31, 2023 for an initial 11,400 barrels of crude oil per day and incrementally increasing to 26,400 barrels of crude oil per day with an integrated marketing company for our crude oil production in the Delaware Basin. These agreements are expected to provide price diversification through realization of export market pricing via a Corpus Christi terminal and exposure to Brent-weighted prices.

Commodity Sales. For the three and six months ended June 30, 2018, commitments for long-term transportation volumes, net to our interest, for Wattenberg Field crude oil and Delaware Basin natural gas production to the Waha market hub in West Texas. were $2.6 million and $5.2
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


million, respectively, and in accordance with the guidance in the New Revenue Standard, were netted against our crude oil and natural gas sales in our condensed consolidated statements of operations. For each of the three and six months ended June 30, 2017, commitments for long-term transportation volumes net to our interest, for Wattenberg Field crude oil Delaware Basin natural gas, and Utica Shale natural gas were $2.6 million and $4.8 million, respectively, and were recorded in transportation, gathering and processing expense in our condensed consolidated statements of operations. For each of the three and six months ended June 30, 2016,The commitments for long-term transportation volumes for Wattenberg Field crude oil and Utica Shale natural gas were $2.3 million and $4.7 million, respectively.

During the three and six months ended June 30, 2017 long-term firm transportation costs forwould have been netted against our crude oil and natural gas marketing business associatedsales in accordance with the commitments shown above were $0.9 million and $1.7 million, respectively, and were recorded in other expenses in our condensed consolidated statements of operations. During the three and six months ended June 30, 2016, long-term firm transportation costs for our gas marketing business associated with the commitments shown above were $0.9 million and $1.7 million, respectively.New Revenue Standard.

Litigation and Legal Items. The Company isWe are involved in various legal proceedings. The Company reviewsWe review the status of these proceedings on an ongoing basis and, from time to time, may settle or otherwise resolve these matters on terms and conditions that management believes are in theour best interests of the Company. Management hasinterests. We have provided the necessary estimated accruals in the accompanying balance sheets where deemed appropriate for litigation and legal related items that are ongoing and not yet concluded. However, the liability ultimately incurred with respect to a matter may exceed the related accrual. Although the results cannot be known with certainty, we currently believe that the ultimate results of such proceedings will not have a material adverse effect on our financial position, results of operations or liquidity.
TableAction Regarding Partnerships. In December 2017, we received an action entitled Dufresne, et al. v. PDC Energy, et al., filed in the United States District Court for the District of contents
Colorado. The complaint states that it is a derivative action brought by a number of limited partner investors seeking to assert claims on behalf of our two affiliated partnerships, Rockies Region 2006 LP and Rockies Region 2007 LP, against PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


and includes claims for breach of fiduciary duty and breach of contract. The plaintiffs also included claims against two of our senior officers for alleged breach of fiduciary duty. The lawsuit accuses PDC, as the managing general partner of the two partnerships, of, among other things, failing to maximize the productivity of the partnerships’ crude oil and natural gas wells. We filed a motion to dismiss the lawsuit on February 1, 2018, on the grounds that the complaint is deficient, including because the plaintiffs failed to allege that PDC refused a demand to take action on their claims. On March 14, 2018, the motion was denied as moot by the court because the plaintiffs requested leave to amend their complaint. In late April 2018, the plaintiffs filed an amendment to their complaint. Such amendment primarily alleges additional facts to support the plaintiffs’ claims and purports to add direct class action claims in addition to the original derivative claims. The amendment also adds three new individual defendants, all of whom are currently independent members of our Board of Directors. We moved to dismiss the claims against the individuals named as defendants and in response, the plaintiffs filed a second amended complaint on July 10, 2018. We filed a motion to dismiss this second amended complaint and the claims against the individuals named as defendants on July 31, 2018. We are currently unable to estimate any potential damages resulting from this lawsuit.

Environmental.Due to the nature of the natural gas and oil industry, we are exposed to environmental risks. We have various policies and procedures to minimize and mitigate the risks from environmental contamination. We conduct periodic reviews and simulated drills to identify changes in our environmental risk profile. Liabilities are recorded when environmental damages resulting from past events are probable and the costs can be reasonably estimated. Except as discussed herein, we are not aware of any material environmental claims existing as of June 30, 20172018 which have not been provided for or would otherwise have a material impact on our financial statements; however, there can be no assurance that current regulatory requirements will not change or that unknown potential past non-compliance with environmental laws or other environmental liabilities will not be discovered on our properties. However, the liability ultimately incurred with respect to a matter may exceed the related accrual. Accrued environmental liabilities are recorded in other accrued expenses on the condensed consolidated balance sheets. The liability ultimately incurred with respect to a matter may exceed the related accrual.

Clean Air Act Agreement and Related Consent Decree. In August 2015, we received a Clean Air Act Section 114 Information Request (the "Information Request") from the U.S. Environmental Protection Agency ("EPA"). The Information Request sought, among other things, information related to the design, operation and maintenance of our Wattenberg Field production facilities in the Denver-Julesburg Basin of Colorado.Colorado ("DJ Basin"). The Information Request focusesfocused on historical operation and design information for 46 of our production facilities and asks that we conductrequested sampling and analyses at the identified 46 facilities. We responded to the Information Request with the requested data in January 2016.
 
In addition, in December 2015, we received a Compliance Advisory pursuant to C.R.S. 25-7-115(2) from the Colorado Department of Public Health and Environment's (“CDPHE”) Air Quality Control Commission's Air Pollution Control Division alleging that we failed to design, operate and maintain certain condensate collection, storage, processing and handling operations to minimize leakage of volatile organic compounds at 65 facilities consistent with applicable standards under Colorado law.

For more than a year, we held a series
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


In June 2017, the EPA,U.S. Department of Justice, (“DOJ”) and CDPHE on the above matters. On June 26, 2017, the DOJ on behalf of the EPA and the Statestate of Colorado, filed a complaint against us based onin the U.S. District Court for the District of Colorado, claiming that we failed to operate and maintain certain condensate collection facilities at 65 facilities so as to minimize leakage of volatile organic compounds in compliance with applicable law. In October 2017, we entered into a consent decree to resolve the lawsuit and the above matters.referenced Compliance Advisory. Pursuant to the consent decree, we agreed to implement a variety of operational enhancements and mitigation and similar projects, including vapor control system modifications and verification, increased inspection and monitoring and installation of tank pressure monitors. The three primary elements of the consent decree are: (i) fine/supplemental environmental projects ($1.5 million cash fine, plus $1 million in supplemental environmental projects) of which the cash fines were paid in the first quarter of 2018 and the environmental projects have been accrued in other accrued expenses on our consolidated balance sheet as of June 30, 2018, (ii) injunctive relief with an estimated cost of approximately $18 million, primarily representing capital enhancements to our operations and (iii) mitigation with an estimated cost of $1.7 million. We continue to schedule meetingsincur costs associated with these agencies in working toward a resolutionactivities. If we fail to comply fully with the requirements of the matters. The ultimate outcome relatedconsent decree with respect to those matters, we could be subject to additional liability. In addition, we could be the subject of other enforcement actions by regulatory authorities in the future relating to our past, present or future operations. We do not believe that the expenditures resulting from the settlement will have a material adverse effect on our consolidated financial statements.

We are in the process of implementing a program to comply with the consent decree. In July 2018, we identified certain immaterial deficiencies in our implementation of the program. We have reported these combined actions isimmaterial deficiencies to the appropriate authorities and are in the process of remediating them. We do not known at this time. believe that any sanctions associated with these deficiencies will have a material effect on our financial condition or results of operations, but they may exceed $100,000.  


NOTE 1314 - COMMON STOCK

Sale of Equity SecuritiesStock-Based Compensation Plans

During December 2016, we issued 9.4 million2018 Equity Incentive Plan. In May 2018, our stockholders approved a long-term equity compensation plan for our employees and non-employee directors (the “2018 Plan”). The 2018 Plan provides for a reserve of 1,800,000 shares of our common stock as partial consideration for 100 percentthat may be issued pursuant to awards under the 2018 Plan and a term that expires in March 2028. Shares issued may be either authorized but unissued shares, treasury shares or any combination. Additionally, the 2018 Plan permits the reuse or reissuance of shares of common stock which were canceled, expired, forfeited, or paid out in the form of cash. Shares tendered or withheld to satisfy the exercise price of options or tax withholding obligations, and shares covering the portion of exercised stock-settled stock appreciation rights ("SARs") (regardless of the commonnumber of shares actually delivered), count against the share limit. Awards may be issued in the form of options, SARs, restricted stock, restricted stock units ("RSUs"), performance stock units ("PSUs") and other stock-based awards. Awards may vest over periods set at the discretion of Arris Petroleum and for the acquisition of certain Delaware Basin properties. Pursuant to the terms of previously-disclosed lock-up agreements, these shares were restricted for sale. The lock-up period ended on June 4, 2017. We have registered the 9.4 million sharesCompensation Committee of our common stockBoard of Directors (the "Compensation Committee") with certain minimum vesting periods. With regard to SARs, awards have a maximum exercisable period of ten years.
2010 Long-Term Equity Compensation Plan. Our Amended and Restated 2010 Long-Term Equity Compensation Plan, which was most recently approved by stockholders in 2013 (as the same has been amended and restated from time to time, the "2010 Plan"), will remain outstanding and we may use the 2010 Plan to grant awards. However, the share reserve of the 2010 Plan is nearly depleted. As of June 30, 2018, there were 256,059 shares available for resale.grant under the 2010 Plan. 
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)

Stock-Based Compensation Plans

The following table provides a summary of the impact of our outstanding stock-based compensation plans on the results of operations for the periods presented:

  Three Months Ended June 30, Six Months Ended June 30,
  2017 2016 2017 2016
  (in thousands)
         
Stock-based compensation expense $5,372
 $6,444
 $9,826
 $11,126
Income tax benefit (2,010) (2,452) (3,676) (4,233)
Net stock-based compensation expense $3,362
 $3,992
 $6,150
 $6,893
         

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


  Three Months Ended June 30, Six Months Ended June 30,
  2018 2017 2018 2017
  (in thousands)
         
Stock-based compensation expense $5,518
 $5,372
 $10,779
 $9,826
Income tax benefit (1,323) (2,010) (2,584) (3,676)
Net stock-based compensation expense $4,195
 $3,362
 $8,195
 $6,150
         
Stock Appreciation Rights

The stock appreciation right ("SARs")SARs vest ratably over a three-year period and may be exercised at any point after vesting through ten years from the date of issuance. Pursuant to the terms of the awards, upon exercise, the executive officers will receive, in shares of common stock, the excess of the market price of the award on the date of exercise over the market price of the award on the date of issuance.

The Compensation Committee of our Board of Directors No SARs were awarded SARs to our executive officersor expired during the three and six months ended June 30, 2017 and 2016. The fair value of each SAR award was estimated on the date of grant using a Black-Scholes pricing model using the following assumptions:

 Six Months Ended June 30,
 2017 2016
    
Expected term of award (in years)6
 6
Risk-free interest rate2.0% 1.8%
Expected volatility53.3% 54.5%
Weighted-average grant date fair value per share$38.58
 $26.96

The expected term of the award was estimated using historical stock option exercise behavior data. The risk-free interest rate was based on the U.S. Treasury yields approximating the expected life of the award in effect at the time of grant. Expected volatilities were based on our historical volatility. We do not expect to pay or declare dividends in the foreseeable future.2018.
    
The following table presents the changes in our SARs for the six months ended June 30, 2017:

 Number of
SARs
 Weighted-Average
Exercise
Price
 Average Remaining Contractual
Term (in years)
 
Aggregate Intrinsic
Value
(in thousands)
Outstanding at December 31, 2016244,078
 $41.36
 6.9
 $7,620
Awarded54,142
 74.57
 
 
Outstanding at June 30, 2017298,220
 47.39
 7.0
 1,158
Exercisable at June 30, 2017186,248
 39.38
 5.8
 1,093

Total compensation cost related to non-vested SARs granted and not yet recognized in our condensed consolidated statement of operations as of June 30, 20172018 was $2.8$1.2 million. The cost is expected to be recognized over a weighted-average period of 2.11.3 years.
    
Restricted Stock Awards

Time-Based Awards. The fair value of the time-based restricted sharesRSUs is amortized ratably over the requisite service period, primarily three years. The time-based shares generally vest ratably on each anniversary following the grant date provided that a participant is continuously employed.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


The following table presents the changes in non-vested time-based awardsRSUs to all employees, including executive officers, for the six months ended June 30, 2017:2018:
Shares Weighted-Average
Grant Date
Fair Value
Shares Weighted-Average
Grant Date
Fair Value per Share
      
Non-vested at December 31, 2016479,642
 $56.09
Non-vested at December 31, 2017472,132
 $60.23
Granted248,946
 67.02
373,788
 49.73
Vested(202,427) 56.43
(208,060) 58.49
Forfeited(5,311) 67.20
(26,878) 58.12
Non-vested at June 30, 2017520,850
 61.06
Non-vested at June 30, 2018610,982
 54.49
      

The following table presents the weighted-average grant date fair value per share and related information as of/for the periods presented:
 Six Months Ended June 30,
 2018 2017
 (in thousands, except per share data)
    
Total intrinsic value of time-based awards vested$10,482
 $13,103
Total intrinsic value of time-based awards non-vested36,934
 22,454
Market price per share as of June 30,60.45
 43.11
Weighted-average grant date fair value per share49.73
 67.02

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As of/Six Months Ended June 30,

 2017 2016
 (in thousands, except per share data)
    
Total intrinsic value of time-based awards vested$13,103
 $13,314
Total intrinsic value of time-based awards non-vested22,454
 31,506
Market price per common share as of June 30,43.11
 57.61
Weighted-average grant date fair value per share67.02
 57.11
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


Total compensation cost related to non-vested time-based awards and not yet recognized in our condensed consolidated statements of operations as of June 30, 20172018 was $25.7$26.8 million. This cost is expected to be recognized over a weighted-average period of 2.1 years.

Market-Based Awards. The fair value of the market-based restricted sharesPSUs is amortized ratably over the requisite service period, primarily three years. The market-based shares vest if the participant is continuously employed throughout the performance period and the market-based performance measure is achieved, with a maximum vesting period of three years. All compensation cost related to the market-based awards will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved.
    
The Compensation Committee of our Board of Directors awarded a total of 28,06990,778 market-basedrestricted shares PSUs to our executive officers during the six months ended June 30, 2017.2018. In addition to continuous employment, the vesting of these shares is contingent on our total stockholder return ("TSR"), which is essentially our stock price change including any dividends as compared to the TSR of a group of peer companies. The shares are measured over a three-year period ending on December 31, 2019,2020, and can result in a payout between 0 percent and 200 percent of the total sharestarget PSUs awarded. The weighted-average grant date fair value per market-based share for these awardsPSU granted was computed using the Monte Carlo pricing model using the following assumptions:
Six Months Ended June 30,Six Months Ended June 30,
2017 20162018 2017
      
Expected term of award (in years)3
 3
3
 3
Risk-free interest rate1.4% 1.2%2.4% 1.4%
Expected volatility51.4% 52.3%42.3% 51.4%
Weighted-average grant date fair value per share$94.02
 $72.54
$69.98
 $94.02

The expected term of the awards was based on the requisite service period. The risk-free interest rate was based on the U.S. Treasury yields in effect at the time of grant and extrapolated to approximate the life of the award. The expected volatility was based on our historical volatility.
    
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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


The following table presents the change in non-vested market-based awards during the six months ended June 30, 2017:2018:
  Shares
 Weighted-Average
Grant Date
Fair Value per Share
     
Non-vested at December 31, 2016
 48,420
 $64.97
Granted
 28,069
 94.02
Non-vested at June 30, 2017
 76,489
 75.63
     

  Shares
 Weighted-Average
Grant Date
Fair Value per Share
     
Non-vested at December 31, 2017
 52,349
 $84.06
Granted
 90,778
 69.98
Forfeited
 (4,128) 94.02
Non-vested at June 30, 2018 138,999
 74.57
     

The following table presents the weighted-average grant date fair value per share and related information as of/for the periods presented:
As of /Six Months Ended June 30,Six Months Ended June 30,
2017 20162018 2017
(in thousands, except per share data)(in thousands, except per share data)
      
Total intrinsic value of market-based awards vested$
 $1,174
Total intrinsic value of market-based awards non-vested3,297
 4,871
$8,402
 $3,297
Market price per common share as of June 30,43.11
 57.61
60.45
 43.11
Weighted-average grant date fair value per share94.02
 72.54
69.98
 94.02

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


Total compensation cost related to non-vested market-based awards not yet recognized in our condensed consolidated statements of operations as of June 30, 2017,2018 was $3.4$7.0 million. This cost is expected to be recognized over a weighted-average period of 2.12.3 years.

Treasury Share Purchases

In June 2010, our stockholders approved a long-term equity compensation plan for our employees and non-employee directors (the "2010 Plan"). In accordance with the 2010 Plan, as amended in June 2013, up to 3,000,000 new shares of our common stock are authorized for issuance. Shares granted may be either authorized but unissued shares, treasury shares, or any combination of these shares. Additionally, the 2010 Plan permits the reuse or reissuance of shares of common stock which were canceled, expired, forfeited or, in the case of SARs, paid out in the form of cash. In accordance with our stock-based compensation plans, employees and directors may surrender shares of our common stock to pay tax withholding obligations upon the vesting and exercise of share-based awards. Shares acquired that had been issued pursuant to the 2010 Plan are reissued for new grants. For shares reissued for new grants under the 2010 Plan, shares are recorded at cost and upon reissuance we reduce the carrying value of shares acquired and held pursuant to the 2010 Plan by the weighted-average cost per share with an offsetting charge to additional paid-in capital. As of December 31, 2016, we had 10,397 shares remaining available for reissuance pursuant to our 2010 plan. Additionally, as of December 31, 2016, we had 18,366 of shares of treasury stock related to a rabbi trust. During the six months ended June 30, 2017, we acquired 79,381 shares pursuant to our stock-based compensation plans for payment of tax liabilities, of which 46,822 shares were reissued and 42,956 shares are available for reissuance pursuant to our 2010 Plan.

Preferred Stock

We are authorized to issue 50,000,000 shares of preferred stock, par value $0.01 per share, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by our Board of Directors from time to time. Through June 30, 2017,2018, no preferred shares have been issued.

PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(unaudited)


NOTE 1415 - EARNINGS PER SHARE

Basic earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is similarly computed, except that the denominator includes the effect, using the treasury stock method, of unvested restricted stock, outstanding SARs, stock options, convertible notes and shares held pursuant to our non-employee director deferred compensation plan, if including such potential shares of common stock is dilutive.

The following table presents a reconciliation of the weighted-average diluted shares outstanding:

Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
2017 2016 2017 20162018 2017 2018 2017
(in thousands)(in thousands)
              
Weighted-average common shares outstanding - basic65,859
 46,742
 65,804
 44,175
66,066
 65,859
 66,012
 65,804
Dilutive effect of:              
Restricted stock94
 
 176
 

 94
 
 176
Other equity-based awards66
 
 86
 

 66
 
 86
Weighted-average common shares and equivalents outstanding - diluted66,019
 46,742
 66,066
 44,175
66,066
 66,019
 66,012
 66,066
       

We reported a net loss for the three and six months ended June 30, 2016.2018. As a result, our basic and diluted weighted-average common shares outstanding were the same for that period because the effect of the common share equivalents was anti-dilutive.

