ensura

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, ~~2019~~2020


☐	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: 001-36120

ANTERO RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		80-0162034
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1615 Wynkoop Street, Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

(303) 357-7310

(Registrant’s telephone number, including area code)


Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	AR	New York Stock Exchange

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 ◻ No No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ⌧ Yes ◻ No No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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 ⌧		Accelerated Filer ◻
Non-accelerated Filer ◻		Smaller Reporting Company ☐
Emerging Growth Company ☐

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

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

The registrant had ~~309,221,992~~268,548,938 shares of common stock outstanding as of July ~~26, 2019.~~24, 2020.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

~~The~~Some of the information in this Quarterly Report on Form 10-Q ~~includes “forward looking~~may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are ~~forward looking~~forward-looking statements. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering these forward-looking statements, investors should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q. These forward-looking statements are based on management’s current ~~belief,~~beliefs, based on currently available information, as to the outcome and timing of future events.

~~Forward looking~~ Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements ~~may include statements about:~~include:

●

our ability to execute our business strategy;

●

our production and oil and gas reserves;

●

our financial strategy, liquidity, and capital required for our development program;

●

our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;

●

natural gas, natural gas liquids (“NGLs”), and oil prices;

●

impacts of world health events, including the coronavirus (“COVID-19”) pandemic;

●

timing and amount of future production of natural gas, NGLs, and oil;

●

our hedging strategy and results;

●

our ability to ~~successfully complete~~execute our ~~share~~debt repurchase program and/or our asset sale program;

●

our ability to meet minimum volume commitments and to utilize or monetize our firm transportation commitments;

●

our future drilling plans;

●

our projected well costs and cost savings initiatives, including with respect to water handling and treatment services provided by Antero Midstream Corporation;

●

competition and government regulations;

●

pending legal or environmental matters;

●

marketing of natural gas, NGLs, and oil;

●

leasehold or business acquisitions;

●

costs of developing our properties;

●

operations of Antero Midstream Corporation;

●

general economic conditions;

●

credit markets;

●

expectations regarding the amount and timing of jury awards;

●

uncertainty regarding our future operating results; and

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●

our other plans, objectives, expectations and ~~intentions.~~intentions contained in this Quarterly Report on Form 10-Q.

We caution investors that these forward-looking statements are subject to all of the risks and uncertainties incidental to our business, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, availability of drilling, completion, and production equipment and services, environmental risks, drilling and completion and other operating risks, marketing and transportation risks, regulatory changes, the uncertainty inherent in

~~Table of Contents~~

estimating natural gas, NGLs, and oil reserves and in projecting future rates of production, cash flows and access to capital, the timing of development expenditures, conflicts of interest among our stockholders, impacts of world health events, including the COVID-19 pandemic, potential shut-ins of production due to lack of downstream demand or storage capacity, and the other risks described or referenced under the heading ~~“Item 1A. Risk~~“Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~“2018~~“2019 Form 10-K”) and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, each of which is on file with the Securities and Exchange Commission (“SEC”).

Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs, and oil that cannot be measured in an exact manner. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and the price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing, and production activities, or changes in commodity prices, may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, NGLs, and oil that are ultimately recovered.

Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

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PART I—FINANCIAL INFORMATION

ANTERO RESOURCES CORPORATION

Condensed Consolidated Balance Sheets

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

~~(Unaudited)~~

(In ~~thousands, except per share amounts)~~thousands)


									(Unaudited)
							December 31,		June 30,
		December 31, 2018		June 30, 2019			2019		2020
Assets	Assets					Assets
Current assets:
Accounts receivable		$	51,073		49,994		$	46,419		57,013
Accounts receivable, related parties								125,000		—
Accrued revenue			474,827		308,761			317,886		254,863
Derivative instruments			245,263		346,894			422,849		521,459
Other current assets			35,450		7,400			10,731		8,942
Total current assets			806,613		713,049			922,885		842,277
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties			1,767,600		1,585,355			1,368,854		1,277,476
Proved properties			12,705,672		13,357,733			11,859,817		11,989,302
Water handling and treatment systems			1,013,818		—
Gathering systems and facilities			2,470,708		17,825			5,802		5,802
Other property and equipment			65,842		69,676			71,895		72,649
			18,023,640		15,030,589			13,306,368		13,345,229
Less accumulated depletion, depreciation, and amortization			(4,153,725)		(4,115,187)			(3,327,629)		(3,408,099)
Property and equipment, net			13,869,915		10,915,402			9,978,739		9,937,130
Operating leases right-of-use assets			—		3,330,795			2,886,500		2,562,945
Derivative instruments			362,169		369,548			333,174		103,514
Investments in unconsolidated affiliates			433,642		1,967,203
Investment in unconsolidated affiliate								1,055,177		279,805
Other assets			47,125		34,883			21,094		18,319
Total assets		$	15,519,464		17,330,880		$	15,197,569		13,743,990

Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current liabilities:
Accounts payable		$	66,289		44,758		$	14,498		36,736
Accounts payable, related parties			—		98,570			97,883		73,375
Accrued liabilities			465,070		358,680			400,850		339,388
Revenue distributions payable			310,827		301,032			207,988		173,759
Derivative instruments			532		274			6,721		3,652
Short-term lease liabilities			2,459		413,691			305,320		230,499
Other current liabilities			8,363		4,102			6,879		6,831
Total current liabilities			853,540		1,221,107			1,040,139		864,240
Long-term liabilities:
Long-term debt			5,461,688		3,602,379			3,758,868		3,518,076
Deferred income tax liability			650,788		1,188,975			781,987		529,598
Derivative instruments								3,519		2,558
Long-term lease liabilities			2,873		2,920,754			2,583,678		2,334,227
Other liabilities			63,098		57,965			58,635		62,312
Total liabilities			7,031,987		8,991,180			8,226,826		7,311,011
Commitments and contingencies (Notes 13 and 14)
Commitments and contingencies (Notes 14 and 15)
Equity:
Stockholders' equity:
Preferred stock, $0.01 par value; authorized - 50,000 shares; none issued			—		—
Common stock, $0.01 par value; authorized - 1,000,000 shares; 308,594 shares and 309,123 shares issued and outstanding at December 31, 2018 and June 30, 2019, respectively			3,086		3,091
Preferred stock, $0.01 par value; authorized - 50,000 shares; NaN issued								—		—
Common stock, $0.01 par value; authorized - 1,000,000 shares; 295,941 shares and 268,390 shares issued and outstanding at December 31, 2019 and June 30, 2020, respectively								2,959		2,684
Additional paid-in capital			6,485,174		6,138,130			6,130,365		6,098,167
Accumulated earnings			1,177,548		2,198,479			837,419		35,305
Total stockholders' equity			7,665,808		8,339,700			6,970,743		6,136,156
Noncontrolling interests in consolidated subsidiary			821,669		—
Noncontrolling interests								—		296,823
Total equity			8,487,477		8,339,700			6,970,743		6,432,979
Total liabilities and equity		$	15,519,464		17,330,880		$	15,197,569		13,743,990

See accompanying notes to ~~the~~ unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months Ended June 30, ~~2018~~2019 and ~~2019~~2020

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended June 30,
	2019		2020
Revenue and other:
Natural gas sales	$	553,372		367,415
Natural gas liquids sales		303,963		212,197
Oil sales		49,062		8,322
Commodity derivative fair value gains (losses)		328,427		(168,015)
Marketing		63,080		64,285
Other income		1,760		707
Total revenue		1,299,664		484,911
Operating expenses:
Lease operating		40,857		24,742
Gathering, compression, processing, and transportation		566,834		631,845
Production and ad valorem taxes		30,968		19,992
Marketing		137,539		113,053
Exploration		314		231
Impairment of oil and gas properties		130,999		37,350
Depletion, depreciation, and amortization		242,302		214,035
Loss on sale of assets		951		—
Accretion of asset retirement obligations		918		1,111
General and administrative (including equity-based compensation expense of $6,549 and $7,973 in 2019 and 2020, respectively)		42,382		38,403
Contract termination and rig stacking		5,604		11,071
Total operating expenses		1,199,668		1,091,833
Operating income (loss)		99,996		(606,922)
Other income (expenses):
Equity in earnings of unconsolidated affiliates		13,585		20,228
Transaction expense		—		(6,138)
Interest expense, net		(54,164)		(51,811)
Gain on early extinguishment of debt		—		39,171
Total other income (expenses)		(40,579)		1,450
Income (loss) before income taxes		59,417		(605,472)
Provision for income tax (expense) benefit		(17,249)		142,404
Net income (loss) and comprehensive income (loss) including noncontrolling interests		42,168		(463,068)
Less: net income and comprehensive income attributable to noncontrolling interests		—		236
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation	$	42,168		(463,304)

Income (loss) per share—basic	$	0.14		(1.73)
Income (loss) per share—diluted	$	0.14		(1.73)

Weighted average number of shares outstanding:
Basic		309,062		268,386
Diluted		309,137		268,386

See accompanying notes to unaudited condensed consolidated financial statements

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ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Six Months Ended June 30, 2019 and 2020

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended June 30,

2018

2019

Revenue and other:

Natural gas sales

$
473,540

553,372

Natural gas liquids sales

255,985

303,963

Oil sales

38,873

49,062

Commodity derivative fair value gains

55,336

328,427

Gathering, compression, water handling and treatment

5,518

—

Marketing

160,202

63,080

Marketing derivative fair value losses

(110)

—

Other income

—

1,760

Total revenue

989,344

1,299,664

Operating expenses:

Lease operating

30,164

40,857

Gathering, compression, processing, and transportation

307,786

566,834

Production and ad valorem taxes

25,891

30,968

Marketing

213,420

137,539

Exploration

1,471

314

Impairment of oil and gas properties

134,437

130,999

Impairment of gathering systems and facilities

8,501

—

Depletion, depreciation, and amortization

238,050

242,302

Loss on sale of assets

—

951

Accretion of asset retirement obligations

700

918

General and administrative (including equity-based compensation expense of $19,071 and $6,549 in 2018 and 2019, respectively)

61,687

42,382

Contract termination and rig stacking

—

5,604

Total operating expenses

1,022,107

1,199,668

Operating income (loss)

(32,763)

99,996

Other income (expenses):

Equity in earnings of unconsolidated affiliates

9,264

13,585

Interest expense, net

(69,349)

(54,164)

Total other expenses

(60,085)

(40,579)

Income (loss) before income taxes

(92,848)

59,417

Provision for income tax (expense) benefit

25,573

(17,249)

Net income (loss) and comprehensive income (loss) including noncontrolling interests

(67,275)

42,168

Net income and comprehensive income attributable to noncontrolling interests

69,110

—

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

$
(136,385)

42,168

Earnings (loss) per common share—basic

$
(0.43)

0.14

Earnings (loss) per common share—assuming dilution

$
(0.43)

0.14

Weighted average number of shares outstanding:

Basic

316,992

309,062

Diluted

316,992

309,137


	Six Months Ended June 30,
	2019		2020
Revenue and other:
Natural gas sales	$	1,210,638		778,497
Natural gas liquids sales		617,648		469,870
Oil sales		97,114		43,968
Commodity derivative fair value gains		251,059		397,818
Gathering, compression, water handling and treatment		4,479		—
Marketing		154,266		110,358
Other income		1,867		1,505
Total revenue		2,337,071		1,802,016
Operating expenses:
Lease operating		82,589		50,386
Gathering, compression, processing, and transportation		991,363		1,220,469
Production and ad valorem taxes		66,646		45,691
Marketing		300,623		206,326
Exploration		440		441
Impairment of oil and gas properties		212,243		126,570
Impairment of midstream assets		6,982		—
Depletion, depreciation, and amortization		482,503		413,712
Loss on sale of assets		951		—
Accretion of asset retirement obligations		1,894		2,215
General and administrative (including equity-based compensation expense of $15,452 and $11,302 in 2019 and 2020, respectively)		110,584		69,624
Contract termination and rig stacking		13,964		11,071
Total operating expenses		2,270,782		2,146,505
Operating income (loss)		66,289		(344,489)
Other income (expenses):
Equity in earnings (loss) of unconsolidated affiliates		27,666		(107,827)
Impairment of equity investment		—		(610,632)
Gain on deconsolidation of Antero Midstream Partners LP		1,406,042		—
Transaction expense		—		(6,138)
Interest expense, net		(126,114)		(104,913)
Gain on early extinguishment of debt		—		119,732
Total other income (expenses)		1,307,594		(709,778)
Income (loss) before income taxes		1,373,883		(1,054,267)
Provision for income tax (expense) benefit		(305,959)		252,389
Net income (loss) and comprehensive income (loss) including noncontrolling interests		1,067,924		(801,878)
Less: net income and comprehensive income attributable to noncontrolling interests		46,993		236
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation	$	1,020,931		(802,114)

Income (loss) per share—basic	$	3.31		(2.90)
Income (loss) per share—diluted	$	3.30		(2.90)

Weighted average number of shares outstanding:
Basic		308,879		276,306
Diluted		309,082		276,306

See accompanying notes to ~~the~~ unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Condensed Consolidated ~~Statements~~Statement of ~~Operations and Comprehensive Income (Loss)~~Equity

Six Months Ended June 30, ~~2018 and~~ 2019

(Unaudited)

(In ~~thousands, except per share amounts)~~thousands)

Six Months Ended June 30,

2018

2019

Revenue and other:

Natural gas sales

$
971,203

1,210,638

Natural gas liquids sales

490,155

617,648

Oil sales

69,146

97,114

Commodity derivative fair value gains

77,773

251,059

Gathering, compression, water handling and treatment

10,453

4,479

Marketing

304,591

154,266

Marketing derivative fair value gains

94,124

—

Other income

—

1,867

Total revenue and other

2,017,445

2,337,071

Operating expenses:

Lease operating

56,886

82,589

Gathering, compression, processing, and transportation

599,724

991,363

Production and ad valorem taxes

51,714

66,646

Marketing

409,159

300,623

Exploration

3,356

440

Impairment of oil and gas properties

184,973

212,243

Impairment of gathering systems and facilities

8,501

6,982

Depletion, depreciation, and amortization

466,294

482,503

Loss on sale of assets

—

951

Accretion of asset retirement obligations

1,390

1,894

General and administrative (including equity-based compensation expense of $40,227 and $15,452 in 2018 and 2019, respectively)

121,717

110,584

Contract termination and rig stacking

—

13,964

Total operating expenses

1,903,714

2,270,782

Operating income

113,731

66,289

Other income (expenses):

Equity in earnings of unconsolidated affiliates

17,126

27,666

Interest expense, net

(133,775)

(126,114)

Gain on deconsolidation of Antero Midstream Partners LP

—

1,406,042

Total other income (expenses)

(116,649)

1,307,594

Income (loss) before income taxes

(2,918)

1,373,883

Provision for income tax (expense) benefit

16,453

(305,959)

Net income and comprehensive income including noncontrolling interests

13,535

1,067,924

Net income and comprehensive income attributable to noncontrolling interests

135,087

46,993

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

$
(121,552)

1,020,931

Earnings (loss) per common share—basic

$
(0.38)

3.31

Earnings (loss) per common share—assuming dilution

$
(0.38)

3.30

Weighted average number of shares outstanding:

Basic

316,733

308,879

Diluted

316,733

309,082


					Additional
	Common Stock				paid-in		Accumulated		Noncontrolling		Total
	Shares		Amount		capital		earnings		interests		equity
Balances, December 31, 2018		308,594	$	3,086		6,485,174		1,177,548		821,669		8,487,477
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes		147		1		(451)		—		—		(450)
Issuance of common units in Antero Midstream Partners LP upon vesting of equity-based compensation awards, net of units withheld for income taxes		—		—		(85)		—		56		(29)
Equity-based compensation		—		—		7,801		—		1,102		8,903
Net income and comprehensive income		—		—		—		978,763		46,993		1,025,756
Distributions to noncontrolling interests		—		—		—		—		(85,076)		(85,076)
Effect of deconsolidation of Antero Midstream Partners LP		—		—		(359,039)		—		(784,744)		(1,143,783)
Balances, March 31, 2019		308,741	$	3,087		6,133,400		2,156,311		—		8,292,798
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes		382		4		(1,819)		—		—		(1,815)
Equity-based compensation		—		—		6,549		—		—		6,549
Net income and comprehensive income		—		—		—		42,168		—		42,168
Balances, June 30, 2019		309,123	$	3,091		6,138,130		2,198,479		—		8,339,700

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Condensed Consolidated ~~Statements~~Statement of Equity

~~Three and~~ Six Months Ended June 30, ~~2018~~2020

(Unaudited)

(In thousands)

Common Stock

Additional paid-

Accumulated

Noncontrolling

Total


Shares

Amount

in capital

earnings

interests

equity

Balances, December 31, 2017

316,379

$
3,164

6,570,952

1,575,065

726,955

8,876,136

Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes

145

1

(1,067)

—

—

(1,066)

Issuance of common units in Antero Midstream Partners LP upon vesting of equity-based compensation awards, net of units withheld for income taxes

—

—

(50)

—

32

(18)

Equity-based compensation

—

—

18,802

—

2,354

21,156

Net income and comprehensive income

—

—

—

14,833

65,977

80,810

Effects of changes in ownership interests in consolidated subsidiaries

—

—

(555)

—

555

—

Distributions to noncontrolling interests

—

—

—

—

(55,915)

(55,915)

Other

—

—

—

—

(5)

(5)

Balances, March 31, 2018

316,524

$
3,165

6,588,082

1,589,898

739,953

8,921,098

Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes

528

6

(5,589)

—

—

(5,583)

Issuance of common units in Antero Midstream Partners LP upon vesting of equity-based compensation awards, net of units withheld for income taxes

—

—

(4,007)

—

2,707

(1,300)

Equity-based compensation

—

—

16,930

—

2,141

19,071

Net income (loss) and comprehensive income (loss)

—

—

—

(136,385)

69,110

(67,275)

Effects of changes in ownership interests in consolidated subsidiaries

—

—

2,121

—

(2,121)

—

Distributions to noncontrolling interests

—

—

—

—

(63,108)

(63,108)

Other

—

—

—

—

8

8

Balances, June 30, 2018

317,052

$
3,171

6,597,537

1,453,513

748,690

8,802,911


					Additional
	Common Stock				paid-in		Accumulated		Noncontrolling		Total
	Shares		Amount		capital		earnings		interests		equity
Balances, December 31, 2019		295,941	$	2,959		6,130,365		837,419		—		6,970,743
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes		178		2		(34)		—		—		(32)
Repurchases and retirements of common stock		(27,193)		(272)		(42,418)		—		—		(42,690)
Equity-based compensation		—		—		3,329		—		—		3,329
Net loss and comprehensive loss		—		—		—		(338,810)		—		(338,810)
Balances, March 31, 2020		268,926		2,689		6,091,242		498,609		—		6,592,540
Issuance of common units in Martica Holdings LLC		—		—		—		—		300,000		300,000
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes		464		5		(305)		—		—		(300)
Distributions to noncontrolling interest		—		—		—		—		(3,413)		(3,413)
Repurchases and retirements of common stock		(1,000)		(10)		(743)		—		—		(753)
Equity-based compensation		—		—		7,973		—		—		7,973
Net loss and comprehensive loss		—		—		—		(463,304)		236		(463,068)
Balances, June 30, 2020		268,390	$	2,684		6,098,167		35,305		296,823		6,432,979

See accompanying notes to ~~the~~ unaudited condensed consolidated financial statements.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Condensed Consolidated Statements of Equity~~

~~Three and Six Months Ended June 30, 2019~~

~~(Unaudited)~~

~~(In thousands)~~

Common Stock

Additional paid-

Accumulated

Noncontrolling

Total


Shares

Amount

in capital

earnings

interests

equity

Balances, December 31, 2018

308,594

$
3,086

6,485,174

1,177,548

821,669

8,487,477

Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes

147

1

(451)

—

—

(450)

Issuance of common units in Antero Midstream Partners LP upon vesting of equity-based compensation awards, net of units withheld for income taxes

—

—

(85)

—

56

(29)

Equity-based compensation

—

—

7,801

—

1,102

8,903

Net income and comprehensive income

—

—

—

978,763

46,993

1,025,756

Distributions to noncontrolling interests

—

—

—

—

(85,076)

(85,076)

Effect of deconsolidation of Antero Midstream Partners LP

—

—

(359,039)

—

(784,744)

(1,143,783)

Balances, March 31, 2019

308,741

$
3,087

6,133,400

2,156,311

—

8,292,798

Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes

382

4

(1,819)

—

—

(1,815)

Equity-based compensation

—

—

6,549

—

—

6,549

Net income and comprehensive income

—

—

—

42,168

—

42,168

Balances, June 30, 2019

309,123

$
3,091

6,138,130

2,198,479

—

8,339,700

~~See accompanying notes to the unaudited condensed consolidated financial statements.~~

Table of Contents

ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30, ~~2018~~2019 and ~~2019~~2020

(Unaudited)

(In thousands)

Six Months Ended June 30,


2018

2019

Cash flows provided by (used in) operating activities:



Net income including noncontrolling interests

$
13,535

1,067,924

Adjustments to reconcile net income to net cash provided by operating activities:

Depletion, depreciation, amortization, and accretion

467,684

484,397

Impairment of oil and gas properties

184,973

212,243

Impairment of gathering systems and facilities

8,501

6,982

Commodity derivative fair value gains

(77,773)

(251,059)

Gains on settled commodity derivatives

197,225

141,791

Marketing derivative fair value gains

(94,124)

—

Gains on settled marketing derivatives

94,158

—

Deferred income tax expense (benefit)

(16,453)

304,963

Loss on sale of assets

—

951

Equity-based compensation expense

40,227

15,452

Equity in earnings of unconsolidated affiliates

(17,126)

(27,666)

Distributions/dividends of earnings from unconsolidated affiliates

17,895

60,527

Gain on deconsolidation of Antero Midstream Partners LP

—

(1,406,042)

Other

1,932

5,670

Changes in current assets and liabilities:

Accounts receivable

10,237

5,848

Accrued revenue

(21,092)

166,066

Other current assets

2,353

2,307

Accounts payable including related parties

2,948

(2,424)

Accrued liabilities

24,065

(22,146)

Revenue distributions payable

1,617

(9,795)

Other current liabilities

(1,842)

1,119

Net cash provided by operating activities

838,940

757,108

Cash flows provided by (used in) investing activities:

Additions to unproved properties

(87,861)

(56,814)

Drilling and completion costs

(752,781)

(680,088)

Additions to water handling and treatment systems

(58,127)

(24,416)

Additions to gathering systems and facilities

(206,753)

(48,239)

Additions to other property and equipment

(3,502)

(4,629)

Investments in unconsolidated affiliates

(56,297)

(25,020)

Proceeds from the Antero Midstream Partners LP Transactions

—

296,611

Change in other assets

(7,026)

(4,974)

Proceeds from asset sales

—

1,983

Net cash used in investing activities

(1,172,347)

(545,586)

Cash flows provided by (used in) financing activities:

Issuance of senior notes

—

650,000

Borrowings (repayments) on bank credit facilities, net

485,000

(145,000)

Payments of deferred financing costs

—

(8,259)

Distributions to noncontrolling interests in Antero Midstream Partners LP

(119,023)

(85,076)

Employee tax withholding for settlement of equity compensation awards

(7,967)

(2,295)

Other

(2,436)

(1,360)

Net cash provided by financing activities

355,574

408,010

Effect of deconsolidation of Antero Midstream Partners LP

—

(619,532)

Net increase in cash and cash equivalents

22,167

—

Cash and cash equivalents, beginning of period

28,441

—

Cash and cash equivalents, end of period

$
50,608

—

Supplemental disclosure of cash flow information:

Cash paid during the period for interest

$
130,231

119,180

Increase (decrease) in accounts payable and accrued liabilities for additions to property and equipment

$
2,089

(33,240)


	Six Months Ended June 30,
	2019		2020
Cash flows provided by (used in) operating activities:
Net income (loss) including noncontrolling interests	$	1,067,924		(801,878)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion, depreciation, amortization, and accretion		484,397		415,927
Impairment of oil and gas properties		212,243		126,570
Impairment of midstream assets		6,982		—
Commodity derivative fair value gains		(251,059)		(397,818)
Gains on settled commodity derivatives		141,791		524,838
Loss on sale of assets		951		—
Equity-based compensation expense		15,452		11,302
Deferred income tax expense (benefit)		304,963		(252,389)
Gain on early extinguishment of debt		—		(119,732)
Equity in (earnings) loss of unconsolidated affiliates		(27,666)		107,827
Impairment of equity investment		—		610,632
Gain on deconsolidation of Antero Midstream Partners LP		(1,406,042)		—
Distributions/dividends of earnings from unconsolidated affiliates		60,527		85,511
Other		5,670		4,433
Changes in current assets and liabilities:
Accounts receivable		5,848		(27,329)
Accrued revenue		166,066		63,023
Other current assets		2,307		789
Accounts payable including related parties		(2,424)		(21,182)
Accrued liabilities		(22,146)		15,722
Revenue distributions payable		(9,795)		(29,560)
Other current liabilities		1,119		(46)
Net cash provided by operating activities		757,108		316,640
Cash flows provided by (used in) investing activities:
Additions to unproved properties		(56,814)		(21,672)
Drilling and completion costs		(680,088)		(552,227)
Additions to water handling and treatment systems		(24,416)		—
Additions to gathering systems and facilities		(48,239)		—
Additions to other property and equipment		(4,629)		(1,234)
Settlement of water earnout		—		125,000
Investments in unconsolidated affiliates		(25,020)		—
Proceeds from the Antero Midstream Partners LP Transactions		296,611		—
Proceeds from asset sales		1,983		—
Change in other assets		(4,974)		525
Net cash used in investing activities		(545,586)		(449,608)
Cash flows provided by (used in) financing activities:
Repurchases of common stock		—		(43,443)
Issuance of senior notes		650,000		—
Repayment of senior notes		—		(496,541)
Borrowings (repayments) on bank credit facilities, net		(145,000)		374,000
Payments of deferred financing costs		(8,259)		—
Sale of noncontrolling interest		—		300,000
Distributions to noncontrolling interests in Antero Midstream Partners LP		(85,076)		—
Employee tax withholding for settlement of equity compensation awards		(2,295)		(331)
Other		(1,360)		(717)
Net cash provided by financing activities		408,010		132,968
Effect of deconsolidation of Antero Midstream Partners LP		(619,532)		—
Net decrease in cash and cash equivalents		—		—
Cash and cash equivalents, beginning of period		—		—
Cash and cash equivalents, end of period	$	—		—

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	119,180		101,885
Decrease in accounts payable and accrued liabilities for additions to property and equipment	$	33,240		61,305

See accompanying notes to ~~the~~ unaudited condensed consolidated financial statements.

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

~~(1)~~

~~Organization~~

(1) Organization

Antero Resources Corporation (individually referred to as “Antero”) and its consolidated subsidiaries (collectively referred to as “Antero Resources,” the “Company,” “we,” “us” or “our”) are engaged in the exploration, development, and acquisition of natural gas, NGLs, and oil properties in the Appalachian Basin in West Virginia and Ohio. The Company targets large, repeatable resource plays where horizontal drilling and advanced fracture stimulation technologies provide the means to economically develop and produce natural gas, NGLs, and oil from unconventional formations. The Company’s corporate headquarters are located in Denver, Colorado.

~~(2)~~

(2) Summary of Significant Accounting Policies

(a)

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the ~~SEC~~Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, ~~2018~~2019 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position, and accounting policies. The Company’s December 31, ~~2018~~2019 consolidated financial statements ~~have been~~were included in Antero Resources’ 2019 Annual Report on Form 10-K, which was filed with the ~~Securities and Exchange Commission (“SEC”) in Antero’s 2018 Form 10-K.~~SEC.

~~The accompanying~~These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, ~~the accompanying~~these unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, ~~2018~~2019 and June 30, ~~2019, and the~~2020, its results of ~~its~~ operations ~~and its cash flows~~ for the three and six months ended June 30, ~~2018~~2019 and ~~2019.~~2020 and its cash flows for the six months ended June 30, 2019 and 2020. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is equal to its comprehensive income or loss. Operating results for the period ended June 30, ~~2019~~2020 are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in prices received for natural gas, NGLs, and oil, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments, the impacts of COVID-19 and other factors.

~~As of the date these financial statements were filed with the SEC, the Company completed its evaluation of potential subsequent events for disclosure and no items requiring disclosure were identified.~~

(b)

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Antero Resources Corporation, its wholly owned subsidiaries, any entities in which the Company owns a controlling interest, and variable interest entities (“VIEs”) for which the Company is the primary beneficiary.

Through March 12, 2019, Antero Midstream Partners LP (“Antero Midstream Partners”), a publicly traded limited partnership, was included in the consolidated financial statements of Antero. Prior to the Closing (defined in Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements), our ownership of Antero Midstream Partners common units represented approximately a 53% limited partner interest in Antero Midstream Partners, and we consolidated Antero Midstream Partners’ financial position and results of operations into our consolidated financial statements. The Transactions (defined in Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements) resulted in the exchange of the limited partner interest we owned in Antero Midstream Partners for common stock of Antero Midstream Corporation, par value $0.01 per share (the “Antero Midstream Corporation common stock”), representing a an approximate 31% ~~interest.~~ interest in Antero Midstream Corporation. As a result, ~~we no longer hold a~~our controlling interest in Antero Midstream Partners ~~and we now have~~was converted to an interest in Antero Midstream Corporation that provides significant influence, but not control, over Antero Midstream Corporation. Thus, effective March 13, 2019, ~~the Company~~Antero no longer consolidates Antero Midstream Partners in its consolidated financial statements and accounts for its interest in Antero Midstream Corporation using the equity method of accounting. See Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements for further discussion on the Transactions.

For the three months and six months ended June 30, 2020, we have determined that Martica Holdings LLC (“Martica”) is a VIE for which Antero is the primary beneficiary. Therefore, Martica’s accounts are consolidated in the Company’s consolidated financial statements. Antero is the primary beneficiary of Martica based on its power to direct the activities that most significantly

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

impact Martica’s economic performance, and its obligation to absorb losses of, or right to receive benefits from, Martica that could be significant to Martica. In reaching such determination that Antero is the primary beneficiary of Martica, the Company considered the following:

●

Martica was formed to hold certain overriding royalty interests across the Company’s existing asset base;

●

substantially all of Martica’s revenues are derived from production from the Company’s natural gas, NGLs, and oil properties in the Appalachian Basin in West Virginia and Ohio;

●

Antero owns the Class B Units in Martica, which entitle Antero to receive distributions in respect of the Incremental Override (as defined in Note 4—Conveyance of Overriding Royalty Interest); and

●

Antero provides accounting, administrative and other services to Martica under a Management Services Agreement.

All significant intercompany accounts and transactions have been eliminated in the Company’s unaudited condensed consolidated financial statements. The noncontrolling interest in the Company’s unaudited condensed consolidated financial statements for the six months ended June 30, 2019 represents the interests in Antero Midstream Partners ~~which~~that were owned by the public prior to the Transactions, and the incentive distribution rights in Antero Midstream ~~Partners, in both cases during the periods prior to the Transactions. Noncontrolling interests in consolidated subsidiaries is included as a component of equity~~Partners. The noncontrolling interest in the Company’s unaudited condensed consolidated ~~balance sheets.~~

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to~~financial statements for the ~~Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018~~three and six months ended June 30, ~~2019~~2020 represents the interest in Martica owned by third parties. See Note 4—Conveyance of Overriding Royalty Interest for more information on the sale of this noncontrolling interest. Martica is a discrete entity and the assets and credit of Martica are not available to satisfy the debts and obligations of the Company or its other subsidiaries.

Investments in entities for which the Company exercises significant influence, but not control, are accounted for under the equity method. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as Antero’s ownership interest, representation on the board of directors and participation in the policy-making decisions of equity method investees. Such investments are included in ~~Investments~~Investment in unconsolidated ~~affiliates~~affiliate on the Company’s unaudited condensed consolidated balance sheets. Income (loss) from investees that are accounted for under the equity method is included in Equity in earnings (loss) of unconsolidated affiliates on the Company’s unaudited condensed consolidated statements of operations and cash flows. When Antero records its proportionate share of net income or net loss, it ~~increases~~is recorded in equity ~~income~~in earnings (loss) of unconsolidated affiliates in the statements of operations ~~and comprehensive income (loss)~~ and the carrying value of that investment on the Company’s balance sheet. When a distribution is received, it is recorded as a reduction to the carrying value of that investment on the Company’s balance sheet. ~~Our~~The Company’s equity in earnings of unconsolidated affiliates is adjusted for intercompany transactions and the basis differences recognized due to the difference between the cost of the equity investment in Antero Midstream Corporation and the amount of underlying equity in the net assets of Antero Midstream Partners as of the date of deconsolidation.

The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment, ~~(classified~~which is classified as cash inflows from operating ~~activities)~~activities, or a return of investment, ~~(classified~~which is classified as cash inflows from investing ~~activities).~~activities.

(c)

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions ~~which~~that affect revenues, expenses, assets, ~~and~~ liabilities ~~as well as~~and the disclosure of contingent assets and liabilities. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates.

The Company’s unaudited condensed consolidated financial statements are based on a number of significant estimates, including estimates of natural gas, NGLs, and oil reserve quantities, which are the basis for the calculation of depletion and impairment of oil and gas properties. Reserve estimates, by their nature, are inherently imprecise. Other items in the Company’s unaudited condensed consolidated financial statements that involve the use of significant estimates include derivative assets and liabilities, accrued revenue, deferred and current income taxes, equity-based compensation, asset retirement obligations, depreciation, amortization, and commitments and contingencies.

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

(d)

Risks and Uncertainties

The markets for natural gas, NGLs, and oil have, and continue to, experience significant price fluctuations. Price fluctuations can result from variations in weather, levels of production, availability of storage capacity and transportation ~~capacity~~ to other regions of the country, the level of imports to and exports from the United States, and various other factors. Increases or decreases in the prices the Company receives for its production could have a significant impact on the Company’s future results of operations and reserve quantities.

(e)

Cash and Cash Equivalents

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments. From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash and cash equivalents. The Company classifies book overdrafts in accounts payable and revenue distributions payable within its unaudited condensed consolidated balance sheets, and classifies the change in accounts payable and revenue distributions payable associated with book overdrafts as an operating activity within its unaudited condensed consolidated statements of cash flows. As of ~~June 30,~~December 31, 2019, the book overdraft included within accounts payable and revenue distributions payable were $6$7 million and ~~$32~~$18 million, respectively. As of ~~December 31, 2018,~~June 30, 2020, the book overdraft included within ~~accounts payable and~~ revenue distributions payable ~~were~~ ~~$10~~was $5 million and ~~$28 million, respectively.~~no overdraft was included in accounts payable.

(f)

Oil and Gas Properties

The Company accounts for its natural gas, NGLs, and oil exploration and development activities under the successful efforts method of accounting. Under the successful efforts method, the costs incurred to acquire, drill, and complete productive wells, development wells, and undeveloped leases are capitalized. Oil and gas lease acquisition costs are also capitalized. Exploration costs,

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

including personnel and other internal costs, geological and geophysical expenses, delay rentals for gas and oil leases, and costs associated with unsuccessful lease acquisitions are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if the Company determines that the well does not contain reserves in commercially viable quantities. The Company reviews exploration costs related to wells-in-progress at the end of each quarter and makes a determination, based on known results of drilling at that time, whether the costs should continue to be capitalized pending further well testing and results, or charged to expense. The Company incurred no0 such charges to expense during the ~~six months ended June~~ ~~30, 2018~~three and ~~2019. During the~~ six months ended June 30, 2019 ~~we recorded an impairment charge of~~ ~~$26~~ ~~million for design~~ and ~~initial costs related to pads that are no longer planned to be placed into service.~~2020. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties.

Unproved properties are assessed for impairment on a property-by-property basis, and any impairment in value is charged to expense. Impairment is assessed based on remaining lease terms, commodity price outlooks, and future plans to develop acreage, as well as drilling results, and reservoir performance of wells in the area. Unproved properties and the related costs are transferred to proved properties when reserves are discovered on, or otherwise attributed to, the property. Proceeds from sales of partial interests in unproved properties are accounted for as a recovery of cost without recognition of any gain or loss until the cost has been recovered. ~~Impairment~~For the three months ended June 30, 2019 and 2020, impairment of ~~unproved~~oil and gas properties was ~~$185~~$131 million and ~~$186~~$37 million, ~~for~~respectively. For the six months ended June 30, ~~2018~~2019 and ~~2019,~~2020, impairment of oil and gas properties was $212 million and $127 million, respectively.

The Company evaluates the carrying amount of its proved natural gas, NGLs, and oil properties for impairment on a geological reservoir basis whenever events or changes in circumstances indicate that a property’s carrying amount may not be recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company would estimate the fair value of its properties and record an impairment charge for any excess of the carrying amount of the properties over the estimated fair value of the properties. Factors used to estimate fair value may include estimates of proved reserves, estimated future commodity prices, future production estimates, and anticipated capital expenditures, ~~and~~using a commensurate discount rate. ~~The Company did not record any impairment expenses associated with its proved properties during the six months ended June 30, 2018 and 2019.~~

(g)

Derivative Financial Instruments

In order to manage its exposure to natural gas, NGLs, and oil price volatility, the Company enters into derivative transactions from time to time, which may include commodity swap agreements, basis swap agreements, collar agreements, and other similar

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

agreements related to the price risk associated with the Company’s production. To the extent legal right of offset exists with a counterparty, the Company reports derivative assets and liabilities on a net basis. The Company has exposure to credit risk to the extent that the counterparty is unable to satisfy its settlement obligations. The Company actively monitors the creditworthiness of counterparties and assesses the impact, if any, on its derivative positions.