The following table presents the weighted-average common share equivalents excluded from the calculation of diluted earnings per share due to their anti-dilutive effect:
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
2017 2016 2017 20162018 2017 2018 2017
(in thousands)(in thousands)
              
Weighted-average common share equivalents excluded from diluted earnings per share due to their anti-dilutive effect:              
Restricted stock376
 768
 119
 745
624
 376
 558
 119
Convertible notes
 358
 
 478
Other equity-based awards1
 103
 10
 105
272
 1
 225
 10
Total anti-dilutive common share equivalents377
 1,229
 129
 1,328
896
 377
 783
 129
              

In September 2016, we issued the 2021 Convertible Notes, which give the holders, at our election, the right to convert the aggregate principal amount into 2.3 million shares of our common stock at a conversion price of $85.39 per share. The 2021 Convertible Notes could be included in the diluted earnings per share calculation using the treasury stock method if the average market share price exceeds the $85.39 conversion price during the periods presented. During the three and six months ended June 30, 2018 and 2017, the average market price of our common stock did not exceed the conversion price; therefore, shares issuable upon conversion of the 2021 Convertible Notes were not included in the diluted earnings per share calculation.

In November 2010, we issued $115.0 million aggregate principal amount of 3.25% convertible senior notes that were due in 2016 ("2016 Convertible Notes"), which gave the holders the right to convert the aggregate principal amount into 2.7 million shares of our common stock at a conversion price of $42.40 per share. The 2016 Convertible Notes matured in May 2016. Prior to maturity, the 2016 Convertible Notes were included in the diluted earnings per share calculation using the treasury stock method when the average market share price exceeded the $42.40 conversion price during the periods presented.

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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


NOTE 1516 - SUBSIDIARY GUARANTOR

Our subsidiary PDC Permian, Inc., our wholly-owned subsidiary, guarantees our obligations under our publicly-registered Notes.senior notes. The following presents the condensed consolidating financial information separately for:

(i)PDC Energy, Inc. ("Parent"), the issuer of the guaranteed obligations, including non-material subsidiaries;
(ii)PDC Permian, Inc., the guarantor subsidiary ("Guarantor"), as specified in the indentures related to our Notes;senior notes;
(iii)Eliminations representing adjustments to (a) eliminate intercompany transactions between or among Parent, Guarantor and our other subsidiaries and (b) eliminate the investments in our subsidiaries; and
(iv)Parent and subsidiaries on a consolidated basis ("Consolidated").

The Guarantor is 100%100 percent owned by the Parent beginning in December 2016.Parent. The Notessenior notes are fully and unconditionally guaranteed on a joint and several basis by the Guarantor. The guarantee is subject to release in limited circumstances only upon the occurrence of certain customary conditions. Each entity in the condensed consolidating financial information follows the same accounting policies as described in the notes to the condensed consolidated financial statements.

The following condensed consolidating financial statements have been prepared on the same basis of accounting as our condensed consolidated financial statements. Investments in subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate the Parent and Guarantor are reflected in the eliminations column.


  Condensed Consolidating Balance Sheets
  June 30, 2017
  Parent Guarantor Eliminations Consolidated
  (in thousands)
Assets        
Current assets $381,313
 $14,905
 $
 $396,218
Properties and equipment, net 1,945,252
 2,220,320
 
 4,165,572
Intercompany receivable 120,106
 
 (120,106) 
Investment in subsidiaries 1,733,615
 
 (1,733,615) 
Goodwill 
 56,331
 
 56,331
Noncurrent assets 37,966
 841
 
 38,807
Total Assets $4,218,252
 $2,292,397
 $(1,853,721) $4,656,928
         
Liabilities and Stockholders' Equity        
Current liabilities $277,443
 $53,223
 $
 $330,666
Intercompany payable 
 120,106
 (120,106) 
Long-term debt 1,049,004
 
 
 1,049,004
Other noncurrent liabilities 177,363
 373,872
 11,581
 562,816
Stockholders' equity 2,714,442
 1,745,196
 (1,745,196) 2,714,442
Total Liabilities and Stockholders' Equity $4,218,252
 $2,292,397
 $(1,853,721) $4,656,928






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PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


 Condensed Consolidating Balance Sheets Condensed Consolidating Balance Sheets
 December 31, 2016 June 30, 2018
 Parent Guarantor Eliminations Consolidated Parent Guarantor Eliminations Consolidated
 (in thousands) (in thousands)
Assets        
Current assets $387,309
 $12,516
 $
 $399,825
        
Current assets:        
Cash and cash equivalents $1,425
 $
 $
 $1,425
Accounts receivable, net 149,120
 46,197
 
 195,317
Fair value of derivatives 14,817
 
 
 14,817
Prepaid expenses and other current assets 5,379
 1,365
 
 6,744
Total current assets 170,741
 47,562
 
 218,303
Properties and equipment, net 1,889,419
 2,118,847
 
 4,008,266
 2,191,985
 2,000,623
 
 4,192,608
Intercompany receivable 9,415
 
 (9,415) 
 352,436
 
 (352,436) 
Investment in subsidiaries 1,765,092
 
 (1,765,092) 
 1,493,829
 
 (1,493,829) 
Goodwill 
 62,041
 
 62,041
Noncurrent assets 15,539
 171
 
 15,710
Other assets 27,069
 4,174
 
 31,243
Total Assets $4,066,774
 $2,193,575
 $(1,774,507) $4,485,842
 $4,236,060
 $2,052,359
 $(1,846,265) $4,442,154
                
Liabilities and Stockholders' Equity                
Current liabilities $235,121
 $35,457
 $
 $270,578
Liabilities        
Current liabilities:        
Accounts payable $135,677
 $79,473
 $
 $215,150
Production tax liability 52,768
 3,998
 
 56,766
Fair value of derivatives 186,605
 
 
 186,605
Funds held for distribution 80,439
 21,915
 
 102,354
Accrued interest payable 12,556
 5
 
 12,561
Other accrued expenses 35,143
 745
 
 35,888
Total current liabilities 503,188
 106,136
 
 609,324
Intercompany payable 
 9,415
 (9,415) 
 
 352,436
 (352,436) 
Long-term debt 1,043,954
 
 
 1,043,954
 1,179,117
 
 
 1,179,117
Other noncurrent liabilities 164,945
 383,611
 
 548,556
Deferred income taxes 48,740
 93,071
 
 141,811
Asset retirement obligations 67,142
 6,407
 
 73,549
Fair value of derivatives 36,430
 
 
 36,430
Other liabilities 61,137
 480
 
 61,617
Total liabilities 1,895,754
 558,530
 (352,436) 2,101,848
        
Commitments and contingent liabilities        
        
Stockholders' Equity        
Stockholders' equity 2,622,754
 1,765,092
 (1,765,092) 2,622,754
        
Common shares 661
 
 
 661
Additional paid-in capital 2,509,693
 1,766,775
 (1,766,775) 2,509,693
Retained earnings (166,692) (272,946) 272,946
 (166,692)
Treasury shares (3,356) 
 
 (3,356)
Total stockholders' equity 2,340,306
 1,493,829
 (1,493,829) 2,340,306
Total Liabilities and Stockholders' Equity $4,066,774
 $2,193,575
 $(1,774,507) $4,485,842
 $4,236,060
 $2,052,359
 $(1,846,265) $4,442,154

  Condensed Consolidating Statements of Operations
  Three Months Ended June 30, 2017
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Operating and other revenues $252,346
 $22,812
 $
 $275,158
Operating expenses 39,915
 7,700
 
 47,615
General and administrative 26,617
 2,914
 
 29,531
Depreciation depletion and amortization 108,727
 17,286
 
 126,013
Impairment of properties and equipment 531
 27,035
 
 27,566
Provision for uncollectible notes receivable (40,203) 
 
 (40,203)
Interest (expense) income (19,032) 183
 
 (18,849)
   Income (loss) before income taxes 97,727
 (31,940) 
 65,787
Income tax expense (36,285) 11,748
 
 (24,537)
Equity in loss of subsidiary (20,192) 
 20,192
 
   Net income (loss) $41,250
 $(20,192) $20,192
 $41,250

  Condensed Consolidating Statements of Operations
  Six Months Ended June 30, 2017
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Operating and other revenues $507,087
 $41,778
 $
 $548,865
Operating expenses 77,415
 14,380
 
 91,795
General and administrative 50,146
 5,700
 
 55,846
Depreciation depletion and amortization 210,465
 24,864
 
 235,329
Impairment of properties and equipment 1,134
 28,625
 
 29,759
Provision for uncollectible notes receivable (40,203) 
 
 (40,203)
Interest (expense) income (38,389) 313
 
 (38,076)
   Income (loss) before income taxes 169,741
 (31,478) 
 138,263
Income tax expense (62,448) 11,581
 
 (50,867)
Equity in loss of subsidiary (19,897) 
 19,897
 
   Net income (loss) $87,396
 $(19,897) $19,897
 $87,396
Table of contents
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20172018
(unaudited)


  Condensed Consolidating Balance Sheets
  December 31, 2017
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Current assets:        
Cash and cash equivalents $180,675
 $
 $
 $180,675
Accounts receivable, net 160,490
 37,108
 
 197,598
Fair value of derivatives 14,338
 
 
 14,338
Prepaid expenses and other current assets 8,284
 329
 
 8,613
Total current assets 363,787
 37,437
 
 401,224
Properties and equipment, net 1,891,314
 2,042,153
 
 3,933,467
Assets held-for-sale, net 40,084
 
 
 40,084
Intercompany receivable 250,279
 
 (250,279) 
Investment in subsidiaries 1,617,537
 
 (1,617,537) 
Other assets 42,547
 2,569
 
 45,116
Total Assets $4,205,548
 $2,082,159
 $(1,867,816) $4,419,891
         
Liabilities and Stockholders' Equity        
Liabilities        
Current liabilities:        
Accounts payable $85,000
 $65,067
 $
 $150,067
Production tax liability 35,902
 1,752
 
 37,654
Fair value of derivatives 79,302
 
 
 79,302
Funds held for distribution 83,898
 11,913
 
 95,811
Accrued interest payable 11,812
 3
 
 11,815
Other accrued expenses 42,543
 444
 
 42,987
Total current liabilities 338,457
 79,179
 
 417,636
Intercompany payable 
 250,279
 (250,279) 
Long-term debt 1,151,932
 
 
 1,151,932
Deferred income taxes 62,857
 129,135
 
 191,992
Asset retirement obligations 65,301
 5,705
 
 71,006
Fair value of derivatives 22,343
 
 
 22,343
Other liabilities 57,009
 324
 
 57,333
Total liabilities 1,697,899
 464,622
 (250,279) 1,912,242
         
Commitments and contingent liabilities        
         
Stockholders' Equity        
Stockholders' equity        
   Common shares 659
 
 
 659
Additional paid-in capital 2,503,294
 1,766,775
 (1,766,775) 2,503,294
Retained earnings 6,704
 (149,238) 149,238
 6,704
  Treasury shares (3,008) 
 
 (3,008)
Total stockholders' equity 2,507,649
 1,617,537
 (1,617,537) 2,507,649
Total Liabilities and Stockholders' Equity $4,205,548
 $2,082,159
 $(1,867,816) $4,419,891

Net losses
Table of the Guarantor for the three and six months ended contents
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017 are primarily the result of the impairment of certain unproved Delaware Basin leasehold positions during the respective periods.2018
(unaudited)


  Condensed Consolidating Statements of Cash Flows
  Six Months Ended June 30, 2017
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Cash flows from operating activities $246,128
 $17,069
 $
 $263,197
Cash flows from investing activities:        
Capital expenditures for development of crude oil and natural properties (198,954) (135,452) 
 (334,406)
Capital expenditures for other properties and equipment (1,792) (507) 
 (2,299)
Acquisition of crude oil and natural gas properties, including settlement adjustments 
 5,372
 
 5,372
Proceeds from sale of properties and equipment 1,293
 
 
 1,293
Sale of promissory note 40,203
 
 
 40,203
Restricted cash (9,250) 
 
 (9,250)
Purchases of short-term investments (49,890) 
 
 (49,890)
Sales of short-term investments 49,890
 
 
 49,890
Intercompany transfers (109,923) 
 109,923
 
Net cash from investing activities (278,423) (130,587) 109,923
 (299,087)
Cash flows from financing activities:        
Proceeds from issuance of equity, net of issuance costs 
 
 
 
Purchase of treasury stock (5,274) 
 
 (5,274)
Other (627) (18) 
 (645)
Intercompany transfers 
 109,923
 (109,923) 
Net cash from financing activities (5,901) 109,905
 (109,923) (5,919)
Net change in cash and cash equivalents (38,196) (3,613) 
 (41,809)
Cash and cash equivalents, beginning of period 240,487
 3,613
 
 244,100
Cash and cash equivalents, end of period $202,291
 $
 $
 $202,291
  Condensed Consolidating Statements of Operations
  Three Months Ended June 30, 2018
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Revenues        
Crude oil, natural gas and NGLs sales $242,903
 $83,030
 $
 $325,933
Commodity price risk management loss, net (116,126) 
 
 (116,126)
Other income 2,479
 245
 
 2,724
Total revenues 129,256
 83,275
 
 212,531
Costs, expenses and other        
Lease operating expenses 23,432
 8,828
 
 32,260
Production taxes 16,189
 6,415
 
 22,604
Transportation, gathering and processing expenses 3,610
 5,354
 
 8,964
Exploration, geologic and geophysical expense 296
 579
 
 875
Impairment of properties and equipment 86
 159,468
 
 159,554
General and administrative expense 33,152
 4,095
 
 37,247
Depreciation, depletion and amortization 93,217
 42,407
 
 135,624
Accretion of asset retirement obligations 1,177
 108
 
 1,285
Gain on sale of properties and equipment (351) 
 
 (351)
Other expenses 2,708
 
 
 2,708
Total costs, expenses and other 173,516
 227,254
 
 400,770
Loss from operations (44,260) (143,979) 
 (188,239)
Interest expense (17,915) 505
 
 (17,410)
Interest income 69
 
 
 69
Loss before income taxes (62,106) (143,474) 
 (205,580)
Income tax benefit 13,348
 31,975
 
 45,323
Equity in loss of subsidiary (111,499) 
 111,499
 
Net loss $(160,257) $(111,499) $111,499
 $(160,257)


Table of contents
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


  Condensed Consolidating Statements of Operations
  Three Months Ended June 30, 2017
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Revenues        
Crude oil, natural gas and NGLs sales $190,828
 $22,774
 $
 $213,602
Commodity price risk management gain, net 57,932
 
 
 57,932
Other income 3,586
 38
 
 3,624
Total revenues 252,346
 22,812
 
 275,158
Costs, expenses and other        
Lease operating expenses 15,557
 4,471
 
 20,028
Production taxes 13,388
 1,654
 
 15,042
Transportation, gathering and processing expenses 5,767
 721
 
 6,488
Exploration, geologic and geophysical expense 256
 777
 
 1,033
Impairment of properties and equipment 531
 27,035
 
 27,566
General and administrative expense 26,617
 2,914
 
 29,531
Depreciation, depletion and amortization 108,727
 17,286
 
 126,013
Accretion of asset retirement obligations 1,589
 77
 
 1,666
Gain on sale of properties and equipment (532) 
 
 (532)
Provision for uncollectible notes receivable (40,203) 
 
 (40,203)
Other expenses 3,890
 
 
 3,890
Total costs, expenses and other 135,587
 54,935
 
 190,522
Income (loss) from operations 116,759
 (32,123) 
 84,636
Interest expense (19,800) 183
 
 (19,617)
Interest income 768
 
 
 768
Income (loss) before income taxes 97,727
 (31,940) 
 65,787
Income tax (expense) benefit (36,285) 11,748
 
 (24,537)
Equity in loss of subsidiary (20,192) 
 20,192
 
Net income (loss) $41,250
 $(20,192) $20,192
 $41,250

Table of contents
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


  Condensed Consolidating Statements of Operations
  Six Months Ended June 30, 2018
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Revenues        
Crude oil, natural gas and NGLs sales $476,397
 $154,761
 $
 $631,158
Commodity price risk management loss, net (163,366) 
 
 (163,366)
Other income 4,995
 344
 
 5,339
Total revenues 318,026
 155,105
 
 473,131
Costs, expenses and other        
Lease operating expenses 44,794
 17,102
 
 61,896
Production taxes 32,270
 10,503
 
 42,773
Transportation, gathering and processing expenses 6,841
 9,436
 
 16,277
Exploration, geologic and geophysical expense 609
 2,912
 
 3,521
Impairment of properties and equipment 92
 192,650
 
 192,742
General and administrative expense 64,711
 8,232
 
 72,943
Depreciation, depletion and amortization 187,593
 74,819
 
 262,412
Accretion of asset retirement obligations 2,377
 196
 
 2,573
Loss on sale of properties and equipment 1,081
 
 
 1,081
Other expenses 5,476
 
 
 5,476
Total costs, expenses and other 345,844
 315,850
 
 661,694
Loss from operations (27,818) (160,745) 
 (188,563)
Interest expense (36,012) 1,073
 
 (34,939)
Interest income 217
 
 
 217
Loss before income taxes (63,613) (159,672) 
 (223,285)
Income tax benefit 13,925
 35,964
 
 49,889
Equity in loss of subsidiary (123,708) 
 123,708
 
Net loss $(173,396) $(123,708) $123,708
 $(173,396)


Table of contents
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


  Condensed Consolidating Statements of Operations
  Six Months Ended June 30, 2017
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Revenues        
Crude oil, natural gas and NGLs sales $361,567
 $41,727
 $
 $403,294
Commodity price risk management gain, net 138,636
 
 
 138,636
Other income 6,884
 51
 
 6,935
Total revenues 507,087
 41,778
 
 548,865
Costs, expenses and other        
Lease operating expenses 31,374
 8,443
 
 39,817
Production taxes 24,532
 2,909
 
 27,441
Transportation, gathering and processing expenses 10,982
 1,408
 
 12,390
Exploration, geologic and geophysical expense 527
 1,460
 
 1,987
Impairment of properties and equipment 1,134
 28,625
 
 29,759
General and administrative expense 50,146
 5,700
 
 55,846
Depreciation, depletion and amortization 210,465
 24,864
 
 235,329
Accretion of asset retirement obligations 3,274
 160
 
 3,434
Gain on sale of properties and equipment (692) 
 
 (692)
Provision for uncollectible notes receivable (40,203) 
 
 (40,203)
Other expenses 7,418
 
 
 7,418
Total costs, expenses and other 298,957
 73,569
 
 372,526
Income (loss) from operations 208,130
 (31,791) 
 176,339
Interest expense (39,397) 313
 
 (39,084)
Interest income 1,008
 
 
 1,008
Income (loss) before income taxes 169,741
 (31,478) 
 138,263
Income tax (expense) benefit (62,448) 11,581
 
 (50,867)
Equity in loss of subsidiary (19,897) 
 19,897
 
Net income (loss) $87,396
 $(19,897) $19,897
 $87,396


Table of contents
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


  Condensed Consolidating Statements of Cash Flows
  Six Months Ended June 30, 2018
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Cash flows from operating activities $267,551
 $113,306
 
 $380,857
Cash flows from investing activities:        
Capital expenditures for development of crude oil and natural gas properties (218,614) (214,021) 
 (432,635)
Capital expenditures for other properties and equipment (1,898) (552) 
 (2,450)
Acquisition of crude oil and natural gas properties, including settlement adjustments (180,981) (71) 
 (181,052)
Proceeds from sale of properties and equipment 1,782
 
 
 1,782
Proceeds from divestiture 39,023
 
 
 39,023
Restricted cash 1,249
 
 
 1,249
Intercompany transfers (101,398) 
 101,398
 
Net cash from investing activities (460,837) (214,644) 101,398
 (574,083)
Cash flows from financing activities:        
Proceeds from revolving credit facility 233,000
 
 
 233,000
Repayment of revolving credit facility (211,000) 
 
 (211,000)
Payment of debt issuance costs (4,060) 
 
 (4,060)
Purchases of treasury stock (4,494) 
 
 (4,494)
Other (659) (60) 
 (719)
Intercompany transfers 
 101,398
 (101,398) 
Net cash from financing activities 12,787
 101,338
 (101,398) 12,727
Net change in cash, cash equivalents and restricted cash (180,499) 
 
 (180,499)
Cash, cash equivalents and restricted cash, beginning of period 189,925
 
 
 189,925
Cash, cash equivalents and restricted cash, end of period $9,426
 $
 $
 $9,426

Table of contents
PDC ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(unaudited)


  Condensed Consolidating Statements of Cash Flows
  Six Months Ended June 30, 2017
  Parent Guarantor Eliminations Consolidated
  (in thousands)
         
Cash flows from operating activities $255,378
 $17,069
 $
 $272,447
Cash flows from investing activities:        
Capital expenditures for development of crude oil and natural gas properties (198,954) (135,452) 
 (334,406)
Capital expenditures for other properties and equipment (1,792) (507) 
 (2,299)
Acquisition of crude oil and natural gas properties, including settlement adjustments 
 5,372
 
 5,372
Proceeds from sale of properties and equipment 1,293
 
 
 1,293
Sale of promissory note 40,203
 
 
 40,203
Restricted cash (9,250) 
 
 (9,250)
Sale of short-term investments 49,890
 
 
 49,890
Purchase of short-term investments (49,890) 
 
 (49,890)
Intercompany transfers (109,923) 
 109,923
 
Net cash from investing activities (278,423) (130,587) 109,923
 (299,087)
Cash flows from financing activities:        
Purchases of treasury stock (5,274) 
 
 (5,274)
Other (627) (18) 
 (645)
Intercompany transfers 
 109,923
 (109,923) 
Net cash from financing activities (5,901) 109,905
 (109,923) (5,919)
Net change in cash, cash equivalents and restricted cash (28,946) (3,613) 
 (32,559)
Cash, cash equivalents and restricted cash, beginning of period 240,487
 3,613
 
 244,100
Cash, cash equivalents and restricted cash, end of period $211,541
 $
 $
 $211,541
Table of contents
PDC ENERGY, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis, as well as other sections in this report, should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report. Further, we encourage you to review the Special Note Regarding Forward-Looking Statements.

EXECUTIVE SUMMARY

Production and Financial Overview

Production volumes increased to 8.09.4 MMboe and 14.718.3 MMboe for the three and six months ended June 30, 2017,2018, respectively, representing increases of 5417 percentand 5025 percent as compared to the three and six months ended June 30, 2016,2017, respectively. The increases in production volumes were primarily attributable to the continued success of our horizontal Niobrara and Codell drilling program in the Wattenberg Field and our first full six months of production from our recently-acquired Delaware Basin properties.Crude oil production increased 6222 percent and 4735 percent for the three and six months ended June 30, 2017,2018, respectively, compared to the three and six months ended June 30, 2016.2017. Crude oil production comprised approximately 4042 percent and 39 percentof total production infor the three and six months ended June 30, 2018 and 2017, respectively. NGLNGLs production increased 6610 percent and 7014 percent for the three and six months ended June 30, 2017,2018, respectively, compared to the three and six months ended June 30, 2016.2017. Natural gas production increased 4016 percent and 4321 percent infor the three and six months ended June 30, 2017,2018, respectively, compared to the three and six months ended June 30, 2016.On a combined basis, total liquids production comprised 63 percent and 59 percent of our total production during2017. For the three monthsmonth ended June 30, 2017 and June 30, 2016, respectively, and 62 percent and 60 percent of total production during the six months ended June 30, 2017 and June 30, 2016, respectively. For the three months ended June 30, 2017,2018, we maintained an average daily production rate of approximately 88,100102,000 Boe per day, up from approximately 57,10087,000 Boe per day for the three monthsmonth ended June 30, 2016.2017.

On a sequential quarterly basis, total production and crude oil production volumes for the three months ended June 30, 2017,2018 as compared to the three months ended March 31, 2017,2018 increased by 21five percent while crude oil production increased by 30and four percent, duringrespectively. In the same period. The increase in production was primarily related to 84 wells in our Wattenberg Field, being turned-in-line during the first six months of 2017continued high line pressures, which have been greater than anticipated, and a 47 percent increase inunplanned gathering system facility downtime hampered our average daily production in the Delaware Basin from the first quarter, to approximately 10,000 Boe per day in the quarter ended June 30, 2017. We expect that we will see modest sequential production growth in the third quarterfield during the three and six months ended June 30, 2018. These operating challenges are reflected in our expected full year 2018 production outlook as discussed under 2018 Operational and Financial Outlook. We expect significant production growth in the Wattenberg Field during the second half of 20172018 as an additional processing facility was completed by our primary third-party midstream provider and leveling offturned on line in August 2018. We continue to see successful development of our Delaware Basin properties. However, crude oil and natural gas takeaway capacity constraints and widening differentials could hinder production growth and result in further widening of price differentials for our future production in the fourthbasin. In an effort to address these issues, we entered into separate agreements during the second quarter of 2017, based on the adjusted timing2018 for pipeline capacity for significant portions of our turn-in-lines,Delaware Basin crude oil and expected capacity considerations associated with gathering system line pressures in the Wattenberg Field.natural gas production. See Results of Operations - Crude Oil, Natural Gas and NGLs Production for further details of these agreements.

Crude oil, natural gas and NGLs sales revenue increased to $213.6$325.9 million and $403.3$631.2 millionin for the three and six months ended June 30, 2017,2018, respectively, compared to $110.8$213.6 million and $186.2$403.3 million in the three and six months ended June 30, 2016, respectively. These 93 percent and 117 percent increases in sales revenues were driven by the 54 percentand 50 percent increases in production and 25 percent and 44 percent increases in realized commodity prices.

We had positive net settlements from our commodity derivative contracts of $12.0 million for the three months ended June 30, 2017 as compared to positive net settlements of $53.3 million for the three months ended June 30, 2016. We had positive net settlements of $12.6 million for the six months ended June 30, 2017, as compared to positive net settlements of $120.1 million for the six months ended June 30, 2016. We entered into agreements for the derivative instruments that settled throughout 2016 prior to commodity prices becoming depressed in late 2014.  Substantially all of these higher-value derivatives settled by the end of 2016.  Net settlements for the three and six months ended June 30, 2017, reflectrespectively. The 53 percent and 57 percent increases in sales revenues were driven by the 17 percent and 25 percent increases in production and the 30 percent and 25 percent increases in average realized commodity prices. The adoption of the New Revenue Standard at January 1, 2018 did not significantly impact the change in our crude oil, natural gas and NGLs sales revenue for the three and six months ended June 30, 2018 as compared to the comparable periods of 2017. See the footnote titled Revenue Recognition to our condensed consolidated financial statements included elsewhere in this report foradditional information regarding the New Revenue Standard.

We had negative net settlements from our commodity derivative instruments entered into since 2015, which more closely approximate recent realized prices.  Based uponcontracts of $16.4 million and $42.4 million for the forward strip pricing atthree and six months ended June 30, 2018, respectively, as compared to positive net settlements of $12.0 million and $12.6 million for the three and six months ended June 30, 2017, we expect thatrespectively. The 2018 negative net settlements will continue to be substantially lower in 2017 than in 2016.include an $11.3 million realized gain on the early settlement of certain commodity derivative basis protection positions. See Results of Operations - Commodity Price Risk Management, Net for further details of our settlements of derivatives and changes in the fair value of unsettled derivatives.derivatives.

The combined revenue from crude oil, natural gas and NGLs sales and net settlements received on our commodity derivative instruments increased 37 percent to $309.5 million for the three months ended June 30, 2018 from $225.6 million infor the three months ended June 30, 2017, and increased 42 percent to $588.7 million for the six months ended June 30, 2018 from $164.1$415.9 million infor the six months ended June 30, 2017.
During the six months ended June 30, 2018, we recorded impairment charges totaling $192.7 million, including $159.5 million during the three months ended June 30, 2016, and increased 36 percent to $415.9 million in2018. During the sixthree months ended June 30, 2017, from $306.3 million in2018, we identified current and anticipated near-term leasehold expirations within our non-focus areas of the six months ended June 30, 2016.

Delaware Basin and made the
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PDC ENERGY, INC.

Duringdetermination that we would no longer pursue plans to develop these properties. The impaired non-focus leasehold typically has a higher gas to oil ratio and a greater degree of geologic complexity than our other Delaware Basin properties and is further impacted by widening natural gas differentials and increased well development costs. We intend to focus our future Delaware Basin development in our oilier core areas where we have identified approximately 450 mid-length lateral equivalent Wolfcamp drilling locations. We continue to explore options for our non-focus areas and monitor them for possible future impairment based on similar analyses. We determined the fair value of the properties based upon estimated future discounted cash flow, a Level 3 input, using estimated production and prices at which we reasonably expect the crude oil and natural gas will be sold.
For the three and six months ended June 30, 2017,2018, we impaired certain unprovedgenerated net losses of $160.3 million and $173.4 million, respectively, or $2.43 and $2.63 per diluted share. Our net loss was most negatively impacted by the commodity price risk management loss and Delaware Basin leasehold positions totaling $27.0impairments, partially offset by the increase in crude oil, natural gas and NGLs sales. During the same periods, our adjusted EBITDAX, a non-U.S. GAAP financial measure, was $214.3 million that expired during the three months ending June 30, 2017, or are projected to expire between June 30, 2017 and December 31, 2017.  Subsequent to closing the acquisitions in the Delaware Basin, it was determined that development of certain acreage tracts would not meet our internal expectations for acceptable rates of return due to a combination of weakening commodity prices; higher per well development and operational costs; and updated technical analysis.  As a result, we allowed or expect to allow certain acreage to expire, and in other circumstances we were unable to obtain necessary lease term extensions. As of June 30, 2017, our current leasehold position in the Delaware Basin is approximately 60,000 net acres.

In$404.4 million, respectively. For the three and six months ended June 30, 2017, we generated net income of $41.2$41.3 million and $87.4 million, respectively, or$0.62 $0.62 and $1.32 per diluted share, respectively. During the same periods,and our adjusted EBITDAX a non-U.S. GAAP financial measure, was $200.4 million and $330.6 million, respectively. Our net income andThe seven percent increase in our adjusted EBITDAX were positively impactedfor the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 was primarily due to the increase in crude oil, natural gas and NGLs sales of $112.3 million. This increase was partially offset by the salereversal of thea provision for uncollectible notes receivable of $40.2 million Promissory Notein the three months ended June 30, 2017, an increase in operating costs of $30.0 million and the collectiona decrease in commodity derivative settlements of the related cash proceeds in April 2017, as further described below in Results of Operations - Provision for Uncollectible Notes Receivable. Beginning in 2017, we have included non-cash stock-based compensation and exploration, geologic and geophysical expense$28.4 million. The 22 percent increase in our reconciliation of adjusted EBITDAX.  In prior periods, we included adjusted EBITDA, a non-U.S. GAAP financial measure, which did not include these adjustments.  All prior periods have been conformedEBITDAX for comparability of this updated presentation. In the three and six months ended June 30, 2016, our net loss per diluted share2018 as compared to the six months ended June 30, 2017 was $2.04primarily due to the increase in crude oil, natural gas and $3.78, respectively, and our adjusted EBITDAX,NGLs sales of $227.9 million. This increase was partially offset by an increase in operating costs of $58.4 million, a non-GAAP financial measure, was $122.4decrease in commodity derivative settlements of $55.0 million and $180.2the reversal of a provision for uncollectible notes receivable of $40.2 million respectively.in the six months ended June 30, 2017. Our cash flowflows from operations was $263.2were $380.9 million and our adjusted cash flow from operations, a non-U.S. GAAP financial measure, was $256.6$374.3 million infor the six months ended June 30, 2017.2018. See Reconciliation of Non-U.S. GAAP Financial Measures, below, for a more detailed discussion of these non-U.S. GAAP financial measures and a reconciliation of these measures to the most comparable U.S. GAAP measures.

Liquidity

Available liquidity as of June 30, 20172018 was $902.3$679.4 million, which iswas comprised of $202.3$1.4 million of cash and cash equivalents and $700.0$678.0 million available for borrowing under our revolving credit facility at our current commitment level. In May 2018, we entered into the Restated Credit Agreement. See the footnote titled Long-Term Debt to our condensed consolidated financial statements included elsewhere in this report for further details. Based on our current production forecast for the remainder of 2018 and assuming average NYMEX prices for the remainder of the year of $65.00 per barrel of crude oil and $2.75 per Mcf of natural gas, less the anticipated differentials, we expect our 2018 capital investments to exceed our 2018 cash flows from operations by between $75 million and $100 million, of which we anticipate approximately $65 million will be covered by an amendment to a midstream dedication agreement and the divestiture of our Utica Shale properties. We experienced this outspend during the first half of 2018 and expect cash flows from operations to exceed capital investment during the second half of the year. We expect decreases into be undrawn on our cash balance over the course of 2017 as we continue planned development in the core Wattenberg Field and further capital investment in our Delaware Basin assets.credit facility at December 31, 2018.

We intend to continue to manage our liquidity position by a variety of means, including through the generation of cash flows from operations, investment in projects with attractive rates of return, protection of cash flows on a portion of our anticipated sales through the use of an active commodity derivative hedging program, potential utilization of our borrowing capacity under our revolving credit facility and, whenif warranted, capital markets transactions from time to time.

Acquisitions and Divestitures

Bayswater Acquisition. In January 2018, we closed the Bayswater Acquisition for $202.0 million, subject to certain customary post-closing adjustments. See the footnote titled Business Combination to our condensed consolidated financial statements included elsewhere in this report for further details.

Utica Shale Divestiture. In March 2018, we completed the Utica Shale Divestiture for net cash proceeds of approximately $39 million. We do not believe the divestiture of these assets will have a material impact on our results of operations or reserves. See the footnote titled Properties and Equipment to our condensed consolidated financial statements included elsewhere in this report for further details.

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PDC ENERGY, INC.

Operational Overview

During the six months ended June 30, 2017,2018, we continued to execute our strategic plan to grow production while preserving our financial strength and liquidity. During the second quarter of 2017,six months ended June 30, 2018, we operated fourran three drilling rigs in the Wattenberg Field and briefly ran four drilling rigs in the Delaware Basin. Our drilling efficiencyBasin while we swapped out a rig to focus on improved drill times before returning to three rigs. We expect to maintain a three rig pace in both the Wattenberg Field over the last two quarters has resulted in shorter drill cycle times; therefore, we expect to decrease our rig count to three rigs beginning in the fourth quarter of 2017. Because of the shorter drill times, the impact of the reduced rig count on our expected turn-in-line count in the Wattenberg Field is expected to be minimal in 2017. Inand the Delaware Basin one rig contract expired in August 2017, and we expect to utilize three drilling rigs throughduring the endremainder of 2017. Our active drilling program in the Delaware Basin in the first half of 2017 provided us with a degree of flexibility with respect to holding acreage in the area on a near-term basis and allows us to shift immediate focus to improving drill cycle times and the per well costs of our Delaware Basin wells.2018.

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The following tables summarizes our drilling and completion activity for the six months ended June 30, 2017:2018:

  Wells Operated by PDC
  Wattenberg Field Delaware Basin Total
   Gross  Net Gross Net Gross Net
In-process as of December 31, 2016 64
 52.7
 5
 4.8
 69
 57.5
Wells spud 73
 65.7
 12
 11.0
 85
 76.7
Wells turned-in-line to sales (72) (59.2) (9) (8.7) (81) (67.9)
In-process as of June 30, 2017 65
 59.2
 8
 7.1
 73
 66.3
  Wells Operated by PDC
  Wattenberg Field Delaware Basin Total
   Gross  Net Gross Net Gross Net
In-process as of December 31, 2017 87
 80.1
 13
 12.2
 100
 92.3
Wells spud 78
 72.3
 14
 12.7
 92
 85.0
Acquired DUCs (1) 12
 11.0
 
 
 12
 11.0
Wells turned-in-line (77) (70.8) (12) (11.1) (89) (81.9)
In-process as of June 30, 2018 100
 92.6
 15
 13.8
 115
 106.4

  Wells Operated by Others
  Wattenberg Field Delaware Basin Total
   Gross  Net Gross Net Gross Net
In-process as of December 31, 2016 18
 3.4
 
 
 18
 3.4
Wells spud 71
 9.0
 3
 0.8
 74
 9.8
Wells turned-in-line to sales (12) (1.9) 
 
 (12) (1.9)
In-process as of June 30, 2017 77
 10.5
 3
 0.8
 80
 11.3
  Wells Operated by Others
  Wattenberg Field Delaware Basin Total
   Gross  Net Gross Net Gross Net
In-process as of December 31, 2017 14
 2.6
 8
 1.0
 22
 3.6
Wells spud 21
 2.6
 3
 0.1
 24
 2.7
Acquired DUCs (operated at June 30, 2018) (1) (3) (1.5) 
 
 (3) (1.5)
Wells turned-in-line (16) (1.8) (2) (0.7) (18) (2.5)
In-process as of June 30, 2018 16
 1.9
 9
 0.4
 25
 2.3

______________

(1) Represents DUCs that we acquired with the Bayswater Acquisition in January 2018.
Our in-process wells represent wells that are in the process of being drilled and/or have been drilled and are waiting to be fractured and/or for gas pipeline connection. Our drilled but uncompleted wells ("DUCs")DUCs are generally completed and turned in-line to salesturned-in-line within three to nine months of drilling.

2018 Operational and Financial Outlook

We have updated our expected production guidance range for 2018 to 40 MMBoe to 42 MMBoe, or approximately 110,000 Boe per day to 115,000 Boe per day. The majorityupdate assumes an adequate allocation of the in-process wells at each period end are DUCs, as we do not begin the completion process until the entire well pad is drilled. As we continue to monitorsystem capacity from our capital investment and due to the efficiencies gained by our operating teamprimary midstream service provider in the Wattenberg Field, we expect that we will have an increase of approximately 25 wells in our in-process well count at December 31, 2017, as compared to December 31, 2016, resulting from faster than expected drill cycle times. All appropriate costs incurred through the end of the period have been capitalized, while the capital investment to complete the wells will be incurred in the period in which the wells are completed.

2017 Operational Outlook

Based on our revised timing and the estimated productivity of wells associated with our capital investment program, weField. We currently believe that our 2017 production will be approximately 32 MMBoe. We expect that approximately 4042 to 45 percent of our 20172018 production will be crude oil and approximately 2319 to 22 percent will be NGLs, for total liquids of approximately 6361 to 67 percent. The anticipated percentage of production from NGLs has increased dueWe are currently experiencing and expect to continue to experience fewer days between the success of field recovery efforts and improved yields by our third-party processors in the Wattenberg Field.

We expect our capital expenditures to be approximately $800 million in 2017, an estimate that we have increased to account for higher per well costs in the Delaware Basin and increases in the total expected numberspudding of wells to be spudresulting in an approximate 15 percent efficiency gain in the Wattenberg Field, duringwhich has led to an increase in the number of wells planned to be spud this year. We are also added a thirdexperiencing increased service costs in both the Wattenberg Field and fourth rigDelaware Basin. Additionally, we have increased lateral lengths and the number of frac stages per well in the first quarterKersey area of 2017 in the Delaware Basin, which was sooner than initially contemplated inWattenberg Field. Accordingly, we have increased our budget, in order2018 capital investment forecast to protect certain leasehold positionsbetween $950 million and $985 million.