The Company records derivative instruments on the unaudited condensed consolidated balance sheets as either assets or liabilities measured at fair value and records changes in the fair value of derivatives in current earnings as they occur. Changes in the fair value of commodity derivatives, including gains or losses on settled derivatives, are classified as revenues on the Company’s unaudited condensed consolidated statements of operations. The Company’s derivatives have not been designated as hedges for accounting purposes.

(h)

Asset Retirement Obligations

The Company is obligated to dispose of certain long-lived assets upon their abandonment. The Company’s asset retirement obligations (“AROs”) relate primarily to its obligation to plug and abandon oil and gas wells at the end of their lives. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations, which is then discounted at the Company’s credit-adjusted, risk-free interest rate. Revisions to estimated AROs often result from changes in retirement cost estimates or changes in the estimated timing of abandonment. The fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense.

(i)

Natural Gas, NGLs, and Oil Revenues

Our revenues are primarily derived from the sale of natural gas and oil production, as well as the sale of NGLs that are extracted from our natural gas. Sales of natural gas, NGLs, and oil are recognized when we satisfy a performance obligation by transferring control of a product to a customer. Payment is generally received in the month following the sale.

Under our natural gas sales contracts, we deliver natural gas to the purchaser at an agreed upon delivery point. Natural gas is transported from our wellheads to delivery points specified under sales contracts. To deliver natural gas to these points, Antero Midstream Corporation or other third parties gather, compress, process and transport our natural gas. We maintain control of the natural gas during gathering, compression, processing, and transportation. Our sales contracts provide that we receive a specific index price adjusted for pricing differentials. We transfer control of the product at the delivery point and recognize revenue based on the contract price. The costs incurred to gather, compress, process and transport natural gas are recorded as Gathering, compression, processing and transportation expense.

NGLs, which are extracted from natural gas through processing, are either sold by us directly or by the processor under processing contracts. For NGLs sold by us directly, our sales contracts primarily provide that we deliver the product to the purchaser at an agreed upon delivery point and that we receive a specific index price adjusted for pricing differentials. We transfer control of the product to the purchaser at the delivery point and recognize revenue based on the contract price. The costs incurred to process and transport NGLs are recorded as Gathering, compression, processing, and transportation expense. For NGLs sold by the processor, our processing contracts provide that we transfer control to the processor at the tailgate of the processing plant and we recognize revenue based on the price received from the processor.

Under our oil sales contracts, we generally sell oil to purchasers and collect a contractually agreed upon index price, net of pricing differentials. We recognize revenue based on the contract price when we transfer control of the product to a purchaser. When applicable, the costs incurred to transport oil to a purchaser are recorded as Gathering, compression, processing and transportation expense.

(j)

Marketing Revenues and Expenses

Marketing revenues are derived from activities to purchase and sell third-party natural gas and NGLs and to market excess firm transportation capacity to third parties. We retain control of the purchased natural gas and NGLs prior to delivery to the purchaser. We have concluded that we are the principal in these arrangements and therefore, we recognize revenue on a gross basis, with costs to purchase and transport natural gas and NGLs presented as marketing expenses. Contracts to sell third party gas and NGLs are generally subject to similar terms as contracts to sell our produced natural gas and NGLs. We satisfy performance obligations to the purchaser by transferring control of the product at the delivery point and recognize revenue based on the contract

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

price received from the purchaser. Fees generated from the sale of excess firm transportation marketed to third parties are included in Marketing revenue.

Marketing expenses include the cost of purchased third-party natural gas and NGLs. The Company classifies firm transportation costs related to capacity contracted for in advance of having sufficient production and infrastructure to fully utilize the capacity (excess capacity) as marketing expenses since it is marketing this excess capacity to third parties. Firm transportation for which the Company has sufficient production capacity (even though it may not use the transportation capacity because of alternative delivery points with more favorable pricing) is considered unutilized capacity and is charged to transportation expense.

(k)

Gathering, compression, water handling and treatment revenue

Substantially all revenues from the gathering, compression, water handling and treatment operations were derived from transactions for services Antero Midstream Partners provided to our exploration and production operations through March 12, 2019 and were eliminated in consolidation. Effective March 13, 2019, Antero Midstream Partners is no longer consolidated in Antero’s results. See Note 3—Deconsolidation of Antero Midstream Partners LP to the consolidated financial statements for further discussion on the Transactions and Note 18—Segment information to the consolidated financial statements for disclosures on the Company’s reportable segments. The portion of such fees shown in our consolidated financial statements prior to March 13, 2019 represent amounts charged to interest owners in Antero-operated wells, as well as fees charged to other third parties for water handling and treatment services provided by Antero Midstream Partners or usage of Antero Midstream Partners’ gathering and compression systems. For gathering and compression revenue, Antero Midstream Partners satisfied its performance obligations and recognized revenue when low pressure volumes were delivered to a compressor station, high pressure volumes were delivered to a processing plant or transmission pipeline, and compression volumes were delivered to a high pressure line. Revenue was recognized based on the per Mcf gathering or compression fee charged by Antero Midstream Partners in accordance with the gathering and compression agreement. For water handling and treatment revenue, Antero Midstream Partners satisfied its performance obligations and recognized revenue when the fresh water volumes were delivered to the hydration unit of a specified well pad and the wastewater volumes were delivered to its wastewater treatment facility. For services contracted through third-party providers, Antero Midstream Partners’ performance obligation was satisfied when the services performed by the third-party providers were completed. Revenue was recognized based on the per barrel fresh water delivery or wastewater treatment fee charged by Antero Midstream Partners in accordance with the water services agreement.

(l)

Industry Segments and Geographic Information

Management has evaluated how the Company is organized and managed and has identified the following segments: (1) the exploration, development, and production of natural gas, NGLs, and oil; (2) marketing and utilization of excess firm transportation ~~capacity~~capacity; and (3) our equity method investment in Antero Midstream Corporation. Through March 12, 2019, the results of Antero

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

Midstream Partners were included in the unaudited consolidated financial statements of Antero. Effective March 13, 2019, the results of Antero Midstream Partners are no longer consolidated in Antero’s results; however, the Company’s segment disclosures include our equity method investment in Antero Midstream Corporation due to its significance to the Company’s operations. See Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements for further discussion on the Transactions and Note 1718—Segment Information to the unaudited condensed consolidated financial statements for disclosures on the Company’s reportable segments.

All of the Company’s assets are located in the United States and substantially all of its production revenues are attributable to customers located in the United States; however, some of the Company’s production revenues are attributable to customers who ~~resell~~then transport the Company’s production to ~~third parties located in~~ foreign ~~countries. Our revenues received from these customers are denominated in U.S. dollars and are based on pricing in foreign markets.~~countries for resale or consumption.

(m)

~~(j)~~ Earnings (loss) Per Common Share

Earnings (loss) per common share—basic for each period is computed by dividing net income (loss) attributable to Antero by the basic weighted average number of shares outstanding during the period. Earnings (loss) per common share—assuming dilution for each period is computed after giving consideration to the potential dilution from outstanding equity awards, calculated using the treasury stock method. The Company includes performance share unit awards in the calculation of diluted weighted average shares outstanding based on the number of common shares that would be issuable if the end of the period was also the end of the performance period required for the vesting of the awards. During periods in which the Company incurs a net loss, diluted weighted

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive.

The following is a reconciliation of the Company’s basic weighted average shares outstanding to diluted weighted average shares outstanding during the periods presented (in thousands):


	Three months ended June 30,		Six months ended June 30,		Three months ended June 30,		Six months ended June 30,
	2018	2019	2018	2019	2019	2020	2019	2020
Basic weighted average number of shares outstanding	316,992	309,062	316,733	308,879	309,062	268,386	308,879	276,306
Add: Dilutive effect of restricted stock units	—	33	—	48	33	—	48	—
Add: Dilutive effect of outstanding stock options	—	—	—	—	—	—	—	—
Add: Dilutive effect of performance stock units	—	42	—	155	42	—	155	—
Diluted weighted average number of shares outstanding	316,992	309,137	316,733	309,082	309,137	268,386	309,082	276,306

Weighted average number of outstanding equity awards excluded from calculation of diluted earnings per common share ⁽¹⁾:
Restricted stock units	2,899	2,284	3,088	1,877	2,284	6,165	1,877	5,697
Outstanding stock options	639	538	646	554	538	454	554	454
Performance stock units	1,860	2,592	1,556	1,996	2,592	1,595	1,996	1,595

⁽¹⁾ The potential dilutive effects of these awards were excluded from the computation of earnings (loss) per common share—assuming dilution because the inclusion of these awards would have been anti-dilutive.

(1)	The potential dilutive effects of these awards were excluded from the computation of earnings (loss) per common share—assuming dilution because the inclusion of these awards would have been anti-dilutive.

~~(k)~~(n)

Treasury Share Retirement

The Company retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first, to additional paid-in capital, and then to accumulated earnings. The portion allocable to additional paid-in capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares ~~issued,~~outstanding, to the balance of additional paid-in capital as of retirement.

~~(l)~~

~~Adoption of New Accounting Principle~~

~~The Company adopted ASU No. 2016-02,~~ ~~Leases~~, (“Topic 842”) as of January 1, 2019, using the effective date method. The effective date method allows the Company to report its leases under Topic 842 prospectively as of the date of adoption, and no retrospective adjustments were required for prior periods.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

~~The Company elected the available practical expedients and updated internal controls and implemented new lease software to enable the preparation of financial information on adoption.~~

The standard had a material impact on our consolidated balance sheets, but did not have a material impact on our consolidated statements of operations. The most significant impact was the recognition of operating leases right-of-use assets and short-term and long-term lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. See Note 12 to the unaudited condensed consolidated financial statements for a description of the Company’s leases.

(3) Deconsolidation of Antero Midstream Partners LP

In 2014, the Company formed Antero Midstream Partners to own, operate, and develop midstream energy assets that service Antero’s production. Antero Midstream Partners’ assets consist of gathering systems and compression facilities, water handling and treatment facilities, and interests in processing and fractionation plants, through which it provides services to Antero under long-term, fixed-fee contracts.

On March 12, 2019, Antero Midstream GP LP and Antero Midstream Partners completed (the “Closing”) the transactions contemplated by the ~~previously announced~~ Simplification Agreement (the “Simplification Agreement”), dated as of October 9, 2018, by and among Antero Midstream GP LP, Antero Midstream Partners and certain of their affiliates, pursuant to which (i) Antero Midstream GP LP was converted from a limited partnership to a corporation under the laws of the State of Delaware and changed its name to Antero Midstream Corporation, and (ii) an indirect, wholly owned subsidiary of Antero Midstream Corporation was merged with and into Antero Midstream Partners, with Antero Midstream Partners surviving the merger as an indirect, wholly owned subsidiary of Antero Midstream Corporation (together, along with the other transactions contemplated by the Simplification Agreement, the “Transactions”). In connection with the Closing, Antero received $297 million in cash and 158.4 million shares of Antero Midstream ~~Corporation’s~~Corporation common stock ~~par value $0.01 per share,~~ in consideration for 98,870,335 common units representing limited partnership interests in Antero Midstream Partners.

Prior to the Closing, the Company’s ownership of Antero Midstream Partners common units represented approximately a 53% limited partner interest in Antero Midstream Partners, and the Company consolidated Antero Midstream ~~Partners’ financial position and results of operations into its consolidated financial statements.~~ The ~~Transactions resulted in the exchange of limited partner interests in Antero~~ ~~Midstream Partners owned by Antero for common stock of Antero Midstream Corporation representing a 31%~~ ~~interest. As a result, the Company no longer holds a controlling interest in Antero~~ ~~Midstream~~ Partners and the Company now has an interest in Antero Midstream Corporation that provides significant influence, but not control, over Antero Midstream Corporation. Thus, effective March 13, 2019, the Company no longer consolidates Antero ~~Midstream~~ ~~Partners in our consolidated financial statements and accounts for its interest in Antero Midstream Corporation using the equity method of accounting. In addition, the~~ Company recorded a gain on deconsolidation of ~~$1.4~~$1.4 billion calculated as the sum of (i) the cash proceeds received, (ii) the fair value of the Antero Midstream Corporation common stock received at the Closing, and (iii) the elimination of the noncontrolling interest less the carrying amount of the investment in Antero Midstream Partners. The fair value of Antero’s retained equity method investment on March 13, 2019 in Antero Midstream Corporation was $2.0 billion based on the market price of the shares received on March 12, 2019. See Note 56—Equity Method Investments to the unaudited condensed consolidated financial statements for further discussion on equity method investments.

Antero Midstream Partners’ results of operations are no longer consolidated in the Company’s unaudited consolidated statement of operations and comprehensive income (loss) beginning March 13, 2019. Because Antero Midstream Partners does not meet the requirements of a discontinued operation, Antero Midstream Partners’ results of operations continue to be included in the Company’s consolidated unaudited statement of operations and comprehensive income (loss) through March 12, 2019.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

~~Summarized Financial Information of Antero Midstream Partners~~

~~The following table presents a summary of assets and liabilities of Antero Midstream Partners as of March 12, 2019, the date of deconsolidation.~~

(in thousands)

March 12, 2019

Current assets

$
763,109

Property and equipment, net

3,003,693

Other noncurrent assets

501,208

Total assets

$
4,268,010

Current liabilities

$
123,473

Long-term debt

2,359,084

Other noncurrent liabilities

123,523

Total liabilities

$
2,606,080

Net assets

$
1,661,930

~~(4) Revenue~~

~~(a)~~

~~Revenue from Contracts with Customers~~

~~Product revenue~~

Under our natural gas sales contracts, we deliver natural gas to the purchaser at an agreed upon delivery point. Natural gas is transported from our wellheads to delivery points specified under sales contracts. To deliver natural gas to these points, Antero Midstream ~~Partners~~ or third parties gather, compress, process and transport our natural gas. We maintain control of the natural gas during gathering, compression, processing, and transportation. Our sales contracts provide that we receive a specific index price adjusted for pricing differentials. We transfer control of the product at the delivery point and recognize revenue based on the contract price. The costs to gather, compress, process and transport the natural gas are recorded as Gathering, compression, processing and transportation expenses.

NGLs, which are extracted from natural gas through processing, are either sold by us directly or by the processor under processing contracts. For NGLs sold by us directly, our sales contracts provide that we deliver the product to the purchaser at an agreed upon delivery point and that we receive a specific index price adjusted for pricing differentials. We transfer control of the product to the purchaser at the delivery point and recognize revenue based on the contract price. The costs to process and transport NGLs are recorded as Gathering, compression, processing, and transportation expenses. For NGLs sold by the processor, our processing contracts provide that we transfer control to the processor at the tailgate of the processing plant and we recognize revenue based on the price received from the processor.

Under our oil sales contracts, we generally sell oil to the purchaser and collect a contractually agreed upon index price, net of pricing differentials. We recognize revenue based on the contract price when we transfer control of the product to the purchaser.

~~Gathering, compression, water handling and treatment revenue~~

~~Substantially all revenues from the gathering, compression, water handling and treatment operations were derived from transactions for services Antero Midstream Partners~~ ~~provided to our exploration and production operations through March 12, 2019 and were eliminated in consolidation.~~ ~~Effective March 13, 2019, Antero Midstream Partners is~~ no longer consolidated in Antero’s results. See Note 3 to the unaudited condensed consolidated financial statements for further discussion on the Transactions and Note 17 to the unaudited condensed consolidated financial statements for disclosures on the Company’s reportable segments. The portion of such fees shown in our consolidated financial statements prior to March 13, 2019 represent amounts charged to interest owners in

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, 2020

(4) Conveyance of Overriding Royalty Interest

On June 15, 2020, the Company announced the consummation of a transaction with an affiliate of Sixth Street Partners, LLC (“Sixth Street”) relating to certain overriding royalty interests across the Company’s existing asset base (the “ORRIs”). In connection with the transaction, the Company contributed the ORRIs to Martica and Sixth Street contributed $300 million in cash (subject to customary adjustments) and agreed to contribute up to an additional $102 million in cash if certain production targets attributable to the ORRIs are achieved. All cash contributed by Sixth Street was distributed to the Company.

The ORRIs include an overriding royalty interest of 1.25% of the Company’s working interest in all of its proved operated developed properties in West Virginia and Ohio, subject to certain excluded wells (the “Initial PDP Override”), and an overriding royalty interest of 3.75% of the Company’s working interest in all of its undeveloped properties in West Virginia and Ohio (the “Development Override”). Wells turned to sales after April 1, 2020 and prior to the later of (a) the date on which the Company turns to sales 2.2 million lateral feet (net to the Company’s interest) of horizontal wells burdened by the Development Override and (b) the earlier of (i) April 1, 2023 and (ii) the date on which the Company turns to sales 3.82 million lateral feet (net to the Company’s interest) of horizontal wells are subject to the Development Override.

The ORRIs also include an additional overriding royalty interest of 2.00% of the Company’s working interest in the properties underlying the Initial PDP Override (the “Incremental Override”). The Incremental Override (or a portion thereof, as applicable) may be re-conveyed to the Company (at the Company’s election) if certain production targets attributable to the ORRIs are achieved through March 31, 2023. Any portion of the Incremental Override that may not be re-conveyed to the Company based on the Company achieving such production volumes through March 31, 2023 will remain with Martica.

Prior to Sixth Street achieving an internal rate of return of 13% and 1.5x cash-on-cash return (the “Hurdle”), Sixth Street will receive all distributions in respect of the Initial PDP Override and the Development Override, and the Company will receive all distributions in respect of the Incremental Override, unless certain production targets are not achieved, in which case Sixth Street will receive some or all of the distributions in respect of the Incremental Override. Following Sixth Street achieving the Hurdle, the Company will receive 85% of the distributions in respect of the ORRIs to which Sixth Street was entitled immediately prior to the Hurdle being achieved.

The conveyance of the ORRIs from the Company to Martica was accounted for as a transaction between entities under common control. As a result, the contributed ORRIs have been recorded by Martica at their historical cost.

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

~~Antero-operated wells, as well as fees charged to other third parties for water handling and treatment services provided by Antero Midstream~~ ~~Partners or usage of Antero Midstream Partners’~~ ~~gathering and compression systems. For gathering and compression revenue, Antero Midstream~~ ~~Partners~~ satisfies its performance obligations and recognizes revenue when low pressure volumes are delivered to a compressor station, high pressure volumes are delivered to a processing plant or transmission pipeline, and compression volumes are delivered to a high pressure line.(5) Revenue ~~is recognized based on the per Mcf gathering or compression fee charged by Antero Midstream~~ ~~Partners~~ ~~in accordance with the gathering and compression agreement. For water handling and treatment revenue, Antero Midstream~~ ~~Partners~~ satisfies its performance obligations and recognizes revenue when the fresh water volumes have been delivered to the hydration unit of a specified well pad and the wastewater volumes have been delivered to its wastewater treatment facility. For services contracted through third-party providers, Antero Midstream ~~Partners’~~ performance obligation is satisfied when the service performed by the third-party provider has been completed. Revenue is recognized based on the per barrel fresh water delivery or wastewater treatment fee charged by Antero Midstream ~~Partners in accordance with the water services agreement.~~

~~Marketing revenue~~

Marketing revenues are derived from activities to purchase and sell third-party natural gas and NGLs and to market excess firm transportation capacity to third parties. We retain control of the purchased natural gas and NGLs prior to delivery to the purchaser. We have concluded that we are the principal in these arrangements and therefore we recognize revenue on a gross basis, with costs to purchase and transport natural gas and NGLs presented as marketing expenses. Contracts to sell third-party gas and NGLs are generally subject to similar terms as contracts to sell our produced natural gas and NGLs. We satisfy performance obligations to the purchaser by transferring control of the product at the delivery point and recognize revenue based on the price received from the purchaser.(a)

~~(b)~~ Disaggregation of Revenue

~~In the following table, revenue~~Revenue is disaggregated by type ~~(in thousands).~~in the following table. The table also identifies ~~the~~which reportable segment ~~to which~~that the disaggregated revenues relate. For more information on reportable segments, see Note ~~17—~~18—Segment Information.


	Three months ended June 30,				Six months ended June 30,				Segment to which	Three months ended June 30,				Six months ended June 30,				Segment to which
	2018		2019		2018		2019		revenues relate
(in thousands)										2019		2020		2019		2020		revenues relate
Revenues from contracts with customers:
Natural gas sales	$	473,540		553,372	$	971,203		1,210,638	Exploration and production	$	553,372		367,415	$	1,210,638		778,497	Exploration and production
Natural gas liquids sales (ethane)		32,687		30,374		59,762		65,890	Exploration and production		30,374		26,644		65,890		53,440	Exploration and production
Natural gas liquids sales (C3+ NGLs)		223,298		273,589		430,393		551,758	Exploration and production		273,589		185,553		551,758		416,430	Exploration and production
Oil sales		38,873		49,062		69,146		97,114	Exploration and production		49,062		8,322		97,114		43,968	Exploration and production
Gathering and compression ⁽¹⁾		4,263		—		8,408		3,972	Equity method investment in AMC		—		—		3,972		—	Equity method investment in AMC
Water handling and treatment ⁽¹⁾		1,255		—		2,045		507	Equity method investment in AMC		—		—		507		—	Equity method investment in AMC
Marketing		160,202		63,080		304,591		154,266	Marketing		63,080		64,285		154,266		110,358	Marketing
Total		934,118		969,477		1,845,548		2,084,145
Total revenue from contracts with customers											969,477		652,219		2,084,145		1,402,693
Income from derivatives and other sources		55,226		330,187		171,897		252,926			330,187		(167,308)		252,926		399,323
Total revenue and other	$	989,344		1,299,664	$	2,017,445		2,337,071		$	1,299,664		484,911	$	2,337,071		1,802,016

(1)	Gathering and compression and water handling and treatment revenues were included through March 12, 2019. See Note 33—Deconsolidation of Antero Midstream Partners to the unaudited condensed consolidated financial statements for further discussion on the Transactions.

~~(c)~~ (b)Transaction Price Allocated to Remaining Performance Obligations

For our product sales that have a contract term greater than one year, we have utilized the practical expedient, ~~in ASC 606,~~ which does not require the disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under our product sales contracts, each unit of product delivered to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. For our product sales that have a contract term of one year or less, we have utilized the practical expedient, ~~in ASC 606,~~ which does not require the disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

~~(d)~~ (c)Contract Balances

Under our sales contracts, we invoice customers after our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or ~~liabilities under ASC 606.~~liabilities. At December 31, ~~2018~~2019 and June 30, ~~2019,~~2020, our receivables from contracts with customers were ~~$475~~$318 million and ~~$309~~$255 million, respectively.

(6) Equity Method Investments

~~(5)~~

~~Equity Method Investments~~

At June 30, ~~2019, Antero~~2020, the Company owned approximately ~~31.3%~~29.2% of Antero Midstream Corporation’s common stock, which is reflected in Antero’s consolidated financial statements using the equity method of accounting. See Note 33—Deconsolidation of Antero Midstream Partners to the unaudited condensed consolidated financial statements for further discussion on the Transactions.

Prior to March 13, 2019, our consolidated results included two equity method investments held by Antero Midstream Partners: a 15% equity interest in Stonewall Gas Gathering LLC (“Stonewall”), which operates a regional gathering pipeline on which Antero is an anchor shipper, and a 50% interest in the joint venture entered into on February 6, 2017 between Antero Midstream Partners and MarkWest Energy Partners, L.P. (“MarkWest”), a wholly owned subsidiary of MPLX, LP, to develop processing and fractionation assets in Appalachia (the “Joint Venture”). Effective March 13, 2019, the equity in earnings of these investments are accounted for in the equity in earnings of Antero Midstream Corporation.

~~The following table is a reconciliation of investments in unconsolidated affiliates for the six months ended June 30, 2019 (in thousands):~~

Stonewall ⁽¹⁾

MarkWest
Joint Venture

Antero Midstream Corporation ⁽²⁾

Total

Balance at December 31, 2018

$
68,103

365,539

—

433,642

Investments⁽³⁾

—

25,020

—

25,020

Equity in net income of unconsolidated affiliates

1,894

10,370

15,402

27,666

Distributions/dividends from unconsolidated affiliates

(3,000)

(9,605)

(47,922)

(60,527)

Elimination of intercompany profit

—

—

11,928

11,928

Effects of deconsolidation ⁽⁴⁾

(66,997)

(391,324)

1,987,795

1,529,474

Balance at June 30, 2019

$
—

—

1,967,203

1,967,203

~~(1)~~

~~Distributions are net of operating and capital requirements retained by Stonewall.~~

~~(2)~~

As adjusted for the amortization of the difference between the cost of the equity investment in Antero Midstream Corporation and the amount of underlying equity in the net assets of Antero Midstream Partners as of the date of deconsolidation.

~~(3)~~

~~Investments in the Joint Venture during the six months ended June 30, 2019 relate to capital contributions for construction of additional processing facilities.~~

~~(4)~~

~~Effective March 13, 2019, the equity in earnings of Stonewall and the Joint Venture are accounted for in the equity in earnings of Antero Midstream Corporation.~~

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ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

The following table is a reconciliation of investments in unconsolidated affiliates for the six months ended June 30, 2020 (in thousands):


	Antero Midstream
	Corporation
Balance at December 31, 2019	$	1,055,177
Equity in loss of unconsolidated affiliates		(107,827)
Distributions/dividends from unconsolidated affiliates		(85,511)
Impairment ⁽¹⁾		(610,632)
Elimination of intercompany profit		28,598
Balance at June 30, 2020	$	279,805

(1)

Other-than-temporary impairment of investment in Antero Midstream Corporation.

Summarized Financial Information of Antero Midstream Corporation

The following tables present summarized financial information of Antero Midstream Corporation. ~~Summarized financial information is presented from March 13, 2019.~~

Balance Sheet


			December 31,		June 30,
(in thousands)	June 30, 2019		2019		2020
Current assets	$	115,367	$	108,558		100,669
Noncurrent assets		6,653,642		6,174,320		5,614,386
Total assets	$	6,769,009	$	6,282,878		5,715,055

Current liabilities	$	237,504	$	242,084		98,145
Noncurrent liabilities		2,559,146		2,897,380		3,093,728
Stockholders' equity		3,972,359		3,143,414		2,523,182
Total liabilities and equity	$	6,769,009
Total liabilities and stockholders' equity			$	6,282,878		5,715,055

Statement of Operations


	For the period
	March 13, 2019		Six months
	through		ended
(in thousands)	June 30, 2019		June 30, 2020
Revenues	$	309,726		463,444
Operating expenses		168,056		847,882
Income (loss) from operations	$	141,670		(384,438)
Net income (loss) attributable to the equity method investment	$	92,471		(304,492)

For the period

March 13, 2019 through

(in thousands)

June 30, 2019

Revenues

$
309,726

Operating expenses

168,056

Income from operations

$
141,670

Net income attributable to the equity method investments

$
92,471

~~(6)~~(7) Accrued Liabilities

Accrued liabilities as of December 31, ~~2018~~2019 and June 30, ~~2019~~2020 consisted of the following items (in thousands):


					December 31,		June 30,
	December 31, 2018		June 30, 2019		2019		2020
Capital expenditures	$	113,237		62,631	$	105,706		47,026
Gathering, compression, processing, and transportation expenses		148,032		147,797		134,153		159,828
Marketing expenses		67,082		47,018		52,612		48,122
Interest expense, net		43,444		31,599		30,834		26,795
Other		93,275		69,635		77,545		57,617
	$	465,070		358,680
Total accrued liabilities					$	400,850		339,388

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

~~(7)~~

(8) Long-Term Debt

Long-term debt ~~was~~ as ~~follows at~~of December 31, ~~2018~~2019 and June 30, ~~2019~~2020 consisted of the following items (in thousands):

December 31, 2018

June 30, 2019

Antero Resources:

Credit Facility (a)

$
405,000

175,000

5.375% senior notes due 2021 (b)

1,000,000

1,000,000

5.125% senior notes due 2022 (c)

1,100,000

1,100,000

5.625% senior notes due 2023 (d)

750,000

750,000

5.00% senior notes due 2025 (e)

600,000

600,000

Net unamortized premium

1,241

1,095

Net unamortized debt issuance costs

(26,700)

(23,716)

Antero Midstream Partners:

Midstream Credit Facility ⁽¹⁾

990,000

—

5.375% senior notes due 2024 ⁽¹⁾

650,000

—

Net unamortized debt issuance costs ⁽¹⁾

(7,853)

—

$
5,461,688

3,602,379

~~(1)~~

At December 31, 2018, Antero Midstream Partners’ indebtedness was included in the consolidated financial statements of Antero. At June 30, 2019, following the deconsolidation, Antero Midstream Partners’ outstanding indebtedness is no longer reflected in Antero’s consolidated financial statements. See Note 3 to the unaudited condensed consolidated financial statements for further discussion on the Transactions.


	December 31,		June 30,
	2019		2020
Credit Facility ^(a)	$	552,000		926,000
5.375% senior notes due 2021 ^(b)		952,500		516,202
5.125% senior notes due 2022 ^(c)		923,041		756,030
5.625% senior notes due 2023 ^(d)		750,000		743,690
5.00% senior notes due 2025 ^(e)		600,000		590,000
Net unamortized premium		791		542
Net unamortized debt issuance costs		(19,464)		(14,388)
Long-term debt	$	3,758,868		3,518,076

(a)

Senior Secured Revolving Credit Facility

Antero Resources has a senior secured revolving credit facility (the “Credit Facility”) with a consortium of bank lenders. Borrowings under the Credit Facility are subject to borrowing base limitations based on the collateral value of ~~Antero’s~~Antero Resources’ assets and are subject to regular ~~annual~~semi-annual redeterminations. ~~At June 30, 2019, the~~The borrowing base ~~under the Credit Facility was~~ ~~$4.5~~is $2.85 billion and lender commitments ~~were $2.5~~ are $2.64 billion. ~~Each of these amounts were reaffirmed in the annual redetermination in April 2019.~~ The next redetermination of the borrowing base is scheduled to occur in ~~April~~October 2020. The maturity date of the Credit Facility is the earlier of (i) October 26, 2022 and (ii) the date that is 91 days prior to the earliest stated redemption date of any series of ~~Antero’s~~Antero Resources’ senior notes ~~unless such series of notes is refinanced.~~

During any period that is not an Investment Grade Period, the Credit Facility is ratably secured by mortgages on substantially all of Antero’s properties, Antero’s and Antero Subsidiary Holdings LLC’s ownership interests in Antero Midstream Corporation, and guarantees from Antero’s restricted subsidiaries, as applicable. During an Investment Grade Period, the liens securing the obligations under the Credit Facility shall be automatically released (subject to the provisions of the Credit Facility). The Credit Facility contains certain covenants, including restrictions on indebtedness and dividends, and requirements with respect to working capital and interest coverage ratios. During any period that is not an Investment Grade Period, interest is payable at a variable rate based on LIBOR or the prime rate determined by Antero’s election at the time of borrowing, plus an applicable rate based on Antero’s borrowing base utilization which ranges from ~~25 basis points to 225~~ basis points. During an Investment Grade Period, interest is payable at a variable rate based on LIBOR or the prime rate determined by Antero’s election at the time of borrowing, plus an applicable rate based on Antero’s credit rating which ranges from ~~12.5 basis points to 175~~ ~~basis points. Antero was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2018 and June 30, 2019.~~then outstanding.

As of June 30, ~~2019,~~2020, Antero Resources had an outstanding balance under the Credit Facility of ~~$175~~$926 million, with a weighted average interest rate of ~~3.69%~~3.32%, and outstanding letters of credit of ~~$701~~$730 million. As of December 31, ~~2018,~~2019, Antero Resources had an outstanding balance under the Credit Facility of ~~$405~~$552 million, with a weighted average interest rate of ~~3.95%~~3.28%, and outstanding letters of credit of ~~$685~~

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

$623 million. Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from ~~(i)~~ 0.300% to 0.375% ~~(during any period that is not an Investment Grade Period)~~(subject to certain exceptions) of the unused portion based on ~~utilization and (ii) 0.150% to 0.300% (during an Investment Grade Period) of the unused portion based on Antero’s credit rating.~~utilization.

(b)

5.375% Senior Notes Due 2021

On November 5, 2013, Antero Resources issued $1$1.0 billion of 5.375% senior notes due November 1, 2021 (the “2021 notes”) at par. The 2021 notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2021 notes rank pari passu to ~~Antero’s~~Antero Resources’ other outstanding senior notes. The 2021 notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by ~~Antero’s~~Antero Resources’ wholly owned subsidiaries and certain of its future restricted subsidiaries. Interest on the 2021 notes is payable on May 1 and November 1 of each year. Antero may redeem all or part of the 2021 notes at any time at a redemption ~~prices ranging from~~ ~~101.344% currently to~~price of 100.00% ~~on or after November 1,~~ ~~2019.~~. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2021 notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101% of the principal amount of the 2021 notes, plus accrued and unpaid interest.

(c)

5.125% Senior Notes Due 2022

On May 6, 2014, Antero Resources issued $600 million of 5.125% senior notes due December 1, 2022 (the “2022 notes”) at par. On September 18, 2014, Antero Resources issued an additional ~~$500~~$500 million of the 2022 notes at 100.5% of par. The 2022 notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2022 notes rank pari passu to ~~Antero’s~~Antero Resources’ other outstanding senior notes. The 2022 notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by ~~Antero’s~~Antero Resources’ wholly owned subsidiaries and certain of its future restricted subsidiaries. Interest on the 2022 notes is payable on June 1 and December 1 of each year. Antero Resources may redeem all or part of the 2022 notes at any time at a redemption ~~prices ranging from~~ ~~101.281% currently to~~price of 100.00% ~~on or after June 1,~~ ~~2020.~~. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2022 notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101% of the principal amount of the 2022 notes, plus accrued and unpaid interest.

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

(d)

5.625% Senior Notes Due 2023

On March 17, 2015, Antero Resources issued $750 million of 5.625% senior notes due June 1, 2023 (the “2023 notes”) at par. The 2023 notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2023 notes rank pari passu to ~~Antero’s~~Antero Resources’ other outstanding senior notes. The 2023 notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by ~~Antero’s~~Antero Resources’ wholly owned subsidiaries and certain of its future restricted subsidiaries. Interest on the 2023 notes is payable on June 1 and December 1 of each year. Antero Resources may redeem all or part of the 2023 notes at any time at redemption prices ranging from ~~102.813%~~101.406% currently to 100.00% on or after June 1, 2021. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2023 notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101% of the principal amount of the 2023 notes, plus accrued and unpaid interest.

~~(e) 5.00% Senior Notes Due 2025~~

(e)

5.00% Senior Notes Due 2025

On December 21, 2016, Antero Resources issued $600 million of 5.00% senior notes due March 1, 2025 (the “2025 notes”) at par. The 2025 notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2025 notes rank pari passu to ~~Antero’s~~Antero Resources’ other outstanding senior notes. The 2025 notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by ~~Antero’s~~Antero Resources’ wholly owned subsidiaries and certain of its future restricted subsidiaries. Interest on the 2025 notes is payable on March 1 and September 1 of each year. Antero Resources may redeem all or part of the 2025 notes at any time ~~on or after March 1, 2020~~ at redemption prices ranging from ~~103.750% on or after March 1, 2020~~103.75% currently to 100.00% on or after March 1, 2023. ~~In addition, on or before March 1, 2020,~~If Antero ~~may redeem up to~~ ~~35% of the aggregate principal amount of the 2025 notes with the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.00%~~ ~~of the principal amount of the 2025 notes, plus accrued and unpaid interest. At any time prior to March 1, 2020, Antero may also redeem the 2025 notes, in whole or in part, at a price equal to~~ ~~100%~~ ~~of the principal amount of the 2025 notes plus a “make-whole” premium and accrued and unpaid interest. If Antero~~Resources undergoes a change of control followed by a rating decline, the holders of the 2025 notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101% of the principal amount of the 2025 notes, plus accrued and unpaid interest.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~(f)Debt Repurchase Program

~~Notes to~~During the ~~Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018~~three and six months ended June 30, ~~2019~~

~~(f)~~

~~Treasury Management Facility~~

2020, Antero ~~has~~Resources repurchased $236 million and $619 million, respectively, principal amount of debt at a ~~stand-alone revolving note with~~weighted average discount of 17% and 19%, respectively, which purchases included a ~~lender that is also part~~portion of the ~~Credit Facility lending consortium that provides for up to $25~~ 2021 notes, the 2022 notes, the 2023 notes and the 2025 notes. The Company recognized a gain of approximately $39 million ~~of cash management obligations in order to facilitate Antero’s daily treasury management. Borrowings under the revolving note are secured by the collateral~~and $120 million for the ~~Credit Facility. Borrowings under the revolving note bear interest at the lender’s prime rate plus~~ ~~1.0%. The note matures on~~three and six months ended June ~~1, 2020. At December 31, 2018, there was~~ ~~$5.4 million in outstanding borrowings under the revolving note included in “Other current liabilities”~~30, 2020, respectively, on the ~~Company’s Consolidated Balance Sheet. At June 30, 2019, there were no outstanding borrowings under~~early extinguishment of the ~~revolving note.~~debt repurchased.

~~(8)~~

(9) Asset Retirement Obligations

The following is a reconciliation of the Company’s asset retirement obligations for the six months ended June 30, ~~2019~~2020 (in thousands):

Asset retirement obligations—December 31, 2018

$
58,979

Obligations settled

(153)

Obligations incurred

807

Revisions to prior estimates

—

Accretion expense

1,894

Effect of deconsolidation of Antero Midstream Partners LP ⁽¹⁾

(7,518)

Asset retirement obligations—June 30, 2019

$
54,009

~~(1)Effective March 13, 2019, Antero Midstream Partners is no longer consolidated in Antero’s results.~~


Asset retirement obligations—December 31, 2019	$	54,845
Obligations incurred		1,308
Accretion expense		2,215
Settlement of obligations		(229)
Asset retirement obligations—June 30, 2020	$	58,139

Asset retirement obligations are included in other liabilities on the Company’s unaudited condensed consolidated balance sheets.

~~(9)~~

~~Equity-Based Compensation~~

(10) Equity-Based Compensation

On June 17, 2020, Antero ~~is authorized to grant up to 16,906,500~~ ~~shares of common stock to employees and directors of~~Resources’ stockholders approved the ~~Company under~~Antero Resources Corporation 2020 Long-Term Incentive Plan (the “2020 Plan”), which replaced the Antero Resources Corporation Long-Term Incentive Plan (the ~~“Plan”~~“2013 Plan”)., and the 2020 Plan became effective as of such date. The 2020 Plan ~~allows equity-based compensation awards to be granted in a variety~~provides for grants of ~~forms, including~~ stock options (including incentive stock options), stock appreciation rights, restricted stock awards, restricted stock unit awards, vested stock awards, dividend equivalent awards, and other ~~types of~~stock-based and cash awards. The terms and conditions of the awards granted are established by the Compensation Committee of ~~Antero’s~~Antero Resources’ Board of Directors. Employees, officers, non-employee directors and other service providers of the Company and

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

its affiliates are eligible to receive awards under the 2020 Plan. No further awards will be granted under the 2013 Plan on or after June 17, 2020.

The 2020 Plan provides for the reservation of 10,050,000 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery from the 2013 Plan in accordance with the share recycling provisions described below. The share recycling provisions allow for all or any portion of an award (including an award granted under the 2013 Plan that was outstanding as of June 17, 2020) that expires or is cancelled, forfeited, exchanged, settled for cash, or otherwise terminated without actual delivery of the shares to be considered not delivered and thus available for new awards under the 2020 Plan. Further, any shares withheld or surrendered in payment of any taxes relating to awards that were outstanding under either the 2013 Plan as of June 17, 2020 or are granted under the 2020 Plan (other than stock options and stock appreciation rights) will again be available for new awards under the 2020 Plan.

A total of ~~5,753,433~~10,050,833 shares were available for future grant under the 2020 Plan as of June 30, ~~2019.~~2020.

Antero Midstream Partners’ general partner was authorized to grant up to 10,000,000 common units representing limited partner interests in Antero Midstream Partners under the Antero Midstream Partners LP Long-Term Incentive Plan (the “AMP Plan”) to non-employee directors of its general partner and certain officers, employees, and consultants of Antero Midstream Partners and its affiliates (which ~~include Antero)~~includes Antero Resources). As part of the Transactions, each ~~of the~~ outstanding phantom ~~units in~~unit award under the AMP Plan, ~~whether vested or unvested, were~~was assumed by Antero Midstream Corporation and converted into 1.8926 restricted stock unitsunder the Antero Midstream Corporation Long Term Incentive Plan (the “AMC Plan”) ~~representing~~. Each restricted stock unit award under the AMC Plan represents a right to receive ~~1.8926 shares of Antero Midstream Corporation’s Common Stock, par value $0.01 per~~1 share ~~(“Antero Midstream Corporation Common Stock”), for each converted phantom unit.~~

~~On March 12, 2019, the Board~~ of Antero Midstream Corporation adopted the AMC Plan under which awards may be granted to employees, directors and other service providers of Antero and its affiliates. The AMC Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, other stock-based awards, cash awards and substitute awards.common stock.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

The Company’s equity-based compensation expense, by type of award, was as follows for the three and six months ended June 30, ~~2018~~2019 and ~~2019~~2020 (in thousands):


	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
	2018		2019		2018		2019		2019		2020		2019		2020
Restricted stock unit awards	$	10,231		2,624	$	23,675		6,600	$	2,624		4,080	$	6,600		5,958
Stock options		495		45		976		389		45		—		389		—
Performance share unit awards		3,490		2,666		6,001		5,628		2,666		2,631		5,628		3,553
Antero Midstream Partners phantom unit awards ⁽¹⁾		4,341		949		8,559		2,075		949		1,262		2,075		1,422
Equity awards issued to directors		514		265		1,016		760		265		—		760		369
Total expense	$	19,071		6,549	$	40,227		15,452	$	6,549		7,973	$	15,452		11,302

(1)Antero Resources recognized compensation expense for equity awards granted under both the 2013 Plan and the AMP Plan because the awards under the AMP Plan are accounted for as if they are distributed by Antero Midstream Partners to ~~Antero.~~ Antero Resources. Antero Resources allocates a portion of equity-based compensation expense related to grants prior to the Transactions to Antero Midstream Partners based on its proportionate share of ~~Antero’s~~Antero Resources’ labor costs. Through March 12, 2019, the total amount of equity-based compensation is included in the consolidated financial statements of ~~Antero;~~Antero Resources; and effective March 13, 2019 (date of deconsolidation), the amount allocated to Antero Midstream Partners is no longer reflected in ~~Antero’s~~Antero Resources consolidated financial statements. See Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements for further discussion on the Transactions.

Restricted Stock Unit Awards

Restricted stock unit awards vest subject to the satisfaction of service requirements. Expense related to each restricted stock unit award is recognized on a straight-line basis over the requisite service period of the entire award. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. The grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant.

A summary of restricted stock unit award activity for the six months ended June 30, ~~2019~~2020 is as follows:

Weighted
average

Aggregate


Number of
shares

grant date
fair value

intrinsic value
(in thousands)

Total awarded and unvested—December 31, 2018

1,712,485

$
24.57

$
16,080

Granted

1,568,617

$
8.69

Vested

(674,312)

$
28.04

Forfeited

(190,525)

$
18.05

Total awarded and unvested—June 30, 2019

2,416,265

$
13.81

$
13,362

~~Intrinsic values are based on the closing price of the Company’s stock on the referenced dates. As of June 30, 2019, there was~~ ~~$29~~ ~~million of unamortized equity-based compensation expense related to unvested restricted stock units. That expense is expected to be recognized over a weighted average period of approximately~~ ~~2.7 years.~~

~~Stock Options~~

~~Stock options granted under the Plan have a maximum contractual life of 10 years~~. Expense related to stock options is recognized on a straight-line basis over the requisite service period of the entire award. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. Stock options were granted with an exercise price equal to or greater than the market price of the Company’s common stock on the dates of grant.


		Weighted
		average		Aggregate
	Number of	grant date		intrinsic value
	shares	fair value		(in thousands)
Total awarded and unvested—December 31, 2019	2,370,575	$	12.81	$	6,756
Granted	4,644,934	$	2.39
Vested	(872,749)	$	13.50

2221

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

~~A summary of stock option activity for the six months ended June 30, 2019 is as follows:~~

Weighted

Weighted
average

average
remaining

Intrinsic


Stock
options

exercise
price


contractual
life

value
(in thousands)

Outstanding at December 31, 2018

579,617

$
50.55

5.81

$
—

Granted

—

$
—

Exercised

—

$
—

Forfeited

(46,062)

$
50.00

Expired

—

$
—

Outstanding at June 30, 2019

533,555

$
50.60

5.29

$
—

Vested or expected to vest as of June 30, 2019

533,555

$
50.60

5.29

$
—

Exercisable at June 30, 2019

533,555

$
50.60

5.29

$
—

~~Intrinsic values are based on the exercise price of the options and the closing price of the Company’s stock on the referenced dates.~~

A Black Scholes option pricing model is used to determine the grant-date fair value of stock options. Expected volatility was derived from the volatility of the historical stock prices of a peer group of similar publicly traded companies’ stock prices as the Company’s common stock had traded for a relatively short period of time at the dates the options were granted. The risk free interest rate was determined using the implied yield available for zero coupon U.S. government issues with a remaining term approximating the expected life of the options. A dividend yield of zero was assumed.

~~As of June 30, 2019, there was no unamortized equity-based compensation expense because all stock options were fully vested.~~

~~Performance Share Unit Awards~~

~~Performance Share Unit Awards Based on Stock Price Targets~~

In 2016, the Company granted performance share unit awards (“PSUs”) to certain of its executive officers that are based on stock price targets. The vesting of these PSUs is conditioned on the closing price of the Company’s common stock achieving specific price thresholds over 10-day periods, subject to the following vesting restrictions: no PSUs may vest before the first anniversary of the grant date; no more than one-third of the PSUs may vest before the second anniversary of the grant date; and no more than two-thirds of the PSUs may vest before the third anniversary of the grant date. Any PSUs which have not vested by the fifth anniversary of the grant date will expire. Expense related to these PSUs is recognized on a graded basis over ~~three years. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.~~

~~Performance Share Unit Awards Based on Total Shareholder Return (“TSR”)~~

In 2016 and 2017, the Company granted PSUs to certain of its employees and executive officers that vest based on the TSR of the Company’s common stock relative to the TSR of a peer group of companies over a three-year ~~performance period. The number of shares of common stock which may ultimately be earned ranges from~~ ~~zero to 200%~~ ~~of the PSUs granted. Expense related to these PSUs is recognized on a straight-line basis over~~ ~~three years. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.~~

In 2019, the Company granted PSUs to certain of its employees and executive officers that vest based on the Company’s absolute TSR, with target payout achieved if the price per share of the Company’s common stock reaches 125% of the beginning price (as defined in the award agreement) at the end of a three-year ~~performance period. The number of shares of common stock which may ultimately be earned ranges from~~ ~~zero to 200%~~ ~~of the PSUs granted. Expense related to these PSUs is recognized on a straight-line basis over~~ ~~three years. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.~~

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

~~Performance Share Unit Awards Based on TSR and Return on Capital Employed (“ROCE”)~~

In 2018, the Company granted PSUs to certain of its employees and executive officers, a portion of which vest based on the Company’s absolute TSR, with target payout achieved if the price per share of the Company’s common stock reaches 125% of the beginning price (as defined in the award agreement) at the end of a three-year performance period (“TSR PSUs”). The number of awards actually earned with respect to the TSR PSUs will be subject to further adjustment based on the TSR of the Company’s common stock relative to the TSR of a peer group of companies over the same period. The number of shares of common stock that may ultimately be earned with respect to the TSR PSUs ranges from ~~zero to 200%~~ ~~of the target number of TSR PSUs originally granted. Expense related to the TSR PSUs is recognized on a straight-line basis over~~ ~~three years. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.~~

~~The other portion of the PSUs granted in 2018 vest based on the Company’s actual ROCE (as defined in the award agreement) over a three-year~~ ~~period as compared to a targeted ROCE (“ROCE PSUs”). The number of shares of common stock that may ultimately be earned with respect to the ROCE PSUs ranges from~~ ~~zero to 200%~~ of the target number of ROCE PSUs originally granted. Expense related to the ROCE PSUs is recognized based on the number of shares of common stock that are expected to be issued at the end of the measurement period, and is reversed if the likelihood of achieving the performance condition decreases.

~~Summary Information for Performance Share Unit Awards~~

~~A summary of PSU activity for the six months ended June 30, 2019 is as follows:~~

Number of
units

Weighted
average
grant date
fair value

Total awarded and unvested—December 31, 2018

1,767,299

$
26.36

Granted

1,416,378

$
9.26

Vested

(31,944)

$
27.38

Forfeited

(342,161)

$
32.72

Total awarded and unvested—June 30, 2019

2,809,572

$
16.95

The grant-date fair values of market-based PSUs were determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair values of the awards. Expected volatilities were derived from the volatility of the historical stock prices of a peer group of similar publicly-traded companies. The risk-free interest rate was determined using the yield available for zero-coupon U.S. government issues with remaining terms corresponding to the service periods of the PSUs. A dividend yield of zero was assumed. The grant-date fair value for the ROCE-based PSUs is based on the closing price of the Company’s common stock on the date of the grant, assuming the achievement of the performance condition.

The following table presents information regarding the weighted average fair values for market-based PSUs granted during the six months ended June 30, 2018 and 2019, and the assumptions used to determine the fair values:

Six months ended June 30,

2018

2019

Dividend yield

—
%

—
%

Volatility

41
%

36
%

Risk-free interest rate

2.49
%

2.35
%

Weighted average fair value of awards granted

$
24.85

$
9.26

~~As of June 30, 2019, there was $26~~ ~~million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of approximately~~ ~~2.1 years.~~

~~Antero Midstream Partners Phantom Unit Awards and Antero Midstream Corporation Restricted Stock Unit Awards~~

~~Phantom units granted by Antero Midstream Partners vested subject to the satisfaction of service requirements, upon the completion of which common units in Antero Midstream~~ Partners were delivered to the holder of the phantom units. Phantom units also contained distribution equivalent rights which entitled the holder of vested common units to receive a “catch up” payment equal to common unit distributions paid by Antero ~~Midstream~~ ~~Partners during the vesting period of the phantom unit award. These phantom~~

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

~~units were treated, for accounting purposes, as if Antero~~ ~~Midstream~~ ~~Partners distributed the units to Antero. Antero recognized compensation expense as the units were granted to its employees, and a portion of the expense was allocated to Antero~~ ~~Midstream~~ Partners. Expense related to each phantom unit award was recognized on a straight-line basis over the requisite service period of the entire award. Forfeitures were accounted for as they occurred by reversing the expense previously recognized for awards that were forfeited during the period. The grant date fair values of these awards was determined based on the closing price of Antero ~~Midstream Partners’ common units on the date of grant.~~

~~In connection with the closing of the Transactions, the Board of Antero Midstream Corporation adopted the AMC Plan. In accordance with the terms of the Transactions, each of the~~ outstanding units in the AMP Plan, whether vested or unvested, was assumed by Antero Midstream Corporation and converted into restricted stock units under the AMC Plan at 1.8926 shares of Antero Midstream Corporation Common Stock LTIP for each converted phantom unit.

~~A summary of phantom unit awards activity for the six months ended June 30, 2019 is as follows:~~

Number of
units

Weighted
average
grant date
fair value

Aggregate
intrinsic value
(in thousands)

Total awarded and unvested—December 31, 2018

583,000

$
27.63

$
12,470

Granted

5,972

$
23.44

Vested

(3,853)

$
32.44

Forfeited

(20,338)

$
26.73

AMP Plan Units awarded and unvested—March 12, 2019

564,781

$
27.59

$
13,476

Effect of conversion ⁽¹⁾

504,119

$
14.58

Vested

(317,651)

$
14.06

Forfeited

(18,906)

$
13.86

Total awarded and unvested—June 30, 2019

732,343

$
14.82

$
8,393

~~(1)Effective March 12, 2019, all outstanding units in the~~ ~~AMP Plan, whether vested or unvested, were assumed by~~ ~~Antero Midstream Corporation~~ ~~and converted~~ ~~into restricted stock units under the AMC Plan.~~

Forfeited		(111,014)		$	12.53
Total awarded and unvested—June 30, 2020		6,031,746		$	4.69		$	15,321

Intrinsic values are based on the closing price of Antero ~~Midstream Corporation’s~~Resources’ common ~~units~~stock on the referenced dates. As of June 30, ~~2019,~~2020, there was approximately $24 million of unamortized equity-based compensation expense related to unvested restricted stock units. That expense is expected to be recognized over a weighted average period of approximately 2.1 years.$9

Stock Options

A summary of stock option activity for the six months ended June 30, 2020 is as follows:


				Weighted
		Weighted		average
		average		remaining	Intrinsic
	Stock	exercise		contractual	value
	options	price		life	(in thousands)
Outstanding at December 31, 2019	467,633	$	50.64	5.05	$	—
Granted	—	$	—
Exercised	—	$	—
Forfeited	—	$	—
Expired	(13,172)	$	51.50
Outstanding at June 30, 2020	454,461	$	50.61	4.35	$	—
Vested or expected to vest as of June 30, 2020	454,461	$	50.61	4.35	$	—
Exercisable at June 30, 2020	454,461	$	50.61	4.35	$	—

Intrinsic values are based on the exercise price of the options and the closing price of Antero Resources’ common stock on the referenced dates.

As of June 30, 2020, all stock options were fully vested resulting in 0 unamortized equity-based compensation expense.

Performance Share Unit Awards

The Company had 458,485 performance share units (“PSUs”) forfeited in the six months ended June 30, 2020, and the target number of PSUs outstanding at June 30, 2020 was 2,078,798 at a weighted average grant date fair value of $14.85.

As of June 30, 2020, there was approximately $11 million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of approximately 1.4 years.

Cash Awards

In January 2020, the Company granted cash awards of approximately $3.3 million to certain executives under the 2013 Plan. Compensation expense for these awards is recognized ratably over the vesting period for each of 3 tranches through January 20, 2023. As of June 30, 2020, the Company has accrued approximately $1.2 million in Other liabilities in the unaudited condensed consolidated balance sheet related to such cash awards.

Antero Midstream Partners Phantom Unit Awards and Antero Midstream Corporation Restricted Stock Unit Awards

A summary of Antero Midstream Corporation restricted stock unit awards for the six months ended June 30, 2020 is as follows:


		Weighted
		average		Aggregate
	Number of	grant date		intrinsic value
	units	fair value		(in thousands)
Total awarded and unvested—December 31, 2019	657,757	$	14.71	$	4,992
Granted	—	$
Vested	(293,868)	$	14.13

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

Forfeited		(22,577)		$	14.09
Total awarded and unvested—June 30, 2020		341,312		$	15.24		$	1,741

Intrinsic values are based on the closing price of shares of Antero Midstream Corporation common stock. As of June 30, 2020, there was approximately $4 million of unamortized equity-based compensation expense related to unvested phantom unit awards. That expense is expected to be recognized over a weighted average period of approximately ~~2.1~~1.3 years.

~~(10)~~(11) Financial Instruments

The carrying values of accounts receivable and accounts payable at December 31, ~~2018~~2019 and June 30, ~~2019~~2020 approximated market values because of their short-term nature. The carrying values of the amounts outstanding under the Credit Facility ~~and Antero Midstream Partners’ credit facility~~ at December 31, ~~2018~~2019 and ~~the Credit Facility at~~ June 30, ~~2019~~2020 approximated fair value because the variable interest rates are reflective of current market conditions.

Based on Level 2 market data inputs, the fair value of senior notes was approximately ~~$3.9~~$2.8 billion and ~~$3.3~~$1.8 billion at December 31, ~~2018~~2019 and June 30, ~~2019,~~2020, respectively.

See Note 1112—Derivative Instruments to the unaudited condensed consolidated financial statements for information regarding the fair value of derivative financial instruments.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

~~(11)~~(12) Derivative Instruments

(a)Commodity Derivative Positions

~~Commodity Derivative Positions~~

The Company periodically enters into natural gas, NGLs, and oil derivative contracts with counterparties to hedge the price risk associated with its production. These derivatives are not entered into for trading purposes. To the extent that changes occur in the market prices of natural gas, NGLs, and oil, the Company is exposed to market risk on these open contracts. This market risk exposure is generally offset by the change in market prices of natural gas, NGLs, and oil recognized upon the ultimate sale of the Company’s production.

The Company was party to various fixed price commodity swap contracts that settled during the six months ended June 30, ~~2018~~2019 and ~~2019.~~2020. The Company enters into these swap contracts when management believes that favorable future sales prices for the Company’s production can be secured. Under these swap agreements, when actual commodity prices upon settlement exceed the fixed price provided by the swap contracts, the Company pays the difference to the counterparty. When actual commodity prices upon settlement are less than the contractually provided fixed price, the Company receives the difference from the counterparty.In addition, the Company has entered into basis swap contracts in order to hedge the difference between the New York Mercantile Exchange (“NYMEX”) index price and a local index price.

The Company also entered into NGL derivative contracts, which establish a contractual price for the settlement month as a fixed percentage of the West Texas Intermediate Crude Oil index (“WTI”) price for the settlement month. When the percentage of the contractual price is above the contracted percentage, the Company pays the difference to the counterparty. When it is below the contracted percentage, the Company receives the difference from the counterparty.

In addition, the Company has also entered into ~~natural gas collar contracts, which establish ceiling and floor prices~~a call option agreement that gives the counterparty the right, but not the obligation, to enter into a fixed price swap agreement on a specified future date for ~~the sale~~a specific amount of ~~notional volumes of natural gas as~~production for a specified in the collar contracts. Under these contracts, the Company pays the difference between the ceiling price and the published index price in the event the published index price is above the ceiling price. When the published index price is below the floor price, the Company receives the difference between the floor price and the published index price. No amounts are paid or received if the index price is between the floor and the ceiling prices. The index prices in our collars are consistent with the index prices used to sell our production.future period.

The Company’s derivative contracts have not been designated as hedges for accounting purposes; therefore, all gains and losses are recognized in the Company’s statements of operations.

2623

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

As of June 30, 2020, the Company’s fixed price natural gas, oil and NGL swap positions from July 1, 2020 through December 31, 2023 were as follows (abbreviations in the table refer to the index to which the swap position is tied, as follows: NYMEX=Henry Hub; NYMEX-WTI=West Texas Intermediate; ARA Propane =European Propane CIF ARA; OPIS Ethane Mt Belv=Mont Belvieu Purity Ethane-OPIS):


		Natural Gas		Weighted
	Natural gas	Liquids	Oil	average index
	MMBtu/day	Bbls/day	Bbls/day	price
Six months ending December 31, 2020:
NYMEX ($/MMBtu)	2,227,500	—	—	$	2.87
ARA Propane ($/Gal)	—	10,315	—		0.65
OPIS Ethane Mt Belv ($/Gal)	—	24,500	—		0.20
NYMEX-WTI ($/Bbl)	—	—	26,000		55.63
Total	2,227,500	34,815	26,000
Three months ending March 31, 2021
OPIS Ethane Mt Belv ($/Gal)		18,791		$	0.20
Year ending December 31, 2021:
NYMEX ($/MMBtu)	2,400,000		—	$	2.80
NYMEX-WTI ($/Bbl)	—		3,000		55.16
Total	2,400,000		3,000
Year ending December 31, 2022:
NYMEX ($/MMBtu)	1,307,500			$	2.44
Year ending December 31, 2023:
NYMEX ($/MMBtu)	150,000			$	2.38

A portion of the NYMEX-WTI ($/Bbl) in 2020 combined with the Mont Belvieu Natural Gasoline to NYMEX-WTI are intended to fix the price of Natural Gasoline.

In addition, we have a call option agreement, which entitles the holder the right, but not the obligation, to enter into a fixed price swap agreement on December 21, 2023 to purchase 427,500 MMBtu per day at a price of $2.77 per MMBtu for the year ending December 31, 2024.

As of June 30, 2020, the Company’s natural gas basis swap positions, which settle on the pricing index to basis differential of the Columbia Gas Transmission pipeline (“TCO”) to the NYMEX Henry Hub natural gas price were as follows:


		Weighted
	Natural gas	average hedged
	MMBtu/day	differential
Six months ending December 31, 2020:
NYMEX to TCO ($/MMBtu)	60,000	$	0.353
Year ending December 31, 2021:
NYMEX to TCO ($/MMBtu)	40,000	$	0.414
Year ending December 31, 2022:
NYMEX to TCO ($/MMBtu)	60,000	$	0.515
Year ending December 31, 2023:
NYMEX to TCO ($/MMBtu)	50,000	$	0.525
Year ending December 31, 2024:
NYMEX to TCO ($/MMBtu)	50,000	$	0.530

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

As of June 30, 2020, the Company had NGL contracts for July 1, 2020 through December 31, 2021 that fix the Mont Belvieu index price for natural gasoline to percentages of WTI as follows:


		Weighted
	Gas	average
	Liquids	Payout
	Bbls/day	Ratio
Six months ending December 31, 2020:
Mont Belvieu Natural Gasoline to NYMEX-WTI	11,800	80	%
Year ending December 31, 2021:
Mont Belvieu Natural Gasoline to NYMEX-WTI	18,650	78	%

A portion of the Mont Belvieu Natural Gasoline to NYMEX-WTI combined with the NYMEX-WTI ($/Bbl) in 2020 are intended to fix the price of Natural Gasoline.

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

As of June 30, ~~2019,~~2020, the Company’s consolidated subsidiary Martica’s fixed price natural gas, oil and NGL swap positions from July 1, ~~2019~~2020 through ~~December~~March 31, ~~2023~~2025 were as follows (abbreviations in the table refer to the index to which the swap position is tied, as follows: NYMEX=Henry Hub; NYMEX-WTI=West Texas Intermediate; ~~Argus Butane ARA=European Butane CIF ARA Argus; Argus Butane FEI=Argus Butane Far East Index; Argus~~OPIS Propane ~~ARA=European Propane CIF ARA Argus; Argus Propane FEI=Argus Propane Far East Index)~~Mt Belv Non-TET = Mont Belvieu Propane-OPIS; OPIS Ethane Mt Belv=Mont Belvieu Purity Ethane-OPIS; OPIS Natural Gasoline Mt Belv Non-TET = Mont Belvieu Natural Gasoline-OPIS):

Natural gas
MMBtu/day

Oil
Bbls/day

Natural Gas
Liquids
MT/day

Weighted
average index
price

Three months ending September 30, 2019:

NYMEX ($/MMBtu)

755,000

—

—

$
3.32

NYMEX-WTI($/Bbl)

—

5,000

—

61.83

Argus Butane ARA ($/MT)

—

—

242

330.25

Argus Butane FEI ($/MT)

—

—

24

370.00

Argus Propane ARA ($/MT)

—

—

484

328.17

Argus Propane FEI ($/MT)

—

—

274

383.41

Total

755,000

5,000

1,024

Three months ending December 31, 2019:

NYMEX ($/MMBtu)

755,000

—

$
3.45

NYMEX-WTI($/Bbl)

—

5,000

61.83

Total

755,000

5,000

Year ending December 31, 2020:

NYMEX ($/MMBtu)

2,227,500

—

$
2.87

NYMEX-WTI($/Bbl)

—

5,000

59.03

Total

2,227,500

5,000

Year ending December 31, 2021:

NYMEX ($/MMBtu)

1,010,000

$
2.88

Year ending December 31, 2022:

NYMEX ($/MMBtu)

850,000

$
3.00

Year ending December 31, 2023:

NYMEX ($/MMBtu)

90,000

$
2.91

~~As of June 30, 2019, the Company’s natural gas basis swap positions, which settle on the pricing index to basis differential of TCO to the NYMEX Henry Hub natural gas price were as follows:~~

Natural gas

Hedged

MMBtu/day

differential

Year ending December 31, 2020:

60,000

$
0.353

Year ending December 31, 2021:

40,000

$
0.414

Year ending December 31, 2022:

60,000

$
0.515

Year ending December 31, 2023:

50,000

$
0.525

Year ending December 31, 2024:

50,000

$
0.530

~~As of June 30, 2019, the Company had NGL contracts totaling 500 Bbls/day of propane for July 1, 2019 through March 31, 2020 that fix the Mont Belvieu Propane index price at 50% of WTI.~~


		Natural Gas		Weighted
	Natural gas	Liquids	Oil	average index
	MMBtu/day	Bbls/day	Bbls/day	price
Six months ending December 31, 2020:
NYMEX ($/MMBtu)	40,217	—	—	$	2.02
OPIS Propane Mt Belv Non-TET	—	951	—		0.49
OPIS Natural Gasoline Mt Belv Non-TET	—	288	—		0.67
OPIS Ethane Mt Belv ($/Gal)	—	617	—		0.20
NYMEX-WTI ($/Bbl)	—	—	118		37.15
Total	40,217	1,856	118
Year ending December 31, 2021:
NYMEX ($/MMBtu)	41,096	—	—	$	2.58
OPIS Propane Mt Belv Non-TET	—	932	—		0.43
OPIS Natural Gasoline Mt Belv Non-TET	—	282	—		0.71
OPIS Ethane Mt Belv ($/Gal)	—	987	—		0.17
NYMEX-WTI ($/Bbl)	—	—	94		38.99
Total	41,096	2,201	94
Three months ending March 31, 2022
OPIS Propane Mt Belv Non-TET	—	379	—		0.43
OPIS Natural Gasoline Mt Belv Non-TET	—	115	—		0.72
OPIS Ethane Mt Belv ($/Gal)	—	521	—		0.16
Total	—	1,015	—
Year ending December 31, 2022:
NYMEX ($/MMBtu)	38,356		—	$	2.39
NYMEX-WTI ($/Bbl)	—		66		40.92
Total	38,356		66
Year ending December 31, 2023:
NYMEX ($/MMBtu)	35,616		—	$	2.35
NYMEX-WTI ($/Bbl)	—		52		42.45
Total	35,616		52
Year ending December 31, 2024:
NYMEX ($/MMBtu)	23,885		—	$	2.33
NYMEX-WTI ($/Bbl)	—		43		44.02
Total	23,885		43
Three months ending March 31, 2025:
NYMEX ($/MMBtu)	18,021		—	$	2.53
NYMEX-WTI ($/Bbl)	—		39		45.06
Total	18,021		39

2726

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

As of June 30, 2019, the Company’s fixed price natural gas collar positions from July 1, 2019 through December 31, 2019 were as follows (abbreviations in the table refer to the index to which the collar position is tied, as follows (NYMEX=Henry Hub):

Natural gas

Weighted average index price

MMBtu/day

Ceiling price

Floor price

Three months ending September 30, 2019:

NYMEX ($/MMBtu)

1,575,000

$
3.30

$
2.50

Three months ending December 31, 2019:

NYMEX ($/MMBtu)

1,575,000

$
3.52

$
2.50

~~An initial premium of $13~~ million was paid at the inception of natural gas collar contracts with one counterparty, and is recorded as a derivative asset measured at fair value. As of June 30, 2019, the unamortized portion of the premium was ~~$9 million.~~

(b)

~~Marketing Derivatives~~

In 2017, due to delay of the in-service date for a pipeline on which the Company is an anchor shipper, the Company realized it would not be able to fulfill its delivery obligations under a 2018 natural gas sales contract. In order to acquire gas to fulfill its delivery obligations, the Company entered into several natural gas purchase agreements with index-based pricing to purchase gas for resale under this sales contract. Subsequently, the Company and the counterparty to the sales contract came to an agreement that the Company’s delivery obligations under the contract would not begin until the earlier of (1) the in-service date of the pipeline and (2) January 1, 2019. Consequently, in December 2017, the Company entered into natural gas sales agreements with index-based pricing to resell the purchased gas for delivery during the period from February to October 2018. The natural gas that it had purchased for January was sold on the spot market during January.

The Company determined that these gas purchase and sales agreements should be accounted for as derivatives and measured at fair value at the end of each period. For the three and six months ended June 30, 2018, the Company recognized a fair value loss of less than ~~$1 million and a gain of $94~~ ~~million, respectively. There were no marketing derivative fair value gains or losses during the three or six months ended June 30, 2019.~~

~~(c)~~

Summary

The following table presents a summary of the fair values of the Company’s derivative instruments and where such values are recorded in the consolidated balance sheets as of December 31, ~~2018~~2019 and June 30, ~~2019.~~ ~~None~~2020. NaN of the Company’s derivative instruments are designated as hedges for accounting ~~purposes.~~purposes and the fair value of derivative instruments was determined using Level 2 inputs.

December 31, 2018

June 30, 2019

Balance sheet
location

Fair value

Balance sheet
location

Fair value

(In thousands)

(In thousands)

Asset derivatives not designated as hedges for accounting purposes:

Commodity derivatives - current

Derivative instruments

$
245,263

Derivative instruments

$
346,894

Commodity derivatives - noncurrent

Derivative instruments

362,169

Derivative instruments

369,548

Total asset derivatives

607,432

716,442

Liability derivatives not designated as hedges for accounting purposes:

Commodity derivatives - current

Derivative instruments

532

Derivative instruments

274

Commodity derivatives - noncurrent

Derivative instruments

—

Derivative instruments

—

Total liability derivatives

532

274

Net derivatives

$
606,900

$
716,168


	December 31, 2019			June 30, 2020
	Balance sheet	Fair value		Balance sheet	Fair value
	location	(In thousands)		location	(In thousands)
Asset derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current	Derivative instruments	$	422,849	Derivative instruments	$	521,459
Commodity derivatives—noncurrent	Derivative instruments		333,174	Derivative instruments		103,514

Total asset derivatives			756,023			624,973

Liability derivatives not designated as hedges for accounting purposes ⁽¹⁾:
Commodity derivatives—current	Derivative instruments		6,721	Derivative instruments		3,652
Commodity derivatives—noncurrent	Derivative instruments		3,519	Derivative instruments		2,558

Total liability derivatives			10,240			6,210

Net derivatives		$	745,783		$	618,763

(1)	Approximately $2 million of commodity derivative liabilities are attributable to our consolidated VIE, Martica.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

The following table presents the gross values of recognized derivative assets and liabilities, the amounts offset under master netting arrangements with counterparties, and the resulting net amounts presented in the consolidated balance sheets as of the dates presented, all at fair value (in thousands):


													December 31, 2019						June 30, 2020
													Gross		Gross amounts		Net amounts of		Gross		Gross amounts		Net amounts of
	December 31, 2018						June 30, 2019						amounts on		offset on		assets (liabilities)		amounts on		offset on		assets (liabilities)
	Gross amounts on balance sheet		Gross amounts offset on balance sheet		Net amounts of assets (liabilities) on balance sheet		Gross amounts on balance sheet		Gross amounts offset on balance sheet		Net amounts of assets (liabilities) on balance sheet		balance sheet		balance sheet		on balance sheet		balance sheet		balance sheet		on balance sheet
Commodity derivative assets	$	658,830		(51,398)		607,432	$	729,664		(13,222)		716,442	$	882,817		(126,794)		756,023	$	782,629		(157,656)		624,973
Commodity derivative liabilities	$	(51,930)		51,398		(532)	$	(13,496)		13,222		(274)	$	(137,034)		126,794		(10,240)	$	(163,866)		157,656		(6,210)

The following is a summary of derivative fair value gains and losses and where such values are recorded in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2019 and 2020 (in thousands):


	Statement of operations	Three months ended June 30,				Six months ended June 30,				Statement of
	location	2018		2019		2018		2019		operations	Three months ended June 30,				Six months ended June 30,
Commodity derivative fair value gains	Revenue	$	55,336		328,427		77,773		251,059
Marketing derivative fair value gains (losses)	Revenue	$	(110)		—		94,124		—
										location	2019		2020		2019		2020
Commodity derivative fair value gains (losses)										Revenue	$	328,427		(168,015)	$	251,059		397,818

In July 2020, the Company monetized certain natural gas derivatives, prior to their contractual settlement dates, for proceeds of approximately $29 million. The ~~fair value of derivative instruments was determined using Level 2 inputs.~~

~~(12) Leases~~monetization reduced the fixed volumes hedged on certain natural gas swap contracts maturing in 2021.

~~On February 25, 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-02,~~ ~~Leases~~, which requires lessees to record lease liabilities and right-of-use assets as of the date of adoption and was incorporated into GAAP as Accounting Standards Codification (“ASC”) Topic 842. The new lease standard does not substantially change accounting by lessors. The Company adopted the new standard effective January 1, 2019. ~~The Company is a lessee to both operating and finance lease arrangements. The standard resulted in an increased in assets and liabilities related to our operating leases.~~

(13) Leases

The Company leases certain office space, processing plants, drilling rigs and completion services, gas gathering lines, compressor stations, and other office and field equipment. Leases with an initial term of 12 months or less are considered short-term

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

and are not recorded on the balance sheet. Instead, the short-term leases are recognized in expense on a straight-line basis over the lease term.

Most leases include one or more options to renew, with renewal terms that can extend the lease from one to 20 years or more. The exercise of the lease renewal options are at the Company’s sole discretion. The depreciable lives of the leased assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Certain of the Company’s lease agreements include minimum payments based on a percentage of produced volumes over contractual levels and others include rental payments adjusted periodically for inflation.

The Company has elected the effective date method for adoption of the new leasing standard under Topic 842. This method allows the Company to not make retrospective adjustments for leases that were in effect prior to the adoption date of January 1, 2019 when disclosing comparable prior periods, but instead, account for the prior period leases under Topic 840, which was the guidance in place at the time of the original reporting.