We believe that we maintain significant operational flexibility to create greater future operational flexibility. This flexibility as it relates to holding acreage incontrol the Delaware Basin is particularly important given the volatilitypace of our capital spending.  As we execute our capital investment program, we continually monitor, among other things, commodity prices, development costs, midstream capacity and potential furtheroffset and continuous drilling obligations.  While we have experienced some service cost increases in the Delaware Basin as it should allow usfirst half of 2018, drilling efficiencies are partially offsetting these increases. Should commodity pricing or the operating environment deteriorate, we may determine that an adjustment to adjustour development plan is appropriate. We believe we have ample opportunities to reduce capital spending if necessary in order to stay within our capital investment plan, including, but not limited to, reducing the number of rigs being utilized in our drilling program to two rigs in this area if necessary for a period of time without risk of losing significant additional acreage.

Further, some additional capital investment has been included inand/or managing our forecast for an anticipated Wattenberg Field acreage trade that would, if completed, increase our working interest in certain wells. The tradecompletion schedule.  This flexibility is expected to closemore limited in the second half of 2017.Delaware Basin given leasehold maintenance requirements.

Wattenberg Field. The 2017 investment forecast has been reduced to approximately $450 million in the Wattenberg Field with three rigs running in the fourth quarter of 2017. Approximately $445 million of our 2017 capital investment program is expected to be allocated to development activities, comprised of approximately $425 million for our operated drilling program and approximately $20 million for wells drilled and operated by others. The remainder of the
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PDC ENERGY, INC.

Wattenberg Field. We are drilling in the Niobrara and Codell plays within the field and anticipate spudding approximately 150 to 165 wells and turning-in-line approximately 145 to 160 operated wells in 2018, which is an increase over our previously-reported guidance for 2018. Our 2018 capital investment program is estimated to be approximately $525 million to $540 million in the Wattenberg Field, with over 90 percent anticipated to be invested in operated drilling and completion activity. The remainder of the Wattenberg Field capital investment program is expected to be used for non-operated wells and miscellaneous well equipmentworkover and capital projects. Wells in the Wattenberg Field typically have productive horizons at a depth of approximately 6,500 to 7,500 feet below the surface. In 2017, our revised investment forecast anticipates spudding approximately 155 and turning-in-line approximately 133 horizontal operated wells with lateral lengths of 4,000 to 10,000 feet.

Delaware Basin. Our 2017 investment forecast contemplates the operation of a three-rig program for the remainder of 2017 in the Delaware Basin. Total capital investment in the Delaware Basin has been increasedin 2018 is estimated to be approximately $345$425 million to $445 million, of which approximately $285 million80 percent is allocated to both spud 24 and turn-in-line an estimated 20 wells. Expected per wellapproximately 25 to 30 operated wells, primarily targeting the Wolfcamp formation.  Based on the timing of our operations and requirements to meet our drilling costsobligations, we may adapt our capital investment program to drill wells different from or in addition to those currently anticipated, as we are continuing to analyze the Delaware Basin have increased by approximately 15 to 20 percent during the second quarter of 2017 as compared to the first quarter of 2017, primarily due to higher costs of services and supplies and longer than anticipated drill cycle times.  To enhance our understandingterms of the geology in the Delaware Basin, we initiated various engineering studies on most of our Delaware Basin wells, including expanded depth pilot holes and logging/seismic services. These studies are providing important information to our operating team; however, they have come with additional unexpected costs. Additionally, mechanical issues have resulted in cost overruns for certain wells. Of the 20 planned turn-in-lines during 2017, 9 are expected to have extended laterals of approximately 10,000 horizontal feet with an estimated 70 to 75 completion stages per well. Similarly spaced completion stages are anticipated for the remaining 11 turn-in-lines. Wells in the Delaware Basin typically have productive horizons at a depth of approximately 9,000 to 11,000 feet below the surface.relevant leases. We plan to invest approximately $15 millionfive percent of our capital for leasing, non-operated capital, seismic and technical studies, with an additional $35 millionapproximately 15 percent for midstream-related projects, including oil and gas connectionsgathering systems and surface location infrastructure. The remaining $10 million of the Delaware Basin capital investment program is expected to be used for non-operated capital projects.

We expect to incur costs associated with the purchase of seismic datawater supply and pilot hole exploratory workdisposal systems. In addition, we are in the Delaware Basin, which will be accounted for as exploration, geologic, and geophysical expense. We estimate that this will result in approximately $5 million to $10 millionprocess of exploration expense in 2017.

Utica Shale. As a result of our evaluation ofevaluating our strategic alternatives with respect to our Utica Shale position, wemidstream assets in the Delaware Basin.

Financial Guidance.
The following table provides financial guidance for the year ended December 31, 2018 for certain expenses and price differentials:
 Low High
Operating Expenses
Lease operating expenses ($/Boe)$3.00
 $3.15
Transportation, gathering and processing expenses ("TGP") ($/Boe)$0.80
 $0.90
Production taxes (% of crude oil, natural gas and NGLs sales)6% 8%
General and administrative expense ($/Boe)$3.40
 $3.70
    
Estimated Price Realizations (% of NYMEX, excludes TGP)
Crude oil91% 95%
Natural gas55% 60%
NGLs30% 35%

Regulatory Update
Proposed Statutory Ballot Initiative. As previously disclosed, certain interest groups in Colorado opposed to oil and natural gas development generally, and hydraulic fracturing in particular, have advanced a ballot initiative that would result in oil and natural gas development in the state being essentially eliminated. Proponents of the initiative have submitted signatures in an effort to qualify the initiative to appear on the ballot in November 2018. The signatures are working towardsubject to a divestitureverification process to be conducted by the Colorado Secretary of these properties during 2017. AsState. This process could take up to 30 days. We do not know what the outcome of June 30,this process will be. If approved by the voters of Colorado, the proposal would take effect by the end of 2018.
The initiative would require all new oil and gas development facilities to be located at least 2,500 feet away from any occupied structure or “vulnerable areas,” broadly defined to include playgrounds, permanent sports fields, amphitheaters, public parks, public open space, public and community drinking water sources, irrigation canals, reservoirs, lakes, rivers, perennial or intermittent streams and creeks and any additional vulnerable areas designated by the state or a local government. The current minimum required setback between oil and gas wells and occupied structures is generally 500 feet. Federal lands would be excluded from the effect of the initiative.
The Colorado Oil and Gas Conservation Commission has estimated that implementation of the proposed initiative would make drilling unlawful on approximately 85 percent of the non-federal surface area of the state of Colorado, and approximately 85 percent of the non-federal surface area of Weld County. If passed, this proposal would effectively prohibit the vast majority of our planned future drilling activities in Colorado, and would therefore make it impossible to continue to pursue our current development plans. This would have a highly material and adverse effect on our results of operations, financial condition and reserves.
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Ozone Classification. In 2016, the EPA increased the state of Colorado’s non-attainment ozone classification for the Denver Metro North Front Range Ozone Eight-Hour Non-Attainment ("Denver Metro/North Front Range NAA") area from “marginal” to “moderate” under the 2008 national ambient air quality standard (“NAAQS”). This increase in non-attainment status triggered significant additional obligations for the state under the Clean Air Act ("CAA") and resulted in Colorado adopting new and more stringent air quality control requirements in November 2017 these assets didthat are applicable to our operations. The Denver Metro/North Front Range NAA is at risk of being reclassified again to “serious” if it does not meet the accounting criteria2008 NAAQS by 2018. The Colorado Department of Public Health and Environment ("CDPHE") has requested that the EPA extend this deadline to 2019. Based on recent air quality monitoring data, however, it appears likely that the Denver Metro/North Front Range NAA will not be classifiedable to meet the 2008 NAAQS even by 2019 and will be reclassified as held-for-sale; therefore, they continue“serious,” likely in 2020 or soon thereafter. A “serious” classification would trigger significant additional obligations for the state under the CAA and could result in new and more stringent air quality control requirements applicable to our operations and significant costs and delays in obtaining necessary permits.
2018 Colorado General Election. A general election will be includedheld in propertiesNovember 2018, with high-profile races on the federal, state and equipment onlocal levels. Newly-elected officials may take a different approach than their predecessors to regulatory and legislative issues affecting the oil and gas industry. Because a substantial portion of our condensed consolidated balance sheets. Subsequentcurrent operations and reserves are located in Colorado, the risks we face with respect to June 30, 2017, we engaged an investment banking group to assist in marketing the Utica properties for sale; therefore, these operationsoutcome of the November 2018 Colorado political elections are expected to be classified as held-for-sale upon meetinggreater than those of our competitors with more geographically diverse operations. We cannot predict the criteria for such classification inoutcome of the third quarter of 2017.election.






 
PDC ENERGY, INC.

Results of Operations

Summary Operating Results

The following table presents selected information regarding our operating results:
 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 Percentage Change 2018 2017 Percentage Change
 (dollars in millions, except per unit data)
Production           
Crude oil (MBbls)3,948
 3,237
 22.0 % 7,745
 5,745
 34.8 %
Natural gas (MMcf)20,687
 17,783
 16.3 % 40,274
 33,367
 20.7 %
NGLs (MBbls)1,987
 1,814
 9.5 % 3,833
 3,357
 14.2 %
Crude oil equivalent (MBoe)9,382
 8,015
 17.1 % 18,290
 14,663
 24.7 %
Average Boe per day (Boe)103,099
 88,078
 17.1 % 101,049
 81,011
 24.7 %
Crude Oil, Natural Gas and NGLs Sales           
Crude oil$252.6
 $148.8
 69.8 % $479.0
 $271.8
 76.2 %
Natural gas30.0
 38.3
 (21.7)% 68.7
 75.3
 (8.8)%
NGLs43.3
 26.5
 63.4 % 83.5
 56.2
 48.6 %
Total crude oil, natural gas and NGLs sales$325.9
 $213.6
 52.6 % $631.2
 $403.3
 56.5 %
            
Net Settlements on Commodity Derivatives           
Crude oil$(25.5) $5.1
 *
 $(52.5) $1.9
 *
Natural gas11.2
 6.8
 64.7 % 13.9
 10.6
 31.1 %
NGLs (propane portion)(2.1) 0.1
 *
 (3.8) 0.1
 *
Total net settlements on derivatives$(16.4) $12.0
 *
 $(42.4) $12.6
 *
            
Average Sales Price (excluding net settlements on derivatives)        
Crude oil (per Bbl)$63.99
 $45.97
 39.2 % $61.85
 $47.31
 30.7 %
Natural gas (per Mcf)1.46
 2.16
 (32.4)% 1.71
 2.26
 (24.3)%
NGLs (per Bbl)21.76
 14.59
 49.1 % 21.78
 16.75
 30.0 %
Crude oil equivalent (per Boe)34.74
 26.65
 30.4 % 34.51
 27.50
 25.5 %
            
Average Costs and Expenses (per Boe)           
Lease operating expenses$3.44
 $2.50
 37.6 % $3.38
 $2.72
 24.3 %
Production taxes2.41
 1.88
 28.2 % 2.34
 1.87
 25.1 %
Transportation, gathering and processing expenses0.96
 0.81
 18.5 % 0.89
 0.84
 6.0 %
General and administrative expense3.97
 3.68
 7.9 % 3.99
 3.81
 4.7 %
Depreciation, depletion and amortization14.46
 15.72
 (8.0)% 14.35
 16.05
 (10.6)%
            
Lease Operating Expenses by Operating Region (per Boe)          
Wattenberg Field$3.29
 $2.22
 48.2 % $3.16
 $2.42
 30.6 %
Delaware Basin3.92
 4.88
 (19.7)% 4.16
 5.53
 (24.8)%
Utica Shale (1)
 1.34
 (100.0)% 3.46
 1.48
 133.8 %
 Three Months Ended June 30, Six Months Ended June 30,
 2017 2016 Percentage Change 2017 2016 Percentage Change
 (dollars in millions, except per unit data)
Production           
Crude oil (MBbls)3,237
 1,993
 62.4 % 5,745
 3,900
 47.3 %
Natural gas (MMcf)17,783
 12,673
 40.3 % 33,367
 23,351
 42.9 %
NGLs (MBbls)1,814
 1,092
 66.1 % 3,357
 1,975
 70.0 %
Crude oil equivalent (MBoe)8,015
 5,197
 54.2 % 14,663
 9,767
 50.1 %
Average Boe per day (Boe)88,078
 57,111
 54.2 % 81,011
 53,664
 50.9 %
Crude Oil, Natural Gas and NGLs Sales           
Crude oil$148.8
 $80.4
 85.1 % $271.8
 $134.4
 102.2 %
Natural gas38.3
 17.4
 120.1 % 75.3
 32.3
 133.1 %
NGLs26.5
 13.0
 103.8 % 56.2
 19.5
 188.2 %
Total crude oil, natural gas, and NGLs sales$213.6
 $110.8
 92.8 % $403.3
 $186.2
 116.6 %
            
Net Settlements on Commodity Derivatives           
Crude oil$5.1
 $38.7
 (86.8)% $1.9
 $92.0
 (97.9)%
Natural gas6.8
 14.6
 (53.4)% 10.6
 28.1
 (62.3)%
NGLs (propane portion)0.1
 
 *
 0.1
 
 *
Total net settlements on derivatives$12.0
 $53.3
 (77.5)% $12.6
 $120.1
 (89.5)%
            
Average Sales Price (excluding net settlements on derivatives)        
Crude oil (per Bbl)$45.97
 $40.37
 13.9 % $47.31
 $34.46
 37.3 %
Natural gas (per Mcf)2.16
 1.37
 57.7 % 2.26
 1.38
 63.8 %
NGLs (per Bbl)14.59
 11.93
 22.3 % 16.75
 9.89
 69.4 %
Crude oil equivalent (per Boe)26.65
 21.33
 24.9 % 27.50
 19.07
 44.2 %
            
Average Costs and Expenses (per Boe)           
Lease operating expenses$2.50
 $2.63
 (4.9)% $2.72
 $2.97
 (8.4)%
Production taxes1.88
 1.16
 62.1 % 1.87
 1.04
 79.8 %
Transportation, gathering and processing expenses0.81
 0.86
 (5.8)% 0.84
 0.87
 (3.4)%
General and administrative expense3.68
 4.54
 (18.9)% 3.81
 4.75
 (19.8)%
Depreciation, depletion and amortization15.72
 20.59
 (23.7)% 16.05
 20.93
 (23.3)%
            
Lease Operating Expenses by Operating Region (per Boe)          
Wattenberg Field$2.22
 $2.66
 (16.5)% $2.42
 $3.00
 (19.3)%
Delaware Basin4.88
 
 *
 5.53
 
 *
Utica Shale1.34
 2.08
 (35.6)% 1.48
 2.28
 (35.1)%

*Percentage change is not meaningful.
Amounts may not recalculate due to rounding.(1)In March 2018, we completed the disposition of our Utica Shale properties.





PDC ENERGY, INC.

Crude Oil, Natural Gas and NGLs Sales

For the three and six months ended June 30, 2017,2018, crude oil, natural gas and NGLs sales revenue increased compared to the three and six months ended June 30, 20162017 due to the following (in millions):

June 30, 2017June 30, 2018
Three Months Ended Six Months EndedThree Months Ended Six Months Ended
(in millions)(in millions)
Increase in production$65.9
 $91.1
$41.4
 $118.2
Increase in average crude oil price18.2
 73.8
71.2
 112.6
Increase in average natural gas price13.9
 29.2
Decrease in average natural gas price(14.5) (22.2)
Increase in average NGLs price4.8
 23.0
14.2
 19.3
Total increase in crude oil, natural gas and NGLs sales revenue$102.8
 $217.1
$112.3
 $227.9

Crude Oil, Natural Gas and NGLs Production

The following tables presenttable presents crude oil, natural gas and NGLs production. Our acquisitions of assets in the Delaware Basin closed in December 2016; therefore, there is no comparative data for the three and six months ended June 30, 2016:
 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30,
Production by Operating Region 2017 2016 Percentage Change 2017 2016 Percentage Change 2018 2017 Percentage Change 2018 2017 Percentage Change
Crude oil (MBbls)                        
Wattenberg Field 2,798
 1,894
 47.7 % 4,940
 3,712
 33.1 % 2,943
 2,798
 5.2 % 5,823
 4,940
 17.9 %
Delaware Basin 364
 
 *
 639
 
 *
 1,005
 364
 176.1 % 1,876
 639
 193.6 %
Utica Shale 75
 99
 (24.4)% 166
 188
 (12.1)%
Utica Shale (1) 
 75
 (100.0)% 46
 166
 (72.3)%
Total 3,237
 1,993
 62.4 % 5,745
 3,900
 47.3 % 3,948
 3,237
 22.0 % 7,745
 5,745
 34.8 %
Natural gas (MMcf)                        
Wattenberg Field 15,192
 12,098
 25.6 % 28,906
 22,268
 29.8 % 15,836
 15,192
 4.2 % 31,360
 28,906
 8.5 %
Delaware Basin 2,025
 
 *
 3,271
 
 *
 4,851
 2,025
 139.6 % 8,500
 3,271
 159.9 %
Utica Shale 566
 575
 (1.6)% 1,190
 1,083
 9.9 %
Utica Shale (1) 
 566
 (100.0)% 414
 1,190
 (65.2)%
Total 17,783
 12,673
 40.3 % 33,367
 23,351
 42.9 % 20,687
 17,783
 16.3 % 40,274
 33,367
 20.7 %
NGLs (MBbls)                        
Wattenberg Field 1,551
 1,047
 48.1 % 2,909
 1,888
 54.1 % 1,544
 1,551
 (0.5)% 2,973
 2,909
 2.2 %
Delaware Basin 212
 
 *
 343
 
 *
 443
 212
 109.0 % 826
 343
 140.8 %
Utica Shale 51
 45
 11.9 % 105
 87
 19.8 %
Utica Shale (1) 
 51
 (100.0)% 34
 105
 (67.6)%
Total 1,814
 1,092
 66.1 % 3,357
 1,975
 70.0 % 1,987
 1,814
 9.5 % 3,833
 3,357
 14.2 %
Crude oil equivalent (MBoe)                        
Wattenberg Field 6,882
 4,957
 38.8 % 12,667
 9,311
 36.0 % 7,126
 6,882
 3.5 % 14,023
 12,667
 10.7 %
Delaware Basin 914
 
 *
 1,527
 
 *
 2,256
 914
 147.0 % 4,118
 1,527
 169.6 %
Utica Shale 219
 240
 (8.5)% 469
 456
 2.8 %
Utica Shale (1) 
 219
 (100.0)% 149
 469
 (68.2)%
Total 8,015
 5,197
 54.2 % 14,663
 9,767
 50.1 % 9,382
 8,015
 17.1 % 18,290
 14,663
 24.7 %
Average crude oil equivalent per day (Boe)            Average crude oil equivalent per day (Boe)          
Wattenberg Field 75,621
 54,478
 38.8 % 69,984
 51,159
 36.8 % 78,308
 75,621
 3.6 % 77,475
 69,984
 10.7 %
Delaware Basin 10,047
 
 *
 8,437
 
 *
 24,791
 10,047
 146.8 % 22,751
 8,437
 169.7 %
Utica Shale 2,410
 2,633
 (8.5)% 2,590
 2,505
 3.4 %
Utica Shale (1) 
 2,410
 (100.0)% 823
 2,590
 (68.2)%
Total 88,078
 57,111
 54.2 % 81,011
 53,664
 51.0 % 103,099
 88,078
 17.1 % 101,049
 81,011
 24.7 %
* Percentage change is not meaningful.
Amounts may not recalculate due to rounding.
(1)In March 2018, we completed the disposition of our Utica Shale properties.


PDC ENERGY, INC.


The following table presents our crude oil, natural gas and NGLs production ratio by operating region:

Three Months Ended June 30, 2018
         
  Crude Oil Natural Gas NGLs Total
Wattenberg Field 41% 37% 22% 100%
Delaware Basin 45% 36% 20% 100%
         
Three Months Ended June 30, 2017
         
  Crude Oil Natural Gas NGLs Total
Wattenberg Field 41% 37% 23% 100%
Delaware Basin 40% 37% 23% 100%

Six Months Ended June 30, 2018
         
  Crude Oil Natural Gas NGLs Total
Wattenberg Field 42% 37% 21% 100%
Delaware Basin 46% 34% 20% 100%
         
Six Months Ended June 30, 2017
         
  Crude Oil Natural Gas NGLs Total
Wattenberg Field 39% 38% 23% 100%
Delaware Basin 42% 36% 22% 100%

Wattenberg Field. In the Wattenberg Field, we rely on third-party midstream service providers to construct gathering, compression and processing facilities to keep pace with our and the overall field's natural gas production growth. From time to time,During the three and six months ended June 30, 2018, our production has beenwas adversely affectedimpacted by high line pressures on the gas gathering facilities, primarily due to higher ambient temperatures and increases in field-wide production volumes. In 2015, our primary midstream service provider added additional facilities which significantly reduced production constraints from late 2015 to mid-2017. However, we are
PDC ENERGY, INC.

starting to experiencevolumes, gathering line freezes that occur more often at higher line pressures due primarily to continued growth in field-wideand unexpected facility downtime. Line pressures did not materially affect our production volumes. As a result, we anticipate higherduring the three and six months ended June 30, 2017. During the six months ended June 30, 2018 and 2017, 97 percent and 92 percent, respectively, of our production curtailments in the second half of 2017 and through most of 2018 until our primary midstream provider completes construction of an additional midstream plant and facilities. We believe that our 2017 production guidance range appropriately reflects the foreseeable impact of such higher gathering line pressures in the Wattenberg Field;Field was delivered from horizontal wells, with the remaining production coming from vertical wells. The horizontal wells are less prone to curtailments than the vertical wells because they are newer and have greater producing capacity and higher formation pressures and therefore tend to be more resilient to gas system pressure issues; however, such curtailment estimations may differ fromcurrently all of our wells in the actual impactfield are experiencing some adverse impact. We have continued to production dueoperate in a constrained environment into the third quarter of 2018. Additional processing capacity was brought into operation by DCP Midstream, LP ("DCP") in August 2018, with further processing capacity scheduled to incremental uncertainties.be brought into operation during the second quarter of 2019.

We continue to work closely with our third partythird-party midstream providers in an effort to ensure that adequate midstream system capacity is available going forward in the Wattenberg Field. For example, weWe, along with other operators, have made a commitment withto DCP Midstream, LP ("DCP") in December 2016 in connection with DCP'sto support its construction of two additional gathering, compression, and processing facilities, including a plant that was completed and turned on line in August 2018, with associated gathering and compression in the field. This expansion isThese expansions are expected to increase DCP's system capacity, assist in the control of line pressures on its natural gas gathering facilities and reduce production curtailments in the field. We will be bound to the incremental volume requirements in this agreementthese agreements for a period of seven years beginning on the first day of the calendar month after the actual in-service date of the relevant plant. The second plant which is currently expectedscheduled to occurbe completed and turned on line in late 2018. The agreement imposesthe second quarter of 2019. These agreements impose a baseline volume commitment and we are required for the first three years of the contract to guarantee a certain target profit margin to DCP on thesethose volumes sold.during the initial three years of the contracts. Under our current drilling plans and in the current commodity pricing environment, we expect to meet both the baseline and incremental volume commitments, and we believe that the contractual target profit margin will be achieved without an additionalwith minimal, if any, payment from us. See the footnote titled Commitments and Contingencies to our condensed consolidated financial statements included elsewhere in this report for additional details regarding these agreements. In addition, we have begun early discussions with DCP with respect to further increasing its processing capacity in the agreement.Wattenberg Field. We also seekcontinue to negotiate construction of incremental projects designed to add capacity towork with our primary third-partyother midstream service provider'sproviders in the field in an effort to ensure all of the existing infrastructure is fully utilized and that all options for system between major new facility expansions.

expansions are evaluated and implemented, where possible. The ultimate timing and availability of adequate infrastructure is not within our control and if our midstream service provider’s construction projects are delayed, we could experience higher gathering line pressures that may negatively impact our ability to fulfill our growth plans. Total system infrastructure performance may also be affected by a number of other factors, including potential additional increases in production from the Wattenberg Field.

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service providers' construction projects are delayed, we could experience elevated gathering line pressures for extended periods of time that would negatively impact our ability to meet our production targets.

Delaware Basin. Due to prolific development and the resulting increased production in the Delaware Basin, product takeaway infrastructure downstream of in-field gathering and processing facilities is operating near capacity. We are dependent upon third parties to construct downstream takeaway infrastructure, including crude oil, natural gas and NGL pipelines. This has the potential to lead to near term production constraints until new capacity is added. We expect additional infrastructure to be built starting in the second half of 2019. Until the additional infrastructure is turned on line, our production may be negatively impacted by midstream capacity issues from time to time. We have the option to transport a portion of our crude oil production via truck or rail; however, doing so would decrease the realized prices we receive. A current trucking shortage in the basin could result in increased differentials. In the second quarter of 2018, we entered into separate agreements for pipeline capacity for portions of our Delaware Basin crude oil and natural gas production. The crude oil agreement runs through December 2023 and provides for firm physical takeaway for approximately 85 percent of our forecasted 2018 and 2019 Delaware Basin crude oil volumes. The agreement provides us with price diversification through realization of export market pricing via a Corpus Christi terminal and exposure to Brent-weighted prices. As a result of this agreement, we expect to realize between 88 and 92 percent of West Texas Intermediate ("WTI") crude oil pricing for our total Delaware Basin production through 2018 and 2019, after deducting transportation and other related marketing expenses. Our actual realization for all Delaware Basin production for the second quarter of 2018 was 92 percent of WTI crude oil pricing. Our Delaware Basin natural gas sales agreements run through December 2019 and provide for firm physical takeaway capacity, which varies from approximately between 40,000 MMbtu and 75,000 MMbtu per day of our Delaware Basin natural gas volumes during the period of the agreements. Our Delaware Basin natural gas sales were partially curtailed during the second quarter of 2018 as a result of a shortage of our midstream compression capacity in our Central area of the basin. We plan to install additional compression in this area during the third quarter of 2018, which we expect will provide sufficient capacity to move our Central area natural gas volumes.

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Crude Oil, Natural Gas and NGLs Pricing

Our results of operations depend upon many factors. Key factors areinclude the price of crude oil, natural gas and NGLs and our ability to market our production effectively. Crude oil, natural gas and NGLNGLs prices have a high degree of volatility and our realizations can change substantially. Our realizedsales prices for crude oil natural gas, and NGLs increased during the three and six months ended June 30, 20172018 compared to the three and six months ended June 30, 2016.2017. NYMEX average daily crude oil prices increased 641 percent and 2730 percent and NYMEX first-of-the-month natural gas prices increased 63decreased 12 percent and 6111 percent respectively,for the three and six months ended June 30, 2018 as compared to the three and six months ended June 30, 2016. The realized NGL prices in the Wattenberg Field are reflected in the tables below, net of the processing and transport costs that are embedded in the applicable percent-of-proceeds contracts, as are a portion of our Delaware Basin NGL sales.2017.

The following tables present weighted-average sales prices of crude oil, natural gas and NGLs for the periods presented. Our acquisitions of assets in the Delaware Basin closed in December 2016; therefore, there is no comparative data for the three and six months ended June 30, 2016:

  Three Months Ended June 30, Six Months Ended June 30,
Weighted-Average Realized Sales Price by Operating Region     Percentage Change     Percentage Change
(excluding net settlements on derivatives) 2018 2017  2018 2017 
Crude oil (per Bbl)            
Wattenberg Field $64.57
 $46.19
 39.8 % $61.88
 $47.46
 30.4 %
Delaware Basin 62.31
 44.81
 39.1 % 61.86
 46.73
 32.4 %
Utica Shale (1) 
 43.19
 (100.0)% 58.10
 45.05
 29.0 %
Weighted-average price 63.99
 45.97
 39.2 % 61.85
 47.31
 30.7 %
 Natural gas (per Mcf)            
Wattenberg Field $1.43
 $2.24
 (36.2)% $1.67
 $2.30
 (27.4)%
Delaware Basin 1.54
 1.37
 12.4 % 1.78
 1.60
 11.3 %
Utica Shale (1) 
 2.76
 (100.0)% 2.68
 2.88
 (6.9)%
Weighted-average price 1.46
 2.16
 (32.4)% 1.71
 2.26
 (24.3)%
NGLs (per Bbl)            
Wattenberg Field $19.60
 $14.13
 38.7 % $19.86
 $16.24
 22.3 %
Delaware Basin 29.26
 17.33
 68.8 % 28.56
 19.33
 47.7 %
Utica Shale (1) 
 17.10
 (100.0)% 24.29
 22.58
 7.6 %
Weighted-average price 21.76
 14.59
 49.1 % 21.78
 16.75
 30.0 %
Crude oil equivalent (per Boe)            
Wattenberg Field $34.09
 $26.91
 26.7 % $33.64
 $27.50
 22.3 %
Delaware Basin 36.80
 24.91
 47.7 % 37.58
 27.32
 37.6 %
Utica Shale (1) 
 25.72
 (100.0)% 30.98
 28.29
 9.5 %
Weighted-average price 34.74
 26.65
 30.4 % 34.51
 27.50
 25.5 %
  Three Months Ended June 30, Six Months Ended June 30,
 Weighted-Average Realized Sales Price by Operating Region     Percentage Change     Percentage Change
(excluding net settlements on derivatives) 2017 2016  2017 2016 
Crude oil (per Bbl)            
Wattenberg Field $46.19
 $40.41
 14.3% $47.46
 $34.51
 37.5%
Delaware Basin 44.81
 
 *
 46.73
 
 *
Utica Shale 43.19
 39.57
 9.1% 45.05
 33.44
 34.7%
Weighted-average price 45.97
 40.37
 13.9% 47.31
 34.46
 37.3%
 Natural gas (per Mcf)            
Wattenberg Field $2.24
 $1.36
 64.7% $2.30
 $1.38
 66.7%
Delaware Basin 1.37
 
 *
 1.60
 
 *
Utica Shale 2.76
 1.58
 74.7% 2.88
 1.51
 90.7%
Weighted-average price 2.16
 1.37
 57.7% 2.26
 1.38
 63.8%
NGLs (per Bbl)            
Wattenberg Field $14.13
 $11.87
 19.0% $16.24
 $9.78
 66.1%
Delaware Basin 17.33
 
 *
 19.33
 
 *
Utica Shale 17.10
 13.27
 28.9% 22.58
 12.29
 83.7%
Weighted-average price 14.59
 11.93
 22.3% 16.75
 9.89
 69.4%
Crude oil equivalent (per Boe)            
Wattenberg Field $26.91
 $21.27
 26.5% $27.50
 $19.03
 44.5%
Delaware Basin 24.91
 
 *
 27.32
 
 *
Utica Shale 25.72
 22.59
 13.9% 28.29
 19.75
 43.2%
Weighted-average price 26.65
 21.33
 24.9% 27.50
 19.07
 44.2%
* Percentage change is not meaningful.
Amounts may not recalculate due to rounding.
(1)In March 2018, we completed the disposition of our Utica Shale properties.

Crude oil, natural gas and NGLs revenues are recognized when we have transferred control of crude oil, natural gas or NGLs production to the purchaser. We consider the transfer of control to have occurred when the purchaser has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the crude oil, natural gas or NGLs production. We record sales revenue based on an estimate of the volumes delivered at estimated prices as determined by the applicable sales agreement. We estimate our sales volumes based on company-measured volume readings. We then adjust our crude oil, natural gas and NGLs sales in subsequent periods based on the data received from our purchasers that reflects actual volumes and prices received.

Our crude oil, natural gas and NGLs sales are recorded underusing either the “net-back” or "gross" method of accounting, depending upon the related purchase agreement. We use the net-back method when control of accounting forthe crude oil, natural gas andor NGLs as well as the majority of our crude oil production from the Wattenberg Field, for all of our crude oil, NGLs, and a portion of our natural gas in the Delaware Basin, and for crude oil from the Utica Shale, ashas been transferred to the purchasers of these commodities also providethat are providing transportation, gathering andor processing services. In these situations, the purchaser pays us proceeds based on a percent of the proceeds or have fixed our sales price at index less specified deductions. We sell our commodities at the wellhead, or what is equivalent to the wellhead in situations where we gather multiple wells into larger pads, and collect a price and recognize revenues based on the wellhead sales price, as transportation and processing costs downstream of the wellhead are incurred by the purchaser and therefore embedded in the wellhead price. The net-back method results in the recognition of a net sales price that is lower than the indices
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PDC ENERGY, INC.

for which the production is based because the operating costs and profit of the midstream facilities are embedded in the net price we earn.

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PDC ENERGY, INC.
are paid.

We use the gross method of accounting for Wattenberg Fieldwhen control of the crude oil, delivered through certain pipelines, a portion of our natural gas in the Delaware Basin, and for natural gas andor NGLs sales relatedis not transferred to production from the Utica Shale, as the purchasers doand the purchaser does not provide transportation, gathering or processing services as a function of the price we earn.receive. Rather, we contract separately with midstream providers for the applicable transport and processing based on a per unit basis. Under this method, we recognize revenues based on the gross selling price and recognize transportation, gathering and processing expenses.

We adopted the New Revenue Standard effective January 1, 2018. Under the New Revenue Standard, certain crude oil sales in the Wattenberg Field that were recognized using the gross method prior to the adoption of the New Revenue Standard are recognized using the net-back method. In the Delaware Basin, certain crude oil and natural gas sales that were recognized using the gross method prior to the adoption of the New Revenue Standard are recognized using the net-back method. If we had adopted the New Revenue Standard on January 1, 2017, we estimate that the average realization percentage before transportation, gathering and processing expenses for the three months ended June 30, 2017 would have been 94 percent, 67 percent and 30percent for crude oil, natural gas and NGLs, respectively, as $2.8 million in expenses currently recorded in transportation, gathering and processing expense on our condensed consolidated statements of operations for that period would, in that case, have been reflected as a reduction to the sales price. For the six months ended June 30, 2017, the realization percentage before transportation, gathering and processing expense would have been 93 percent, 69 percent and 33percent for crude oil, natural gas and NGLs, respectively, as $5.4 million in expenses currently recorded in transportation, gathering and processing expense on our condensed consolidated statements of operations for that period would have been reflected as a reduction to the sales price. However, the net realized price after transportation, gathering and processing would not have changed.

As discussed above, we enter into agreements for the sale and transportation, gathering and processing of our production, the terms of which can result in variances in the per unit realized prices that we receive for our crude oil, natural gas and NGLs. Information related to the components and classifications in the condensed consolidated statements of operations is shown below. For crude oil, the average NYMEX prices shown below are based upon average daily prices throughout each month and, ourfor natural gas, the average NYMEX pricing is based upon first-of-the-month index prices, as in each case this is the method used to sell the majority of each of these commodities pursuant to terms of the respective sales agreements. For NGLs, we use the NYMEX crude oil price as a reference for presentation purposes. The average realized price both before and after transportation, gathering and processing expenses shown in the table below represents our approximate composite per barrel price for NGLs.
For the three months ended
June 30, 2017
 Average NYMEX Price Average Realization Percentage Before Transportation, Gathering and Processing Expenses Average Realized Price Before Transportation, Gathering and Processing Expenses Average Transportation, Gathering and Processing Expenses Average Realized Price After Transportation, Gathering and Processing Expenses
Crude oil (per Bbl) $48.28
 95% $45.97
 $1.38
 $44.59
Natural gas (per MMBtu) 3.18
 68% 2.16
 0.08
 2.08
NGLs (per Bbl) 48.28
 30% 14.59
 0.31
 14.28
Crude oil equivalent (per Boe) 37.48
 71% 26.65
 0.81
 25.84
           
For the three months ended
June 30, 2016
 Average NYMEX Price Average Realization Percentage Before Transportation, Gathering and Processing Expenses Average Realized Price Before Transportation, Gathering and Processing Expenses Average Transportation, Gathering and Processing Expenses Average Realized Price After Transportation, Gathering and Processing Expenses
Crude oil (per Bbl) $45.59
 89% $40.37
 $1.63
 $38.74
Natural gas (per MMBtu) 1.95
 70% 1.37
 0.07
 1.30
NGLs (per Bbl) 45.59
 26% 11.93
 0.26
 11.67
Crude oil equivalent (per Boe) 31.82
 67% 21.33
 0.86
 20.47
For the Three Months Ended June 30, 2018 Average NYMEX Price Average Realized Price Before Transportation, Gathering and Processing Expenses Average Realization Percentage Before Transportation, Gathering and Processing Expenses Average Transportation, Gathering and Processing Expenses Average Realized Price After Transportation, Gathering and Processing Expenses Average Realization Percentage After Transportation, Gathering and Processing Expenses
Crude oil (per Bbl) $67.88
 $63.99
 94% $0.92
 $63.07
 93%
Natural gas (per MMBtu) 2.80
 1.46
 52% 0.24
 1.22
 44%
NGLs (per Bbl) 67.88
 21.76
 32% 0.18
 21.58
 32%
Crude oil equivalent (per Boe) 49.11
 34.74
 71% 0.96
 33.78
 69%
             
For the Three Months Ended June 30, 2017 Average NYMEX Price Average Realized Price Before Transportation, Gathering and Processing Expenses Average Realization Percentage Before Transportation, Gathering and Processing Expenses Average Transportation, Gathering and Processing Expenses Average Realized Price After Transportation, Gathering and Processing Expenses Average Realization Percentage After Transportation, Gathering and Processing Expenses
Crude oil (per Bbl) $48.28
 $45.97
 95% $1.38
 $44.59
 92%
Natural gas (per MMBtu) 3.18
 2.16
 68% 0.08
 2.08
 65%
NGLs (per Bbl) 48.28
 14.59
 30% 0.31
 14.28
 30%
Crude oil equivalent (per Boe) 37.48
 26.65
 71% 0.81
 25.84
 69%
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PDC ENERGY, INC.