The Company considers all contracts that have assets specified in the contract, either explicitly or implicitly, that the Company has substantially all of the capacity of the asset, and has the right to obtain substantially all of the economic benefits of that asset, without the lessor’s ability to have a substantive right to substitute that asset, as leased ~~assets under Topic 842.~~assets. For any contract deemed to include a leased asset, that asset is capitalized on the balance sheet as a right-of-use asset and a corresponding lease liability is recorded at the present value of the known future minimum payments of the contract using a discount rate on the date of commencement. The leased asset classification is determined at the date of recording as either operating or financing, depending upon certain criteria of the contract.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

The discount rate used for present value calculations is the discount rate implicit in the contract. If an implicit rate is not determinable, a collateralized incremental borrowing rate is used at the date of commencement. ~~The Company~~As new leases commence or previous leases are modified the discount rate used in the ~~collateralized incremental borrowing rate, adjusted for length of lease term, for all of its~~ present value ~~calculations at~~calculation is the ~~initial adoption of Topic 842.~~

current period applicable discount rate.

The Company has made an accounting policy election to adopt the practical expedient for combining lease and non-lease components on an asset class basis. This expedient allows the Company to combine non-lease components such as real estate taxes, insurance, maintenance, and other operating expenses associated with the leased premises with the lease component of a lease agreement on an asset class basis when the non-lease components of the agreement cannot be easily bifurcated from the lease payment. Currently, the Company is only applying this expedient to certain office space agreements.

Supplemental Balance Sheet Information Related to Leases

The Company’s lease assets as of December 31, 2019 and June 30, ~~2019~~2020 consisted of the following items (in thousands):


	June 30, 2019					December 31, 2019				June 30, 2020
	Operating Leases		Finance Leases			Operating Leases		Finance Leases⁽²⁾		Operating Leases		Finance Leases⁽²⁾
Right-of-use Assets:
Processing plants	$	1,587,374		—		$	1,460,770		—	$	1,418,728		—
Drilling rigs and completion services		115,034		—			71,662		—		31,055		—
Gas gathering lines and compressor stations ⁽¹⁾		1,580,130		—			1,308,428		—		1,070,090		—
Office space		42,200		—			40,491		—		38,715		—
Vehicles		5,627		2,819			4,983		2,328		3,459		1,781
Other office and field equipment		430		831			166		170		898		—
Total right-of-use assets	$	3,330,795		3,650	⁽²⁾	$	2,886,500		2,498	$	2,562,945		1,781

(1)

Gas gathering lines and compressor stations leases includes ~~$1.4~~$0.9 billion related to Antero Midstream ~~Corporation.~~Corporation as of December 31, 2019 and June 30, 2020. See “—Related party lease disclosure” for additional discussion.

(2)

Financing lease assets are recorded net of accumulated amortization of $9 million and $3 million as of December 31, 2019 and June 30, ~~2019.~~2020, respectively.

~~The Company’s lease liabilities as of June 30, 2019 consisted of the following items (in thousands):~~

June 30, 2019

Operating Leases

Finance Leases

Location on the balance sheet:

Short-term lease liabilities

$
412,143

1,548

Long-term lease liabilities

2,918,652

2,102

Total lease liabilities

$
3,330,795

3,650

~~Supplemental Information Related to Leases~~

~~Costs associated with operating leases were included in the statement of operations and comprehensive income (loss) for the three and six months ended June 30, 2019 (in thousands):~~

Statement of Operations Location

Three months ended June 30, 2019

Six months ended June 30, 2019

Gathering, compression, processing, and transportation

$
218,542

$
406,389

General and administrative

2,810

5,536

Contract termination and rig stacking

2,673

10,692

Total Lease Expense

$
224,025

$
422,617

~~Costs associated with finance leases of less than $1 million for each of the three and six months ended June 30, 2019 were included in interest expense.~~

We capitalized $53 million and $108 million, respectively, of costs related to operating leases and less than $1 million of costs related to finance leases during each of the three and six months ended June 30, 2019, respectively.

3028

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ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

The Company’s lease liabilities as of December 31, 2019 and June 30, 2020 consisted of the following items (in thousands):


	December 31, 2019				June 30, 2020
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Location on the balance sheet:
Short-term lease liabilities	$	304,397		923	$	229,415		1,084
Long-term lease liabilities		2,582,103		1,575		2,333,530		697
Total lease liabilities	$	2,886,500		2,498	$	2,562,945		1,781

The processing plants, gathering lines and compressor stations that are classified as lease liabilities are classified as such under ASC 842 because Antero is the sole customer of the assets and because Antero makes the decisions that most impact the economic performance of the assets.

Supplemental Information Related to Leases

Costs associated with operating leases were included in the statement of operations and comprehensive income (loss) for the three and six months ended June 30, 2019 and 2020 (in thousands):


	Three months ended June 30,				Six months ended June 30,
Statement of Operations Location	2019		2020		2019		2020
Gathering, compression, processing, and transportation	$	218,542		350,853	$	406,389		703,496
General and administrative		2,810		2,789		5,536		5,670
Contract termination and rig stacking		2,673		5,841		10,692		5,841
Total lease expense	$	224,025		359,483	$	422,617		715,007

Costs associated with finance leases of less than $1 million for each of the three months and six months ended June 30, 2019 and 2020 were included in interest expense.

For the three months ended June 30, 2019 and 2020, we capitalized $53 million and $26 million, respectively, of costs related to operating leases and less than $1 million of costs related to finance leases. For the six months ended June 30, 2019, and 2020, we capitalized $108 million and $59 million, respectively, of costs related to operating leases and less than $1 million of costs related to finance leases.

Short-term lease costs that are more than one month but less than 12 months are excluded from the above amounts and total $39 million and $29 million, respectively, for the three months ended June 30, 2019 and 2020 and $74 million atand $92 million, respectively, for the six months ended June 30, ~~2019.~~

2019 and 2020.

Supplemental Cash Flow Information Related to Leases

The following is the Company’s supplemental cash flow information related to leases for the three and six months ended June 30, 2019 (in thousands):


	Three months ended June 30, 2019				Six months ended June 30, 2019
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash out flows related to operating leases	$	207,244		—	$	357,564		—
Investing cash out flows related to operating leases		46,532		—		98,898		—
Financing cash out flows related to financing leases		—		873		—		1,664
	$	253,776		873	$	456,462		1,664

Noncash activities:
Right of use assets obtained in exchange for operating lease liabilities	$	—		—	$	3,345,549		—
Right of use assets obtained in exchange for financing lease liabilities	$	—		—	$	—		—

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

The following is the Company’s supplemental cash flow information related to leases for the three and six months ended June 30, ~~2019~~2020 (in thousands):


	Three months ended June 30, 2019				Six months ended June 30, 2019				Three months ended June 30, 2020				Six months ended June 30, 2020
	Operating Leases		Finance Leases		Operating Leases		Finance Leases		Operating Leases		Finance Leases		Operating Leases		Finance Leases
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash out flows related to operating leases	$	207,244		—	$	357,564		—	$	303,758		—	$	661,797		—
Investing cash out flows related to operating leases		46,532		—		98,898		—		35,745		—		63,279		—
Financing cash out flows related to financing leases		—		873		—		1,664		—		278		—		717
		253,776		873		456,462		1,664	$	339,503		278	$	725,076		717

Noncash activities:
Right of use assets obtained in exchange for operating lease liabilities		—		—		3,345,549		—	$	104,380		—	$	113,762		—
Right of use assets obtained in exchange for financing lease liabilities		—		—		—		—	$	—		—	$	—		—

Maturities of Lease Liabilities

The table below is a schedule of future minimum payments for operating and financing lease liabilities as of June 30, ~~2019~~2020 (in thousands):


(in thousands)	Operating Leases		Financing Leases		Total
Remainder of 2020	$	311,128		647		311,775
2021		582,546		844		583,390
2022		567,631		321		567,952
2023		563,076		7		563,083
2024		554,308		—		554,308
2025		481,630		—		481,630
Thereafter		1,501,759		—		1,501,759
Total lease payments		4,562,078		1,819		4,563,897
Less: imputed interest		(1,999,133)		(38)		(1,999,171)
Total	$	2,562,945		1,781		2,564,726

(in thousands)

Operating Leases

Financing Leases

Total

Remainder of 2019

$
206,320

99

206,419

2020

396,473

869

397,342

2021

349,212

1,294

350,506

2022

359,759

1,388

361,147

2023

377,790

—

377,790

2024

392,323

—

392,323

Thereafter

1,248,918

—

1,248,918

Total lease payments

3,330,795

3,650

3,334,445

Less: imputed interest

—

—

—

Total

$
3,330,795

3,650

3,334,445

~~As of December 31, 2018, the following future minimum payments were required for office and equipment leases:~~

(in thousands)

Office Leases

Equipment Leases

Total

2019

$
8,630

6,042

14,672

2020

8,471

4,517

12,988

2021

8,450

2,410

10,860

2022

8,427

274

8,701

2023

7,495

—

7,495

Thereafter

49,367

—

49,367

Total

$
90,840

13,243

104,083

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

Lease Term and Discount Rate

The table below is the Company’s weighted-average remaining lease term and discount rate as of June 30, ~~2019:~~2020:

June 30, 2019

Operating Leases

Finance Leases

Weighted-average remaining lease term:

8.5 years

2.2 years

Weighted-average discount rate:

6.0
%

5.5
%

~~As of June 30, 2019, the Company had requested additional processing capacity which will be accounted for as lease modifications when the processing capacity becomes available in 2019 and 2020.~~


	June 30, 2020
	Operating Leases		Finance Leases
Weighted-average remaining lease term:	8.5 years		1.8 years
Weighted-average discount rate:	15.1	%	6.1	%

Related party lease disclosure

The Company has a gathering and compression agreement with Antero Midstream Corporation, whereby Antero Midstream Corporation receives a low-pressure gathering fee per Mcf, a high-pressure gathering fee per Mcf, and a compression fee per Mcf, in each case subject to adjustments based on the consumer price index. If and to the extent we request that Antero Midstream Corporation construct new high pressure lines and compressor stations, the gathering and compression agreement contains minimum volume commitments that require Antero Resources to utilize or pay for 75% and 70%, respectively, of the requested capacity of such new construction for 10 years. In December 2019, the Company and Antero Midstream Corporation agreed to extend the initial term of the gathering and compression agreement to 2038 and established a growth incentive fee program whereby low pressure gathering fees will be reduced from 2020 through 2023 to the extent the Company achieves certain volumetric targets at certain points during such time. Upon completion of the initial contract term, the gathering and compression agreement will continue in effect from year to

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by either the Company or Antero Midstream Corporation on or before the 180^thday prior to the anniversary of such effective date. The Company achieved the volumetric targets for the three months ended March 31, 2020 and June 30, 2020, and Antero Midstream Corporation provided a rebate of $12 million in each period.

For the three and six months ended June 30, 2019, gathering and compression fees paid by Antero related to this agreement were ~~$163~~$163 million and $315 million, respectively. For the three and six months ended June 30, 2020, gathering and compression fees paid by Antero related to this agreement were $166 million and $321 million, respectively. As of December 31, 2019 and June 30, ~~2019,~~2020, $5957 million and $53 million was included within ~~accounts~~Accounts payable, related parties, respectively, on the Condensed Consolidated Balance Sheet as due to Antero Midstream Corporation related to this agreement.

~~(13)~~(14) Commitments

The table below is a schedule of future minimum payments for firm transportation, drilling rig and completion services, processing, gathering and compression, and office and equipment agreements, which include leases that have remaining lease terms in excess of one year as of June 30, ~~2019~~2020 (in ~~millions)~~thousands).


	Firm transportation		Processing, gathering and compression		Land payment obligations		Leases, including imputed interest						Processing,
(in millions)	(a)		(b)		(c)		(d)		Total
Remainder of 2019	$	558		27		8		206		799
2020		1,122		54		6		397		1,579
											Firm		gathering and		Land payment		Operating and		Imputed Interest
											transportation		compression		obligations		Financing Leases		for Leases
											(a)		(b)		(c)		(d)		(d)		Total
Remainder of 2020											$	556,683		28,177		2,411		121,082		190,693		899,046
2021		1,098		54		3		350		1,505		1,075,940		55,780		2,859		224,744		358,646		1,717,969
2022		1,045		54		—		361		1,460		1,033,099		53,606		—		242,182		325,770		1,654,657
2023		1,033		48		—		378		1,459		1,055,974		58,565		—		275,311		287,772		1,677,622
2024		993		48		—		392		1,433		1,015,926		58,687		—		310,952		243,356		1,628,921
2025												976,717		47,385		—		286,511		195,119		1,505,732
Thereafter		7,807		64		—		1,250		9,121		6,927,112		105,138		—		1,103,944		397,815		8,534,009
Total	$	13,656		349		17		3,334		17,356	$	12,641,451		407,338		5,270		2,564,726		1,999,171		17,617,956

~~(a) Firm Transportation~~

(a)

Firm Transportation

The Company has entered into firm transportation agreements with various pipelines in order to facilitate the delivery of its production to market. These contracts commit the Company to transport minimum daily natural gas or NGLs volumes at negotiated rates or pay for any deficiencies at specified reservation fee rates. The amounts in this table are based on the Company’s minimum daily volumes at the reservation fee rate. The values in the table represent the gross amounts that the Company is committed to pay; however, the Company will record in the consolidated financial statements its proportionate share of costs based on its working interest. ~~None of these agreements were determined to be leases.~~

(b)

~~(b)~~ Processing, Gathering, and Compression Service Commitments

The Company has entered into various long-term gas processing, gathering and compression service agreements. Certain of these agreements were determined to be leases. The minimum payment obligations under the agreements that are not leases are presented in this column.

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

The values in the table represent the gross amounts that the Company is committed to pay; however, the Company will record in the consolidated financial statements its proportionate share of costs based on its working interest. ~~The values in the table also include minimum processing fees to be paid to the Joint Venture owned by Antero~~ ~~Midstream~~ ~~Partners and MarkWest.~~

(c)

~~(c)~~ Land Payment Obligations

The Company has entered into various land acquisition agreements. Certain of these agreements contain minimum payment obligations over various terms. The values in the table represent the minimum payments due under these arrangements. None of these agreements were determined to be leases.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

(d)Leases, including imputed interest

The Company has obligations under contracts for services provided by drilling rigs and completion fleets, processing, gathering, and compression services agreements, and office and equipment leases. The values in the table represent the gross amounts that we are committed to pay; however, we will record in our financial statements our proportionate share of costs based on our working interests. Refer to Note 1213—Leases to the unaudited condensed consolidated financial statements for more information on the Company’s operating and finance leases.

~~(14)~~(15) Contingencies

Environmental

In March 2011, we received orders for compliance from federal regulatory agencies, including the U.S. Environmental Protection Agency, relating to certain of our activities in West Virginia. The orders allege that certain of our operations at several well sites are in non-compliance with certain environmental regulations, such as unpermitted discharges of fill material into wetlands or waters of the United States that are potentially in violation of the Clean Water Act. Antero voluntarily reviewed all of its pre-2011 construction sites and entered into an agreement to restore or mitigate all areas of concern. The vast majority of the sites cited by regulators were among the sites we voluntarily reviewed. On January 31, 2019, we entered into a consent decree with state and federal regulators to settle for ~~$3.15~~ million and perform restoration at these sites along with mitigation at an approved mitigation site. The settlement was filed in federal court in West Virginia on February 11, 2019, entered and approved by the court on May 22, 2019, and paid in June 2019. Our operations at these locations are not suspended, and management does not expect these matters to have a material adverse effect on our financial condition, results of operations, or cash flows.

In June 2018, following site inspections conducted in September 2017 at certain of our facilities located in Doddridge County, Tyler County, and Ritchie County, West Virginia, we received a Notice of Violation (“NOV”) from the ~~EPA~~U.S. Environmental Protection Agency (“EPA”) Region III for alleged violations of the federal Clean Air Act and the West Virginia State Implementation Plan relating to permitting and control requirements for emissions of regulated pollutants at several of our natural gas production facilities. The NOV alleges that combustion devices at these facilities did not meet applicable air permitting requirements. Separately, in June 2018, we received an information request from EPA Region III pursuant to Section 114(a) of the Clean Air Act relating to the facilities that were inspected in September 2017 as well as additional Antero Resources facilities for the purpose of determining if the additional facilities have the same alleged compliance issues that were identified during the September 2017 inspections. ~~Since receipt~~We have separately received an NOV from West Virginia Department of Environmental Protection (“WVDEP”) alleging violations relating to the ~~NOV~~same issues being investigated by the EPA. We continue to negotiate with EPA and WVDEP to resolve the issues alleged in the NOVs and the information request, we have met with the EPA to discuss the alleged compliance issues but do not yet have any indication with respect to whether, and to what extent, the NOV and information request will result in monetary sanctions;request; however, we believe that there is a reasonable possibility that these actions may result in monetary sanctions exceeding ~~$100,000~~.$100,000. Our operations at these facilities are not suspended, and management does not expect these matters to have a material adverse effect on our financial condition, results of operations, or cash flows.

~~SJGC~~

~~The Company is the plaintiff in two~~ lawsuits against South Jersey Gas Company and South Jersey Resources Group, LLC (collectively, “SJGC”) pending in United States District Court in Colorado. In March 2015, the Company filed suit against SJGC seeking relief for breach of contract and damages in the amounts that SJGC had short paid, and continued to short pay, the Company in connection with ~~two~~ ~~nearly identical long term gas contracts. Under those contracts, SJGC are long term purchasers of~~ ~~80,000~~ MMBtu/day of the Company’s natural gas production. Deliveries under the contracts began in October 2011 and the term of the contracts continues through October 2019. The price for gas was based on specified indices in the contracts. Beginning in October 2014, SJGC began short paying the Company based on price indices unilaterally selected by SJGC and not the applicable index

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

specified in the contracts. SJGC claimed that the index price specified in the contracts, and the index at which SJGC paid for deliveries from 2011 through September 2014, was no longer appropriate under the contracts because a market disruption event (as defined by the contract) had occurred and, as a result, a new index price was required to be determined by the parties. The Company rejected SJGC’s contention that a market disruption event occurred. SJGC’s actions constituted a breach of the contracts by failing to pay the Company based on the express price terms of the contracts and paying the Company based on unilaterally selected price indices in violation of the contracts’ remedial provisions. On May 8, 2017, a jury in the United States District Court in Colorado returned a unanimous verdict finding in favor of Antero’s positions in the lawsuit against SJGC. On July 21, 2017, final judgment on the jury’s unanimous verdict was entered by the court. On August 18, 2017, SJGC filed post-judgment motions with the court. On March 23, 2018, the court denied SJGC’s post-judgment motions. On April 20, 2018, SJGC appealed the final judgment to the United States Court of Appeals for the Tenth Circuit and the appeal remains pending.

Subsequent to the entry of judgment, SJGC continued to short pay the Company on the basis of unilaterally selected price indices and not the index specified in the contract. Accordingly, on December 21, 2017, Antero filed suit against SJGC to recover for its damages since March of 2017. The second lawsuit remains pending.

~~Through June 30, 2019, the Company estimates that it is owed approximately $88~~ million (gross damages, including interest) more than SJGC has paid using the indices unilaterally selected by them. Substantially all of this amount has not been accrued in the Company’s financial statements. The Company will vigorously seek recovery from SJGC of all underpayments and damages, including interest, based on the contracted price.

WGL

The Company and Washington Gas Light Company and WGL Midstream, Inc. (collectively, “WGL”) were involved in a pricing dispute involving firm gas sales contracts executed June 20, 2014 (the “Contracts”) that the Company began delivering gas under in January 2016. From January 2016 through July 2017 and from December 2017 through January 2018, the aggregate daily gas volumes contracted for under the Contracts was 500,000 MMBtu/day, with the aggregate daily contracted volumes having increased to 600,000 MMBtu/day from August through November 2017. The Company invoiced WGL based on the natural gas index price specified in the Contracts and WGL paid the Company based on that invoice price. However, WGL asserted that the index price was no longer appropriate under the Contracts and claimed that an undefined alternative index was more appropriate for the delivery point of the gas. In July 2016, the matter was referred to arbitration by the Colorado district court. In January 2017, the arbitration panel ruled in the Company’s favor. As a result, the index price has remained as specified in the Contracts and there will be no adjustments to the invoices that have been paid by WGL, nor will future invoices to WGL be adjusted based on the same claim rejected by the arbitration panel. The arbitration panel’s award was confirmed by the Colorado district court on April 14, 2017.

In March of 2017, WGL filed a second legal proceeding against the Company in Colorado district court alleging breach of contract and seeking damages of more than $30 million. In this lawsuit, WGL claimed that the Company breached its contractual obligations under the Contracts by failing to deliver “TCO pool” gas. In subsequent filings, WGL explained that its claims were based on an alleged obligation that the Company must deliver gas to the Columbia IPP Pool (“IPP Pool”). WGL asserted this exact same issue in the arbitration and it was rejected by the arbitration panel. The arbitration panel specifically found that the Delivery Point under the Contracts was at a specific geographic point in Braxton County, West Virginia, not the IPP Pool. On August 24, 2017, the Colorado district court dismissed with prejudice WGL’s claims against the Company in its new lawsuit and found that the Company had not breached its Contracts with WGL by allegedly failing to deliver to the IPP Pool. The Court dismissed WGL’s lawsuit because WGL had not adequately pled a claim against Antero Resources for the alleged failure to deliver “TCO pool” gas under the Contracts. WGL has appealed this decision to the Colorado Court of Appeals and on October 11, 2018 the Colorado Court of Appeals reversed the Colorado district court’s decision finding that WGL had adequately pled a claim for relief and remanded the case back to the district court for further proceedings.

The Company is also actively engaged in pursuing cover damages against WGL based on WGL’s failure to take receipt of all of the agreed quantities of gas required under the Contracts. WGL’s failure to take the gas volumes specified in the Contracts is

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

directly related to WGL’s lack of primary firm transportation rights at the Delivery Point. The failures by WGL to take the full contracted volumes of gas began in April 2017 and continued each month through December 2017 in varying quantities. In defense of its conduct, WGL asserted to the Company that their failure to receive gas is excused by (1) the Company’s failure to deliver gas to the IPP Pool or (2) alleged instances of Force Majeure under the Contracts. However, as stated above, the alleged obligation that the Company must deliver gas to the IPP Pool was already rejected by the arbitration panel. Further, the Contracts expressly prohibit a Force Majeure claim in circumstances in which the gas purchaser does not have primary firm transportation agreements in place to

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

transport the purchased gas. In each instance that WGL failed to receive the quantity of gas required under the Contracts, the Company resold the quantities not taken and invoiced WGL for cover damages pursuant to the terms of the Contracts. WGL refused to pay for the invoiced cover damages as required by the Contracts and also short paid the Company for, among other things, certain amounts of gas received by WGL. ~~Through June 30, 2019, these damages amounted to approximately $109~~ ~~million (gross damages, including interest). This amount has not been accrued in the Company’s financial statements.~~ The Company filed a lawsuit against WGL in Colorado district court on October 24, 2017 to recover its cover damages, other unpaid amounts, and interest. WGL’s claims have been consolidated with ~~Antero’s~~Antero Resources’ claims in the same district court and trial began on June 10, 2019. WGL quantified its damages claim for the alleged failure to deliver TCO Pool gas and sought approximately ~~$40~~$40 million from ~~Antero.~~Antero Resources.

On June 20, 2019, the Company was awarded a jury verdict of approximately ~~$95.9~~$96 million in damages after the jury found that WGL breached the Contracts with the Company. In addition, the jury rejected WGL’s claim against the Company, finding that the Company did not breach the Contracts by allegedly failing to deliver TCO Pool gas and awarding no damages in favor of WGL. On August 16, 2019, WGL ~~has~~appealed the ~~right to~~judgment and the appeal is currently pending before the ~~judgment.~~

Colorado Court of Appeals.

Effective February 1, 2018, as a result of a recent amendment to its firm gas sales contract with WGL Midstream, Inc. that was executed on December 28, 2017, the total aggregate volumes to be delivered to WGL at the Braxton delivery point ~~in Braxton, West Virginia~~ were reduced from 500,000 MMBtu/day to 200,000 MMBtu/day and in November 2018, the total aggregate contract volumes to be delivered to WGL at a delivery point in Loudoun County, Virginia increased by 330,000 MMBtu/day. This increase of 330,000 MMBtu/day is in effect for the remaining term of our gas sale contract with WGL Midstream, which expires in 2038, and these increased volumes are subject to NYMEX-based pricing. Following this increase, the aggregate contract volumes delivered to WGL total 530,000 MMBtu/day.

Other

The Company is party to various other legal proceedings and claims in the ordinary course of its business. The Company believes that certain of these matters will be covered by insurance and that the outcome of other matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

~~(15)~~ (16) Contract Termination and Rig Stacking

~~During~~The Company incurs costs associated with the delay or cancellation of drilling and completion contracts with third-party contractors. These costs are recorded in Contract termination and rig stacking and included in the statement of operations and comprehensive income (loss) for the three and six months ended June 30, 2019 ~~the Company incurred $6 million~~ and ~~$14 million, respectively, of costs for the delay or cancelation of drilling and completion contracts with third-party contractors.~~2020 (in thousands):


	Three months ended June 30,			Six months ended June 30,
	2019		2020	2019		2020
Contract termination and rig stacking	$	5,604	11,071	$	13,964	11,071

~~(16)~~(17) Related Parties

Antero Midstream Partners’ operations comprised substantially all of the operations reflected in the gathering and processing, and water handling and treatment, resultsthrough March 12, 2019. Effective March 13, 2019, Antero Resources accounts for Antero Midstream Corporation as an equity method investment. See Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements for more discussion on the Transactions.

Substantially all of the revenues for gathering and processing and water handling and treatment were derived from transactions with ~~Antero.~~Antero Resources. See Note 1718—Segment Information to the unaudited condensed consolidated financial statements for the operating results of the Company’s reportable segments.

Table of Contents

~~(17)~~ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

(18) Segment Information

See Note ~~2(i)~~2(l)—Summary of Significant Accounting Policies, Industry Segments and Geographic Information, to the unaudited condensed consolidated financial statements for a description of the Company’s determination of its reportable segments. Revenues from gathering and processing and water handling and treatment operations were primarily derived from intersegment transactions for services provided to the Company’s exploration and production operations prior to the closing of the Transactions. Through March 12, 2019, the results of Antero Midstream Partners were included in the consolidated financial statements of ~~Antero.~~Antero Resources. Effective March 13, 2019, the results of Antero Midstream Partners are no longer consolidated in ~~Antero’s result;~~Antero Resources’ results; however, the Company’s segment disclosures include the results of our unconsolidated affiliates due to their significance to the Company’s operations. See Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements for further discussion on the Transactions. Marketing revenues are primarily derived from activities to purchase and sell third-party natural gas and NGLs and to market excess firm transportation capacity to third parties.

Operating segments are evaluated based on their contribution to consolidated results, which is primarily determined by the respective operating income (loss) of each segment. General and administrative expenses were allocated to the ~~gathering and~~

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

~~processing and water handling and treatment segments~~midstream segment based on the nature of the expenses and on a combination of the segments’ proportionate share of the Company’s consolidated property and equipment, capital expenditures, and labor costs, as applicable. General and administrative expenses related to the marketing segment are not allocated because they are immaterial. Other income, income taxes, and interest expense are primarily managed and evaluated on a consolidated basis. Intersegment sales were transacted at prices which approximate market. Accounting policies for each segment are the same as the Company’s accounting policies described in Note 22—Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements.

The operating results and assets of the Company’s reportable segments were as follows for the three months ended June 30, ~~2018~~2019 and ~~2019~~2020 (in thousands):

Exploration
and
production

Marketing

Midstream

Elimination of
intersegment
transactions

Consolidated
total

Three months ended June 30, 2018:

Sales and revenues:

Third-party

$
823,734

160,092

5,518

—

989,344

Intersegment

5,179

—

245,457

(250,636)

—

Total

$
828,913

160,092

250,975

(250,636)

989,344

Operating expenses:

Lease operating

$
32,312

—

62,218

(64,366)

30,164

Gathering, compression, processing, and transportation

409,708

—

12,400

(114,322)

307,786

Impairment of oil and gas properties

134,437

—

—

—

134,437

Impairment of gathering systems and facilities

—

—

8,501

—

8,501

Depletion, depreciation, and amortization

201,393

—

36,657

—

238,050

General and administrative

46,662

—

15,494

(469)

61,687

Other

27,023

213,420

4,986

(3,947)

241,482

Total

851,535

213,420

140,256

(183,104)

1,022,107

Operating income (loss)

$
(22,622)

(53,328)

110,719

(67,532)

(32,763)

Equity in earnings of unconsolidated affiliates

$
—

—

9,264

—

9,264

Segment assets

$
13,381,044

61,684

3,293,101

(1,045,222)

15,690,607

Capital expenditures for segment assets

$
506,055

—

130,925

(73,919)

563,061


					Equity Method		Elimination of
					Investment in		intersegment
	Exploration				Antero		transactions and
	and				Midstream		unconsolidated		Consolidated
	production		Marketing		Corporation		affiliates		total
Three months ended June 30, 2019:
Sales and revenues:
Third-party	$	1,234,824		63,080		46		—		1,297,950
Intersegment		1,760		—		255,572		(255,618)		1,714
Total	$	1,236,584		63,080		255,618		(255,618)		1,299,664

Operating expenses:
Lease operating	$	40,857		—		50,549		(50,549)		40,857
Gathering, compression, processing, and transportation		566,834		—		12,311		(12,311)		566,834
Impairment of oil and gas properties		130,999		—		—		—		130,999
Impairment of midstream assets		—		—		594		(594)		—
Depletion, depreciation, and amortization		242,302		—		36,447		(36,447)		242,302
General and administrative		42,382		—		34,622		(34,622)		42,382
Other		38,755		137,539		3,504		(3,504)		176,294
Total		1,062,129		137,539		138,027		(138,027)		1,199,668
Operating income (loss)	$	174,455		(74,459)		117,591		(117,591)		99,996
Equity in earnings of unconsolidated affiliates	$	13,585		—		13,623		(13,623)		13,585
Investments in unconsolidated affiliates	$	1,967,203		—		1,186,161		(1,186,161)		1,967,203
Segment assets	$	17,305,519		25,361		6,769,009		(6,769,009)		17,330,880
Capital expenditures for segment assets	$	342,253		—		125,185		(125,185)		342,253

3634

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ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

Exploration
and
production

Marketing

Equity Method Investment in Antero Midstream Corporation

Elimination of
intersegment
transactions and
unconsolidated
affiliates

Consolidated
total

Three months ended June 30, 2019:

Sales and revenues:

Third-party

$
1,234,824

63,080

46

—

1,297,950

Intersegment

1,760

—

255,572

(255,618)

1,714

Total

$
1,236,584

63,080

255,618

(255,618)

1,299,664

Operating expenses:

Lease operating

$
40,857

—

50,549

(50,549)

40,857

Gathering, compression, processing, and transportation

566,834

—

12,311

(12,311)

566,834

Impairment of oil and gas properties

130,999

—

—

—

130,999

Impairment of gathering systems and facilities

—

—

594

(594)

—

Depletion, depreciation, and amortization

242,302

—

36,447

(36,447)

242,302

General and administrative

42,382

—

34,622

(34,622)

42,382

Other

38,755

137,539

3,504

(3,504)

176,294

Total

1,062,129

137,539

138,027

(138,027)

1,199,668

Operating income (loss)

$
174,455

(74,459)

117,591

(117,591)

99,996

Equity in earnings of unconsolidated affiliates

$
13,585

—

13,623

(13,623)

13,585

Investments in unconsolidated affiliates

$
1,967,203

—

1,186,161

(1,186,161)

1,967,203

Segment assets

$
17,305,519

25,361

6,769,009

(6,769,009)

17,330,880

Capital expenditures for segment assets

$
342,253

—

125,185

(125,185)

342,253


					Equity Method		Elimination of
					Investment in		intersegment
	Exploration				Antero		transactions and
	and				Midstream		unconsolidated		Consolidated
	production		Marketing		Corporation		affiliates		total
Three months ended June 30, 2020:
Sales and revenues:
Third-party	$	419,919		64,285		—		—		484,204
Intersegment		707		—		219,736		(219,736)		707
Total	$	420,626		64,285		219,736		(219,736)		484,911

Operating expenses:
Lease operating	$	24,742		—		—		—		24,742
Gathering, compression, processing, and transportation		631,845		—		42,067		(42,067)		631,845
Impairment of oil and gas properties		37,350		—		—		—		37,350
Depletion, depreciation, and amortization		214,035		—		27,745		(27,745)		214,035
General and administrative		38,403		—		12,422		(12,422)		38,403
Other		32,405		113,053		2,776		(2,776)		145,458
Total		978,780		113,053		85,010		(85,010)		1,091,833
Operating income (loss)	$	(558,154)		(48,768)		134,726		(134,726)		(606,922)
Equity in earnings of unconsolidated affiliates	$	20,228		—		20,947		(20,947)		20,228
Investments in unconsolidated affiliates	$	279,805		—		729,823		(729,823)		279,805
Segment assets	$	13,711,749		32,241		5,715,055		(5,715,055)		13,743,990
Capital expenditures for segment assets	$	263,522		—		55,431		(55,431)		263,522

The operating results and assets of the Company’s reportable segments were as follows for the six months ended June 30, ~~2018~~2019 and ~~2019~~2020 (in thousands):

Exploration
and
production

Marketing

Midstream

Elimination of
intersegment
transactions

Consolidated
total

Six months ended June 30, 2018:

Sales and revenues:

Third-party

$
1,608,277

398,715

10,453

—

2,017,445

Intersegment

11,054

—

470,113

(481,167)

—

Total

$
1,619,331

398,715

480,566

(481,167)

2,017,445

Operating expenses:

Lease operating

$
63,574

—

117,090

(123,778)

56,886

Gathering, compression, processing, and transportation

794,053

—

23,768

(218,097)

599,724

Impairment of oil and gas properties

184,973

—

—

—

184,973

Impairment of gathering systems and facilities

—

—

8,501

—

8,501

Depletion, depreciation, and amortization

396,981

—

69,313

—

466,294

General and administrative

93,082

—

29,949

(1,314)

121,717

Other

54,371

409,159

9,910

(7,821)

465,619

Total

1,587,034

409,159

258,531

(351,010)

1,903,714

Operating income (loss)

$
32,297

(10,444)

222,035

(130,157)

113,731

Equity in earnings of unconsolidated affiliates

$
—

—

17,126

—

17,126

Segment assets

$
13,381,044

61,684

3,293,101

(1,045,222)

15,690,607

Capital expenditures for segment assets

$
978,822

—

264,880

(134,678)

1,109,024


					Equity Method		Elimination of
					Investment in		intersegment
	Exploration				Antero		transactions and
	and				Midstream		unconsolidated		Consolidated
	production		Marketing		Corporation		affiliates		total
Six months ended June 30, 2019:
Sales and revenues:
Third-party	$	2,176,459		154,266		50		—		2,330,775
Intersegment		3,518		—		309,676		(306,898)		6,296
Total	$	2,179,977		154,266		309,726		(306,898)		2,337,071

Operating expenses:
Lease operating	$	83,826		—		62,377		(63,614)		82,589
Gathering, compression, processing, and transportation		1,101,849		—		15,233		(125,719)		991,363
Impairment of oil and gas properties		212,243		—		—		—		212,243
Impairment of midstream assets		—		—		7,576		(594)		6,982
Depletion, depreciation, and amortization		460,796		—		44,097		(22,390)		482,503
General and administrative		92,290		—		54,431		(36,137)		110,584
Other		82,892		300,623		4,795		(3,792)		384,518
Total		2,033,896		300,623		188,509		(252,246)		2,270,782
Operating income (loss)	$	146,081		(146,357)		121,217		(54,652)		66,289
Equity in earnings of unconsolidated affiliates	$	15,402		—		16,503		(4,239)		27,666
Investments in unconsolidated affiliates	$	1,967,203		—		1,186,161		(1,186,161)		1,967,203
Segment assets	$	17,305,519		25,361		6,769,009		(6,769,009)		17,330,880
Capital expenditures for segment assets	$	761,034		—		141,190		(88,038)		814,186

3735

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ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020


	Exploration and production		Marketing	Equity Method Investment in Antero Midstream Corporation	Elimination of intersegment transactions and unconsolidated affiliates	Consolidated total					Equity Method		Elimination of
Six months ended June 30, 2019:
											Investment in		intersegment
							Exploration				Antero		transactions and
							and				Midstream		unconsolidated		Consolidated
							production		Marketing		Corporation		affiliates		total
Six months ended June 30, 2020:
Sales and revenues:
Third-party	$	2,176,459	154,266	50	—	2,330,775	$	1,690,153		110,358		—		—		1,800,511
Intersegment		3,518	—	309,676	(306,898)	6,296		1,505		—		463,444		(463,444)		1,505
Total	$	2,179,977	154,266	309,726	(306,898)	2,337,071	$	1,691,658		110,358		463,444		(463,444)		1,802,016

Operating expenses:
Lease operating	$	83,826	—	62,377	(63,614)	82,589	$	50,386		—		—		—		50,386
Gathering, compression, processing, and transportation		1,101,849	—	15,233	(125,719)	991,363		1,220,469		—		90,795		(90,795)		1,220,469
Impairment of oil and gas properties		212,243	—	—	—	212,243		126,570		—		—		—		126,570
Impairment of gathering systems and facilities		—	—	7,576	(594)	6,982
Impairment of midstream assets								—		—		664,544		(664,544)		—
Depletion, depreciation, and amortization		460,796	—	44,097	(22,390)	482,503		413,712		—		55,088		(55,088)		413,712
General and administrative		92,290	—	54,431	(36,137)	110,584		69,624		—		25,959		(25,959)		69,624
Other		82,892	300,623	4,795	(3,792)	384,518		59,418		206,326		11,496		(11,496)		265,744
Total		2,033,896	300,623	188,509	(252,246)	2,270,782		1,940,179		206,326		847,882		(847,882)		2,146,505
Operating income (loss)	$	146,081	(146,357)	121,217	(54,652)	66,289
Equity in earnings of unconsolidated affiliates	$	15,402	—	16,503	(4,239)	27,666
Operating loss							$	(248,521)		(95,968)		(384,438)		384,438		(344,489)
Equity in earnings (loss) of unconsolidated affiliates							$	(107,827)		—		40,024		(40,024)		(107,827)
Investments in unconsolidated affiliates	$	1,967,203	—	1,186,161	(1,186,161)	1,967,203	$	279,805		—		729,823		(729,823)		279,805
Segment assets	$	17,305,519	25,361	6,769,009	(6,769,009)	17,330,880	$	13,711,749		32,241		5,715,055		(5,715,055)		13,743,990
Capital expenditures for segment assets	$	761,034	—	141,190	(88,038)	814,186	$	575,133		—		123,414		(123,414)		575,133

~~(18)~~

(19) Subsidiary Guarantors

Each of ~~Antero’s~~the Company’s wholly owned subsidiaries has fully and unconditionally guaranteed ~~Antero’s~~Antero Resources’ senior notes. In the event a subsidiary guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a “Subsidiary” of Antero (as defined in the indentures governing the notes) or the sale of all or substantially all of its assets (other than by lease)) and whether or not the subsidiary guarantor is the surviving entity in such transaction to a person ~~which~~that is not Antero or a restricted subsidiary of Antero, such subsidiary guarantor will be released from its obligations under its subsidiary guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the notes.