For the six months ended
June 30, 2017
 Average NYMEX Price Average Realization Percentage Before Transportation, Gathering and Processing Expenses Average Realized Price Before Transportation, Gathering and Processing Expenses Average Transportation, Gathering and Processing Expenses Average Realized Price After Transportation, Gathering and Processing Expenses
For the Six Months Ended June 30, 2018 Average NYMEX Price Average Realized Price Before Transportation, Gathering and Processing Expenses Average Realization Percentage Before Transportation, Gathering and Processing Expenses Average Transportation, Gathering and Processing Expenses Average Realized Price After Transportation, Gathering and Processing Expenses Average Realization Percentage After Transportation, Gathering and Processing Expenses
Crude oil (per Bbl) $50.10
 94% $47.31
 $1.44
 $45.87
 $65.37
 $61.85
 95% $0.80
 $61.05
 93%
Natural gas (per MMBtu) 3.25
 70% 2.26
 0.09
 2.17
 2.90
 1.71
 59% 0.23
 1.48
 51%
NGLs (per Bbl) 50.10
 33% 16.75
 0.35
 16.40
 65.37
 21.78
 33% 0.21
 21.57
 33%
Crude oil equivalent (per Boe) 38.50
 71% 27.50
 0.84
 26.66
 47.77
 34.51
 72% 0.89
 33.62
 70%
                      
For the six months ended
June 30, 2016
 Average NYMEX Price Average Realization Percentage Before Transportation, Gathering and Processing Expenses Average Realized Price Before Transportation, Gathering and Processing Expenses Average Transportation, Gathering and Processing Expenses Average Realized Price After Transportation, Gathering and Processing Expenses
For the Six Months Ended June 30, 2017 Average NYMEX Price Average Realized Price Before Transportation, Gathering and Processing Expenses Average Realization Percentage Before Transportation, Gathering and Processing Expenses Average Transportation, Gathering and Processing Expenses Average Realized Price After Transportation, Gathering and Processing Expenses Average Realization Percentage After Transportation, Gathering and Processing Expenses
Crude oil (per Bbl) $39.52
 87% $34.46
 $1.58
 $32.88
 $50.10
 $47.31
 94% $1.44
 $45.87
 92%
Natural gas (per MMBtu) 2.02
 68% 1.38
 0.08
 1.30
 3.25
 2.26
 70% 0.09
 2.17
 67%
NGLs (per Bbl) 39.52
 25% 9.89
 0.28
 9.61
 50.10
 16.75
 33% 0.35
 16.40
 33%
Crude oil equivalent (per Boe) 28.60
 67% 19.07
 0.87
 18.20
 38.50
 27.50
 71% 0.84
 26.66
 69%

Commodity Price Risk Management, Net

We use commodity derivative instruments to manage fluctuations in crude oil, natural gas and NGLs prices. We have in place a variety of collars, fixed-price swaps and basis swaps on a portion of our estimated crude oil, natural gas and propane production. Because we sell all of our crude oil, natural gas, and NGLs production at prices related to the indexes inherent in our underlying derivative instruments, we ultimately realize value related to our collars of no less than the floor and no more than the ceiling. For our commodity swaps, we ultimately realize the fixed price value related to the swaps. See the footnote titled Commodity Derivative Financial Instruments to our condensed consolidated financial statements included elsewhere in this report for a detailed presentation of our derivative positions as of June 30, 2017.2018.

Commodity price risk management, net, includes cash settlements upon maturity of our derivative instruments, andas well as the change in fair value of unsettled commodity derivatives related to our crude oil, natural gas and propane production. Commodity price risk management, net, does not include derivative transactions related to our gas marketing, which are included in other income and other expenses.

Net settlements of commodity derivative instruments are based on the difference between the crude oil, natural gas and propane index prices at the settlement date of our commodity derivative instruments compared to the respective strike prices contracted for the settlement months that were established at the time we entered into the commodity derivative transaction. The net change in fair value of unsettled commodity derivatives is comprised of the net value increase or decrease in the beginning-of-period fair value of commodity derivative instruments that settled during the period, and the net change in fair value of unsettled commodity derivatives during the period or from inception of any new contracts entered into during the applicable period. The corresponding impact of settlement of the commodity derivative instruments during the period is included in net settlements for the period. The net change in fair value of unsettled commodity derivatives during the period is primarily related to shifts in the crude oil, natural gas and NGLs forward curves and changes in certain differentials.
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The following table presents net settlements and net change in fair value of unsettled derivatives included in commodity price risk management, net:

Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
2017 2016 2017 20162018 2017 2018 2017
(in millions)(in millions)
Commodity price risk management gain (loss), net:              
Net settlements of commodity derivative instruments:              
Crude oil fixed price swaps and collars$5.1
 $38.7
 $1.9
 $92.0
Crude oil fixed price swaps, collars and rollfactors$(37.2) $5.1
 $(63.9) $1.9
Crude oil basis protection swaps11.7
 
 11.4
 
Natural gas fixed price swaps and collars4.8
 14.6
 8.5
 28.1
2.5
 4.8
 2.6
 8.5
Natural gas basis protection swaps2.0
 
 2.0
 
8.7
 2.0
 11.2
 2.0
NGLs (propane portion) fixed price swaps0.1
 
 0.1
 
(2.1) 0.1
 (3.8) 0.1
Total net settlements of commodity derivative instruments12.0
 53.3
 12.5
 120.1
(16.4) 12.0
 (42.5) 12.5
Change in fair value of unsettled commodity derivative instruments:              
Reclassification of settlements included in prior period changes in fair value of commodity derivative instruments(5.1) (60.8) 18.4
 (115.5)18.1
 (5.1) 32.0
 18.4
Crude oil fixed price swaps and collars43.1
 (57.8) 88.7
 (62.8)
Crude oil fixed price swaps, collars and rollfactors(111.4) 43.1
 (152.9) 88.7
Natural gas fixed price swaps and collars8.3
 (27.5) 16.7
 (23.1)(2.3) 8.3
 (3.2) 16.7
Natural gas basis protection swaps(0.2) 
 2.3
 (0.4)(1.7) (0.2) 5.0
 2.3
NGLs (propane portion) fixed price swaps(0.2) 
 
 
(2.4) (0.2) (1.8) 
Net change in fair value of unsettled commodity derivative instruments45.9
 (146.1) 126.1
 (201.8)(99.7) 45.9
 (120.9) 126.1
Total commodity price risk management gain (loss), net$57.9
 $(92.8) $138.6
 $(81.7)$(116.1) $57.9
 $(163.4) $138.6

Net settlements of commodity derivatives and net change in fair value of unsettled derivatives decreased for the three and six months ended June 30, 20172018 as compared to the three and six months ended June 30, 2016.  We entered into agreements for2017 as a result of the derivative instruments that settled throughout 2016 prior toincrease in future commodity prices becoming depressedduring the first half of 2018 compared to a decrease during the first half of 2017. Our decrease in late 2014.  Substantially all of these higher-value agreements had settled by the end of 2016.  Netnet settlements for the three and six months ended June 30, 2017 reflect2018 was partially offset by an $11.3 million realized gain on the early settlement of certain commodity derivative basis protection positions, including $10.3 million for the early settlement of crude oil basis protection instruments and $1.0 million for the early settlement of natural gas basis protection instruments, both for our Delaware Basin operations. The volumes associated with these instruments were impacted by certain marketing agreements entered into since 2015, which more closely approximate recent realized prices.  Based uponduring the forward strip pricing atthree months ended June 30, 2017, we expect that settlements will continue2018 which eliminated the underlying sale price variability, and therefore there was no longer a variable to be substantially lower in 2017 on a relative basis as compared to those in 2016.hedge.

Lease Operating Expenses

Lease operating expenses improvedincreased 61 percent to $2.50 per Boe and $2.72 per Boe during the three and six months ended June 30, 2017, respectively, compared to $2.63 per Boe and $2.97 per Boe during the three and six months ended June 30, 2016, respectively. The improvement$32.3 million in lease operating expense per Boe was predominately driven by production growth of 54 percent and 50 percent during the three and six months ended June 30, 2017, respectively, which was partially offset by higher lease operating expense of $4.88 per Boe and $5.53 per Boe in the Delaware Basin during the three and six months ended June 30, 2017, respectively.

Aggregate lease operating expenses during the three months ended June 30, 2017 increased $6.42018 compared to $20.0 million as compared toin the three months ended June 30, 2016, of which $4.5 million related to our recently-acquired properties in the Delaware Basin.2017. The increase of $6.4 million iswas primarily due to increases of $2.4$4.4 million for increased workover projects, $1.6 million related to additional compressor and equipment rentals, $1.2 million for payroll and employee benefits related to increases in headcount, for 2017 as compared to 2016, $1.0$1.2 million for water hauling, $1.0environmental remediation expenses, $0.8 million related to compressor rentals,midstream expense in the Delaware Basin and $0.5$0.8 million for workover projects. These increases were partially offsetproduced water disposal. Lease operating expense per Boe increased by a decrease of $0.4 million in environmental remediation costs.38 percent to $3.44 for the three months ended June 30, 2018 from $2.50 for the three months ended June 30, 2017.

Aggregate leaseLease operating expenses duringincreased 55 percent to $61.9 million in the six months ended June 30, 2017 increased $10.82018 compared to $39.8 million as compared toin the six months ended June 30, 2016, of which $8.4 million related to our recently-acquired properties in the Delaware Basin.2017. The increase of $10.8 million iswas primarily due to increases of $4.2$4.6 million for increased workover projects, $3.1 million for payroll and employee benefits related to increases in headcount, for 2017 as compared to 2016, $1.8 million for water hauling, $1.7 million for workover projects, and $1.7$2.9 million related to additional compressor rentals. These increases were partially offset by a decrease of $1.6and equipment rentals, $2.5 million related to midstream expense in the Delaware Basin, $2.1 million for environmental remediation costs. We expect continued increases in our headcount throughexpenses, $1.3 million for produced water disposal and $1.1 million related to chemical treatment programs. Lease operating expense per Boe increased by 24 percent to $3.38 for the remainder of 2017 as we grow our Delawaresix months ended June 30, 2018 from $2.72 for the six months ended June 30, 2017.

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Basin production base and production team. We expect much of this increased cost of personnel will be offset by increases in our production.

Production Taxes

Production taxes are comprised mainly of severance tax and ad valorem tax and are directly related to crude oil, natural gas and NGLs sales and are generally assessed as a percentage of net revenues. ThereFrom time to time, there are a number of adjustments to the statutory rates for these taxes based upon certain credits that are determined based upon activity levels and relative commodity prices from year-to-year. The $9.0

Production taxes increased 50 percent to $22.6 million and $17.3 million increases in production taxes during the three and sixmonths ended June 30, 2018 compared to $15.0 million in the three months ended June 30, 2017, respectively, comparedprimarily due to the three and six months ended June 30, 2016 were primarily related to the 9353 percent and 117 percent increasesincrease in crude oil, natural gas and NGLs sales andfor the three months ended June 30, 2018 compared to the three months ended June 30, 2017, as well as an increase in our effectivethe ad valorem tax rate in the Delaware Basin related to approximately sevenan increase in assessed property values.

Production taxes increased 56 percent to $42.8 million in the six months ended June 30, 2018 compared to $27.4 million in the six months ended June 30, 2017, primarily due to the 57 percent increase in crude oil, natural gas and NGLs sales for the three andsix months ended June 30, 2018 compared to the six months ended June 30, 2017, as comparedwell as an increase in the ad valorem tax rate in the Delaware Basin related to five percent for the three and six months ended June 30, 2016.an increase in assessed property values.

Transportation, Gathering and Processing Expenses

Transportation,gathering and processing expenses increased $2.038 percent to $9.0 million and $3.9 million duringin the three and six months ended June 30, 2017, respectively,2018 compared to $6.5 million in the three and six months ended June 30, 2016.2017. The primary driversincrease was primarily due to an increase of these increases were$5.2 million related to natural gas gathering and transportation operations in the Delaware Basin and a $1.2 million and $2.2 million increasesincrease in oil transportation costs due to increasedadditional volumes delivered through a pipeline in the Wattenberg Field and increases of $0.7 million and $1.4 million related to natural gas gathering operations in our recently acquired properties in the Delaware Basin, respectively. When feasible, we use pipelines in the Wattenberg Field, to deliver crude oilpartially offset by a $2.8 million decrease resulting from the adoption of the New Revenue Standard on January 1, 2018 whereby we record certain portions of our current transportation, gathering and processing expense as a reduction to the market in an effortsales price and a $1.1 million decrease due to decrease field truck traffic and air emissions.the disposition of the Utica Shale properties. Transportation, gathering and processing expenses per Boe improvedincreased to $0.81 and $0.84$0.96 for the three months ended June 30, 2018 compared to $0.81 for the three months ended June 30, 2017.

Transportation, gathering and processing expenses increased 31 percent to $16.3 million in the six months ended June 30, 2017, respectively,2018 compared to $0.86 and $0.87 for$12.4 million in the three and six months ended June 30, 2016, respectively. 2017. The increase was primarily due to an increase of $8.6 million related to natural gas gathering and transportation operations in the Delaware Basin and a $2.0 million increase in oil transportation costs due to additional volumes delivered through pipelines in the Wattenberg Field, partially offset by a $5.0 million decrease resulting from the adoption of the New Revenue Standard on January 1, 2018 whereby we record certain portions of our current transportation, gathering and processing expense as a reduction to the sales price and a $1.8 million decrease due to the disposition of the Utica Shale properties. Transportation, gathering and processing expenses per Boe increased to $0.89 for the six months ended June 30, 2018 compared to $0.84 for the six months ended June 30, 2017. As discussed in Crude Oil, Natural Gas and NGLs Pricing, whether transportation, gathering and processing costs are presented separately or are reflected as a reduction to net revenue is a function of the terms of the relevant marketing contract.

Impairment of Properties and Equipment
    
Impairment of proved and unproved properties. Amounts represent the retirement or expiration of certain leases that are no longer part of our development plan or that we are not able to extend prior to termination of the lease. Deterioration of commodity prices or other operating circumstances could result in additional impairment charges as such a change could decrease the number of wells drilled in future periods.

During the three months ended June 30, 2017, we impaired certain unproved Delaware Basin leasehold positions totaling $27.0 million that expired during the three months ending June 30, 2017, or are projected to expire between June 30, 2017 and December 31, 2017.  Subsequent to closing the acquisitions in the Delaware Basin, it was determined that development of certain acreage tracts would not meet our internal expectations for acceptable rates of return due to a combination of weakening commodity prices; higher per well development and operational costs; and updated technical analysis.  As a result, we allowed or expect to allow certain acreage to expire, and in other circumstances we were unable to obtain necessary lease term extensions.

The following table sets forth the major components of our impairment of properties and equipment expense:

 Three Months Ended June 30, Six Months Ended June 30,
 2017 2016 2017 2016
 (in millions)
        
Impairment of unproved properties$27.5
 $1.1
 $29.6
 $2.1
Amortization of individually insignificant unproved properties0.1
 0.1
 0.2
 0.1
Impairment of crude oil and natural gas properties
27.6
 1.2
 29.8
 2.2
Land and buildings
 3.0
 
 3.0
Total impairment of properties and equipment$27.6
 $4.2
 $29.8
 $5.2
 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017
 (in millions)
        
Impairment of proved and unproved properties$159.5
 $27.5
 $192.6
 $29.6
Amortization of individually insignificant unproved properties
 0.1
 0.1
 0.2
Impairment of crude oil and natural gas properties
$159.5
 $27.6
 $192.7
 $29.8

General and Administrative Expense

General and administrative expense increased $6.0During the six months ended June 30, 2018, we recorded impairment charges totaling $192.7 million, forincluding $159.5 million during the three months ended June 30, 2017 as compared to2018. During the three months ended June 30, 2016,2018, we identified current and anticipated near-term leasehold expirations within our non-focus areas of which $2.9 million is related to the Delaware Basin.Basin and made the determination that we would no longer pursue plans to develop these properties. The increaseimpaired non-focus leasehold typically has a higher gas to oil ratio and a greater degree of $6.0 million was primarily attributablegeologic complexity than our other Delaware Basin properties and is further impacted by widening natural gas differentials and increased well development costs. We intend to increases of $1.5 millionfocus our future Delaware Basin development in payroll and employee benefits related to an increase in headcount for 2017our oilier core areas where we have identified approximately 450 mid-length lateral equivalent
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as comparedWolfcamp drilling locations. We continue to 2016, $1.1 million related to professional services,explore options for our non-focus areas and $0.4 million in software maintenance agreementsmonitor them for possible future impairment based on similar analyses. We determined the fair value of the properties based upon estimated future discounted cash flow, a Level 3 input, using estimated production and subscriptions.prices at which we reasonably expect the crude oil and natural gas will be sold.
General and Administrative Expense

General and administrative expense increased $9.526 percent to $37.2 million forin the three months ended June 30, 2018 compared to $29.5 million in the three months ended June 30, 2017. The increase was primarily attributable to a $4.1 million increase in payroll and employee benefits, a $1.9 million increase related to professional services and a $1.0 million increase related to government relations.

General and administrative expense increased 31 percent to $72.9 million in the six months ended June 30, 2017 as2018 compared to $55.8 million in the six months ended June 30, 2016, of which $5.7 million is related to the Delaware Basin.2017. The increase of $9.5 million was primarily attributable to increases of $3.8a $10.3 million increase in payroll and employee benefits, due to ana $4.0 million increase in headcount for 2017 as compared to 2016, $1.8 million related to professional services $0.7and a $1.9 million increase in software maintenance agreements and subscriptions, and $0.7 million in rent expense. We expect continued increases in our headcount through the remainder of 2017 as we build out our Delaware Basin operations.government relations expenses.
    
Depreciation, Depletion and Amortization Expense

Crude oil and natural gas properties. DD&A expense related to crude oil and natural gas properties is directly related to proved reserves and production volumes. DD&A expense related to crude oil and natural gas properties was $133.6 million and $258.4 million for the three and six months ended June 30, 2018, respectively, compared to $124.4 million and $232.2 million for the three and six months ended June 30, 2017, respectively, compared to $106.1 million and $202.4 million for the three and six months ended June 30, 2016, respectively. Through June 30, 2017, our capital investment in the Delaware Basin has not yet resulted in the addition of related proved reserves, resulting in an elevated DD&A expense rate for the three and six months ended June 30, 2017.

The period-over-period change in DD&A expense related to crude oil and natural gas properties was primarily due to the following:
 June 30, 2017 June 30, 2018
 Three Months Ended Six Months Ended Three Months Ended Six Months Ended
 (in millions) (in thousands)
Increase in production $56.2
 $94.9
 $25.6
 $58.2
Decrease in weighted-average depreciation, depletion and amortization rates (37.9) (65.1) (16.4) (32.0)
Total increase in DD&A expense related to crude oil and natural gas properties $18.3
 $29.8
 $9.2
 $26.2

The following table presents our per Boe DD&A expense rates for crude oil and natural gas properties:

  Three Months Ended June 30, Six Months Ended June 30,
Operating Region/Area 2018 2017 2018 2017
  (per Boe)
Wattenberg Field $12.94
 $15.30
 $13.23
 $16.05
Delaware Basin 18.34
 18.14
 17.69
 15.46
Utica Shale (1) 
 11.27
 
 11.26
Total weighted-average $14.24
 $15.51
 $14.13
 $15.83
  Three Months Ended June 30, Six Months Ended June 30,
Operating Region/Area 2017 2016 2017 2016
  (per Boe)
Wattenberg Field $15.30
 $20.73
 $16.05
 $21.19
Delaware Basin 18.14
 
 15.46
 
Utica Shale 11.27
 13.84
 11.26
 11.16
Total weighted-average 15.51
 20.41
 15.83
 20.72
(1)The Utica Shale properties were classified as held-for-sale during the third quarter of 2017; therefore, we did not record DD&A
expense on these properties in 2018. In March 2018, we completed the disposition of the properties.

Non-crude oil and natural gas properties. Depreciation expense for non-crude oil and natural gas properties was $2.0 million and $4.0 million for the three and six months ended June 30, 2018, respectively, compared to $1.7 million and $3.2 million for the three and six months ended June 30, 2017, respectively, compared to $0.9 million and $2.0 million for the three and six months ended June 30, 2016, respectively.

Provision for Uncollectible Notes Receivable

In the first quarter of 2016, we recorded a provision for uncollectible notes receivable of $44.7 million to impair two third-party notes receivable whose collection was not reasonably assured. As described in the footnote titled Fair Value of Financial Instruments, in April 2017, we signed a definitive agreement and simultaneously closed on the sale ofsold one of the associated notes receivable to an unrelated third-party. Accordingly, we reversed $40.2 million of the provision for uncollectible notes receivable during the three months ended June 30, 2017, since all cash was collected in April 2017 from the sale of the Promissory Note.2017.