In addition, a subsidiary guarantor will be released from its obligations under the indentures and its guarantee, upon the release or discharge of the guarantee of other Indebtedness (as defined in the indentures governing the notes) that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee; if Antero designates such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indentures governing the notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the notes.

The following Condensed Consolidating Balance Sheets at December 31, ~~2018~~2019 and June 30, ~~2019,~~2020, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, ~~2018~~2019 and ~~2019,~~2020, and Condensed Consolidating Statements of Cash Flows for the six months ended June 30, ~~2018~~2019 and ~~2019~~2020 present financial information for Antero Resources on a stand-alone basis (carrying its investment in subsidiaries using the equity method), financial information for the subsidiary guarantors, financial information for the non-guarantor subsidiaries, and the consolidation and elimination entries necessary to arrive at the information for the Company on a consolidated basis. ~~Antero’s~~The non-guarantor subsidiaries as of and for the three months ended June 30, 2020 represent Martica. The Company’s wholly owned subsidiaries are not restricted from making distributions to ~~Antero.~~

the Company.

3836

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

Condensed Consolidating Balance Sheet

December 31, 2018

(In thousands)

Parent
(Antero)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

Assets

Current assets:

Accounts receivable, net

$
49,529

—

1,544

—

51,073

Intercompany receivables

383

—

115,378

(115,761)

—

Accrued revenue

474,827

—

—

—

474,827

Derivative instruments

245,263

—

—

—

245,263

Other current assets

13,937

—

21,513

—

35,450

Total current assets

783,939

—

138,435

(115,761)

806,613

Property and equipment:

Oil and gas properties, at cost (successful efforts method):

Unproved properties

1,767,600

—

—

—

1,767,600

Proved properties

13,306,585

—

—

(600,913)

12,705,672

Water handling and treatment systems

—

—

1,004,793

9,025

1,013,818

Gathering systems and facilities

17,825

—

2,452,883

—

2,470,708

Other property and equipment

65,770

—

72

—

65,842

15,157,780

—

3,457,748

(591,888)

18,023,640

Less accumulated depletion, depreciation, and amortization

(3,654,392)

—

(499,333)

—

(4,153,725)

Property and equipment, net

11,503,388

—

2,958,415

(591,888)

13,869,915

Derivative instruments

362,169

—

—

—

362,169

Investment in Antero Midstream Partners

(740,031)

—

—

740,031

—

Contingent acquisition consideration

114,995

—

—

(114,995)

—

Investments in unconsolidated affiliates

—

—

433,642

—

433,642

Other assets

31,200

—

15,925

—

47,125

Total assets

$
12,055,660

—

3,546,417

(82,613)

15,519,464

Liabilities and Equity

Current liabilities:

Accounts payable

$
44,917

—

21,372

—

66,289

Intercompany payable

111,620

—

4,141

(115,761)

—

Accrued liabilities

392,949

—

72,121

—

465,070

Revenue distributions payable

310,827

—

—

—

310,827

Derivative instruments

532

—

—

—

532

Short-term lease liabilities

2,459

—

—

—

2,459

Other current liabilities

2,162

—

2,052

4,149

8,363

Total current liabilities

865,466

—

99,686

(111,612)

853,540

Long-term liabilities:

Long-term debt

3,829,541

—

1,632,147

—

5,461,688

Deferred income tax liability

650,788

—

—

—

650,788

Contingent acquisition consideration

—

—

114,995

(114,995)

—

Long-term lease liabilities

2,873

—

—

—

2,873

Other liabilities

55,017

—

8,081

—

63,098

Total liabilities

5,403,685

—

1,854,909

(226,607)

7,031,987

Equity:

Stockholders' equity:

Partners' capital

—

—

1,691,508

(1,691,508)

—

Common stock

3,086

—

—

—

3,086

Additional paid-in capital

5,471,341

—

—

1,013,833

6,485,174

Accumulated earnings

1,177,548

—

—

—

1,177,548

Total stockholders' equity

6,651,975

—

1,691,508

(677,675)

7,665,808

Noncontrolling interests in consolidated subsidiary

—

—

—

821,669

821,669

Total equity

6,651,975

—

1,691,508

143,994

8,487,477

Total liabilities and equity

$
12,055,660

—

3,546,417

(82,613)

15,519,464

Condensed Consolidating Balance Sheet
December 31, 2019

(In thousands)


	Parent		Guarantor		Non-Guarantor
	(Antero)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Assets
Current assets:
Accounts receivable, net	$	46,419		—		—		—		46,419
Accounts receivable, related parties		125,000		299,450		—		(299,450)		125,000
Accrued revenue		317,886		—		—		—		317,886
Derivative instruments		422,849		—		—		—		422,849
Other current assets		10,731		—		—		—		10,731
Total current assets		922,885		299,450		—		(299,450)		922,885
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties		1,368,854		—		—		—		1,368,854
Proved properties		11,859,817		—		—		—		11,859,817
Gathering systems and facilities		5,802		—		—		—		5,802
Other property and equipment		71,895		—		—		—		71,895
		13,306,368		—		—		—		13,306,368
Less accumulated depletion, depreciation, and amortization		(3,327,629)		—		—		—		(3,327,629)
Property and equipment, net		9,978,739		—		—		—		9,978,739
Operating leases right-of-use assets		2,886,500		—		—		—		2,886,500
Derivative instruments		333,174		—		—		—		333,174
Investments in unconsolidated affiliate		243,048		812,129		—		—		1,055,177
Investments in consolidated affiliate		812,129		—		—		(812,129)		—
Other assets		21,094		—		—		—		21,094
Total assets	$	15,197,569		1,111,579		—		(1,111,579)		15,197,569

Liabilities and Equity
Current liabilities:
Accounts payable	$	14,498		—		—		—		14,498
Accounts payable, related parties		397,333		—		—		(299,450)		97,883
Accrued liabilities		400,850		—		—		—		400,850
Revenue distributions payable		207,988		—		—		—		207,988
Derivative instruments		6,721		—		—		—		6,721
Short-term lease liabilities		305,320		—		—		—		305,320
Other current liabilities		6,879		—		—		—		6,879
Total current liabilities		1,339,589		—		—		(299,450)		1,040,139
Long-term liabilities:
Long-term debt		3,758,868		—		—		—		3,758,868
Deferred income tax liability		781,987		—		—		—		781,987
Derivative instruments		3,519		—		—		—		3,519
Long-term lease liabilities		2,583,678		—		—		—		2,583,678
Other liabilities		58,635		—		—		—		58,635
Total liabilities		8,526,276		—		—		(299,450)		8,226,826
Equity:
Stockholders' equity:
Common stock		2,959		—		—		—		2,959
Additional paid-in capital		5,600,714		1,341,780		—		(812,129)		6,130,365
Accumulated earnings (loss)		1,067,620		(230,201)		—		—		837,419
Total stockholders' equity		6,671,293		1,111,579		—		(812,129)		6,970,743
Total liabilities and equity	$	15,197,569		1,111,579		—		(1,111,579)		15,197,569

3937

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ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

Condensed Consolidating Balance Sheet

June 30, 2019

(In thousands)

Parent
(Antero)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

Assets

Current assets:

Accounts receivable, net

$
49,994

200,337

—

(200,337)

49,994

Accrued revenue

308,761

—

—

—

308,761

Derivative instruments

346,894

—

—

—

346,894

Other current assets

7,400

—

—

—

7,400

Total current assets

713,049

200,337

—

(200,337)

713,049

Property and equipment:

Oil and gas properties, at cost (successful efforts method):

Unproved properties

1,585,355

—

—

—

1,585,355

Proved properties

13,357,733

—

—

—

13,357,733

Gathering systems and facilities

17,825

—

—

—

17,825

Other property and equipment

69,676

—

—

—

69,676

15,030,589

—

—

—

15,030,589

Less accumulated depletion, depreciation, and amortization

(4,115,187)

—

—

—

(4,115,187)

Property and equipment, net

10,915,402

—

—

—

10,915,402

Operating leases right-of-use assets

3,330,795

—

—

—

3,330,795

Derivative instruments

369,548

—

—

—

369,548

Investments in unconsolidated affiliates

625,423

1,341,780

—

—

1,967,203

Investments in consolidated affiliates

1,341,780

—

—

(1,341,780)

—

Other assets

34,883

—

—

—

34,883

Total assets

$
17,330,880

1,542,117

—

(1,542,117)

17,330,880

Liabilities and Equity

Current liabilities:

Accounts payable

$
44,758

—

—

—

44,758

Accounts payable, related parties

298,907

—

—

(200,337)

98,570

Accrued liabilities

358,680

—

—

—

358,680

Revenue distributions payable

301,032

—

—

—

301,032

Derivative instruments

274

—

—

—

274

Short-term lease liabilities

413,691

—

413,691

Other current liabilities

4,102

—

—

—

4,102

Total current liabilities

1,421,444

—

—

(200,337)

1,221,107

Long-term liabilities:

Long-term debt

3,602,379

—

—

—

3,602,379

Deferred income tax liability

1,188,975

—

—

—

1,188,975

Long-term lease liabilities

2,920,754

—

2,920,754

Other liabilities

57,965

—

—

—

57,965

Total liabilities

9,191,517

—

—

(200,337)

8,991,180

Equity:

Stockholders' equity:

Partners' capital

—

—

—

—

—

Common stock

3,091

—

—

—

3,091

Additional paid-in capital

6,138,130

1,341,780

—

(1,341,780)

6,138,130

Accumulated earnings

1,998,142

200,337

—

—

2,198,479

Total equity

8,139,363

1,542,117

—

(1,341,780)

8,339,700

Total liabilities and equity

$
17,330,880

1,542,117

—

(1,542,117)

17,330,880

Condensed Consolidating Balance Sheet
June 30, 2020
(In thousands)


	Parent		Guarantor		Non-Guarantor
	(Antero)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Assets
Current assets:
Cash	$	(6,793)		—		6,793		—		—
Accounts receivable		57,013		—		—		—		57,013
Accounts receivable, related parties		—		365,255		12,523		(377,778)		—
Accrued revenue		249,201		—		5,662		—		254,863
Derivative instruments		521,459		—		—		—		521,459
Other current assets		8,942		—		—		—		8,942
Total current assets		829,822		365,255		24,978		(377,778)		842,277
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties		1,231,051		—		46,425		—		1,277,476
Proved properties		11,168,728		—		820,574		—		11,989,302
Gathering systems and facilities		5,802		—		—		—		5,802
Other property and equipment		72,649		—		—		—		72,649
		12,478,230		—		866,999		—		13,345,229
Less accumulated depletion, depreciation, and amortization		(3,406,859)		—		(1,240)		—		(3,408,099)
Property and equipment, net		9,071,371		—		865,759		—		9,937,130
Operating leases right-of-use assets		2,562,945		—		—		—		2,562,945
Derivative instruments		103,514		—		—		—		103,514
Investment in unconsolidated affiliate		68,134		211,671		—		—		279,805
Investments in consolidated affiliates		795,965		—		—		(795,965)		—
Other assets		18,319		—		—		—		18,319
Total assets	$	13,450,070		576,926		890,737		(1,173,743)		13,743,990
Liabilities and Equity
Current liabilities:
Accounts payable	$	33,323		—		3,413		—		36,736
Accounts payable, related parties		447,284		—		3,869		(377,778)		73,375
Accrued liabilities		339,388		—		—		—		339,388
Revenue distributions payable		173,759		—		—		—		173,759
Derivative instruments		2,905		—		747		—		3,652
Short-term lease liabilities		230,499		—		—		—		230,499
Other current liabilities		6,831		—		—		—		6,831
Total current liabilities		1,233,989		—		8,029		(377,778)		864,240
Long-term liabilities:
Long-term debt		3,518,076		—		—		—		3,518,076
Deferred income tax liability		529,598		—		—		—		529,598
Derivative instruments		967		—		1,591		—		2,558
Long-term lease liabilities		2,334,227		—		—		—		2,334,227
Other liabilities		62,312		—		—		—		62,312
Total liabilities		7,679,169		—		9,620		(377,778)		7,311,011
Equity:
Stockholders' equity:
Common stock		2,684		—		879,070		(879,070)		2,684
Additional paid-in capital		4,970,105		1,341,780		—		(213,718)		6,098,167
Accumulated earnings (loss)		798,112		(764,854)		2,047		—		35,305
Total stockholders' equity		5,770,901		576,926		881,117		(1,092,788)		6,136,156
Noncontrolling interest		—		—		—		296,823		296,823
Total liabilities and equity	$	13,450,070		576,926		890,737		(1,173,743)		13,743,990

4038

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ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended June 30, 2018

(In thousands)

Parent
(Antero)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

Revenue and other:

Natural gas sales

$
473,540

—

—

—

473,540

Natural gas liquids sales

255,985

—

—

—

255,985

Oil sales

38,873

—

—

—

38,873

Commodity derivative fair value gains

55,336

—

—

—

55,336

Gathering, compression, water handling and treatment

—

—

250,392

(244,874)

5,518

Marketing

160,202

—

—

—

160,202

Marketing derivative fair value losses

(110)

—

—

—

(110)

Gain on sale of assets

—

—

583

(583)

—

Other income

5,179

—

—

(5,179)

—

Total revenue and other

989,005

—

250,975

(250,636)

989,344

Operating expenses:

Lease operating

32,312

—

62,218

(64,366)

30,164

Gathering, compression, processing, and transportation

409,708

—

12,400

(114,322)

307,786

Production and ad valorem taxes

24,886

—

1,005

—

25,891

Marketing

213,420

—

—

—

213,420

Exploration

1,471

—

—

—

1,471

Impairment of oil and gas properties

134,437

—

—

—

134,437

Impairment of gathering systems and facilities

4,470

—

4,614

(583)

8,501

Depletion, depreciation, and amortization

201,617

—

36,433

—

238,050

Accretion of asset retirement obligations

666

—

34

—

700

General and administrative

46,662

—

15,494

(469)

61,687

Accretion of contingent acquisition consideration

—

—

3,947

(3,947)

—

Total operating expenses

1,069,649

—

136,145

(183,687)

1,022,107

Operating income (loss)

(80,644)

—

114,830

(66,949)

(32,763)

Other income (expenses):

Equity in earnings of unconsolidated affiliates

—

—

9,264

—

9,264

Interest expense, net

(54,388)

—

(14,628)

(333)

(69,349)

Equity in earnings (loss) of consolidated subsidiaries

(26,926)

—

—

26,926

—

Total other expenses

(81,314)

—

(5,364)

26,593

(60,085)

Income (loss) before income taxes

(161,958)

—

109,466

(40,356)

(92,848)

Provision for income tax benefit

25,573

—

—

—

25,573

Net income (loss) and comprehensive income (loss) including noncontrolling interests

(136,385)

—

109,466

(40,356)

(67,275)

Net income and comprehensive income attributable to noncontrolling interests

—

—

—

69,110

69,110

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

$
(136,385)

—

109,466

(109,466)

(136,385)

Condensed Consolidating Statement of Operations and Comprehensive Income

Three Months Ended June 30, 2019
(In thousands)


	Parent		Guarantor		Non-Guarantor
	(Antero)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue and other:
Natural gas sales	$	553,372		—		—		—		553,372
Natural gas liquids sales		303,963		—		—		—		303,963
Oil sales		49,062		—		—		—		49,062
Commodity derivative fair value gains		328,427		—		—		—		328,427
Marketing		63,080		—		—		—		63,080
Other income		1,760		—		—		—		1,760
Total revenue and other		1,299,664		—		—		—		1,299,664
Operating expenses:
Lease operating		40,857		—		—		—		40,857
Gathering, compression, processing, and transportation		566,834		—		—		—		566,834
Production and ad valorem taxes		30,968		—		—		—		30,968
Marketing		137,539		—		—		—		137,539
Exploration		314		—		—		—		314
Impairment of oil and gas properties		130,999		—		—		—		130,999
Depletion, depreciation, and amortization		242,302		—		—		—		242,302
Loss on sale of assets		951		—		—		—		951
Accretion of asset retirement obligations		918		—		—		—		918
General and administrative		42,382		—		—		—		42,382
Contract termination and rig stacking		5,604		—		—		—		5,604
Total operating expenses		1,199,668		—		—		—		1,199,668
Operating income (loss)		99,996		—		—		—		99,996
Other income (expenses):
Equity in earnings of unconsolidated affiliates		4,410		9,175		—		—		13,585
Interest expense, net		(54,164)		—		—		—		(54,164)
Total other income (expenses)		(49,754)		9,175		—		—		(40,579)
Income before income taxes		50,242		9,175		—		—		59,417
Provision for income tax expense		(17,249)		—		—		—		(17,249)
Net income and comprehensive income attributable to Antero Resources Corporation	$	32,993		9,175		—		—		42,168

4139

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ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, 2020

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended June 30, 2020
(In thousands)


	Parent		Guarantor		Non-Guarantor
	(Antero)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue and other:
Natural gas sales	$	363,975		—		3,440		—		367,415
Natural gas liquids sales		210,251		—		1,946		—		212,197
Oil sales		7,965		—		357		—		8,322
Commodity derivative fair value losses		(165,676)		—		(2,339)		—		(168,015)
Marketing		64,285		—		—		—		64,285
Other income		745		—		—		(38)		707
Total revenue and other		481,545		—		3,404		(38)		484,911
Operating expenses:
Lease operating		24,742		—		—		—		24,742
Gathering, compression, processing, and transportation		631,845		—		—		—		631,845
Production and ad valorem taxes		19,913		—		79		—		19,992
Marketing		113,053		—		—		—		113,053
Exploration		231		—		—		—		231
Impairment of oil and gas properties		37,350		—		—		—		37,350
Depletion, depreciation, and amortization		212,795		—		1,240		—		214,035
Accretion of asset retirement obligations		1,111		—		—		—		1,111
General and administrative		38,403		—		38		(38)		38,403
Contract termination and rig stacking		11,071		—		—		—		11,071
Total operating expenses		1,090,514		—		1,357		(38)		1,091,833
Operating income (loss)		(608,969)		—		2,047		—		(606,922)
Other income (expenses):
Equity in earnings of unconsolidated affiliates		355		19,873		—		—		20,228
Transaction expense		(6,138)		—		—		—		(6,138)
Interest expense, net		(51,811)		—		—		—		(51,811)
Gain on early extinguishment of debt		39,171		—		—		—		39,171
Total other income (expenses)		(18,423)		19,873		—		—		1,450
Income (loss) before income taxes		(627,392)		19,873		2,047		—		(605,472)
Provision for income tax benefit		142,404		—		—		—		142,404
Net income (loss) and comprehensive income (loss) including noncontrolling interests		(484,988)		19,873		2,047		—		(463,068)
Net income and comprehensive income attributable to noncontrolling interests		—						236		236
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation	$	(484,988)		19,873		2,047		(236)		(463,304)

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended June 30, 2019

(In thousands)

Parent
(Antero)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

Revenue and other:

Natural gas sales

$
553,372

—

—

—

553,372

Natural gas liquids sales

303,963

—

—

—

303,963

Oil sales

49,062

—

—

—

49,062

Commodity derivative fair value gains

328,427

—

—

—

328,427

Marketing

63,080

—

—

—

63,080

Other income

1,760

—

—

—

1,760

Total revenue and other

1,299,664

—

—

—

1,299,664

Operating expenses:

Lease operating

40,857

—

—

—

40,857

Gathering, compression, processing, and transportation

566,834

—

—

—

566,834

Production and ad valorem taxes

30,968

—

—

—

30,968

Marketing

137,539

—

—

—

137,539

Exploration

314

—

—

—

314

Impairment of oil and gas properties

130,999

—

—

—

130,999

Depletion, depreciation, and amortization

242,302

—

—

—

242,302

Loss on sale of assets

951

—

—

—

951

Accretion of asset retirement obligations

918

—

—

—

918

General and administrative

42,382

—

—

—

42,382

Contract termination and rig stacking

5,604

—

—

—

5,604

Total operating expenses

1,199,668

—

—

—

1,199,668

Operating income

99,996

—

—

—

99,996

Other income (expenses):

Equity in earnings of unconsolidated affiliates

13,585

—

—

—

13,585

Interest expense, net

(54,164)

—

—

—

(54,164)

Total other expenses

(40,579)

—

—

—

(40,579)

Income (loss) before income taxes

59,417

—

—

—

59,417

Provision for income tax expense

(17,249)

—

—

—

(17,249)

Net income (loss) and comprehensive income (loss) including noncontrolling interests

42,168

—

—

—

42,168

Net income (loss) and comprehensive income (loss) attributable to noncontrolling interests

—

—

—

—

—

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

$
42,168

—

—

—

42,168

Condensed Consolidating Statement of Operations and Comprehensive Income

Six Months Ended June 30, 2019
(In thousands)


	Parent		Guarantor		Non-Guarantor
	(Antero)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue and other:
Natural gas sales	$	1,210,638		—		—		—		1,210,638
Natural gas liquids sales		617,648		—		—		—		617,648
Oil sales		97,114		—		—		—		97,114
Commodity derivative fair value gains		251,059		—		—		—		251,059
Gathering, compression, water handling and treatment		—		—		218,360		(213,881)		4,479
Marketing		154,266		—		—		—		154,266
Other income		3,518		—		—		(1,651)		1,867
Total revenue and other		2,334,243		—		218,360		(215,532)		2,337,071
Operating expenses:
Lease operating		83,826		—		64,818		(66,055)		82,589
Gathering, compression, processing, and transportation		1,101,849		—		—		(110,486)		991,363
Production and ad valorem taxes		65,706		—		—		940		66,646
Marketing		300,623		—		—		—		300,623
Exploration		440		—		—		—		440
Impairment of oil and gas properties		212,243		—		—		—		212,243
Impairment of midstream assets		—		—		6,982		—		6,982
Depletion, depreciation, and amortization		460,796		—		21,707		—		482,503
Loss on sale of asset		951								951
Accretion of asset retirement obligations		1,831		—		63		—		1,894
General and administrative		92,290		—		18,793		(499)		110,584
Contract termination and rig stacking		13,964		—		—		—		13,964
Accretion of contingent acquisition consideration		—		—		1,928		(1,928)		—
Total operating expenses		2,334,519		—		114,291		(178,028)		2,270,782
Operating income (loss)		(276)		—		104,069		(37,504)		66,289
Other income (expenses):
Equity in earnings of unconsolidated affiliates		4,999		10,403		12,264		—		27,666
Interest expense, net		(109,299)		—		(16,815)		—		(126,114)
Equity in earnings of affiliates		15,021		—		—		(15,021)		—
Gain on deconsolidation of Antero Midstream Partners LP		1,205,705		200,337		—		—		1,406,042
Total other expenses		1,116,426		210,740		(4,551)		(15,021)		1,307,594
Income before income taxes		1,116,150		210,740		99,518		(52,525)		1,373,883
Provision for income tax expense		(305,959)		—		—		—		(305,959)
Net income and comprehensive income including noncontrolling interests		810,191		210,740		99,518		(52,525)		1,067,924
Net income and comprehensive income attributable to noncontrolling interests		—		—		—		46,993		46,993
Net income and comprehensive income attributable to Antero Resources Corporation	$	810,191		210,740		99,518		(99,518)		1,020,931

4241

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~2020

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Six Months Ended June 30, 2018

(In thousands)

Parent
(Antero)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

Revenue and other:

Natural gas sales

$
971,203

—

—

—

971,203

Natural gas liquids sales

490,155

—

—

—

490,155

Oil sales

69,146

—

—

—

69,146

Commodity derivative fair value gains

77,773

—

—

—

77,773

Gathering, compression, water handling and treatment

—

—

479,983

(469,530)

10,453

Marketing

304,591

—

—

—

304,591

Marketing derivative fair value gains

94,124

—

—

—

94,124

Gain on sale of assets

—

—

583

(583)

—

Other income

11,054

—

—

(11,054)

—

Total revenue and other

2,018,046

—

480,566

(481,167)

2,017,445

Operating expenses:

Lease operating

63,574

—

117,090

(123,778)

56,886

Gathering, compression, processing, and transportation

794,053

—

23,768

(218,097)

599,724

Production and ad valorem taxes

49,693

—

2,021

—

51,714

Marketing

409,159

—

—

—

409,159

Exploration

3,356

—

—

—

3,356

Impairment of oil and gas properties

184,973

—

—

—

184,973

Impairment of gathering systems and facilities

4,470

—

4,614

(583)

8,501

Depletion, depreciation, and amortization

397,429

—

68,865

—

466,294

Accretion of asset retirement obligations

1,322

—

68

—

1,390

General and administrative

93,082

—

29,949

(1,314)

121,717

Accretion of contingent acquisition consideration

—

—

7,821

(7,821)

—

Total operating expenses

2,001,111

—

254,196

(351,593)

1,903,714

Operating income

16,935

—

226,370

(129,574)

113,731

Other income (expenses):

Equity in earnings of unconsolidated affiliates

—

—

17,126

—

17,126

Interest expense, net

(107,886)

—

(25,925)

36

(133,775)

Equity in earnings (loss) of consolidated subsidiaries

(47,054)

—

—

47,054

—

Total other expenses

(154,940)

—

(8,799)

47,090

(116,649)

Income (loss) before income taxes

(138,005)

—

217,571

(82,484)

(2,918)

Provision for income tax benefit

16,453

—

—

—

16,453

Net income (loss) and comprehensive income (loss) including noncontrolling interests

(121,552)

—

217,571

(82,484)

13,535

Net income and comprehensive income attributable to noncontrolling interests

—

—

—

135,087

135,087

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

$
(121,552)

—

217,571

(217,571)

(121,552)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Six Months Ended June 30, 2020
(In thousands)


	Parent		Guarantor		Non-Guarantor
	(Antero)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Revenue and other:
Natural gas sales	$	775,057		—		3,440		—		778,497
Natural gas liquids sales		467,924		—		1,946		—		469,870
Oil sales		43,611		—		357		—		43,968
Commodity derivative fair value gains (losses)		400,157		—		(2,339)		—		397,818
Marketing		110,358		—		—		—		110,358
Other income		1,543		—		—		(38)		1,505
Total revenue and other		1,798,650		—		3,404		(38)		1,802,016
Operating expenses:
Lease operating		50,386		—		—		—		50,386
Gathering, compression, processing, and transportation		1,220,469		—		—		—		1,220,469
Production and ad valorem taxes		45,612		—		79		—		45,691
Marketing		206,326		—		—		—		206,326
Exploration		441		—		—		—		441
Impairment of oil and gas properties		126,570		—		—		—		126,570
Depletion, depreciation, and amortization		412,472		—		1,240		—		413,712
Accretion of asset retirement obligations		2,215		—		—		—		2,215
General and administrative		69,624		—		38		(38)		69,624
Contract termination and rig stacking		11,071		—		—		—		11,071
Total operating expenses		2,145,186		—		1,357		(38)		2,146,505
Operating income (loss)		(346,536)		—		2,047		—		(344,489)
Other income (expenses):
Equity in loss of unconsolidated affiliates		(39,957)		(67,870)		—		—		(107,827)
Impairment of equity investment		(143,849)		(466,783)		—		—		(610,632)
Transaction expense		(6,138)		—		—		—		(6,138)
Interest expense, net		(104,913)		—		—		—		(104,913)
Gain on early extinguishment of debt		119,732		—		—		—		119,732
Total other expenses		(175,125)		(534,653)		—		—		(709,778)
Income (loss) before income taxes		(521,661)		(534,653)		2,047		—		(1,054,267)
Provision for income tax benefit		252,389		—		—		—		252,389
Net income (loss) and comprehensive income (loss) including noncontrolling interests		(269,272)		(534,653)		2,047		—		(801,878)
Net income and comprehensive income attributable to noncontrolling interests		—		—		—		236		236
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation	$	(269,272)		(534,653)		2,047		(236)		(802,114)

4342

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to ~~the~~ Unaudited Condensed Consolidated Financial Statements

December 31, ~~2018~~2019 and June 30, ~~2019~~

Condensed Consolidating Statement of Operations and Comprehensive Income

Six Months Ended June 30, 2019

(In thousands)

Parent
(Antero)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

Revenue and other:

Natural gas sales

$
1,210,638

—

—

—

1,210,638

Natural gas liquids sales

617,648

—

—

—

617,648

Oil sales

97,114

—

—

—

97,114

Commodity derivative fair value gains

251,059

—

—

—

251,059

Gathering, compression, water handling and treatment

—

—

218,360

(213,881)

4,479

Marketing

154,266

—

—

—

154,266

Other income

3,518

—

—

(1,651)

1,867

Total revenue and other

2,334,243

—

218,360

(215,532)

2,337,071

Operating expenses:

Lease operating

83,826

—

64,818

(66,055)

82,589

Gathering, compression, processing, and transportation

1,101,849

—

—

(110,486)

991,363

Production and ad valorem taxes

65,706

—

—

940

66,646

Marketing

300,623

—

—

—

300,623

Exploration

440

—

—

—

440

Impairment of oil and gas properties

212,243

—

—

—

212,243

Impairment of gathering systems and facilities

—

—

6,982

—

6,982

Depletion, depreciation, and amortization

460,796

—

21,707

—

482,503

Loss on sale of assets

951

—

—

—

951

Accretion of asset retirement obligations

1,831

—

63

—

1,894

General and administrative

92,290

—

18,793

(499)

110,584

Contract termination and rig stacking

13,964

—

—

—

13,964

Accretion of contingent acquisition consideration

—

—

1,928

(1,928)

—

Total operating expenses

2,334,519

—

114,291

(178,028)

2,270,782

Operating income (loss)

(276)

—

104,069

(37,504)

66,289

Other income (expenses):

Equity in earnings of unconsolidated affiliates

4,999

10,403

12,264

—

27,666

Interest expense, net

(109,299)

—

(16,815)

—

(126,114)

Equity in earnings of affiliates

15,021

—

—

(15,021)

—

Gain on deconsolidation of Antero Midstream Partners LP

1,205,705

200,337

—

—

1,406,042

Total other income (expenses)

1,116,426

210,740

(4,551)

(15,021)

1,307,594

Income before income taxes

1,116,150

210,740

99,518

(52,525)

1,373,883

Provision for income tax expense

(305,959)

—

—

—

(305,959)

Net income and comprehensive income including noncontrolling interests

810,191

210,740

99,518

(52,525)

1,067,924

Net income and comprehensive income attributable to noncontrolling interests

—

—

—

46,993

46,993

Net income and comprehensive income attributable to Antero Resources Corporation

$
810,191

210,740

99,518

(99,518)

1,020,931

2020

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2018

(In thousands)

Parent
(Antero)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

Cash flows provided by (used in) operating activities:

Net income (loss) including noncontrolling interests

$
(121,552)

—

217,571

(82,484)

13,535

Adjustment to reconcile net income (loss) to net cash provided by operating activities:

Depletion, depreciation, amortization, and accretion

398,751

—

68,933

—

467,684

Accretion of contingent acquisition consideration

(7,821)

—

7,821

—

—

Impairment of oil and gas properties

184,973

—

—

—

184,973

Impairment of gathering systems and facilities

4,470

—

4,614

(583)

8,501

Commodity derivative fair value gains

(77,773)

—

—

—

(77,773)

Gains on settled commodity derivatives

197,225

—

—

—

197,225

Marketing derivative fair value gains

(94,124)

—

—

—

(94,124)

Gains on settled marketing derivatives

94,158

—

—

—

94,158

Deferred income tax benefit

(16,453)

—

—

—

(16,453)

Gain on sale of assets

—

—

(583)

583

—

Equity-based compensation expense

28,149

—

12,078

—

40,227

Equity in earnings (loss) of consolidated subsidiaries

47,054

—

—

(47,054)

—

Equity in earnings of unconsolidated affiliates

—

—

(17,126)

—

(17,126)

Distributions of earnings from unconsolidated affiliates

—

—

17,895

—

17,895

Distributions from Antero Midstream Partners LP

74,647

—

—

(74,647)

—

Other

547

—

1,385

—

1,932

Changes in current assets and liabilities

14,510

—

(157)

3,933

18,286

Net cash provided by operating activities

726,761

—

312,431

(200,252)

838,940

Cash flows provided by (used in) investing activities:

Additions to unproved properties

(87,861)

—

—

—

(87,861)

Drilling and completion costs

(887,459)

—

—

134,678

(752,781)

Additions to water handling and treatment systems

—

—

(49,054)

(9,073)

(58,127)

Additions to gathering systems and facilities

—

—

(206,753)

—

(206,753)

Additions to other property and equipment

(3,502)

—

—

—

(3,502)

Investments in unconsolidated affiliates

—

—

(56,297)

—

(56,297)

Change in other assets

2,051

—

(9,077)

—

(7,026)

Net cash used in investing activities

(976,771)

—

(321,181)

125,605

(1,172,347)

Cash flows provided by (used in) financing activities:

Borrowings (repayments) on bank credit facility, net

270,000

—

215,000

—

485,000

Distributions to noncontrolling interests in Antero Midstream Partners LP

—

—

(193,670)

74,647

(119,023)

Employee tax withholding for settlement of equity compensation awards

(6,649)

—

(1,318)

—

(7,967)

Other

(2,336)

—

(100)

—

(2,436)

Net cash provided by financing activities

261,015

—

19,912

74,647

355,574

Net increase in cash and cash equivalents

11,005

—

11,162

—

22,167

Cash and cash equivalents, beginning of period

20,078

—

8,363

—

28,441

Cash and cash equivalents, end of period

$
31,083

—

19,525

—

50,608

~~Table of Contents~~

~~ANTERO RESOURCES CORPORATION~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~December 31, 2018 and June 30, 2019~~

Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2019
(In thousands)


	Parent		Guarantor		Non-Guarantor
	(Antero)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows provided by (used in) operating activities:
Net income including noncontrolling interests	$	810,191		210,740		99,518		(52,525)		1,067,924
Adjustments to reconcile net income to net cash provided by operating activities:		—
Depletion, depreciation, amortization, and accretion		462,627		—		21,770		—		484,397
Impairments		212,243		—		6,982		—		219,225
Commodity derivative fair value gains		(251,059)		—		—		—		(251,059)
Gains on settled commodity derivatives		141,791		—		—		—		141,791
Deferred income tax expense		304,963		—		—		—		304,963
Loss on sale of assets		951		—		—		—		951
Equity-based compensation expense		12,975		—		2,477		—		15,452
Equity in earnings of affiliates		(15,021)		—		—		15,021		—
Equity in earnings of unconsolidated affiliates		(4,999)		(10,403)		(12,264)		—		(27,666)
Distributions/dividends of earnings from unconsolidated affiliates		47,922		—		12,605		—		60,527
Gain on deconsolidation of Antero Midstream Partners LP		(1,205,705)		(200,337)		—		—		(1,406,042)
Distributions from Antero Midstream Partners LP		94,391		—		—		(94,391)		—
Other		(43,002)		—		750		47,922		5,670
Changes in current assets and liabilities		134,740		—		(10,573)		16,808		140,975
Net cash provided by operating activities		703,008		—		121,265		(67,165)		757,108
Cash flows provided by (used in) investing activities:
Additions to unproved properties		(56,814)		—		—		—		(56,814)
Drilling and completion costs		(700,653)		—		—		20,565		(680,088)
Additions to water handling and treatment systems		—		—		(24,547)		131		(24,416)
Additions to gathering systems and facilities		—		—		(48,239)		—		(48,239)
Additions to other property and equipment		(3,567)		—		(1,062)		—		(4,629)
Investments in unconsolidated affiliates		—		—		(25,020)		—		(25,020)
Proceeds from the Antero Midstream Partners LP Transactions		296,611		—		—		—		296,611
Change in other assets		(1,617)		—		(3,357)		—		(4,974)
Proceeds from sale of assets		1,983								1,983
Net cash used in investing activities		(464,057)		—		(102,225)		20,696		(545,586)
Cash flows provided by (used in) financing activities:
Issuance of senior notes		—		—		650,000		—		650,000
Borrowings (repayments) on bank credit facility, net		(235,379)		—		90,379		—		(145,000)
Payments of deferred financing costs		(791)		—		(7,468)		—		(8,259)
Distributions to noncontrolling interests in Antero Midstream Partners LP		—		—		(131,545)		46,469		(85,076)
Employee tax withholding for settlement of equity compensation awards		(2,266)		—		(29)		—		(2,295)
Other		(515)		—		(845)		—		(1,360)
Net cash provided by (used in) financing activities		(238,951)		—		600,492		46,469		408,010
Effect of deconsolidation of Antero Midstream Partners LP		—		—		(619,532)		—		(619,532)
Net increase (decrease) in cash and cash equivalents		—		—		—		—		—
Cash and cash equivalents, beginning of period		—		—		—		—		—
Cash and cash equivalents, end of period	$	—		—		—		—		—

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2019 and June 30, 2020

Condensed Consolidating Statement of Cash Flows

Six Months Ended June 30, 2019

(In thousands)

Parent
(Antero)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

Cash flows provided by (used in) operating activities:

Net income including noncontrolling interests

$
810,191

210,740

99,518

(52,525)

1,067,924

Adjustment to reconcile net income to net cash provided by operating activities:

Depletion, depreciation, amortization, and accretion

462,627

—

21,770

—

484,397

Impairment of oil and gas properties

212,243

—

—

—

212,243

Impairment of gathering systems and facilities

—

—

6,982

—

6,982

Commodity derivative fair value gains

(251,059)

—

—

—

(251,059)

Gains on settled commodity derivatives

141,791

—

—

—

141,791

Deferred income tax expense

304,963

—

—

—

304,963

Loss on sale of assets

951

—

—

—

951

Equity-based compensation expense

12,975

—

2,477

—

15,452

Equity in earnings of affiliates

(15,021)

—

—

15,021

—

Equity in earnings of unconsolidated affiliates

(4,999)

(10,403)

(12,264)

—

(27,666)

Distributions/dividends of earnings from unconsolidated affiliates

47,922

—

12,605

—

60,527

Gain on deconsolidation of Antero Midstream Partners LP

(1,205,705)

(200,337)

—

—

(1,406,042)

Distributions from Antero Midstream Partners LP

94,391

—

—

(94,391)

—

Other

(43,002)

—

750

47,922

5,670

Changes in current assets and liabilities

134,740

—

(10,573)

16,808

140,975

Net cash provided by operating activities

703,008

—

121,265

(67,165)

757,108

Cash flows provided by (used in) investing activities:

Additions to unproved properties

(56,814)

—

—

—

(56,814)

Drilling and completion costs

(700,653)

—

—

20,565

(680,088)

Additions to water handling and treatment systems

—

—

(24,547)

131

(24,416)

Additions to gathering systems and facilities

—

—

(48,239)

—

(48,239)

Additions to other property and equipment

(3,567)

—

(1,062)

—

(4,629)

Investments in unconsolidated affiliates

—

—

(25,020)

—

(25,020)

Proceeds from the Antero Midstream Partners LP Transactions

296,611

—

—

—

296,611

Change in other assets

(1,617)

—

(3,357)

—

(4,974)

Proceeds from sale of assets

1,983

—

—

—

1,983

Net cash used in investing activities

(464,057)

—

(102,225)

20,696

(545,586)

Cash flows provided by (used in) financing activities:

Issuance of senior notes

—

—

650,000

—

650,000

Borrowings (repayments) on bank credit facility, net

(235,379)

—

90,379

—

(145,000)

Payments of deferred financing costs

(791)

—

(7,468)

—

(8,259)

Distributions to noncontrolling interests in Antero Midstream Partners LP

—

—

(131,545)

46,469

(85,076)

Employee tax withholding for settlement of equity compensation awards

(2,266)

—

(29)

—

(2,295)

Other

(515)

—

(845)

—

(1,360)

Net cash provided by (used in) financing activities

(238,951)

—

600,492

46,469

408,010

Effect of deconsolidation of Antero Midstream Partners LP

—

—

(619,532)

—

(619,532)

Net increase in cash and cash equivalents

—

—

—

—

—

Cash and cash equivalents, beginning of period

—

—

—

—

—

Cash and cash equivalents, end of period

$
—

—

—

—

—

Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2020

(In thousands)


	Parent		Guarantor		Non-Guarantor
	(Antero)		Subsidiaries		Subsidiaries		Eliminations		Consolidated
Cash flows provided by (used in) operating activities:
Net income (loss) including noncontrolling interests	$	(269,272)		(534,653)		2,047		—		(801,878)
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
Depletion, depreciation, amortization, and accretion		414,687		—		1,240		—		415,927
Impairment of oil and gas properties		126,570		—		—		—		126,570
Commodity derivative fair value (gains) losses		(400,157)		—		2,339		—		(397,818)
Gains on settled commodity derivatives		524,838		—		—		—		524,838
Equity-based compensation expense		11,302		—		—		—		11,302
Deferred income tax benefit		(252,389)		—		—		—		(252,389)
Gain on early extinguishment of debt		(119,732)		—		—		—		(119,732)
Equity in loss of unconsolidated affiliates		39,957		67,870		—		—		107,827
Impairment of equity investment		143,849		466,783		—		—		610,632
Distributions/dividends of earnings from unconsolidated affiliates		85,511		—		—		—		85,511
Other		4,433		—		—		—		4,433
Changes in current assets and liabilities		7,043		—		(5,626)		—		1,417
Net cash provided by operating activities		316,640		—		—		—		316,640
Cash flows provided by (used in) investing activities:
Additions to unproved properties		(21,672)		—		—		—		(21,672)
Drilling and completion costs		(552,227)		—		—		—		(552,227)
Additions to other property and equipment		(1,234)		—		—		—		(1,234)
Settlement of water earnout		125,000		—		—		—		125,000
Change in other assets		525		—		—		—		525
Net cash used in investing activities		(449,608)		—		—		—		(449,608)
Cash flows provided by (used in) financing activities:
Repurchases of common stock		(43,443)		—		—		—		(43,443)
Repayment of senior notes		(496,541)		—		—		—		(496,541)
Borrowings on bank credit facility, net		374,000		—		—		—		374,000
Sale (purchase) noncontrolling interests		(6,793)		—		306,793		—		300,000
(Distributions) proceeds to interest holders		300,000		—		(300,000)		—		—
Employee tax withholding for settlement of equity compensation awards		(331)		—		—		—		(331)
Other		(717)		—		—		—		(717)
Net cash provided by financing activities		126,175		—		6,793		—		132,968
Net increase in cash and cash equivalents		(6,793)		—		6,793		—		—
Cash and cash equivalents, beginning of period		—		—		—		—		—
Cash and cash equivalents, end of period	$	(6,793)		—		6,793		—		—

4644

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results, and the differences can be material. Some of the key factors that could cause actual results to vary from our expectations include changes in natural gas, NGLs, and oil prices, the timing of planned capital expenditures, our ability to fund our development programs, ~~availability of acquisitions,~~ uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, impacts of world health events, including the COVID-19 pandemic, potential shut-ins of production due to lack of downstream demand or storage capacity, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business, as well as those factors discussed below, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. ~~For more information, please refer to the 2018 Form 10-K.~~

In this section, references to “Antero,” ~~the” Company,~~the “Company,” “we,” “us,” and “our” refer to Antero Resources Corporation and its subsidiaries, unless otherwise indicated or the context otherwise requires.

Our Company

~~Antero is~~We are an independent oil and natural gas company engaged in the exploration, development and production of natural gas, NGLs, and oil properties located in the Appalachian Basin. We focus on unconventional reservoirs, which can generally be characterized as fractured shale formations. Our management team has worked together for many years and has a successful track record of reserve and production growth as well as significant expertise in unconventional resource plays. Our strategy is to leverage our team’s experience delineating and developing natural gas resource plays to profitably grow our reserves and production, primarily on our existing multi-year inventory of drilling locations.

We have assembled a portfolio of long-lived properties that are characterized by what we believe to be low geologic risk and repeatability. Our drilling opportunities are focused in the Marcellus Shale and Utica Shale of the Appalachian Basin. As of June 30, ~~2019,~~2020, we held approximately ~~584,000~~531,000 net acres of rich gas and dry gas properties located in the Appalachian Basin in West Virginia and Ohio. Our corporate headquarters are in Denver, Colorado.

We operate in the following industry segments: (i) the exploration, development, and production of natural gas, NGLs, and oil; (ii) marketing of excess firm transportation capacity; and (iii) our equity method investment in Antero Midstream Corporation. All of our operations are conducted in the United States. As described below and elsewhere in this Quarterly Report on Form 10-Q, effective March 13, 2019, the results of Antero Midstream Partners are no longer consolidated in Antero’s results.

~~Address, Internet Website and Availability of Public Filings~~

~~Our principal executive offices are located at 1615 Wynkoop Street, Denver, Colorado 80202, and our telephone number is (303)~~ ~~357-7310. Our website is located at~~ ~~www.anteroresources.com~~.

~~We furnish or file with the SEC our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. We make these documents available free of charge at~~ ~~www.anteroresources.com~~ ~~under the “Investors–SEC Filings” section as soon as reasonably practicable after they are furnished or filed with the SEC.~~

~~Information on our website is not incorporated into this Quarterly Report on Form 10-Q or our other filings with the SEC and is not a part of them.~~

~~2019~~2020 Developments and Highlights

~~Closing~~COVID-19 Pandemic

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. Governments have tried to slow the spread of ~~Simplification Transaction~~the virus by imposing social distancing guidelines, travel restrictions and stay-at-home orders, which have caused a significant decrease in activity in the global economy and the demand for oil and, to a lesser extent, natural gas and NGLs. Also in March 2020, Saudi Arabia and Russia failed to agree to cut production of oil along with the Organization of the Petroleum Exporting Countries (“OPEC”), and Saudi Arabia significantly reduced the price at which it sells oil and announced plans to increase production, which contributed to a sharp drop in the price of oil. While OPEC, Russia and other allied producers reached an agreement in April 2020 to reduce production, oil prices have remained low. The imbalance between the supply of and demand for oil, as well as the uncertainty around the extent and timing of an economic recovery, have caused extreme market volatility and a substantial adverse effect on commodity prices.

~~On March 12,~~As a producer of natural gas, NGLs and oil, we are recognized as an essential business under various federal, state and local regulations related to the COVID-19 pandemic. We have continued to operate as permitted under these regulations while taking steps to protect the health and safety of our workers. We have implemented protocols to reduce the risk of an outbreak within our field operations, and these protocols have not reduced production or efficiency in a significant manner. A substantial portion of our non-

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field level employees continue to operate in remote work from home arrangements, and we have been able to maintain a consistent level of effectiveness through these arrangements, including maintaining our day-to-day operations, our financial reporting systems and our internal control over financial reporting.

Our natural gas, NGLs and oil producing properties are located in the liquids-rich Appalachian Basin. Although the decline in oil prices has negatively impacted our oil revenue, oil sales represented approximately 2% and 4% of our total revenue for the six months ended June 30, 2020 and the year ended December 31, 2019, respectively. While natural gas prices also declined during the first half of 2020, the decline in natural gas prices has been far less significant than the decline in oil prices. C3+ NGL prices during the second quarter were negatively impacted by weak demand for normal butane (nC4), isobutane (iC4), and pentane (C5), all of which are used for gasoline. The COVID-19 induced demand destruction on gasoline forced C5 prices below propane prices for much of April to under $0.40 per gallon. The benchmark C5 price in July has been in the range of $0.60 to $0.70 per gallon.

In addition, we have hedged through fixed price contracts the sale of 2.2 Bcf per day of natural gas at a weighted average price of $2.87 per MMBtu for the remainder of 2020. Our hedges cover a substantial majority of our expected natural gas production in 2020. We also have fixed priced contracts for the sale of 10,315 barrels per day of propane at a weighted average price of $0.65 per gallon, 24,500 barrels per day of ethane at a weighted average price of $0.20 per gallon and 26,000 barrels per day of oil at a weighted average price of $55.63 per barrel for the remainder of 2020. These fixed price contracts resulted in total commodity derivative fair value gains of $398 million during the six months ended June 30, 2020, including settled commodity derivative gains of $314 million and $525 million during the three and six months ended June 30, 2020, respectively. All of our hedges are financial hedges and do not have physical delivery requirements. As such, any decreases in anticipated production, whether as a result of decreased development activity, shut-ins, or through transactions under our asset sale plan, will not impact our ability to realize the benefits of the hedges.

Our natural gas and NGLs are primarily used in manufacturing, power generation and heating rather than transportation. While we have seen a decrease in the overall demand for these products, demand for natural gas and NGLs has not declined as much as demand for oil, and there has not been as substantial an oversupply of natural gas and NGLs as there has been of oil. Furthermore, the decrease in demand for oil has significantly reduced the number of rigs drilling for oil in the continental U.S. and, as a result, estimates of future gas supply associated with oil production have declined. Additionally, the restart of economic activity in Asia and Europe, coupled with lower LPG production from refineries in the U.S., Europe, and Asia during the second quarter, provided support for international LPG prices relative to oil. Further, reductions in OPEC+ and North American oil production and the associated NGL volumes are expected to have a supportive effect on propane and butane prices through the remainder of 2020 and into 2021.

During the second quarter of 2020, we shipped 54% of our total C3+ NGL net production on Mariner East 2 for export and realized a $0.04 per gallon premium to Mont Belvieu pricing on these volumes at Marcus Hook, PA. We sold the remaining 46% of C3+ NGL net production at a $0.12 per gallon discount to Mont Belvieu pricing at Hopedale, OH. We expect to sell at least 50% of our C3+ NGL full-year production in 2020 at Marcus Hook for export at a premium to Mont Belvieu.

Condensate differentials to WTI expanded to nearly $20/Bbl during the second quarter, but have begun to return to pre-pandemic levels as gasoline demand improved through the summer months. Pre-hedge oil realizations were negatively impacted during the quarter as Antero sold volumes at a material discount to WTI in order to keep from shutting in production volumes. This period of weak condensate demand driven by the pandemic coincided with an active well completion quarter for Antero that brought on large condensate volumes. The negative impact from wider oil differentials was more than offset by the benefit of maintaining full natural gas and NGL volumes. Antero expects its full year 2020 realized oil price differential to be $10.00/Bbl to $12.00/Bbl, as the differential normalizes during the second half of 2020.

Our supply chain also has not experienced any significant interruptions. The industry continues to experience storage capacity constraints for oil and certain NGL products, and we may become subject to those constraints if we are not able to sell our production or certain components thereof, or enter into additional storage arrangements. The lack of a market or available storage for any one NGL product or oil could result in our having to delay or discontinue well completions and commercial production or shut in production for other products because we cannot curtail the production of individual products in a meaningful way without reducing production of other products. Potential impacts of these constraints may include partial shut-in of production, although we are not able to determine the extent of shut-ins or for how long they may last. However, because some of our wells produce rich gas, which is processed, and some produce dry gas, which does not require processing, we can change the mix of products that we produce and wells that we complete to adjust our production to address takeaway capacity constraints for certain products. For example, we can shut-in rich gas wells and still produce from our dry gas wells if processing or storage capacity of NGL products becomes further limited or constrained. Also, prior to the COVID-19 pandemic, we had developed a diverse set of buyers and destinations, as well as in-field and off-site storage capacity for our condensate volumes.

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During the second quarter of 2020, condensate differentials to WTI were notably wider as a result of COVID-19 demand destruction at both the Appalachia regional level and national level. To protect against production curtailments and shut-ins due to insufficient storage capacity, Antero expanded its customer base and its condensate storage capacity within the basin. In addition, Antero entered into transactions that required buyers to transport product to more distant markets and storage, which coincided with substantially weakened crack spreads for refined products. To date, Antero has not shut in or curtailed any production from its assets as a result of COVID-19 demand issues and does not expect to shut in any volumes during 2020.

In addition, as discussed below in “—2020 Capital Budget and Capital Spending,” in April 2020, we announced a 34% reduction in our drilling and completion capital budget for 2020. During the second quarter, our ongoing emphasis on completion efficiencies resulted in material improvements and these efficiency gains led to average well costs below $700 per foot during the months of May and June, despite only partial vendor cost savings being realized. We expect further well cost savings during the second half of 2020 as we fully realize vendor cost savings. We continue to monitor our five-year drilling plan and will make further revisions as appropriate. Reducing the 2020 capital budget may impact production levels in 2021 and forward to the extent fewer wells are brought online.

During the first quarter of 2020 and the two preceding quarters, we recognized various impairment charges related to the decline in commodity prices and the value of our investment in Antero Midstream Corporation. At this time, we do not anticipate any further impairment charges in our equity method investment in Antero Midstream Corporation, ~~and Antero Midstream Partners completed~~as the ~~Transactions contemplated~~value of our equity method investment has increased since the end of the first quarter of 2020. Additional impairment charges related to our assets may occur if we experience disruptions in production, additional or sustained declines in the forward commodity price strip from June 30, 2020, unresolved storage capacity restraints or other consequences caused by the COVID-19 pandemic.

In April 2020, the borrowing base supporting our Credit Facility was subject to its annual redetermination. The bank prices used in the April 2020 redetermination were materially lower than those used in the April 2019 redetermination and, as a result, the lenders under our Credit Facility reduced our borrowing base to $2.85 billion. Lender commitments remained unchanged at $2.64 billion, providing us with a consistent amount of available borrowings. Our borrowing base is now subject to a semi-annual redetermination and, therefore, our available borrowings and liquidity could be impacted by an additional redetermination in October 2020.

In addition, our borrowing capacity is directly impacted by the amount of financial assurance we are required to provide in the form of letters of credit to third parties, primarily pipeline capacity providers. The amount of financial assurance we must provide has not increased during the COVID-19 pandemic and, thus far, we have not experienced any losses due to counterparty risk. However, our ability to limit any additional financial assurance we are required to provide, as well as to protect ourselves from the counterparty risk of our financial hedges, may be limited in the future. Since the onset of the COVID-19 pandemic, we have timely serviced our debt and other obligations, and we have not implemented or requested any concessions or materially modified the terms of any agreements.

The COVID-19 pandemic, commodity market volatility and resulting financial market instability are variables beyond our control and may adversely impact our generation of funds from operating cash flows, distributions from unconsolidated affiliates, available borrowings under our Credit Facility and our ability to access the capital markets. In addition, our plan to strengthen our balance sheet through significant absolute debt reduction depends upon our ability to identify and continue to successfully execute our previously announced ~~Simplification Agreement, pursuant~~$750 million to ~~which (i) Antero Midstream GP LP was converted~~$1.0 billion asset sale program. Instability in the financial markets and uncertainty in the general business environment resulting from ~~a limited partnership~~the COVID-19 pandemic may impact our ability to ~~a corporation under~~further execute our asset sale program on the ~~laws~~terms and the timeframe previously anticipated. To the extent we are not able to execute additional components of our asset sale plan or access the ~~State of Delaware and changed its name~~capital markets, we may have to ~~Antero Midstream~~delay or reduce our planned capital expenditures in future years.

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~~Corporation, and (ii)~~Conveyance of Overriding Royalty Interest

On June 15, 2020, we announced the consummation of a transaction with an ~~indirect, wholly owned subsidiary~~affiliate of ~~Antero Midstream Corporation was merged with and into Antero Midstream~~Sixth Street Partners, ~~with Antero Midstream Partners surviving the merger as an indirect, wholly owned subsidiary of Antero Midstream Corporation.~~LLC (“Sixth Street”) relating to certain overriding royalty interests across our existing asset base (the “ORRIs”). In connection with the ~~Transactions,~~transaction, we ~~received $297~~contributed the ORRIs to a newly formed subsidiary, Martica Holdings LLC (“Martica”), and Sixth Street contributed $300 million in cash (subject to customary adjustments) and ~~158.4~~agreed to contribute up to an additional $102 million ~~shares~~in cash if certain production targets attributable to the ORRIs are achieved. All cash contributed by Sixth Street was distributed to us.

The ORRIs include an overriding royalty interest of ~~Antero Midstream Corporation’s common stock, par value $0.01 per share,~~1.25% of our working interest in ~~exchange for~~all of its proved developed operated properties in West Virginia and Ohio, subject to certain excluded wells (the “Initial PDP Override”), and an overriding royalty interest of 3.75% of our working interest in all of its undeveloped properties in West Virginia and Ohio (the “Development Override”). Wells turned to sales after April 1, 2020 and prior to the ~~98,870,335 common units representing limited partner interests~~later of (a) the date on which we turn to sales 2.2 million lateral feet (net to our interest) of horizontal wells burdened by the Development Override and (b) the earlier of (i) April 1, 2023 and (ii) the date on which we turn to sales 3.82 million lateral feet (net to our interest) of horizontal wells are subject to the Development Override.

The ORRIs also include an additional overriding royalty interest of 2.00% of our working interest in ~~Antero Midstream Partners owned~~the properties underlying the Initial PDP Override (the “Incremental Override”). The Incremental Override (or a portion thereof, as applicable) may be re-conveyed to us (at our election) if certain production targets attributable to the ORRIs are achieved through March 31, 2023. Any portion of the Incremental Override that may not be re-conveyed to us based on us achieving such production volumes through March 31, 2023 will remain with Martica.

Prior to Sixth Street achieving an internal rate of return of 13% and 1.5x cash-on-cash return (the “Hurdle”), Sixth Street will receive all distributions in respect of the Initial PDP Override and the Development Override, and we will receive all distributions in respect of the Incremental Override, unless certain production targets are not achieved, in which case Sixth Street will receive some or all of the distributions in respect of the Incremental Override. Following Sixth Street achieving the Hurdle, we will receive 85% of the distributions in respect of the ORRIs to which Sixth Street was entitled immediately prior to the ~~Closing.~~

Prior to the Transactions, our ownership of Antero Midstream Partners common units represented approximately a 53% limited partner interest in Antero Midstream Partners, and we consolidated Antero Midstream Partners’ financial position and results of operations into our consolidated financial statements. The Transactions resulted in the exchange of the limited partner interest we owned in Antero Midstream Partners for common stock of Antero Midstream Corporation representing a 31% interest. Thus, effective March 13, 2019, we no longer consolidated Antero Midstream Corporation or Antero Midstream Partners in our consolidated financial statements and began accounting for our interest in Antero Midstream Corporation using the equity method of accounting starting with our financial statements for the first quarter of 2019. For more information, please see Note 3 to the unaudited condensed consolidated financial statements.

Hurdle being achieved.

Production and Financial Results

Three months ended June 30, 2020. For the three months ended June 30, ~~2019,~~2020 our net production totaled ~~294~~320 Bcfe, or ~~3,226~~3,521 MMcfe per day, a ~~28%~~9% increase in daily gas equivalent production compared to ~~229~~294 Bcfe, or ~~2,520~~3,226 MMcfe per day, for the three months ended June 30, ~~2018.~~2019. Production increases resulted from an increase in the number of producing wells as a result of our drilling and completion activity. Our average price received for production, before the effects of gains on settled commodity derivatives for the three months ended June 30, ~~2019~~2020 was ~~$3.09~~$1.83 per Mcfe compared to ~~$3.35~~$3.09 per Mcfe for the three months ended June 30, ~~2018.~~2019. Our average realized price after the effects of gains on settled commodity derivatives was $2.81 per Mcfe for the three months ended June 30, 2020 compared to $3.24 per Mcfe for the three months ended June 30, 2019, ~~compared~~a decrease of 13%.

We generated consolidated cash flows from operations of $116 million, net loss attributable to ~~$3.77 per Mcfe~~Antero of $463 million, and Adjusted EBITDAX of $186 million for the three months ended June 30, ~~2018.~~

~~For the three months ended June~~ ~~30, 2019, we generated~~2020. This compares to consolidated cash flows from operations of $218 million, consolidated net income attributable to Antero Resources of $42 million, and Adjusted EBITDAX of $252 ~~million. This compares to consolidated cash flows from operations of $297 million, consolidated net loss attributable to Antero of $136 million and Adjusted EBITDAX of $335~~ million for the three months ended June 30, ~~2018.~~2019. See “—Non-GAAP Financial Measures” for a definition of Adjusted EBITDAX and a reconciliation of Adjusted EBITDAX to net cash provided by operating activities and net income (loss).

~~Consolidated cash~~Cash flows from operations decreased by ~~$79~~$102 million for the three months ended June 30, 2020 compared to the prior year period primarily due to decreases in commodity prices both before and after the effects of settled commodity derivatives, increases in processing and transportation costs, and changes in current assets and liabilities. Consolidated net loss attributable to Antero Resources of $463 million for the three months ended June 30, ~~2019 compared to the prior year period because of primarily because of the deconsolidation of Antero Midstream Partners. Consolidated~~2020 decreased from consolidated net income attributable to Antero Resources of $42 million for the three months ended June 30, 2019 ~~increased from consolidated net loss attributable~~primarily due to ~~Antero of $136 million for the three months ended June 30, 2018 primarily because of changes~~decreases in commodity derivative fair value ~~gains.~~gains (losses) and commodity prices and expense increases in processing and transportation costs.

Adjusted EBITDAX decreased from ~~$335 million for the three months ended June 30, 2018 to~~ $252 million for the three months ended June 30, 2019 to $186 million for the three months ended June 30, 2020, a decrease of ~~25%~~26%, primarily ~~because~~due to the decrease in commodity prices of 41% per Mcfe before and 13% per Mcfe after the ~~deconsolidation~~effects of ~~Antero Midstream Partners.~~settled commodity derivatives, and increased compression and transportation costs.

Six months ended June 30, 2020. For the six months ended June 30, ~~2019,~~2020 our net production totaled ~~572~~627 Bcfe, or ~~3,163~~3,444 MMcfe per day, a ~~29%~~10% increase in daily combined production compared to ~~443~~572 Bcfe, or ~~2,448~~3,163 MMcfe per day, for the six months ended June 30, ~~2018.~~2019. Production increases resulted from an increase in the number of producing wells as a result of our drilling and completion activity. Our average price received for production, before the effects of gains on settled commodity derivatives for the

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six months ended June 30, ~~2019~~2020 was ~~$3.36~~$2.06 per Mcfe compared to ~~$3.45~~$3.36 per Mcfe for the six months ended June 30, ~~2018.~~2019. Our average realized price after the effects of gains on settled commodity derivatives was $2.90 per Mcfe for the six months ended June 30, 2020 compared to $3.61 per Mcfe for the six months ended June 30, 2019, ~~compared~~a decrease of 20%.

We generated consolidated cash flows from operations of $317 million, net loss attributable to ~~$3.90 per Mcfe~~Antero of $802 million, and Adjusted EBITDAX of $430 million for the six months ended June 30, ~~2018.~~

~~For the six months ended June~~ ~~30, 2019, we generated~~2020. This compares to consolidated cash flows from operations of $757 million, consolidated net income attributable to Antero Resources of $1.0 billion, and Adjusted EBITDAX of $694 ~~million. This compares to consolidated cash flows from operations of $839 million, consolidated net loss attributable to Antero of $122 million, and Adjusted EBITDAX of $823~~ million for the six months ended June 30, ~~2018.~~2019.

~~Consolidated cash~~Cash flows from operations decreased by ~~$82~~$440 million for the six months ended June 30, 2020 compared to the prior year period primarily due to decreases in commodity prices both before and after the effects of settled commodity derivatives, increases in gathering, compression, processing and transportation costs, and changes in current assets and liabilities. Consolidated net loss attributable to Antero Resources of $802 million for the six months ended June 30, ~~2019 compared to the prior year period because of primarily because of the deconsolidation of Antero Midstream Partners. Consolidated~~2020 decreased from consolidated net income attributable to Antero Resources of $1.0 billion for the six months ended June 30, 2019 ~~increased from consolidated net loss attributable~~primarily due to ~~Antero of $122 million for the three months ended June 30, 2018 primarily because of~~ the gain on deconsolidation of Antero Midstream Partners in 2019 partially offset by commodity derivative realized and ~~changes~~fair value gains in 2020. The six months ended June 30, 2020 was also impacted by an impairment of equity investment due to the decline in Antero Midstream Corporation’s fair value, Antero Midstream Corporation’s reporting a loss for such period, and the decreases in commodity ~~derivative fair value gains.~~

~~Table~~prices both before and after the effects of ~~Contents~~settled commodity derivatives and increases in gathering, compression, processing and transportation costs.

Adjusted EBITDAX decreased from ~~$823~~$694 million for the six months ended June 30, 2019 to $430 million for the six months ended June 30, ~~2018 to $694 million for the six months ended June 30, 2019,~~2020, a decrease of ~~16%~~38%, primarily ~~because~~due to the decrease in commodity prices of 39% per Mcfe before and 20% per Mcfe after the effects of settled commodity derivatives, and increased gathering, compression, processing and transportation costs. A portion of the cost increases are the result of the deconsolidation of Antero Midstream ~~Partners.~~

~~Consolidated cash flows from operations decreased from $839 million for the six months ended June 30, 2018 to $757 million for the six months ended June 30, 2019.~~

Partners as costs that were previously eliminated in consolidation are now expensed.

~~2019~~2020 Capital Budget and Capital Spending

~~Our exploration and production capital budget for 2019 is a range of $1.4 billion to $1.6 billion, which includes: $1.3 billion to $1.45 billion for~~On April 20, 2020, we announced our revised 2020 drilling and completion ~~and $75 million to $100 million for leasehold expenditures.~~capital budget of $750 million. We do not include acquisitions in our capital budget. We periodically review our capital expenditures and adjust our budget and its allocation based on ~~liquidity,~~commodity prices, takeaway constraints, operating cash flow and liquidity.

Three months ended June 30, 2020. For the three months ended June 30, 2020, our capital expenditures were approximately $264 million, including drilling ~~results,~~and completion costs of $252 million, leasehold ~~acquisition opportunities,~~acquisitions of $11 million, and ~~commodity prices.~~other capital expenditures of less than $1 million. Our capital expenditures for the three months ended June 30, 2019 of approximately $342 million included drilling and completion costs of $311 million, leasehold acquisitions of $29 million, and other capital expenditures of $2 million. This 23% reduction in capital costs was a result of our well cost savings initiatives, which include savings resulting from service cost deflation, sand and water logistics optimization, as well as operational efficiency gains.

Six months ended June 30, 2020. For the six months ended June 30, ~~2019,~~2020, our capital expenditures were approximately ~~$814~~$575 million, including drilling and completion costs of $552 million, leasehold acquisitions of $22 million, and other capital expenditures of $1 million. Our exploration and production capital expenditures for the six months ended June 30, 2019 of approximately $742 million included drilling and completion costs of $680 million, leasehold acquisitions of $57 million, and other capital expenditures of $5 million. This 22% reduction in capital costs was a result of our well cost savings initiatives, which include savings resulting from service cost deflation, sand and water logistics optimization, as well as operational efficiency gains.

In addition, consolidated capital expenditures for the six months ended June 30, 2019 included gathering and compression expenditures of $48 million and water handling and treatment expenditures of $24 ~~million and~~million. Antero Midstream Partners also invested $25 million ~~of costs invested by Antero~~ ~~Midstream~~ ~~Partners~~ in ~~the Joint Venture.~~a joint venture. These expenditures relate to the period prior to ~~deconsolidation.~~

~~For the three months ended June 30, 2019, our capital expenditures decreased significantly from the three months ended~~deconsolidation of Antero Midstream Partners on March 31, 2019 from approximately $399 million to $342 million. Our consolidated capital expenditures for the three months ended June 30, 2019 of $342 million include drilling and completion costs of $311 million, leasehold acquisitions of $29 million, and other capital expenditures of $1.5 million, whereas, our capital expenditures for the three months ended March 31, 2019 of $399 million included drilling and completion costs of $369 million, leasehold acquisitions of $27 million, and other capital expenditures of $3 million. This reduction in costs was a result of our well cost savings initiatives which include savings as a result of service cost deflation, sand logistics optimization and operational efficiency gains. As a result, we anticipate our consolidated capital expenditures for the remainder of the year to be more consistent with levels in the three months ended June 30, 2019 as opposed to the levels in the three months ended March 31,12, 2019.

Hedge Position (Excluding Martica)

~~As of~~At June 30, ~~2019,~~ 2020, we had fixed price natural gas swap contracts on NYMEX Henry Hub for ~~1.7~~the period from July 2020 through December 2023 covering 1.8 Tcf of our projected natural gas production at a weighted average index price of ~~$2.94~~$2.71 per MMBtu, including contracts for the remainder of ~~2019~~2020 of approximately ~~139~~410 Bcf of natural gas. We had fixed price oil contracts for 2.8 MMbls of oil at a weighted average price of $59.97 per Bbl for the period July 1, 2019 through December 31, 2020, including contracts for the remainder of 2019 of approximately 0.9 MMbls of oil. We had fixed price NGL contracts for 31,750 metric tonnes of propanegas at a weighted average index price of ~~$344.44/MT for the month of July 2019. Additionally,~~$2.87 per MMBtu. At June 30, 2020, we ~~have collar agreements for July 2019 through December 2019 for 290 Bcf of our projected natural gas production at a weighted average floor and ceiling of $2.50 and $3.41, respectively. We~~also had basis swaps for ~~January~~the period from July 2020 through December 2024 for 95approximately 84.1 Bcf of our projected natural gas production with pricing differentials ranging from ~~$0.353~~$0.35 to ~~$0.530.~~$0.53 per MMBtu that hedge the difference between TCO and the NYMEX Henry Hub. In addition, we have a call option agreement, which entitles the

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holder, if exercised, to enter into a fixed price swap agreement for approximately 428 MMBtu per day at a price of $2.77 per MMBtu in 2024.

At June 30, 2020, we had fixed price oil swap contracts on NYMEX-WTI for the period from July 2020 through December 2021 covering approximately 5.9 million barrels of our projected oil production at a weighted average index price of $55.54 per barrel. Additionally, we had fixed price propane swap contracts on ARA Propane for the period from July 2020 through December 2020 covering approximately 1.9 million barrels of our projected propane production at a weighted average index price of $0.65 per gallon. We also had ~~NGL~~fixed price ethane swap contracts on OPIS Ethane Mt Belv for ~~137,500 Bbls of propane for~~the period from July ~~1, 2019~~2020 through March ~~31, 2020 that fix the Mont Belvieu Propane~~2021 covering approximately 6.2 million barrels of our projected ethane production at a weighted average index price ~~at 50%~~ of ~~WTI. These include contracts~~$0.20 per gallon.

As a result of the ORRI transaction, we monetized 100,000 MMBtu/d of 2021 natural gas hedges in July 2020 for ~~the remainder of 2019~~proceeds of approximately ~~92,000 Bbls of propane.~~

$29 million.

We believe our hedge position provides some certainty to cash flows supporting our future operations and capital spending plans. As of June 30, ~~2019,~~2020, the estimated fair value of our commodity derivative contracts was approximately ~~$716~~$619 million.

~~Credit Facility~~

~~As of June~~ 30, 2019, our borrowing base under the Credit Facility was $4.5 billion and lender commitments were $2.5 billion. Each of these amounts were reaffirmed in the annual redetermination in April 2019. The maturity date of the Credit Facility is the earlier of (i) October 26, 2022 and (ii) the date that is 91 days prior to the earliest stated redemption date of any series of our senior notes, unless such series of notes is refinanced. The borrowing base under our Credit Facility is redetermined annually and is based on the estimated future cash flows from our proved oil and gas reserves and our commodity derivative positions. The next redetermination is scheduled to occur in April 2020. At June 30, 2019, we had $175 million of borrowings, with a weighted average interest rate of 3.69%, and $701 million of letters of credit outstanding under the Credit Facility. See “—Debt Agreements and Contractual Obligations—Senior Secured Revolving Credit Facility” for a description of the Credit Facility.