Interest Expense

Interest expense increased $8.9 million to $19.6 million for the three months ended June 30, 2017 compared to $10.7 million for the three months ended June 30, 2016. The increase is primarily attributable to a $6.4 million increase in interest
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relatingInterest Expense

Interest expense decreased $2.2 million to $17.4 million for the issuance of our 2024 Senior Notes,three months ended June 30, 2018 compared to $19.6 million for the three months ended June 30, 2017. The decrease was primarily related to a $2.6$10.0 million increasedecrease in interest expense relating to the issuancenet settlement of our 2021 Convertible Notes,$500 million 7.75% senior notes in December 2017 and a $0.9$1.1 million increase related to fees for the redetermination of the borrowing base under our revolving credit facility. These increasesin capitalized interest. The decreases were partially offset by a $1.3an $8.8 million decreaseincrease in interest expense onrelated to the issuance of our 2016 Convertible2026 Senior Notes which were settled in May 2016.November 2017.

Interest expense increased $16.5decreased $4.1 million to $34.9 million for the six months ended June 30, 2018 compared to $39.1 million for the six months ended June 30, 2017 compared to $22.6 million for the six months ended June 30, 2016.2017. The increase isdecrease was primarily attributablerelated to a $12.7$19.9 million increase in interest relating to the issuance of our 2024 Senior Notes, a $5.1 million increasedecrease in interest expense relating to the issuancenet settlement of our 2021 Convertible Notes,$500 million 7.75% senior notes in December 2017 and a $1.6$2.0 million increase related to fees for the redetermination of the borrowing base under our revolving credit facility. These increasesin capitalized interest. The decreases were partially offset by a $3.4$17.6 million decreaseincrease in interest expense onrelated to the issuance of our 2016 Convertible2026 Senior Notes which were settled in May 2016.November 2017.

Provision for Income Taxes

The effective income tax rates for the three and six months ended June 30, 20172018 were a 22.0 percent and 22.3 percent benefit on loss, respectively, compared to 37.3 percent and 36.8 percent expense on income, respectively, compared to 37.9 percent and 37.5 percent benefit on loss for the three and six months ended June 30, 2016, respectively.2017. The effective income tax rates are based upon a full year forecasted pre-tax income for the year adjusted for permanent differences. The forecasted full year effectivefederal corporate statutory income tax rate has been applieddecreased from 35 percent in 2017 to 21 percent in 2018 pursuant to the quarter-to-date pre-tax income, resulting in an income tax expense for the period. Because the estimate of full-year income or loss may change from quarter to quarter, the effective income tax rate for any particular quarter may not have a meaningful relationship to pre-tax income or loss for the quarter or the actual annual effective income tax rate that is determined at the end of the year. The effective income tax rates for the three and six months ended June 30, 2017 include discrete income tax benefits of $0.2 million and $1.8 million relating to the excess income tax basis recognized with the vesting of stock awards during the three and six months ended June 30, 2017, which resulted in a 0.3 percent and 1.3 percent reduction to our effective income tax rates. There were no significant discrete income tax items recorded during the three months ended June 30, 2016.Tax Act.

Net Income (Loss)/Adjusted Net Income (Loss)
 
The factors resulting in changes in net loss in the three and six months ended June 30, 2018 of $160.3 million and $173.4 million, respectively, and net income in the three and six months ended June 30, 2017 of $41.2 million and $87.4 million, respectively, and a net loss in the three and six months ended June 30, 2016 of $95.5 million and $167.0 million, respectively, are discussed above. These same reasons similarly impacted adjustedAdjusted net income (loss),loss, a non-U.S. GAAP financial measure, with the exception of the net change in fair value of unsettled derivatives, adjusted for taxes, of $28.7was $84.5 million and $78.9$81.4 million for the three and six months ended June 30, 2017,2018, respectively, and $90.5 million and $125.1 million for the three and six months ended June 30, 2016, respectively. Adjustedadjusted net income, (loss), a non-U.S. GAAP financial measure, was $12.5 million and $8.5 million for the three and six months ended June 30, 2017, respectively, and adjustedrespectively. With the exception of the tax affected net losschange in fair value of $5.0unsettled derivatives of $75.8 million and $41.9$92.0 million for the three and six months ended June 30, 2016, respectively.2018, respectively, and $28.7 million and $78.9 million for the three and six months ended June 30, 2017, respectively, these same factors impacted adjusted net income (loss), a non-U.S. GAAP financial measure. See Reconciliation of Non-U.S. GAAP Financial Measures below for a more detailed discussion of thisthese non-U.S. GAAP financial measuremeasures and a reconciliation of this measurethese measures to the most comparable U.S. GAAP measure.measures.


Financial Condition, Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operating activities, our revolving credit facility, proceeds raised in debt and equity capital market transactions and asset sales. For the six months ended June 30, 2017,2018, our net cash flows from operating activities were $263.2$380.9 million.

Our primary source of cash flows from operating activities is the sale of crude oil, natural gas and NGLs. Fluctuations in our operating cash flows are principally driven by commodity prices and changes in our production volumes. Commodity prices have historically been volatile and we manage a portion of this volatility through our use of derivative instruments. We enter into commodity derivative instruments with maturities of no greater than five years from the date of the instrument. Our revolving credit agreementfacility imposes limits on the amount of our production we can hedge, and we may choose not to hedge the maximum amounts permitted. Therefore, we may still have significant fluctuations in our cash flows from operating activities due to the remaining non-hedged portion of our future production. Due to a decreasing leverage ratio that we have recently experienced, the percentage of our expected future production that we currently have hedged is lower than we have historically maintained and we anticipate that this may remain the case in the near term. Based upon our current hedge position and assuming forward strip pricing as of June 30, 2017,2018, our derivatives may notare expected to be a significant source of net cash flowoutflow in the near term.

Our working capital fluctuates for various reasons, including, but not limited to, changes in the fair value of our commodity derivative instruments and changes in our cash and cash equivalents due to our practice of utilizing excess cash to reduce the outstanding borrowings under our revolving credit facility. At June 30, 2017, weWe had working capital deficits of $65.6$391.0 million compared to $129.2and $16.4 million at June 30, 2018 and December 31, 2016.2017, respectively. The decreaseincrease in working capital deficit as of June 30, 20172018 of $374.6 million is primarily the result of a decrease in cash and cash equivalents of $41.8$179.3 million related to capital investment exceeding operating cash flows
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andan increase in accounts payable of $86.2 million related to increased development and exploration activity, which wasthe Bayswater Acquisition, partially offset by the proceeds received from the Utica Shale Divestiture and an increaseamendment to a midstream
dedication agreement, a decrease in the net fair value of our unsettled commodity derivative instruments of $86.8$106.8 million, an increase in accounts payable of $65.1 million related to increased development and exploration activity, and an increase in production tax liability of $19.1 million.

Our cash and cash equivalents were $202.3$1.4 million at June 30, 20172018 and availability under our revolving credit facility was $700.0$678.0 million, providing for a total liquidity position of $902.3$679.4 million as of June 30, 2017. We anticipate that2018. Based on the pricing assumptions described in Executive Summary - Liquidity, we expect our 2018 capital investments willto exceed our 2018 cash flows from operating activities in 2017, resulting inoperations by between $75 million and $100 million, of which we anticipate approximately $65 million will be covered by an amendment to a midstream dedication agreement and the divestiture of our Utica Shale properties. We experienced this outspend during the first half of 2018 and expect cash and cash equivalents estimatedflows from operations to exceed capital investment during the second half of the year. We expect to be between $100 million to $150 million as ofundrawn on our credit facility at December 31, 2017.2018.

Based on our expected cash flows from operations, our cash and cash equivalents and availability under our revolving credit facility, we believe that we will have sufficient capital available to fund our planned activities during 2017. Our liquidity was further augmented bythrough the $40.2 million12-month period following the filing of proceeds received in the second quarter of 2017 from the sale of the Promissory Note, as described previously.this report.

Our revolving credit facility is a borrowing base facility and availability under the facility is subject to redetermination, generally each May and November, based upon a quantification of our proved reserves at each December 31 and June 30, and December 31, respectively. The maturity date of our revolving credit facility is May 2020. Our ability to borrow under the revolving credit facility is limited under our 2022 Senior Notes to the greater of $700 million or the calculated value under an Adjusted Consolidated Tangible Net Asset test, as defined.2023.

In May 2017,2018, we entered into a Fifth Amendment to the Restated Credit Agreement with certain banks and other lenders, including JPMorgan Chase Bank, N.A. as administrative agent. The Restated Credit Agreement amends and restates our Third Amended and Restated Credit Agreement. The amendment, among other things, amends the revolving credit facility to reflect an increase of the borrowing base from $700 million to $950 million. We have elected to maintain a $700 million commitment levelAgreement dated as of May 21, 2013. See the date offootnote titled Long-Term Debt to our condensed consolidated financial statements included elsewhere in this report. In addition,report foradditional information regarding the Fifth Amendment made changes to certain of the covenants in the existing agreement as well as other administrative changes.Restated Credit Agreement.

Amounts borrowed under the revolving credit facility bear interest at either an alternate base rate option or a LIBOR option as defined in the revolving credit facility plus an applicable margin, depending on the percentage of the commitment that has been utilized. As of June 30, 2017,2018, the applicable margin is 1.250.25 percent for the alternate base rate option or 2.251.25 percent for the LIBOR option, and the unused commitment fee is 0.500.375 percent.

We had noa $22.0 million outstanding balance outstanding on our revolving credit facility as of June 30, 2017.2018. In May 2017, we replaced our $11.7 million irrevocable standby letter of credit that we held in favor of a third-party transportation service provider to secure a firm transportation obligation with a $9.3 millioncash deposit, which is classified as restricted cash and is included in other assets on the condensed consolidated balance sheet. As of June 30, 2018 and December 31, 2017, the available funds under our revolving credit facility was $700we had $8.0 million based on our elected commitment level.and $9.3 million in restricted cash, respectively.

Our revolving credit facility contains financial maintenance covenants. The covenants require that we maintain (i) a leverage ratio defined as total debt of less than 4.0 times the trailing 12 months earnings before interest, taxes, depreciation, depletion and amortization, change in fair value of unsettled commodity derivatives, exploration expense, gains (losses) on sales of assets and other non-cash gains (losses) and (ii) an adjusted current ratio of at least 1.0:1.0. Our adjusted current ratio is adjusted by eliminating the impact on our current assets and liabilities of recording the fair value of crude oil and natural gas commodity derivative instruments. Additionally, available borrowings under our revolving credit facility are added to the current asset calculation and the current portion of our revolving credit facility debt is eliminated from the current liabilities calculation. At June 30, 2017,2018, we were in compliance with all debt covenants as defined by the revolving credit agreement, with a leverage ratio of 1.91.6:1.0 and a current ratio of 3.3.2.1:1.0. We expect to remain in compliance throughout the next 12-month period.period following the filing of this report.

The indentures governing our 20222024 Senior Notes and 20242026 Senior Notes contain customary restrictive covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: (a) incur additional debt including under our revolving credit facility, (b) make certain investments or pay dividends or distributions on our capital stock or purchase, redeem or retire capital stock, (c) sell assets, including capital stock of our restricted subsidiaries, (d) restrict the payment of dividends or other payments by restricted subsidiaries to us, (e) create liens that secure debt, (f) enter into transactions with affiliates and (g) merge or consolidate with another company. At June 30, 2017,2018, we were in compliance with all covenants and expect to remain in compliance throughout the next 12-month period.

In January 2017, pursuant to the filing of the supplemental indentures for the 2021 Convertible Senior Notes the 2022 Senior Notes, and the 2024 Senior Notes, our subsidiary PDC Permian, Inc. became a guarantor of the notes.

PDC Permian, Inc. is also the
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PDC ENERGY, INC.

guarantor of our 2026 Senior Notes issued in November 2017.

Cash Flows

Operating Activities. Our net cash flows from operating activities are primarily impacted by commodity prices, production volumes, net settlements from our commodity derivative positions, operating costs and general and administrative expenses. Cash flows from operating activities increased by $65.4$108.4 million to $380.9 million for the six months ended June 30, 20172018 compared to the six months ended June 30, 2016,2017, primarily due to increases in crude oil, natural gas and NGLs sales of $217.1 million and an$227.9 million. This increase in changes in assets and liabilities of $12.3 million related to the timing of cash payments and receipts. These increases werewas offset in part by a decrease in commodity derivative settlements of $107.6$55.0 million and increases in production taxes of $17.3 million, interest expense of $16.5 million, lease operating expenses of $10.8$22.1 million, and general and administrative expenses of $9.5$17.1 million and production taxes of $15.3 million.

Adjusted cash flows from operations, a non-U.S. GAAP financial measure, increased $53.0by $117.7 million to $374.3 million during the six months ended June 30, 20172018 compared to the six months ended June 30, 2016.2017. The increase was primarily due to the same factors mentioned above for changes in cash flows provided by operating activities, without regard to timing of cash payments and receipts of assets and liabilities. Adjusted EBITDAX, a non-U.S. GAAP financial measure, increased by $150.4$73.8 million during the six months ended June 30, 2017,2018, compared to the six months ended June 30, 2016.2017. The increase was primarily the result of increasesan increase in crude oil, natural gas and NGLs sales of $217.1$227.9 million.  This increase was partially offset by a decrease in commodity derivative settlements of $55.0 million, the recording of a provision for uncollectible notes receivable of $44.7 million during the six months ended June 30, 2016, and the reversal of a provision for uncollectible notes receivable of $40.2 million duringin the six months ended June 30, 2017.  These increases were partially offset by a decrease in commodity derivative settlements of $107.6 million2017, and increases in production taxes of $17.3 million, lease operating expenses of $10.8$22.1 million, and general and administrative expenses of $9.5$17.1 million and production taxes of $15.3 million. See Reconciliation of Non-U.S. GAAP Financial Measures, below, for a more detailed discussion of non-U.S. GAAP financial measures.

Investing Activities. Because crude oil and natural gas production from a well declines rapidly in the first few years of production, we need to continue to commit significant amounts of capital in order to maintain and grow our production and replace our reserves. If capital is not available or is constrained in the future, we will be limited to our cash flows from operations and liquidity under our revolving credit facility as the sources for funding our capital investments.

Cash flows from investing activities primarily consist of the acquisition, exploration and development of crude oil and natural gas properties, net of dispositions of crude oil and natural gas properties. Net cash used in investing activities of $299.1$574.1 million during the six months ended June 30, 2017,2018 was primarily related to cash utilized fortoward the purchase price of the Bayswater Acquisition of $181.1 million and our drilling operations, includingand completion activities of $334.4 million, purchases of short-term investments of $49.9 million, and a $9.3 million deposit with a third-party transportation service provider for surety of an existing firm transportation obligation previously secured by a letter of credit.$432.6 million. Partially offsetting these investments was the receipt of approximately $49.9$39.0 million related to the sale of short-term investments, $40.2 million from the sale of the Promissory Note, and $5.4 million related to post-closing settlements of properties acquired in 2016.Utica Shale Divestiture.

Financing Activities. Net cash received from financing activities forof $12.7 million during the six months ended June 30, 2017 decreased by approximately $147.22018 was primarily comprised of net borrowings from our credit facility of $22.0 million, compared to the six months ended June 30, 2016. Certain capital markets and financing activities occurred in 2016 including $296.6 million received from an issuance of our common stock. These amounts werewhich was partially offset by the $115.0$4.5 million paymentrelated to purchases of principal amounts owed upon the maturityour stock and $4.1 million of the 2016 Convertible Notes and net payments of approximately $37.0 milliondebt issuance costs, primarily related to pay down amounts borrowed under our revolving credit facility in the first quarter of 2016.Restated Credit Agreement.

Off-Balance Sheet Arrangements

At June 30, 2017,2018, we had no off-balance sheet arrangements, as defined under SEC rules, which have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital investments or capital resources.

Commitments and Contingencies

See the footnote titled Commitments and Contingencies to the accompanying condensed consolidated financial statements included elsewhere in this report.



Recent Accounting Standards

See the footnote titled Summary of Significant Accounting Policies to the accompanying condensed consolidated financial statements included elsewhere in this report.

Recent Regulatory Developments

On May 2, 2017, in response to an incident in Firestone, Colorado, the Colorado Oil & Gas Conservation Commission (“COGCC”) issued a Notice to Operators (the “Notice”). Among other things, the Notice included requirements for all operators of oil and gas wells in Colorado to inspect all existing flowlines and pipelines located within 1,000 feet of a building unit; inspect any abandoned flowlines or pipelines, regardless of distance to ensure proper abandonment; and test integrity of all connected flowlines. Additional regulations or mandates from the COGCC or other regulators related to this matter are expected to arise.

We timely complied with both phases of the Notice. We have an existing Flowline Integrity Management Program to inspect all Denver-Julesburg Basin wells and related pipelines on an annual basis, and will continue to engage in this process.

Critical Accounting Policies and Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP required management to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses.

There have been no significant changes to our critical accounting policies and estimates or in the underlying accounting assumptions and estimates used in these critical accounting policies from those disclosed in the condensed consolidated financial statements and accompanying notes contained in our 20162017 Form 10-K filed with the SEC on February 28, 2017.27, 2018 and amended on May 1, 2018.

Reconciliation of Non-U.S. GAAP Financial Measures

We use "adjusted cash flows from operations," "adjusted net income (loss)" and "adjusted EBITDAX," non-U.S. GAAP financial measures, for internal management reporting, when evaluating period-to-period changes and, in some cases, providing public guidance on possible future results. Beginning in 2017, we have included non-cash stock-based compensation and exploration, geologic and geophysical expense to our reconciliation of adjusted EBITDAX calculation.  In prior periods, we included adjusted EBITDA, a non-U.S. GAAP financial measure that did not include these adjustments.  We have elected to disclose Adjusted EBITDAX rather than Adjusted EBITDA in this report and other public disclosures because we believe it is more comparable to similar metrics presented by others in the industry. All prior periods have been conformed for comparability of this information. These measures are not measures of financial performance under U.S. GAAP and should be considered in addition to, not as a substitute for, net income (loss) or cash flows from operations, investing or financing activities and should not be viewed as liquidity measures or indicators of cash flows reported in accordance with U.S. GAAP. The non-U.S. GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies. Also, in the future, we may disclose different non-U.S. GAAP financial measures in order to help our investors more meaningfully evaluate and compare our future results of operations to our previously reported results of operations. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not rely on any single financial measure.

Adjusted cash flows from operations. We define adjusted cash flows from operations as the cash flows earned or incurred from operating activities, without regard to changes in operating assets and liabilities. We believe it is important to consider adjusted cash flows from operations, as well as cash flows from operations, as we believe it often provides more transparency into what drives the changes in our operating trends, such as production, prices, operating costs and related operational factors, without regard to whether the related asset or liability was received or paid during the same period. We also use this measure because the timing of cash received from our assets, cash paid to obtain an asset or payment of our obligations has generally been a timing issue from one period to the next as we have not had significant accounts receivable collection problems, nor been unable to purchase assets or pay our obligations.

Adjusted net income (loss). We define adjusted net income (loss) as net income (loss), plus loss on commodity derivatives, less gain on commodity derivatives and net settlements on commodity derivatives, each adjusted for tax effect. We believe it is important to consider adjusted net income (loss), as well as net income (loss). We believe this measure often provides more transparency into our operating trends, such as production, prices, operating costs, net settlements from
PDC ENERGY, INC.

derivatives and related factors, without regard to changes in our net income (loss) from our mark-to-market adjustments resulting from net changes in the fair value of unsettled derivatives. Additionally, other items which are not indicative of future results may be excluded to clearly identify operating trends.

Adjusted EBITDAX. We define adjusted EBITDAX as net income (loss), plus loss on commodity derivatives, interest expense, net of interest income, income taxes, impairment of properties and equipment, exploration, geologic and geophysical expense, depreciation, depletion and amortization expense, accretion of asset retirement obligations and non-cash stock-based compensation, less gain on commodity derivatives and net settlements on commodity derivatives. Adjusted EBITDAX is not a measure of financial performance or liquidity under U.S. GAAP and should be considered in addition to, not as a substitute for, net income (loss), and should not be considered an indicator of cash flows reported in accordance with U.S. GAAP. Adjusted EBITDAX includes certain non-cash costs incurred by us and does not take into account changes in operating assets and liabilities. Other companies in our industry may calculate adjusted EBITDAX differently than we do, limiting its usefulness as a comparative measure. We believe adjusted EBITDAX is relevant because it is a measure of our operational and financial performance, as well as a measure of our liquidity, and is used by our management, investors, commercial banks, research analysts and others to analyze such things as:

operating performance and return on capital as compared to our peers;
PDC ENERGY, INC.

financial performance of our assets and our valuation without regard to financing methods, capital structure or historical cost basis;
our ability to generate sufficient cash to service our debt obligations; and
the viability of acquisition opportunities and capital expenditure projects, including the related rate of return.


PDC ENERGY, INC.


The following table presents a reconciliation of each of our non-U.S. GAAP financial measures to its most comparable U.S. GAAP measure:

Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
2017 2016 2017 20162018 2017 2018 2017
(in millions)(in millions)
Adjusted cash flows from operations:              
Net cash from operating activities$123.7
 $96.6
 263.2
 $197.8
$175.7
 $132.9
 $380.9
 $272.4
Changes in assets and liabilities19.2
 16.0
 (6.6) 5.8
23.6
 10.0
 (6.6) (15.8)
Adjusted cash flows from operations$142.9
 $112.6
 $256.6
 $203.6
$199.3
 $142.9
 $374.3
 $256.6
              
Adjusted net income (loss):              
Net income (loss)$41.2
 $(95.5) $87.4
 $(167.0)$(160.3) $41.2
 $(173.4) $87.4
(Gain) loss on commodity derivative instruments(57.9) 92.8
 (138.6) 81.7
116.1
 (57.9) 163.4
 (138.6)
Net settlements on commodity derivative instruments12.0
 53.3
 12.5
 120.2
(16.4) 12.0
 (42.4) 12.5
Tax effect of above adjustments17.2
 (55.6) 47.2
 (76.8)(23.9) 17.2
 (29.0) 47.2
Adjusted net income (loss)$12.5
 $(5.0) $8.5
 $(41.9)$(84.5) $12.5
 $(81.4) $8.5
              
Net income (loss) to adjusted EBITDAX:              
Net income (loss)$41.2
 $(95.5) $87.4
 $(167.0)$(160.3) $41.2
 $(173.4) $87.4
(Gain) loss on commodity derivative instruments(57.9) 92.8
 (138.6) 81.7
116.1
 (57.9) 163.4
 (138.6)
Net settlements on commodity derivative instruments12.0
 53.3
 12.5
 120.2
(16.4) 12.0
 (42.4) 12.5
Non-cash stock-based compensation5.4
 6.4
 9.8
 11.1
5.5
 5.4
 10.8
 9.8
Interest expense, net18.9
 10.5
 38.1
 20.8
17.3
 18.9
 34.7
 38.1
Income tax expense (benefit)24.5
 (58.3) 50.9
 (100.2)(45.3) 24.5
 (49.9) 50.9
Impairment of properties and equipment27.6
 4.2
 29.8
 5.2
159.5
 27.6
 192.7
 29.8
Exploration, geologic, and geophysical expense1.0
 0.2
 2.0
 0.4
Depreciation, depletion, and amortization126.0
 107.0
 235.3
 204.4
Exploration, geologic and geophysical expense0.9
 1.0
 3.5
 2.0
Depreciation, depletion and amortization135.6
 126.0
 262.4
 235.3
Accretion of asset retirement obligations1.7
 1.8
 3.4
 3.6
1.4
 1.7
 2.6
 3.4
Adjusted EBITDAX$200.4
 $122.4
 $330.6
 $180.2
$214.3
 $200.4
 $404.4
 $330.6
              
Cash from operating activities to adjusted EBITDAX:              
Net cash from operating activities$123.7
 $96.6
 $263.2
 $197.8
$175.7
 $132.9
 $380.9
 $272.4
Interest expense, net18.9
 10.5
 38.1
 20.8
17.3
 18.9
 34.7
 38.1
Amortization of debt discount and issuance costs(3.2) (1.3) (6.4) (3.1)(3.1) (3.2) (6.4) (6.4)
Gain (loss) on sale of properties and equipment0.5
 (0.3) 0.7
 (0.2)0.4
 0.5
 (1.1) 0.7
Exploration, geologic, and geophysical expense1.0
 0.2
 2.0
 0.4
Exploration, geologic and geophysical expense0.9
 1.0
 3.5
 2.0
Other40.3
 0.7
 39.6
 (41.3)(0.5) 40.3
 (0.6) 39.6
Changes in assets and liabilities19.2
 16.0
 (6.6) 5.8
23.6
 10.0
 (6.6) (15.8)
Adjusted EBITDAX$200.4
 $122.4
 $330.6
 $180.2
$214.3
 $200.4
 $404.4
 $330.6


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PDC ENERGY, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market-Sensitive Instruments and Risk Management

We are exposed to market risks associated with interest rate risks, commodity price risk and credit risk. We have established risk management processes to monitor and manage these market risks.

Interest Rate Risk

Changes in interest rates affect the amount of interest we earn on our interest bearing cash, cash equivalents and restricted cash accounts and the interest we pay on borrowings under our revolving credit facility. Our 2021 Convertible Notes, 2024 Senior Notes and 20222026 Senior Notes have fixed rates, and therefore near-term changes in interest rates do not expose us to risk of earnings or cash flow loss; however, near-term changes in interest rates may affect the fair value of our fixed-rate debt.

As of June 30, 2017,2018, our interest-bearing deposit accounts included money market accounts certificates of deposit, and checking and savings accounts with various banks. The amount of our interest-bearing cash, cash equivalents and restricted cash as of June 30, 20172018 was $201.5$0.6 million with a weighted-average interest rate of 0.91.3 percent. Based on a sensitivity analysis of our interest-bearing deposits as of June 30, 20172018 and assuming we had $201.5$0.6 million outstanding throughout the period, we estimate that a one percent increase in interest rates would not have increasedhad a material impact on interest income for the six months ended June 30, 2017 by approximately $1.0 million.2018.

As of June 30, 2017,2018, we had no$22.0 million outstanding balance on our revolving credit facility.
    
Commodity Price Risk

We are exposed to the potential risk of loss from adverse changes in the market price of crude oil, natural gas, natural gas basis and NGLs. Pursuant to established policies and procedures, we manage a portion of the risks associated with these market fluctuations using commodity derivative instruments. These instruments help us predict with greater certainty the effective crude oil, natural gas natural gas basis, and propane prices we will receive for our hedged production. We believe that our commodity derivative policies and procedures are effective in achieving our risk management objectives.

Table See the footnote titled Commodity Derivative Financial Instruments to our condensed consolidated financial statements included elsewhere in this report for a description of contents
PDC ENERGY, INC.

The following table presents our commodity and basis derivative positions related to crude oil, natural gas, and propane in effect as of June 30, 2017:
  Collars Fixed-Price Swaps  
Commodity/ Index/
Maturity Period
 
Quantity
(Gas -
BBtu
Oil - MBbls)
 
Weighted-Average
Contract Price
 
Quantity (Oil - MBbls
Gas and Basis-
BBtu
 Propane - MBbls)
 
Weighted-
Average
Contract
Price
 
Fair Value
June 30,
2017 (1)
(in millions)
  Floors Ceilings   
Crude Oil            
NYMEX            
2017 1,232.0
 $49.54
 $62.32
 3,680.1
 $50.13
 $18.3
2018 1,512.0
 41.85
 54.31
 6,472.0
 52.54
 26.5
Total Crude Oil 2,744.0
     10,152.1
   $44.8
             
Natural Gas            
NYMEX            
2017 5,900.2
 $3.38
 $4.02
 19,620.0
 $3.40
 $8.3
2018 5,230.0
 3.00
 3.54
 51,280.0
 2.95
 (1.1)
Total Natural Gas 11,130.2
     70,900.0
   $7.2
             
Basis Protection            
CIG            
2017 
 
 
 25,128.4
 $(0.33) $1.0
2018 
 
 
 30,200.0
 (0.34) 2.7
Waha            
2018 
 
 
 1,825.0
 (0.43) 
Total Basis Protection 
     57,153.4
   $3.7
             
Propane            
Mont Belvieu            
2017 
 
 
 642.9
 $26.29
 $0.3
Commodity Derivatives Fair Value       $56.0
             
____________

(1)
Approximately 15.0percent of the fair value of our commodity derivative assets and 13.4percent of the fair value of our commodity derivative liabilities were measured using significant unobservable inputs (Level 3).

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PDC ENERGY, INC.

In addition to ouropen commodity derivative positions as ofat June 30, 2017, we entered into the following commodity derivative positions subsequent to June 30, 2017 that are effective as of August 3, 2017:

  Fixed-Price Swaps
Commodity/ Index/
Maturity Period
 
Quantity (Oil - MBbls
Gas and Basis-
BBtu
 Propane - MBbls)
 
Weighted-
Average
Contract
Price
  
Crude Oil    
NYMEX    
2018 500.0
 $49.75
2019 800.0

49.75
Total Crude Oil 1,300.0
  
     
Basis Protection    
Waha    
2018 4,175.0
 $(0.53)
  
  
Propane    
Mont Belvieu    
2017 114.3
 $30.56
2018 285.7
 27.25
Total Propane 400.0
  
2018.

Our realized prices vary regionally based on local market differentials and our transportation agreements. The following table presents average market index prices for crude oil and natural gas for the periods identified, as well as the average sales prices we realized for our crude oil, natural gas and NGLs production:

Three Months Ended Six Months Ended Year EndedThree Months Ended Six Months Ended Year Ended
June 30, 2017 June 30, 2017 December 31, 2016June 30, 2018 June 30, 2018 December 31, 2017
Average NYMEX Index Price:          
Crude oil (per Bbl)$48.28
 $50.10
 $43.32
$67.88
 $65.37
 $50.95
Natural gas (per MMBtu)3.18
 3.25
 2.46
2.80
 2.90
 3.11
          
Average Sales Price Realized:          
Excluding net settlements on commodity derivativesExcluding net settlements on commodity derivatives    Excluding net settlements on commodity derivatives    
Crude oil (per Bbl)$45.97
 $47.31
 $39.96
$63.99
 $61.85
 $48.45
Natural gas (per Mcf)2.16
 2.26
 1.77
1.46
 1.71
 2.21
NGLs (per Bbl)14.59
 16.75
 11.80
21.76
 21.78
 18.59

Based on a sensitivity analysis as of June 30, 2017,2018, we estimate that a ten percent increase in natural gas, crude oil and the propane portion of NGLs prices, inclusive of basis, over the entire period for which we have commodity derivatives in place, would have resulted in a decrease in the fair value of our derivative positions of $74.8$92.4 million, whereas a ten percent decrease in prices would have resulted in an increase in fair value of $74.2$91.7 million.

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PDC ENERGY, INC.

Credit Risk

Credit risk represents the loss that we would incur if a counterparty fails to perform its contractual obligations. We attempt to reduce credit risk by diversifying our counterparty exposure and entering into transactions with high-quality counterparties. When exposed to significant credit risk, we analyze the counterparty’s financial condition prior to entering into an agreement, establish credit limits and monitor the appropriateness of those limits on an ongoing basis. We monitor the creditworthiness of significant counterparties through our credit committee, which utilizes a number of qualitative and quantitative tools to assess credit risk and takes mitigative actions if deemed necessary. While we believe that our credit risk analysis and monitoring procedures are reasonable, no amount of analysis can assure performance by our counterparties.

Our oil and gas exploration and production business's crude oil, natural gas and NGLs sales are concentrated with a few predominately large customers. This concentrates our credit risk exposure with a small number of large customers.

Amounts due to our gas marketing business are from a diverse group of entities, including major upstream and midstream energy companies, financial institutions and end-users in various industries. The underlying operations of these entities are geographically concentrated in the same region, which increases the credit risk associated with this business. As natural gas prices continue to remain depressed, certain third-party producers relating to our gas marketing business continue to experience financial distress, which has led to certain contractual defaults and litigation; however, to date, we have had no material counterparty default losses. We have initiated several legal actions for breach of contract, collection and related claims against certain third-party producers that are delinquent in their payment obligations, which have to date resulted in two default judgments. We expect this trend to continue for this business.

We primarily use financial institutions which are lenders in our revolving credit facility as counterparties for our derivative financial instruments. Disruption in the credit markets, changes in commodity prices and other factors may have a significant adverse impact on a number of financial institutions. To date, we have had no material counterparty default losses from our commodity derivative financial instruments. See the footnote titled Commodity Derivative Financial Instruments to our condensed consolidated financial statements included elsewhere in this report for more detail on our commodity derivative financial instruments.

Disclosure of Limitations

Because the information above included only those exposures that existed at June 30, 2017,2018, it does not consider those exposures or positions which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate and commodity price fluctuations will depend on the exposures that arise during the period, our commodity price risk management strategies at the time and interest rates and commodity prices at the time.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of June 30, 2017,2018, we carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and the PrincipalChief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).

Based on the results of this evaluation, the Chief Executive Officer and the PrincipalChief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2018 because of the material weaknesses in our internal control over financial reporting described below.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.


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PDC ENERGY, INC.

During 2017, we did not maintain a sufficient complement of personnel within the Land Department as a result of increased volume of leases, which contributed to the ineffective design and maintenance of controls to verify the completeness and accuracy of land administrative records associated with unproved leases, which are used in verifying the completeness, accuracy, valuation, rights and obligations over the accounting of properties and equipment, sales and accounts receivable and costs and expenses.  These control deficiencies resulted in immaterial adjustments of our unproved properties, impairment of unproved properties, sales, accounts receivable and depletion expense accounts and related disclosures during 2017.
Additionally, these control deficiencies could result in misstatements of substantially all accounts and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.  Accordingly, our management has determined that these control deficiencies constitute material weaknesses.  
Remediation Plan for Material Weaknesses

In response to the identified material weaknesses, our management, with the oversight of the Audit Committee of our Board of Directors, has begun the process of assessing a number of different remediation initiatives to improve our internal control over financial reporting for the year ended December 31, 2018.  We are currently in the process of evaluating the material weaknesses and are developing a plan of remediation to strengthen our overall controls over the sufficient complement of personnel within the Land Department and the completeness and accuracy of land administration records.  We are committed to continuing to improve our internal control processes and will continue to review, optimize and enhance our internal control environment.  These material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. 

Changes in Internal Control over Financial Reporting

During the threesix months ended June 30, 2017,2018, we made no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II
ITEM 1. LEGAL PROCEEDINGS

From time to time, we are a party to variousInformation regarding our legal proceedings can found in the ordinary course of business. We are not currently a party to any litigation that we believe would have a materially adverse effect on our business, financial condition, results of operations, or liquidity.

footnote titled
Commitments and Contingencies -
EnvironmentalLitigation and Legal Items

Due to the nature of the natural gas and oil industry, we are exposed to environmental risks. We have various policies and procedures to minimize and mitigate the risks from environmental contamination. We conduct periodic reviews and simulated drills to identify changes in our environmental risk profile. Liabilities are recorded when environmental damages resulting from past events are probable and the costs can be reasonably estimated. Except as discussed herein, we are not aware of any environmental claims existing as of June 30, 2017, which have not been provided for or would otherwise have a material impact on our financial statements; however, there can be no assurance that current regulatory requirements will not change or that unknown past non-compliance with environmental laws will not be discovered on our properties. Accrued environmental liabilities are recorded in other accrued expenses on the condensed consolidated balance sheets.

In August 2015, we received a Clean Air Act Section 114 Information Request (the "Information Request") from the U.S. Environmental Protection Agency ("EPA"). The Information Request sought, among other things, information related to the design, operation, and maintenance of our Wattenberg Field production facilitiesfinancial statements included elsewhere in the Denver-Julesburg Basin of Colorado. The Information Request focuses on historical operation and design information for 46 of our production facilities and asks that we conduct sampling and analyses at the identified 46 facilities. We responded to the Information Request with the requested data in January 2016.
In addition, in December 2015, we received a Compliance Advisory pursuant to C.R.S. 25-7-115(2) from the Colorado Department of Public Health and Environment's (“CDPHE”) Air Quality Control Commission's Air Pollution Control Division alleging that we failed to design, operate, and maintain certain condensate collection, storage, processing, and handling operations to minimize leakage of volatile organic compounds at 65 facilities consistent with applicable standards under Colorado law.

For more than a year, we held a series of meetings with the EPA, Department of Justice (“DOJ”) and CDPHE on the above matters. On June 26, 2017, the DOJ on behalf of the EPA and the State of Colorado filed a complaint against us based
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on the above matters. We continue to schedule meetings with these agencies in working toward a resolution of the matters. The ultimate outcome related to these combined actions is not known at this time.

Action Regarding Firm Transportation Contractsreport.
In June 2016, a group of 42 independent West Virginia natural gas producers filed a lawsuit in Marshall County, West Virginia, naming Dominion Transmission, Inc. ("Dominion"), certain entities affiliated with Dominion, and our subsidiary RNG as defendants, alleging various contractual, fiduciary and related claims against the defendants, all of which are associated with firm transportation contracts entered into by plaintiffs and relating to pipelines owned and operated by Dominion and its affiliates. The case has been transferred to the Business Court Division of the Circuit Court of Marshall County, West Virginia, and the parties are awaiting that court's ruling on previously-filed pre-trial pleadings. RNG is unable to estimate any potential damages associated with the claims, but believes the complaint is without merit and intends to vigorously pursue its defenses.


ITEM 1A. RISK FACTORS

We face many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our common stock are described under Item 1A, Risk Factors, of our 20162017 Form 10-K. This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC.

There have been no material changes from the risk factors previously disclosed in our 20162017 Form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Period Total Number of Shares Purchased (1) Average Price Paid per Share
     
April 1 - 30, 2017 52,518
 $62.35
May 1 - 31, 2017 
 
June 1 - 30, 2017 
 
Total second quarter 2017 purchases 52,518
 $62.35
     
Period Total Number of Shares Purchased (1) Average Price Paid per Share
     
April 1 - 30, 2018 45,706
 $48.99
May 1 - 31, 2018 
 
June 1 - 30, 2018 
 
Total second quarter 2018 purchases 45,706
 $48.99
     
__________
(1)Purchases primarily represent shares purchased from employees for the payment of their tax liabilities related to the vesting of securities issued pursuant to our stock-based compensation plans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.

ITEM 4. MINE SAFETY DISCLOSURES - Not applicable.

ITEM 5. OTHER INFORMATION - None.

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PDC ENERGY, INC.

ITEM 6. EXHIBITS

    Incorporated by Reference  
Exhibit Number  Exhibit Description Form  SEC File Number  Exhibit Filing Date  Filed Herewith
             
31.1          X
             
31.2          X
             
32.1*           
             
101.INS XBRL Instance Document         X
             
101.SCH XBRL Taxonomy Extension Schema Document         X
             
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document         X
             
101.DEF XBRL Taxonomy Extension Definition Linkbase Document         X
             
101.LAB XBRL Taxonomy Extension Label Linkbase Document         X
             
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document         X
* Furnished herewith.
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PDC ENERGY, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 PDC Energy, Inc.
 (Registrant)
  
  
  
  
Date: August 8, 20172018/s/ Barton R. Brookman
 Barton R. Brookman
 President and Chief Executive Officer
 (principal executive officer)
  
 /s/ David W. HoneyfieldR. Scott Meyers
 David W. HoneyfieldR. Scott Meyers
 Senior Vice President and Chief Financial Officer
 (principal financial officer)
  
  
  
  
  

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