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Results of Operations

~~The Company has~~We have three operating segments: (1) the exploration, development and production of natural gas, NGLs, and oil; (2) marketing and utilization of excess firm transportation capacity gathering and processing; and (3) equity method investment in Antero Midstream Corporation. Revenues from Antero Midstream Corporation’s operations were primarily derived from intersegment transactions for services provided to our exploration and production operations by Antero Midstream Partners. All intersegment transactions were eliminated upon consolidation, including revenues from water handling and treatment services provided by Antero Midstream Partners, which ~~were~~we capitalized as proved property development ~~costs by Antero.~~costs. Through March 12, 2019, the results of Antero Midstream Partners were included in ~~the~~our consolidated financial ~~statements of Antero.~~statements. Effective March 13, 2019, the results of Antero Midstream Partners are no longer ~~consolidated~~included in ~~Antero’s~~our results; however, ~~the Company’s segment~~our disclosures include the segments of our unconsolidated affiliates due to their significance to ~~the Company’s~~our operations. See Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements for further discussion on the Transactions and Note 1718—Segment Information to the unaudited condensed consolidated financial statements for disclosures on ~~the Company’s~~our reportable segments. Marketing revenues are primarily derived from activities to purchase and sell third-party natural gas and NGLs and to market and utilize excess firm transportation capacity.

~~Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2019~~

~~The operating results of the Company’s reportable segments were as follows for the three months ended June 30, 2018 and 2019 (in thousands):~~

Exploration
and
production

Marketing

Midstream

Elimination of
intersegment
transactions

Consolidated
total

Three months ended June 30, 2018:

Revenue and other:

Natural gas sales

$
473,540

—

—

—

473,540

Natural gas liquids sales

255,985

—

—

—

255,985

Oil sales

38,873

—

—

—

38,873

Commodity derivative fair value gains

55,336

—

—

—

55,336

Gathering, compression, and water handling and treatment

—

—

250,392

(244,874)

5,518

Marketing

—

160,202

—

—

160,202

Marketing derivative fair value losses

—

(110)

—

—

(110)

Gain on sale of assets

—

—

583

(583)

—

Other income

5,179

—

—

(5,179)

—

Total

$
828,913

160,092

250,975

(250,636)

989,344

Operating expenses:

Lease operating

$
32,312

—

62,218

(64,366)

30,164

Gathering, compression, processing, and transportation

409,708

—

12,400

(114,322)

307,786

Production and ad valorem taxes

24,886

—

1,005

—

25,891

Marketing

—

213,420

—

—

213,420

Exploration

1,471

—

—

—

1,471

Impairment of oil and gas properties

134,437

—

—

—

134,437

Impairment of gathering systems and facilities

—

—

8,501

—

8,501

Accretion of asset retirement obligations

666

—

34

—

700

Depletion, depreciation, and amortization

201,393

—

36,657

—

238,050

General and administrative (excluding equity-based compensation)

33,458

—

9,627

(469)

42,616

Equity-based compensation

13,204

—

5,867

—

19,071

Change in fair value of contingent acquisition consideration

—

—

3,947

(3,947)

—

Total

851,535

213,420

140,256

(183,104)

1,022,107

Operating income (loss)

$
(22,622)

(53,328)

110,719

(67,532)

(32,763)

Equity in earnings of unconsolidated affiliates

$
—

—

9,264

—

9,264

Table of Contents

Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2020

The operating results of our reportable segments were as follows for the three months ended June 30, 2019 and 2020 (in thousands):

Exploration
and
production

Marketing

Equity Method Investment in Antero Midstream Corporation

Elimination of
intersegment
transactions and
unconsolidated
affiliates

Consolidated
total

Three months ended June 30, 2019:

Revenue and other:

Natural gas sales

$
553,372

—

—

—

553,372

Natural gas liquids sales

303,963

—

—

—

303,963

Oil sales

49,062

—

—

—

49,062

Commodity derivative fair value gains

328,427

—

—

—

328,427

Gathering, compression, and water handling and treatment

—

—

264,152

(264,152)

—

Marketing

—

63,080

—

—

63,080

Other income (loss)

1,760

—

(8,534)

8,534

1,760

Total

$
1,236,584

63,080

255,618

(255,618)

1,299,664

Operating expenses:

Lease operating

$
40,857

—

50,549

(50,549)

40,857

Gathering, compression, processing, and transportation

566,834

—

12,311

(12,311)

566,834

Production and ad valorem taxes

30,968

—

1,138

(1,138)

30,968

Marketing

—

137,539

—

—

137,539

Exploration

314

—

—

—

314

Impairment of oil and gas properties

130,999

—

—

—

130,999

Impairment of gathering systems and facilities

—

—

594

(594)

—

Depletion, depreciation, and amortization

242,302

—

36,447

(36,447)

242,302

Loss on sale of assets

951

—

—

—

951

Accretion of asset retirement obligations

918

—

69

(69)

918

General and administrative (excluding equity-based compensation)

35,833

—

13,079

(13,079)

35,833

Equity-based compensation

6,549

—

21,543

(21,543)

6,549

Change in fair value of contingent acquisition consideration

—

—

2,297

(2,297)

—

Contract termination and rig stacking

5,604

—

—

—

5,604

Total

1,062,129

137,539

138,027

(138,027)

1,199,668

Operating income (loss)

$
174,455

(74,459)

117,591

(117,591)

99,996

Equity in earnings of unconsolidated affiliates

$
13,585

—

13,623

(13,623)

13,585


					Equity Method		Elimination of
					Investment in		intersegment
	Exploration				Antero		transactions and
	and				Midstream		unconsolidated		Consolidated
	production		Marketing		Corporation		affiliates		total
Three months ended June 30, 2019:
Revenue and other:
Natural gas sales	$	553,372		—		—		—		553,372
Natural gas liquids sales		303,963		—		—		—		303,963
Oil sales		49,062		—		—		—		49,062
Commodity derivative fair value gains		328,427		—		—		—		328,427
Gathering, compression, water handling and treatment		—		—		264,152		(264,152)		—
Marketing		—		63,080		—		—		63,080
Other income		1,760		—		(8,534)		8,534		1,760
Total	$	1,236,584		63,080		255,618		(255,618)		1,299,664

Operating expenses:
Lease operating	$	40,857		—		50,549		(50,549)		40,857
Gathering and compression		210,149		—		12,311		(12,311)		210,149
Processing		193,018		—		—		—		193,018
Transportation		163,667		—		—		—		163,667
Production and ad valorem taxes		30,968		—		1,138		(1,138)		30,968
Marketing		—		137,539		—		—		137,539
Exploration		314		—		—		—		314
Impairment of oil and gas properties		130,999		—		—		—		130,999
Impairment of midstream assets		—		—		594		(594)		—
Depletion, depreciation, and amortization		242,302		—		36,447		(36,447)		242,302
Loss on sale of assets		951		—		—		—		951
Accretion of asset retirement obligations		918		—		69		(69)		918
General and administrative (excluding equity-based compensation)		35,833		—		13,079		(13,079)		35,833
Equity-based compensation		6,549		—		21,543		(21,543)		6,549
Change in fair value of contingent acquisition consideration		—				2,297		(2,297)		—
Contract termination and rig stacking		5,604		—		—		—		5,604
Total		1,062,129		137,539		138,027		(138,027)		1,199,668
Operating income (loss)	$	174,455		(74,459)		117,591		(117,591)		99,996

Equity in earnings of unconsolidated affiliates	$	13,585		—		13,623		(13,623)		13,585

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					Equity Method		Elimination of
					Investment in		intersegment
	Exploration				Antero		transactions and
	and				Midstream		unconsolidated		Consolidated
	production		Marketing		Corporation		affiliates		total
Three months ended June 30, 2020:
Revenue and other:
Natural gas sales	$	367,415		—		—		—		367,415
Natural gas liquids sales		212,197		—		—		—		212,197
Oil sales		8,322		—		—		—		8,322
Commodity derivative fair value losses		(168,015)		—		—		—		(168,015)
Gathering, compression, water handling and treatment		—		—		237,342		(237,342)		—
Marketing		—		64,285		—		—		64,285
Other income		707		—		(17,606)		17,606		707
Total	$	420,626		64,285		219,736		(219,736)		484,911

Operating expenses:
Lease operating	$	24,742		—		—		—		24,742
Gathering and compression		202,773		—		42,067		(42,067)		202,773
Processing		242,592		—		—		—		242,592
Transportation		186,480		—		—		—		186,480
Production and ad valorem taxes		19,992		—		—		—		19,992
Marketing		—		113,053		—		—		113,053
Exploration		231		—		—		—		231
Impairment of oil and gas properties		37,350		—		—		—		37,350
Depletion, depreciation, and amortization		214,035		—		27,745		(27,745)		214,035
Accretion of asset retirement obligations		1,111		—		61		(61)		1,111
General and administrative (excluding equity-based compensation)		30,430		—		9,725		(9,725)		30,430
Equity-based compensation		7,973		—		2,697		(2,697)		7,973
Contract termination and rig stacking and other expenses		11,071		—		2,715		(2,715)		11,071
Total		978,780		113,053		85,010		(85,010)		1,091,833
Operating income (loss)	$	(558,154)		(48,768)		134,726		(134,726)		(606,922)

Equity in earnings of unconsolidated affiliates	$	20,228		—		20,947		(20,947)		20,228

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Exploration and Production Segment Results for the Three Months Ended June 30, ~~2018~~2019 Compared to the Three Months Ended June 30, ~~2019~~2020

The following table sets forth selected operating data of the exploration and production segment for the three months ended June 30, ~~2018~~2019 compared to the three months ended June 30, ~~2019:~~2020:


	Three months ended June 30,				Amount of Increase		Percent		Three months ended June 30,				Amount of Increase		Percent
	2018		2019		(Decrease)		Change		2019		2020		(Decrease)		Change
Production data:
Natural gas (Bcf)		167		208		41	25	%		208		215		7	3	%
C2 Ethane (MBbl)		3,290		3,720		430	13	%		3,720		4,622		902	24	%
C3+ NGLs (MBbl)		6,414		9,576		3,162	49	%		9,576		11,935		2,359	25	%
Oil (MBbl)		632		940		308	49	%		940		1,004		64	7	%
Combined (Bcfe)		229		294		65	28	%		294		320		26	9	%
Daily combined production (MMcfe/d)		2,520		3,226		706	28	%		3,226		3,521		295	9	%
Average prices before effects of derivative settlements ⁽¹⁾:
Natural gas (per Mcf)	$	2.83	$	2.66	$	(0.17)	(6)	%	$	2.66	$	1.71	$	(0.95)	(36)	%
C2 Ethane (per Bbl)	$	9.93	$	8.16	$	(1.77)	(18)	%	$	8.16	$	5.76	$	(2.40)	(29)	%
C3+ NGLs (per Bbl)	$	34.81	$	28.57	$	(6.24)	(18)	%	$	28.57	$	15.55	$	(13.02)	(46)	%
Oil (per Bbl)	$	61.55	$	52.19	$	(9.36)	(15)	%	$	52.19	$	8.29	$	(43.90)	(84)	%
Weighted Average Combined (per Mcfe)	$	3.35	$	3.09	$	(0.26)	(8)	%	$	3.09	$	1.83	$	(1.26)	(41)	%
Average realized prices after effects of derivative settlements⁽¹⁾:
Natural gas (per Mcf)	$	3.50	$	2.86	$	(0.64)	(18)	%	$	2.86	$	2.79	$	(0.07)	(2)	%
C2 Ethane (per Bbl)	$	9.93	$	8.16	$	(1.77)	(18)	%	$	8.16	$	5.66	$	(2.50)	(31)	%
C3+ NGLs (per Bbl)	$	33.10	$	28.67	$	(4.43)	(13)	%	$	28.67	$	20.23	$	(8.44)	(29)	%
Oil (per Bbl)	$	52.11	$	53.49	$	1.38	3	%	$	53.49	$	33.47	$	(20.02)	(37)	%
Weighted Average Combined (per Mcfe)	$	3.77	$	3.24	$	(0.53)	(14)	%	$	3.24	$	2.81	$	(0.43)	(13)	%
Average costs (per Mcfe):
Lease operating	$	0.14	$	0.14	$	—	—	%	$	0.14	$	0.08	$	(0.06)	(43)	%
Gathering, compression, processing, and transportation	$	1.79	$	1.93	$	0.14	8	%
Production and ad valorem taxes	$	0.11	$	0.11	$	—	—	%
Marketing expense, net	$	0.23	$	0.25	$	0.02	9	%
Depletion, depreciation, amortization, and accretion	$	0.88	$	0.83	$	(0.05)	(6)	%
Gathering and compression									$	0.72	$	0.63	$	(0.09)	(13)	%
Processing									$	0.66	$	0.76	$	0.10	15	%
Transportation									$	0.56	$	0.58	$	0.02	4	%
Production taxes									$	0.11	$	0.06	$	(0.05)	(45)	%
Marketing, net									$	0.25	$	0.15	$	(0.10)	(40)	%
Depletion, depreciation, amortization and accretion									$	0.83	$	0.67	$	(0.16)	(19)	%
General and administrative (excluding equity-based compensation)	$	0.15	$	0.12	$	(0.03)	(20)	%	$	0.12	$	0.09	$	(0.03)	(25)	%

(1)

Average sales prices shown in the table reflect both the before and after effects of our settled commodity derivatives. Our calculation of such after effects includes gains on settlements of commodity derivatives, ~~but does not include proceeds from derivative monetizations,~~ which do not qualify for hedge accounting because we do not designate or document them as hedges for accounting purposes. Oil and NGLs production was converted at 6 Mcf per Bbl to calculate total Bcfe production and per Mcfe amounts. This ratio is an estimate of the equivalent energy content of the products and does not necessarily reflect their relative economic value.

Natural gas sales. Revenues from production of natural gas ~~increased~~decreased from ~~$474 million for the three months ended June 30, 2018 to~~ $553 million for the three months ended June 30, 2019 ~~an increase~~to $367 million for the three months ended June 30, 2020, a decrease of ~~$79~~$186 million, or ~~17%~~34% (calculated as the change in year-over-year volumes times the change in year-to-year average price). Increased natural gas production volumes accounted for an approximate ~~$116~~$18 million increase in year-over-year ~~product~~ natural gas revenues (calculated as the change in year-to-year volumes times the prior year average price), and changes in our prices, excluding the effects of derivative settlements, accounted for an approximate ~~$37~~$204 million decrease in year-over-year ~~product~~ revenues (calculated as the change in the year-to-year average price times current year production volumes).

NGLs sales. Revenues from production of NGLs ~~increased~~decreased from ~~$256 million for the three months ended June 30, 2018 to~~ $304 million for the three months ended June 30, 2019 ~~an increase~~to $212 million for the three months ended June 30, 2020, a decrease of ~~$48~~$92 million, or ~~19%~~30% (calculated as the change in year-over-year volumes times the change in year-to-year average price). Increased NGLs production volumes accounted for an approximate ~~$114~~$75 million increase in year-over-year ~~product NGLs~~NGL revenues (calculated as the change in year-to-year volumes times the prior year average price), and changes in our prices, excluding the effects of derivative settlements, accounted for an approximate ~~$66~~$167 million decrease in year-over-year ~~product~~ revenues (calculated as the change in the year-to-year average price times current year production volumes).

Table of Contents

Oil sales. Revenues from production of oil ~~increased~~decreased from ~~$39 million for the three months ended June 30, 2018 to~~ $49 million for the three months ended June 30, 2019 ~~an increase~~to $8 million for the three months ended June 30, 2020, a decrease of ~~$10~~$41 million, or ~~26%~~83% (calculated as the change in year-over-year volumes times the change in year-to-year average price). Increased oil production volumes accounted for an approximate ~~$19~~$3 million increase in year-over-year ~~product~~ oil revenues (calculated as the change in year-to-year volumes times the prior year average price), and changes in our prices, excluding the effects of derivative settlements, accounted for an approximate $9$44 million decrease in year-over-year ~~product~~ revenues (calculated as the change in the year-to-year average price times current year production volumes).

~~Table of Contents~~

~~During the three months ended June~~ 30, 2018 and 2019, our natural gas prices and revenues were negatively affected by contractual issues with certain of our customers. For more information on these disputes, please see Note 14 to the unaudited condensed consolidated financial statements or “Item 1. Legal Proceedings” included elsewhere in this Quarterly Report on Form 10-Q.

Commodity derivative fair value ~~gains.~~gains (losses). To achieve more predictable cash flows, and to reduce our exposure to price fluctuations, we enter into fixed for variable price swap contracts, basis swap contracts and collar contracts when management believes that favorable future sales prices for our production can be secured. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment. Consequently, all mark-to-market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our statements of operations. ~~For the three months ended June 30, 2018 and 2019, our commodity hedges resulted in derivative fair value gains of $55 million and $328 million, respectively.~~ The commodity derivative fair value gains (losses) included ~~$96~~$45 million and ~~$45~~$314 million of gains on cash settled derivatives for the three months ended June 30, ~~2018~~2019 and 2020, respectively. For the three months ended June 30, 2019 and 2020, our commodity hedges resulted in derivative fair value gains of $328 million and losses of $168 million, respectively.

Commodity derivative fair value gains or losses vary based on future commodity prices and have no cash flow impact until the derivative contracts are settled or monetized prior to settlement. Derivative asset or liability positions at the end of any accounting period may reverse to the extent future commodity prices increase or decrease from their levels at the end of the accounting period, or as gains or losses are realized through settlement. We expect continued volatility in commodity prices and the related fair value of our derivative instruments in the future.

Other income. Other income decreased from ~~$5 million for the three months ended June 30, 2018 to~~ $2 million for the three months ended June 30, ~~2019.~~2019 to $1 million for the three months ended June 30, 2020.

Lease operating expense. Lease operating expense ~~increased~~decreased from ~~$32 million for the three months ended June 30, 2018 to~~ $41 million for the three months ended June 30, 2019 ~~an increase~~to $25 million for the three months ended June 30, 2020, a decrease of ~~26%~~$16 million, or 39%. ~~This increase is primarily due to a 28% increase in production.~~ On a per unit basis, lease operating expenses ~~remained flat at~~decreased from $0.14 ~~per Mcfe~~ for the three months ended June 30, ~~2018~~2019 to $0.08 for the three months ended June 30, 2020. This decrease is primarily due to decreased water handling costs resulting from improved operating efficiencies including the reuse of produced and ~~2019.~~flowback water in completion operations.

Gathering, compression, processing, and transportation expense. Gathering, compression, processing, and transportation expense increased from ~~$410 million for the three months ended June 30, 2018 to~~ $567 million for the three months ended June 30, ~~2019.~~2019 to $632 million for the three months ended June 30, 2020. This is primarily a result of the 9% increase in production. ~~On a~~Gathering and compression costs decreased from $0.72 per Mcfe ~~basis, total gathering, compression, processing~~to $0.63 per Mcfe primarily as a result of decreased costs associated with fuel as a result of a decrease in natural gas prices and ~~transportation expenses~~a $12 million incentive fee rebate from Antero Midstream Corporation. Processing costs increased from ~~$1.79~~$0.66 to $0.76 per Mcfe ~~for the three months ended June 30, 2018 to $1.93~~as a result of increased NGL production in our production mix. Processing costs remained relatively unchanged per ~~Mcfe for the three months ended June 30, 2019. Processing~~NGL barrel. Our transportation costs increased from $0.56 per Mcfe ~~for the three months ended June 30, 2018~~ to ~~$0.65~~$0.58 per Mcfe ~~for~~due to increased rates on the three months ended June 30, 2019, as NGL production has increased as a proportion of our Mcfe production. Processing costs on a per Bbl basis have remained relatively consistent. Transportation costs increased from $0.50 per Mcfe for the three months ended June 30, 2018 to $0.56 per Mcfe for the three months ended June 30, 2019, primarily as a result of the Mountaineer Xpress pipeline placed in service in February 2019. These increases were slightly offset by a $0.01 per Mcfe decrease quarter over quarter in other gathering and compression expenses.Rockies Express pipeline.

Production and ad valorem tax expense. ~~Total production~~Production and ad valorem taxes ~~increased from $25 million for the three months ended June 30, 2018 to $31 million for the three months ended June~~ ~~30, 2019 as a result of an increase in production revenues. On a per Mcfe basis, production and ad valorem taxes remained flat at $0.11 per Mcfe for the three months ended June 30, 2018 and 2019.~~

~~Exploration expense~~~~. Exploration expense representing expenses incurred for unsuccessful lease acquisition efforts~~ decreased from ~~$1.5 million for the three months ended June 30, 2018 to less than $1~~$31 million for the three months ended June 30, 2019 to $20 million for the three months ended June 30, 2020, a decrease of $11 million, or 35%. This decrease is primarily as ~~leasing activities declined.~~a result of decreases in commodity prices. Production and ad valorem taxes as a percentage of natural gas revenues decreased slightly from 6% in the three months ended June 30, 2019, to 5% for the three months ended June 30, 2020.

Impairment of oil and gas properties. Impairment of oil and gas properties decreased from ~~$134 million for the three months ended June 30, 2018 to~~ $131 million for the three months ended June 30, 2019 ~~due~~to $37 million for the three months ended June 30, 2020, a decrease of $94 million, or 71%. We recognized impairments primarily related to expiring leases and ~~impairment of~~the design and initial costs related to pads ~~that are~~we no longer ~~planned~~plan to ~~be placed~~place into service. We charge impairment expense for ~~expired or soon-to-be expired~~expiring leases when we determine they are impaired based on factors such as remaining lease terms, reservoir performance, commodity price outlooks, and future plans to develop the acreage.

Depletion, depreciation, and amortization expense (“DD&A”). DD&A expense ~~increased~~decreased from ~~$201 million for the three months ended June 30, 2018 to~~ $242 million for the three months ended June 30, 2019 ~~primarily due~~ to ~~increased production.~~$214 million for the three months ended June 30, 2020, a decrease of $28 million, or 12%. DD&A per Mcfe decreased from ~~$0.88~~$0.83 per Mcfe during the three months ended June 30, ~~2018~~2019 to ~~$0.83~~$0.67 per Mcfe during the three months ended June 30, 2020, as our depletable reserve volumes at June 30, 2020 increased slightly due to increased production and our depletable cost base decreased from June 30, 2019 due to an impairment in the value of our Utica properties of $881 million on September 30, 2019.

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~~ended June 30, 2019, as our net oil and gas reserve volumes increased more than our net costs. As a result of theTransactions and the associated deconsolidation of Antero Midstream Partners, our oil and gas reserves have been redetermined on a stand-alone basis.~~

General and administrative expense. General and administrative expense (excluding equity-based compensation expense) ~~increased from $33 million for the three months ended June 30, 2018 to~~was $36 million for the three months ended June 30, 2019 and $30 million for the three months ended June 30, 2020, a decrease of $6 million, or 15%. This decrease was primarily due to ~~an increase~~decreases in ~~legal~~employee related expenses ~~for corporate matters.~~in the three months ended June 30, 2020 as a result of ongoing cost savings initiatives related to lower headcount in 2020. We had 590 employees as of June 30, 2019 and 524 employees as of June 30, 2020. On a per-unit basis, general and administrative expense excluding equity-based compensation decreased by ~~20%~~25%, from ~~$0.15 per Mcfe during the three months ended June 30, 2018 to~~ $0.12 per Mcfe during the three months ended June 30, 2019 to $0.09 per Mcfe during the three months ended June 30, 2020 as the ~~increase in expenses from 2018 to 2019 was more than offset by the increase in production. We had 608 employees as of June 30, 2018 and 590 employees as of June 30, 2019.~~expense decreased while production increased.

Equity-based compensation expense. Noncash equity-based compensation expense ~~decreased from $13 million for the three months ended June 30, 2018 to~~remained relatively flat at $7 million for the three months ended June 30, 2019 ~~as a result of equity award forfeitures, as well as a decrease in the total value of awards to officers~~ and ~~employees in 2019 as compared to 2018. When an equity award is forfeited, expense previously recognized~~$8 million for the ~~award is reversed.~~three months ended June 30, 2020. See Note 910—Equity Based Compensation to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information on equity-based compensation awards.

Contract termination and rig stacking. We incurred contract termination and rig stacking costs of ~~$5.6~~$6 million during the three months ended June 30, 2019 ~~representing~~compared to $11 million for the three months ended June 30, 2020. Contract termination and rig stacking costs represent fees incurred upon the delay or cancellation of drilling and completion contracts with third-party contractors in ~~the first quarter of 2019~~order to align our drilling and completion activity level with our ~~2019~~ capital budget.

Discussion of the Marketing Segment for the Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2020

Marketing. We have entered into long-term firm transportation agreements for our current and expected future production to secure guaranteed capacity to favorable markets. Where feasible, we purchase and sell third-party natural gas and NGLs to utilize our excess firm transportation capacity, or release capacity to third parties to conduct these activities on our behalf, to reduce our net costs related to the unused capacity under these transportation agreements.

Operating losses on our marketing activities, or our net marketing expense, decreased from $74 million, or $0.25 per Mcfe, for the three months ended June 30, 2019 to $49 million, or $0.15 per Mcfe, for the three months ended June 30, 2020. The decrease was driven by higher volumes and the mitigation of some of our excess firm transportation expense.

Marketing revenues remained relatively flat at $63 million for the three months ended June 30, 2019 and $64 million for the three months ended June 30, 2020. Marketing expenses decreased from $138 million for the three months ended June 30, 2019 to $113 million for the three months ended June 30, 2020, a decrease of $24 million, or 18%. Marketing expenses include firm transportation costs related to current excess firm capacity as well as the cost of third-party purchased gas and NGLs. Firm transportation costs included in the expenses above were $66 million and $41 million for the three months ended June 30, 2019 and 2020, respectively.

Discussion of Antero Midstream Corporation Segment for the Three Months Ended June 30, ~~2018~~2019 Compared to the Three Months Ended June 30, ~~2019~~2020

Through March 12, 2019, the results of Antero Midstream Partners were included in the consolidated financial statements of Antero. Effective March 13, 2019, the results of Antero Midstream Partners were no longer consolidated in Antero’s results. See Note 3 to the unaudited condensed consolidated financial statements for further discussion on the Transactions. The three months ended June 30, 2018 include the results of Antero ~~Midstream Partners while the three months ended June 30, 2019 account for our interest in Antero Midstream Corporation as an equity method investment.~~

Antero Midstream Corporation. Revenue from the Antero Midstream Corporation segment ~~increased~~decreased from ~~$251~~$256 million for the three months ended June 30, ~~2018~~2019 to ~~$256~~$220 million for the three months ended June 30, ~~2019, an increase~~2020, a decrease of $5$36 million, or 2%14%, primarily due to ~~an increase~~a reduction in ~~wells serviced by Antero Midstream Partners’ system as well as new gathering lines and compressor stations placed into service partially offset by a decrease in freshwater delivery.~~water handling revenues. Total operating expenses related to the segment decreased from ~~$140 million for the three months ended June 30, 2018 to~~ $138 million for the three months ended June 30, 2019 ~~primarily due~~ to ~~decreased in operating costs partially offset by increased general and administrative costs including equity-based compensation.~~

~~In addition, Antero Midstream Partners had equity in earnings of unconsolidated affiliates of $9 million and $14~~$85 million for the three months ended June 30, ~~2018 and 2019, respectively.~~

~~Discussion of the Marketing Segment for the Three Months Ended June 30, 2018 Compared to the Three Months Ended June 30, 2019~~

~~Marketing.~~ Where feasible, we purchase and sell third-party natural gas and NGLs and market our excess firm transportation capacity, or engage third parties to conduct these activities on our behalf, to optimize the revenues and reduce our net costs related to the unused capacity under these transportation agreements. We have entered into long-term firm transportation agreements for a significant portion of our current and expected future production to secure guaranteed capacity to favorable markets.

~~Marketing revenues were $160 million and $63 million, and expenses were $213 million and $138 million, for the three months ended June 30, 2018 and 2019, respectively, related to these activities.~~

Marketing expenses include firm transportation costs related to current excess capacity as well as the cost of third-party purchased gas and NGLs. This includes firm transportation costs of $41 million and $66 million for the three months ended June 30, 2018 and 2019, respectively, which increased2020. The decrease was primarily due to ~~increased excess capacity charges related to new firm transportation lines being placed into service~~a reduction in ~~late 2018 and~~operating expenses in the ~~first quarter of 2019.~~water handling segment including direct operating expense and depreciation.

~~Operating losses on our marketing activities were $53 million and $74 million, or $0.23 per Mcfe and $0.25 per Mcfe, for the three months ended June~~ ~~30, 2018 and 2019, respectively.~~

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Discussion of Items Not Allocated to Segments for the Three Months Ended June 30, ~~2018~~2019 Compared to the Three Months Ended June 30, ~~2019~~2020

Interest ~~expense~~expense. ~~. Interest~~Our interest expense decreased from ~~$69 million for the three months ended June 30, 2018 to~~ $54 million ~~for~~in the three months ended June 30, 2019 ~~due~~ to ~~decreased borrowings under~~$52 million in the ~~Credit Facility and the three month ended June 30, 2019 not including interest related to Antero Midstream Partners’ debt. The~~ three months ended June 30, ~~2018 include the results~~2020, a decrease of ~~Antero~~ ~~Midstream Partners while the three months ended June~~ ~~30, 2019 account for~~$2 million, or 4%. This decrease was due to a decrease in total indebtedness resulting from repurchases of our ~~interest in Antero Midstream Corporation as an equity method investment.~~unsecured senior notes at prices below their stated value. Interest expense ~~includes~~included approximately ~~$3.2~~$2.6 million and ~~$2.6~~$2.3 million of non-cash amortization of deferred financing costs for the three months ended June 30, ~~2018~~2019 and ~~2019,~~2020, respectively.

~~Income tax (expense) benefit~~Transaction expense. ~~. Income tax (expense) benefit changed from a deferred tax benefit~~We incurred transaction expense of ~~$26~~$6 million ~~with an effective tax rate of 28%, for~~in the three months ended June 30, ~~2018~~2020 and did not incur comparable costs in the three months ended June 30, 2019. These expenses included legal and transaction fees associated with the sale of our overriding royalty interest and the creation of Martica. See Note 4—Conveyance of Overriding Royalty Interest to the

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unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information on the transaction.

Income tax expense/benefit. Income tax expense decreased from a deferred tax expense of $17 million, with an effective tax rate of 29%, for the three months ended June 30, ~~2019.~~2019 to a deferred tax benefit of $142 million, with an effective tax rate of 23%, for the three months ended June 30, 2020. The change was primarily a result of the ~~increase~~decrease in book net income due to the ~~Transactions and the associated deconsolidation of Antero Midstream Partners.~~reduction in revenue resulting from commodity price decreases.

~~At December~~ 31, 2018, we had significant NOLs for U.S. federal and state income tax purposes. We will utilize a substantial portion of our NOLs to offset the taxable gain from the Transactions. Future interpretations of existing tax laws that vary from our current interpretation, and possible changes to state tax laws in response to the recently enacted federal legislation, may have a significant effect on our future taxable position. The impact of any such change would be recorded in the period in which such interpretation is received or legislation is enacted.

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Six Months Ended June 30, ~~2018~~2019 Compared to Six Months Ended June 30, ~~2019~~

2020

The operating results of ~~the Company’s~~our reportable segments were as follows for the six months ended June 30, ~~2018~~2019 and ~~2019~~2020 (in thousands):

Exploration
and
production

Marketing

Midstream

Elimination of
intersegment
transactions

Consolidated
total

Six months ended June 30, 2018:

Revenue and other:

Natural gas sales

$
971,203

—

—

—

971,203

Natural gas liquids sales

490,155

—

—

—

490,155

Oil sales

69,146

—

—

—

69,146

Commodity derivative fair value gains
��

77,773

—

—

—

77,773

Gathering, compression, and water handling and treatment

—

—

479,983

(469,530)

10,453

Marketing

—

304,591

—

—

304,591

Marketing derivative fair value gains

—

94,124

—

—

94,124

Gain on sale of assets

—

—

583

(583)

—

Other income

11,054

—

—

(11,054)

—

Total

$
1,619,331

398,715

480,566

(481,167)

2,017,445

Operating expenses:

Lease operating

$
63,574

—

117,090

(123,778)

56,886

Gathering, compression, processing, and transportation

794,053

—

23,768

(218,097)

599,724

Production and ad valorem taxes

49,693

—

2,021

—

51,714

Marketing

—

409,159

—

—

409,159

Exploration

3,356

—

—

—

3,356

Impairment of oil and gas properties

184,973

—

—

—

184,973

Impairment of gathering systems and facilities

—

—

8,501

—

8,501

Accretion of asset retirement obligations

1,322

—

68

—

1,390

Depletion, depreciation, and amortization

396,981

—

69,313

—

466,294

General and administrative (excluding equity-based compensation)

64,933

—

17,871

(1,314)

81,490

Equity-based compensation

28,149

—

12,078

—

40,227

Change in fair value of contingent acquisition consideration

—

—

7,821

(7,821)

—

Total

1,587,034

409,159

258,531

(351,010)

1,903,714

Operating income (loss)

$
32,297

(10,444)

222,035

(130,157)

113,731

Equity in earnings of unconsolidated affiliates

$
—

—

17,126

—

17,126


					Equity Method		Elimination of
					Investment in		intersegment
	Exploration				Antero		transactions and
	and				Midstream		unconsolidated		Consolidated
	production		Marketing		Corporation		affiliates		total
Six months ended June 30, 2019:
Revenue and other:
Natural gas sales	$	1,210,638		—		—		—		1,210,638
Natural gas liquids sales		617,648		—		—		—		617,648
Oil sales		97,114		—		—		—		97,114
Commodity derivative fair value gains		251,059		—		—		—		251,059
Gathering, compression, water handling and treatment		—		—		320,041		(315,562)		4,479
Marketing		—		154,266		—		—		154,266
Other income		3,518		—		(10,315)		8,664		1,867
Total	$	2,179,977		154,266		309,726		(306,898)		2,337,071

Operating expenses:
Lease operating		83,826		—		62,377		(63,614)		82,589
Gathering and compression		422,982		—		15,233		(125,719)		312,496
Processing		363,017		—		—		—		363,017
Transportation		315,850		—		—		—		315,850
Production and ad valorem taxes		65,706		—		1,370		(430)		66,646
Marketing		—		300,623		—		—		300,623
Exploration		440		—		—		—		440
Impairment of oil and gas properties		212,243		—		—		—		212,243
Impairment of midstream assets		—		—		7,576		(594)		6,982
Depletion, depreciation, and amortization		460,796		—		44,097		(22,390)		482,503
Loss on sale of assets		951		—		—		—		951
Accretion of asset retirement obligations		1,831				79		(16)		1,894
General and administrative (excluding equity-based compensation)		79,315		—		21,465		(30,423)		70,357
Equity-based compensation		12,975		—		32,966		(5,714)		40,227
Change in fair value of contingent acquisition consideration		—		—		3,346		(3,346)		—
Contract termination and rig stacking		13,964		—		—		—		13,964
Total		2,033,896		300,623		188,509		(252,246)		2,270,782
Operating income (loss)	$	146,081		(146,357)		121,217		(54,652)		66,289

Equity in earnings of unconsolidated affiliates	$	15,402		—		16,503		(4,239)		27,666

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Exploration
and
production

Marketing

Equity Method Investment in Antero Midstream Corporation

Elimination of
intersegment
transactions and
unconsolidated
affiliates

Consolidated
total

Six months ended June 30, 2019:

Revenue and other:

Natural gas sales

$
1,210,638

—

—

—

1,210,638

Natural gas liquids sales

617,648

—

—

—

617,648

Oil sales

97,114

—

—

—

97,114

Commodity derivative fair value gains

251,059

—

—

—

251,059

Gathering, compression, and water handling and treatment

—

—

320,041

(315,562)

4,479

Marketing

—

154,266

—

—

154,266

Other income (loss)

3,518

—

(10,315)

8,664

1,867

Total

$
2,179,977

154,266

309,726

(306,898)

2,337,071

Operating expenses:

Lease operating

$
83,826

—

62,377

(63,614)

82,589

Gathering, compression, processing, and transportation

1,101,849

—

15,233

(125,719)

991,363

Production and ad valorem taxes

65,706

—

1,370

(430)

66,646

Marketing

—

300,623

—

—

300,623

Exploration

440

—

—

—

440

Impairment of oil and gas properties

212,243

—

—

—

212,243

Impairment of gathering systems and facilities

—

—

7,576

(594)

6,982

Depletion, depreciation, and amortization

460,796

—

44,097

(22,390)

482,503

Loss on sale of assets

951

—

—

—

951

Accretion of asset retirement obligations

1,831

—

79

(16)

1,894

General and administrative (excluding equity-based compensation)

79,315

—

21,465

(30,423)

70,357

Equity-based compensation

12,975

—

32,966

(5,714)

40,227

Change in fair value of contingent acquisition consideration

—

—

3,346

(3,346)

—

Contract termination and rig stacking

13,964

—

—

—

13,964

Total

2,033,896

300,623

188,509

(252,246)

2,270,782

Operating income (loss)

$
146,081

(146,357)

121,217

(54,652)

66,289

Equity in earnings of unconsolidated affiliates

$
15,402

—

16,503

(4,239)

27,666


					Equity Method		Elimination of
					Investment in		intersegment
	Exploration				Antero		transactions and
	and				Midstream		unconsolidated		Consolidated
	production		Marketing		Corporation		affiliates		total
Six months ended June 30, 2020:
Revenue and other:
Natural gas sales	$	778,497		—		—		—		778,497
Natural gas liquids sales		469,870		—		—		—		469,870
Oil sales		43,968		—		—		—		43,968
Commodity derivative fair value gains		397,818		—		—		—		397,818
Gathering, compression, water handling and treatment		—		—		498,655		(498,655)		—
Marketing		—		110,358		—		—		110,358
Other income		1,505		—		(35,211)		35,211		1,505
Total	$	1,691,658		110,358		463,444		(463,444)		1,802,016

Operating expenses:
Lease operating	$	50,386		—		—		—		50,386
Gathering and compression		395,781		—		90,795		(90,795)		395,781
Processing		452,828		—		—		—		452,828
Transportation		371,860		—		—		—		371,860
Production and ad valorem taxes		45,691		—		—		—		45,691
Marketing		—		206,326		—		—		206,326
Exploration		441		—		—		—		441
Impairment of oil and gas properties		126,570		—		—		—		126,570
Impairment of midstream assets		—		—		664,544		(664,544)		—
Depletion, depreciation, and amortization		413,712		—		55,088		(55,088)		413,712
Accretion of asset retirement obligations		2,215		—		103		(103)		2,215
General and administrative (excluding equity-based compensation)		58,322		—		19,924		(19,924)		58,322
Equity-based compensation		11,302		—		6,035		(6,035)		11,302
Contract termination and rig stacking and other expenses		11,071		—		11,393		(11,393)		11,071
Total		1,940,179		206,326		847,882		(847,882)		2,146,505
Operating loss	$	(248,521)		(95,968)		(384,438)		384,438		(344,489)

Equity in earnings (loss) of unconsolidated affiliates	$	(107,827)		—		40,024		(40,024)		(107,827)

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Exploration and Production Segment Results for the Six Months Ended June 30, ~~2018~~2019 Compared to the Six Months Ended June 30, ~~2019~~2020

The following table sets forth selected operating data of the exploration and production segment for the six months ended June 30, ~~2018~~2019 compared to the six months ended June 30, ~~2019:~~2020:


													Amount of
	Six months ended June 30,				Amount of Increase		Percent		Six months ended June 30,				Increase		Percent
	2018		2019		(Decrease)		Change		2019		2020		(Decrease)		Change
Production data:
Natural gas (Bcf)		326		407		81	25	%		407		423		16	4	%
C2 Ethane (MBbl)		6,320		7,229		909	14	%		7,229		9,227		1,998	28	%
C3+ NGLs (MBbl)		12,107		18,370		6,263	52	%		18,370		22,767		4,397	24	%
Oil (MBbl)		1,161		1,958		797	69	%		1,958		1,941		(17)	(1)	%
Combined (Bcfe)		443		572		129	29	%		572		627		55	10	%
Daily combined production (MMcfe/d)		2,448		3,163		715	29	%		3,163		3,444		281	9	%
Average prices before effects of derivative settlements⁽¹⁾:
Natural gas (per Mcf)	$	2.98	$	2.97	$	(0.01)	(0)	%	$	2.97	$	1.84	$	(1.13)	(38)	%
C2 Ethane (per Bbl)	$	9.46	$	9.11	$	(0.35)	(4)	%	$	9.11	$	5.79	$	(3.32)	(36)	%
C3+ NGLs (per Bbl)	$	35.55	$	30.04	$	(5.51)	(15)	%	$	30.04	$	18.29	$	(11.75)	(39)	%
Oil (per Bbl)	$	59.54	$	49.61	$	(9.93)	(17)	%	$	49.61	$	22.65	$	(26.96)	(54)	%
Weighted Average Combined (per Mcfe)	$	3.45	$	3.36	$	(0.09)	(3)	%	$	3.36	$	2.06	$	(1.30)	(39)	%
Average realized prices after effects of derivative settlements⁽¹⁾:
Natural gas (per Mcf)	$	3.67	$	3.32	$	(0.35)	(10)	%	$	3.32	$	2.84	$	(0.48)	(14)	%
C2 Ethane (per Bbl)	$	9.46	$	9.11	$	(0.35)	(4)	%	$	9.11	$	5.74	$	(3.37)	(37)	%
C3+ NGLs (per Bbl)	$	34.07	$	30.09	$	(3.98)	(12)	%	$	30.09	$	21.34	$	(8.75)	(29)	%
Oil (per Bbl)	$	51.66	$	50.23	$	(1.43)	(3)	%	$	50.23	$	40.15	$	(10.08)	(20)	%
Weighted Average Combined (per Mcfe)	$	3.90	$	3.61	$	(0.29)	(7)	%	$	3.61	$	2.90	$	(0.71)	(20)	%
Average costs (per Mcfe):
Lease operating	$	0.14	$	0.15	$	0.01	7	%	$	0.15	$	0.08	$	(0.07)	(47)	%
Gathering, compression, processing, and transportation	$	1.79	$	1.92	$	0.13	7	%
Gathering and compression									$	0.74	$	0.63	$	(0.11)	(15)	%
Processing									$	0.63	$	0.72	$	0.09	14	%
Transportation									$	0.55	$	0.59	$	0.04	7	%
Production and ad valorem taxes	$	0.11	$	0.11	$	—	—	%	$	0.11	$	0.07	$	(0.04)	(36)	%
Marketing expense (gain), net	$	0.24	$	0.26	$	0.02	8	%
Marketing expense, net									$	0.26	$	0.15	$	(0.11)	(42)	%
Depletion, depreciation, amortization, and accretion	$	0.90	$	0.81	$	(0.09)	(10)	%	$	0.81	$	0.66	$	(0.15)	(19)	%
General and administrative (excluding equity-based compensation)	$	0.15	$	0.14	$	(0.01)	(7)	%	$	0.14	$	0.09	$	(0.05)	(36)	%

(1)

Natural gas sales. Revenues from production of natural gas ~~increased~~decreased from ~~$971 million for the six months ended June 30, 2018 to~~ $1.2 billion for the six months ended June 30, 2019 ~~an increase~~to $778 million for the six months ended June 30, 2020, a decrease of ~~$239~~$432 million, or ~~25%~~36% (calculated as the change in year-over-year volumes times the change in year-to-year average price). Increased natural gas production volumes accounted for an approximate ~~$241~~$47 million increase in year-over-year ~~product~~ natural gas revenues (calculated as the change in year-to-year volumes times the prior year average price), and changes in our prices, excluding the effects of derivative settlements, accounted for an approximate $2$479 million decrease in year-over-year ~~product~~ revenues (calculated as the change in the year-to-year average price times current year production volumes).

NGLs sales. Revenues from production of NGLs ~~increased~~decreased from ~~$490 million for the six months ended June 30, 2018 to~~ $618 million for the six months ended June 30, 2019 ~~an increase~~to $470 million for the six months ended June 30, 2020, a decrease of ~~$128~~$148 million, or ~~26%~~24% (calculated as the change in year-over-year volumes times the change in year-to-year average price). Increased NGLs production volumes accounted for an approximate ~~$231~~$150 million increase in year-over-year ~~product NGLs~~NGL revenues (calculated as the change in year-to-year volumes times the prior year average

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price), and changes in our prices, excluding the effects of derivative settlements, accounted for an approximate ~~$103~~$298 million decrease in year-over-year ~~product~~ revenues (calculated as the change in the year-to-year average price times current year production volumes).

Oil sales. Revenues from production of oil ~~increased~~decreased from ~~$69 million for the six months ended June 30, 2018 to~~ $97 million for the six months ended June 30, 2019 ~~an increase~~to $44 million for the six months ended June 30, 2020, a decrease of ~~$28~~$53 million, or ~~40%~~55% (calculated as the change in year-over-year volumes times the change in year-to-year average price). ~~Increased~~Decreased oil production volumes accounted for an approximate ~~$47~~$1 million ~~increase~~decrease in year-over-year ~~product~~ oil revenues (calculated as the change in year-to-year volumes times the prior year average price), and changes in our prices, excluding the effects of derivative settlements, accounted for an approximate ~~$19~~$52 million decrease in year-over-year ~~product~~ revenues (calculated as the change in the year-to-year average price times current year production volumes).

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~~During the six months ended June~~ 30, 2018 and 2019, our natural gas prices and revenues were negatively affected by contractual issues with certain of our customers. For more information on these disputes, please see Note 14 to the unaudited condensed consolidated financial statements or “Item 1. Legal Proceedings” included elsewhere in this Quarterly Report on Form 10-Q.

Commodity derivative fair value gains. To achieve more predictable cash flows, and to reduce our exposure to price fluctuations, we enter into fixed for variable price swap contracts, basis swap contracts and collar contracts when management believes that favorable future sales prices for our production can be secured. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment. Consequently, all mark-to-market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our statements of operations. ~~For the six months ended June 30, 2018 and 2019, our commodity hedges resulted in derivative fair value gains of $78 million and $251 million, respectively.~~ The commodity derivative fair value gains included ~~$197~~$143 million and ~~$143~~$525 million of gains on cash settled derivatives for the six months ended June 30, ~~2018~~2019 and 2020, respectively. For the six months ended June 30, 2019 and 2020, our commodity hedges resulted in derivative fair value gains of $251 million and $398 million, respectively.

Other income. Other income ~~decreased from $11~~remained relatively flat at $2 million for the six months ended June 30, ~~2018 to $4 million for the six months ended June 30, 2019.~~2019 and 2020.

Lease operating expense. Lease operating expense ~~increased~~decreased from ~~$64 million for the six months ended June 30, 2018 to~~ $84 million for the six months ended June 30, 2019 ~~an increase~~to $50 million for the six months ended June 30, 2020, a decrease of ~~32%~~$34 million, or 40%. ~~This increase is primarily due to a 29% increase in production.~~ On a per unit basis, lease operating expenses ~~increased slightly~~decreased from ~~$0.14 for the six months ended June 30, 2018 to~~ $0.15 for the six months ended June 30, 2019 to $0.08 for the six months ended June 30, 2020. This decrease is primarily ~~as a result~~due to decreased water handling costs resulting from improved operating efficiencies including the reuse of ~~increased~~produced and flowback water ~~disposal costs.~~in completion operations.

Gathering, compression, processing, and transportation expense. Gathering, compression, processing, and transportation expense increased from ~~$794 million for the six months ended June 30, 2018 to~~ $1.1 billion for the six months ended June 30, ~~2019.~~2019 to $1.2 billion for the six months ended June 30, 2020. This is primarily a result of the 9% increase in production. ~~On a per Mcfe basis, total gathering,~~Gathering and compression ~~processing and transportation expenses increased~~costs decreased from ~~$1.79~~$0.74 per Mcfe for the six months ended June 30, ~~2018~~2019 to ~~$1.92~~$0.63 per Mcfe for the six months ended June 30, 2019. Processing costs increased from $0.54 per Mcfe for the three months ended June 30, 2018 to $0.63 per Mcfe for the three months ended June 30, 2019, as NGL production has increased as a proportion of our Mcfe production. Processing costs on a per Bbl basis have remained relatively consistent. Transportation costs increased from $0.52 per Mcfe for the three months ended June 30, 2018 to $0.55 per Mcfe for the three months ended June 30, 2019,2020 primarily as a result of the Mountaineer Xpress pipeline placed in service in February 2019. Other gathering and compression expenses increased from $0.73 per Mcfe for the three months ended June 30, 2018 to $0.74 per Mcfe for the three months ended June 30, 2019 due to an increase in fees paid to Antero Midstream Partners as our production growth required the use of more compression services.

~~Production and ad valorem tax expense.~~ ~~Total production and ad valorem taxes increased from $50 million for the six months ended June 30, 2018 to $66 million for the six months ended June~~ ~~30, 2019~~decreased costs associated with fuel as a result of ~~an increase~~a decrease in ~~production revenues. On a~~natural gas prices and $24 million in incentive fee rebates from Antero Midstream Corporation. Processing costs increased from $0.63 per Mcfe ~~basis, production and ad valorem taxes remained relatively flat at $0.11~~to $0.72 per Mcfe for the six months ended June 30, ~~2018~~2019 and ~~2019.~~

~~Exploration expense~~~~. Exploration expense representing expenses incurred for unsuccessful lease acquisition efforts decreased~~2020, respectively, due to increased NGL production in our production mix. Processing costs remained relatively unchanged per NGL barrel. Transportation costs increased from ~~$3.4 million~~$0.55 per Mcfe to $0.59 per Mcfe for the six months ended June 30, ~~2018~~2019 and 2020, respectively, primarily due to ~~less than $1~~increased rates on the Rockies Express pipeline and demand charges for Mountaineer Xpress pipeline, which came on line in February 2019.

Production and ad valorem tax expense. Production and ad valorem taxes decreased from $66 million for the six months ended June 30, 2019 to $46 million for the six months ended June 30, 2020, a decrease of $20 million, or 30%. This decrease is primarily as ~~leasing activities declined.~~a result of decreases in commodity prices. Production and ad valorem taxes as a percentage of natural gas revenues remained flat at 5% for the six months ended June 30, 2019 and 2020.

Impairment of oil and gas properties. Impairment of oil and gas properties ~~increased~~decreased from ~~$185 million for the six months ended June 30, 2018 to~~ $212 million for the six months ended June 30, 2019 ~~due~~to $127 million for the six months ended June 30, 2020, a decrease of $86 million, or 40%. We recognized impairments primarily related to expiring leases and ~~impairment of~~the design and initial costs related to pads ~~that are~~we no longer ~~planned~~plan to ~~be placed~~place into service. We charge impairment expense for ~~expired or soon-to-be expired~~expiring leases when we determine they are impaired based on factors such as remaining lease terms, reservoir performance, commodity price outlooks, and future plans to develop the acreage.

Depletion, depreciation, and amortization expense ~~(“DD&A”)~~. DD&A expense ~~increased~~decreased from ~~$397 million for the six months ended June 30, 2018 to~~ $461 million for the six months ended June 30, 2019 ~~primarily due~~ to ~~increased production.~~$414 million for the six months ended June 30, 2020, a decrease of $47 million, or 10%. DD&A per Mcfe decreased from ~~$0.90~~$0.81 per Mcfe during the six months ended June 30, ~~2018~~2019 to ~~$0.81~~$0.66 per Mcfe during the six months ended June 30, 2020, as our

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depletable reserve volumes at June 30, 2020 increased slightly due to increased production and our depletable cost base decreased from June 30, 2019 asdue to an impairment in the value of our ~~net oil and gas reserve volumes increased more than our net costs. As a result~~Utica properties of ~~theTransactions and the associated deconsolidation of Antero Midstream Partners, our oil and gas reserves have been redetermined~~$881 million on ~~a stand-alone basis.~~September 30, 2019.

General and administrative expense. General and administrative expense (excluding equity-based compensation expense) ~~increased~~related to the exploration and production segment decreased from ~~$65 million for the six months ended June 30, 2018 to~~ $79 million for the six months ended June 30, 2019 to $58 million for the six months ended June 30, 2020, a decrease of $21 million, or 27%. This decrease was primarily due to approximately $6.3 million in legal and other expenses related to the Transactions and the associated deconsolidation of Antero Midstream Partners transactions in the six months ended June 30, 2019 as well as ~~an increase~~decreases in ~~other legal costs~~employee related expenses in the six months ended June 30, 2020 as a result of ongoing cost savings initiatives related to ~~corporate matters.~~lower headcount in 2020. We had 590 employees as of June 30, 2019 and 524 employees as of June 30, 2020. On a per-unit basis, general and administrative expense excluding equity-based compensation decreased by 7%36%, from ~~$0.15 per Mcfe during the six months ended June 30, 2018 to~~ $0.14 per Mcfe during the six months ended June 30, 2019 to $0.09 per Mcfe during the six months ended June 30, 2020 as the ~~increase in expenses from 2018 to 2019 was nearly offset by a 29% increase in production. We had 608 employees as of June 30, 2018 and 590 employees as of June 30, 2019.~~expense decreased while production increased.

Equity-based compensation expense. Noncash equity-based compensation expense decreased from ~~$28 million for the six months ended June 30, 2018 to~~ $13 million for the six months ended June 30, 2019 asto $11 million for the six months ended June 30, 2020, a decrease of $2 million, or 15%. This decrease was the result of equity award forfeitures, as well as a decrease in the total value of awards to officers and employees in 2019, ~~as compared to 2018.~~which impacts future expense recognition. When an equity award is forfeited, expense previously recognized for the award is reversed. See Note 910—Equity Based Compensation to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information on equity-based compensation awards.

Contract termination and rig stacking. We incurred contract termination and rig stacking costs of $14 million during the six months ended June 30, 2019 ~~representing~~compared to $11 million for the six months ended June 30, 2020. Contract termination and rig stacking costs represent fees incurred upon the delay or cancellation of drilling and completion contracts with third-party contractors in ~~the first quarter of 2019 in~~ order to align our drilling and completion activity level with our ~~2019~~ capital budget.

Discussion of the Marketing Segment for the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2020

Marketing. We have entered into long-term firm transportation agreements for our current and expected future production in order to secure guaranteed capacity to favorable markets. Where feasible, we purchase and sell third-party natural gas and NGLs to utilize our excess firm transportation capacity, or release capacity to third parties to conduct these activities on our behalf, in order to reduce our net costs related to the unused capacity under these transportation agreements.

Our net marketing expense decreased from $146 million, or $0.26 per Mcfe, for the six months ended June 30, 2019 to $96 million, or $0.15 per Mcfe, for the six months ended June 30, 2020. The decrease was driven by higher volumes and the mitigation of some of our excess firm transportation expense.

Marketing revenues decreased from $154 million for the six months ended June 30, 2019 to $110 million for the six months ended June 30, 2020, a decrease of $44 million, or 28%. The decrease in revenues is due to lower excess firm transportation capacity and decreases in commodity prices in the six months ended June 30, 2020 compared to the six months ended June 30, 2019.

Marketing expenses decreased from $301 million for the six months ended June 30, 2019 to $206 million for the six months ended June 30, 2020, a decrease of $94 million, or 31%. Marketing expenses include firm transportation costs related to current excess firm capacity as well as the cost of third-party purchased gas and NGLs. Firm transportation costs included in the expenses above were $127 million and $88 million for the six months ended June 30, 2019 and 2020, respectively.

Discussion of Antero Midstream Corporation Segment for the Six Months Ended June 30, ~~2018~~2019 Compared to the Six Months Ended June 30, ~~2019~~2020

Through March 12, 2019, the results of Antero Midstream Partners ~~were~~are included in ~~the~~our consolidated financial ~~statements of Antero.~~statements. Effective March 13, 2019, we no longer consolidate the results of Antero Midstream Partners ~~were no longer consolidated~~ in ~~Antero’s~~our results. ~~See Note 3 to the unaudited condensed consolidated financial statements for further discussion on the Transactions. The six months ended June 30, 2018 include the results of Antero~~ ~~Midstream Partners while~~As such, the six months ended June 30, 2019 include ~~partial~~the results of Antero Midstream Partners through March 12, 2019.

See Note 3—Deconsolidation of Antero Midstream ~~Corporation.~~ ~~Revenue from the Antero Midstream Corporation segment decreased from $481 million for the six months ended June 30, 2018 to $310 million for the six months ended June~~ 30, 2019, a decrease of $171 million, or 36%. Total operating expenses related to the segment decreased from $259 million for the six months ended June 30, 2018 to $189 million for the six months ended June 30, 2019. The decreases were primarily due to the Transactions. See Note 3Partners LP to the unaudited condensed consolidated financial statements for further discussion on the Transactions.

~~In addition,~~ Antero Midstream ~~Partners had equity in earnings of unconsolidated affiliates of $17 million for each of~~Corporation. Revenue from the ~~six months ended June 30, 2018 and 2019.~~

~~Discussion of the Marketing Segment for the Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2019~~

~~Marketing.~~ Where feasible, we purchase and sell third-party natural gas and NGLs and market our excess firm transportation capacity, or engage third parties to conduct these activities on our behalf, in order to optimize the revenues and reduce our net costs related to the unused capacity under these transportation agreements. We have entered into long-term firm transportation agreements for a significant portion of our current and expected future production in order to secure guaranteed capacity to favorable markets.

~~Marketing revenues were $399 million and $154 million and expenses of $409 million and $301~~Antero Midstream Corporation segment increased from $310 million for the six months ended June 30, ~~2018 and~~ 2019 ~~respectively, related~~ to ~~these activities.~~

Marketing expenses include firm transportation costs related to current excess capacity as well as the cost of third-party purchased gas and NGLs. This includes firm transportation costs of $76 million and $127$463 million for the six months ended June 30, ~~2018 and 2019, respectively, which increased~~2020, an increase of $153 million, or 49%. The increase in operating revenue was primarily due to increased excess capacity charges related to new firm transportation lines being placed into service in late 2018 and in the first quarter of 2019. Additionally, the marketing segment recorded a fair value gain of $94 million in the six months ended June 30, ~~2018 related to several natural gas purchase and sales contracts which were determined to be derivative instruments.~~2019 only including Antero Midstream

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~~Operating losses~~Corporation’s results following the closing of the Transactions on ~~our marketing activities were $10~~March 12, 2019. Total operating expenses related to the segment increased from $189 million ~~and $146 million, or $0.24 per Mcfe and $0.26 per Mcfe,~~ for the six months ended June 30, ~~2018~~2019 to $848 million for the six months ended June 30, 2020. The increase was primarily due to impairments by Antero Midstream Corporation of $89 million on its freshwater pipelines and ~~2019, respectively.~~equipment, and an impairment charge of $575 million on its goodwill.

Discussion of Items Not Allocated to Segments for the Six Months Ended June 30, ~~2018~~2019 Compared to the Six Months Ended June 30, ~~2019~~2020

Impairment of equity investment. At March 31, 2020, we determined that events and circumstances indicated that the carrying value of our equity method investment in Antero Midstream Corporation had experienced an other-than-temporary decline and we recorded an impairment of $611 million. The fair value of the equity method investment in Antero Midstream Corporation was based on the quoted market share price of Antero Midstream Corporation at March 31, 2020.

Interest ~~expense~~expense. ~~. Interest~~Our interest expense exclusive of interest expense related to Antero Midstream Partners’ indebtedness decreased from ~~$134~~$109 million for the six months ended June 30, ~~2018~~2019 to $105 million for the six months ended June 30, 2020 primarily due to the reduction in debt as a result of our debt repurchases. Consolidated interest expense decreased from $126 million for the six months ended June 30, 2019 ~~due~~ to ~~decreased borrowings under the Credit Facility and due to~~$105 million for the six months ended June 30, 2020, a decrease of $21 million, or 17%. During the six months ended June 30, 2019, ~~including~~ interest related to Antero Midstream Partners’ debt through March 12, ~~2019.~~2019 is included consolidated interest expense. Interest expense includes approximately ~~$6.1~~$5.7 million and ~~$5.7~~$4.8 million of non-cash amortization of deferred financing costs for the six months ended June 30, ~~2018~~2019 and ~~2019,~~2020, respectively. ~~Interest~~

Transaction expense. We incurred transaction expense ~~related to stand-alone Antero was $109~~of $6 million ~~for~~in the six months ended June 30, ~~2019.~~

~~Income tax (expense) benefit~~~~. Income tax (expense) benefit changed from a deferred tax benefit of $16 million, with an effective tax rate of 564%, for~~2020 and did not incur comparable costs in the six months ended June 30, ~~2018~~2019. These expenses include legal and transaction fees associated with the sale of our overriding royalty interest and the creation of Martica. See Note 4—Conveyance of Overriding Royalty Interest to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information on this transaction.

Income tax expense/benefit. Income tax expense decreased from a deferred tax expense of $305 million and $1 million of current tax expense, with an effective tax rate of 22%, for the six months ended June 30, ~~2019.~~2019 to a deferred tax benefit of $252 million, with an effective tax rate of 24%, for the six months ended June 30, 2020. The change was primarily a result of ~~the~~an increase in book income due to the Transactions and the associated deconsolidation of Antero Midstream ~~Partners.~~

~~At December~~ ~~31, 2018, we had significant NOLs~~Partners for ~~U.S. federal and state~~the six months ended June 30, 2019, offset by a decrease in book income ~~tax purposes. We will utilize a substantial portion~~resulting from the impairment of our ~~NOLs~~investment in Antero Midstream Corporation and reduced revenue due to ~~offset~~commodity price decreases for the taxable gain from the Transactions. Future interpretations of existing tax laws that vary from our current interpretation, and possible changes to state tax laws in response to the recently enacted federal legislation, may have a significant effect on our future taxable position. The impact of any such change would be recorded in the period in which such interpretation is received or legislation is enacted.six months ended June 30, 2020.

Capital Resources and Liquidity

Our primary sources of liquidity have been through net cash provided by operating activities including proceeds from derivatives, borrowings under the Credit Facility, issuances of debt and equity securities, ~~and~~ distributions/dividends ~~of earnings~~ from unconsolidated ~~affiliates.~~affiliates and proceeds from our asset sale program, including the sale of the overriding royalty interest. Our primary use of cash has been for the exploration, development, and acquisition of oil and natural gas ~~properties, as well as for development of gathering and compression systems and facilities, and fresh water handling and wastewater treatment infrastructure through March 12, 2019.~~properties. As we ~~pursue the development of~~develop our reserves, we continually monitor what capital resources, including equity and debt financings, are available to meet our future financial obligations, planned capital expenditure activities, and liquidity requirements. Our future success in growing our proved reserves and production will be highly dependent on net cash provided by operating activities and the capital resources available to us.

During the six months ended June 30, 2020, we repurchased shares of our common stock under our share repurchase program that expired March 31, 2020. We repurchased and retired 28,193,237 common shares at a weighted average price per share of $1.54 for approximately $43 million during the six months ended June 30, 2020.

We may also seek to retire or purchase our outstanding debt securities from time to time through cash purchases, in open market purchases, privately negotiated transactions or otherwise. Any such repurchases will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. During the six months ended June 30, 2020, we repurchased $619 million principal amount of debt at a 19% weighted average discount, including a portion of our 2021 notes, 2022 notes, 2023 notes and 2025 notes. We recognized a gain of approximately $120 million on the early extinguishment of the debt repurchased. These repurchases, at a discount, have resulted in a net reduction in total debt outstanding and interest expense.

As of June 30, ~~2019,~~2020, we believe that funds from operating cash flows, ~~and~~distributions from unconsolidated affiliates, available borrowings under the Credit Facility, ~~distributions/dividends of earnings from unconsolidated affiliates~~ or capital market transactions will be sufficient to meet our cash requirements, including normal operating needs, debt service obligations, capital expenditures, and commitments and contingencies for at least the next 12 months.

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Our 2021 notes are due November 1, 2021 and our Credit Facility will become due 91 days prior to that date, or on August 1, 2021, if the 2021 notes are not repaid prior to August 1, 2021. If the 2021 notes remain outstanding as of August 1, 2020, the Credit Facility will be classified as a current liability as of September 30, 2020 and both the Credit Facility and the 2021 notes will be classified as current liabilities as of December 31, 2020 if still outstanding at that time. The classification of the Credit Facility as a current liability does not impact any of our financial covenants. In addition, we believe we have the ability to address the maturity of the 2021 notes with proceeds from our asset sales program, free cash flow from operations, and available borrowings under the Credit Facility.

For more information on our outstanding indebtedness, see Note 78—Long Term Debt to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. For information about the impacts of COVID-19 on our capital resources and liquidity, see “—COVID-19 Pandemic.”

The following table summarizes our cash flows for the six months ended June 30, ~~2018~~2019 and ~~2019:~~2020:


	Six Months Ended June 30,				Increase	Six Months Ended June 30,				Increase
(in thousands)	2018		2019		(Decrease)	2019		2020		(Decrease)
Net cash provided by operating activities	$	838,940		757,108	(81,832)	$	757,108		316,640		(440,468)
Net cash used in investing activities		(1,172,347)		(545,586)	626,761		(545,586)		(449,608)		95,978
Net cash provided by financing activities		355,574		408,010	52,436		408,010		132,968		(275,042)
Effect of deconsolidation of Antero Midstream Partners LP		—		(619,532)	(619,532)		(619,532)		—		619,532
Net increase in cash and cash equivalents	$	22,167		—	(22,167)
Net decrease in cash and cash equivalents						$	—		—		—

The Company's condensed consolidated cash flow statements for the six months ended June 30, ~~2018 and~~ 2019 includes the cash flows related to Antero Midstream ~~Corporation~~Partners for periods prior to March 13, 2019. Effective March 13, 2019, the Company's cash flows include only the operating, investing and financing activities related to ~~Antero and; therefore,~~Antero. Therefore, the cash flows for the six months ended June 30, ~~2018 and~~ 2019 ~~are~~may not be representative of ~~the~~our expected future cash ~~flows~~flows. See Note 3—Deconsolidation of Antero Midstream Partners LP to the ~~Company.~~unaudited condensed consolidated financial statements for more information.

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Cash Flows Provided by Operating Activities

Net cash provided by operating activities was ~~$839~~$757 million and ~~$757~~$317 million for the six months ended June 30, ~~2018~~2019 and ~~2019,~~2020, respectively. Cash flow from operations decreased primarily due to decreases in commodity prices both before and after the effects of settled commodity derivatives and increases in gathering, compression, processing, and transportation costs.

Our net operating cash flows are sensitive to many variables, the most significant of which is the volatility of natural gas, NGLs, and oil prices, as well as volatility in the cash flows attributable to settlement of our commodity derivatives. Prices for natural gas, NGLs, and oil are primarily determined by prevailing market conditions. Regional and worldwide economic activity, weather, infrastructure capacity to reach markets, storage capacity and other variables influence the market conditions for these products. For example, the impact of the COVID-19 outbreak has reduced domestic and international demand for natural gas, NGLs, and oil. These factors are beyond our control and are difficult to predict.

Cash Flows Used in Investing Activities

~~During the six months ended June~~ 30, 2018 and 2019, we used cash flows in investing activities of $1.2 billion and $546 million, respectively, primarily as a result of our capital expenditures for drilling, development, and acquisitions. In addition, cash flows in investing activities included expenditures of Antero ~~Midstream~~ ~~Partners related to construction of midstream and water handling and treatment infrastructure and investments in joint ventures through March 12, 2019.~~ ~~Effective March 13, 2019, these expenditures are no longer consolidated in Antero’s results.~~

Cash flows used in investing activities decreased from ~~$1.2 billion for the six months ended June 30, 2018 to~~ $546 million for the six months ended June 30, 2019 to $450 million for the six months ended June 30, 2020, primarily due to a decrease in capital expenditures of ~~$295~~$239 million during the six months ended June 30, ~~2019~~2020 as compared to the same period in ~~2018, and~~2019, $297 million in proceeds received in connection with the ~~Transactions.~~Transactions impacting the six months ended June 30, 2019 and $125 million in settlement of the water earnout impacting the six months ended June 30, 2020.

In addition, the six months ended June 30, 2019 included Antero Midstream Partners’ investments in joint ventures of $25 million and capital expenditures for water handling and treatment systems and gas gathering and compression systems of $73 million. Due to the deconsolidation of Antero Midstream Partners on March 12, 2019, cash flows used in investing activities for the six months ended June 30, 2020 do not include costs attributable to Antero Midstream Partner’s investing activity. See Note 33—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements for further discussion on the Transactions.

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Total capital expenditures for oil and gas properties decreased from ~~$841 million during the six months ended June 30, 2018 to $737~~$742 million during the six months ended June 30, 2019 to $575 million during the six months ended June 30, 2020 primarily due to a decrease in drilling and completion ~~activity. Capital expenditures for water handling~~activity, increased drilling and ~~treatment systems decreased $34 million from $58 million for the six months ended June 30, 2018 to $24 million for the six months ended June 30, 2019,~~completion efficiencies and capital expenditures for gathering and compression systems decreased $159 million from $207 million to $48 million for the six months ended June 30, 2019. The decreases in capital expenditures for both the water handling and treatment systems, and the gathering and compression systems are due to the six months ended June 30, 2019 only including Antero Midstream Partners’ activity through the deconsolidation date of March 12, 2019 as compared to the six months ending June 30, 2018 including Antero Midstream Partners’ activity for the entire period. Additionally, investments in joint ventures by Antero ~~Midstream Partners decreased $31 million from $56 million during the six months ended June~~ ~~30, 2018 to $25 million during the six months ended June 30, 2019 due to the deconsolidation as of March 12, 2019.~~service cost deflation.

Our ~~exploration~~drilling and ~~production~~completion capital budget for ~~2019 is a range of $1.4 billion~~2020 has been reduced to ~~$1.6 billion, which includes: $1.3 billion to $1.45 billion for drilling and completion and $75~~$750 million ~~to $100 million for leasehold expenditures.~~from $1.15 billion. Our capital budget may be adjusted as business conditions warrant as the amount, timing, and allocation of capital expenditures is largely discretionary and within our control. If natural gas, NGLs, and oil prices decline to levels that do not generate an acceptable level of corporate returns, or costs increase to levels that do not generate an acceptable level of corporate returns, we may defer a significant portion of our budgeted capital expenditures until later periods to achieve the desired balance between sources and uses of liquidity, and to prioritize capital projects that we believe have the highest expected returns and potential to generate near-term cash flows. We routinely monitor and adjust our capital expenditures in response to changes in commodity prices, availability of financing, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs, ~~success or lack of~~the relative success in drilling activities, contractual obligations, internally generated cash flows, and other factors both within and outside our control.

For the three months ended June 30, 2019, our exploration and production capital expenditures decreased significantly from the three months ended March 31, 2019 from approximately $399 million to $342 million. Our consolidated capital expenditures for the three months ended June 30, 2019 of $342 million include drilling and completion costs of $311 million, leasehold acquisitions of $29 million, and other capital expenditures of $1.5 million, whereas, our capital expenditures for the three months ended March 31, 2019 of $399 million included drilling and completion costs of $369 million, leasehold acquisitions of $27 million, and other capital expenditures of $3 million. We anticipate our exploration and production capital expenditures for the remainder of the year to be generally consistent with levels in the three months ended June 30, 2019.

Cash Flows Provided by Financing Activities

During the six months ended June 30, ~~2018~~2019 and ~~2019,~~2020, net cash flows provided by financing activities ~~increased~~decreased from ~~$356~~$408 million to ~~$408~~$133 million primarily as a result of the issuance of senior notes by Antero Midstream Partners prior to the Transactions and

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the associated deconsolidation of Antero Midstream Partners, partially offset by net repayments on our Credit Facility and Antero Midstream Partners’ credit facility. Additionally, during the six months ended June 30, 2020, we received $300 million for the sale of a noncontrolling interest in Martica. See Note 4—Conveyance of Overriding Royalty Interest for more information on this transaction.

Net borrowings (repayments) on our Credit Facility and Antero Midstream Partners’ credit facility changed from net ~~borrowings of $485 million during the six months ended June 30, 2018 to net~~ repayments of $145 million during the six months ended June 30, ~~2019.~~

~~Table~~2019 to net borrowings of ~~Contents~~$374 million during the six months ended June 30, 2020. In the six months ended June 30, 2020, approximately $497 million, partially funded with net borrowings on our Credit Facility, was used to repurchase a portion of our 2021 notes, 2022 notes, 2023 notes and 2025 notes. In addition, we repurchased and retired 28,193,237 common shares for approximately $43 million during the six months ended June 30, 2020. We did not repurchase any of our unsecured notes or shares during the six months ended June 30, 2019.

Debt Agreements and Contractual Obligations

Senior Secured Revolving Credit Facility. Our Credit Facility is with a consortium of bank lenders. Borrowings under the Credit Facility are subject to borrowing base limitations based on the collateral value of our assets and are subject to regular ~~annual~~ redeterminations. ~~At June 30, 2019, the~~The borrowing base ~~was $4.5~~is $2.85 billion and lender commitments ~~were $2.5~~are $2.64 billion. ~~Each of these amounts were reaffirmed in the annual redetermination in April 2019.~~ The next redetermination of the borrowing base is scheduled to occur ~~by the end of April~~in October 2020. At June 30, 2019, we had $175 million of borrowings with a weighted average interest rate of 3.69% and $701 million of letters of credit outstanding under the Credit Facility. At December 31, 2018, we had $405 million of borrowings and $685 million of letters of credit outstanding under the Credit Facility, with a weighted average interest rate of 3.95%. The maturity date of the Credit Facility is the earlier of (i) October 26, 2022 and (ii) the date that is 91 days prior to the earliest stated redemption date of any series of our senior notes ~~unless such series~~then outstanding.

At December 31, 2019, we had $552 million of ~~senior notes is refinanced.~~borrowings under the Credit Facility with a weighted average interest rate of 3.28% and $623 million of letters of credit outstanding. At June 30, 2020, we had $926 million of borrowings and $730 million of letters of credit outstanding under the Credit Facility. The average annualized interest rate incurred on the Credit Facility during the six months ended June 30, 2020 was approximately 3.22%. Our Credit Facility provides for borrowing under either LIBOR or an Alternative Rate of Interest.

Under the Credit Facility, “Investment Grade Period” is a period that, as long as no event of default has occurred, commences when Antero elects to give notice to the Administrative Agent that Antero has received at least one of either (i) a BBB- or better rating from Standard and Poor’s or (ii) a Baa3 or better rating from Moody’s (an “Investment Grade Rating”). An Investment Grade Period can end at Antero’s election. During any period that is not an Investment Grade Period, the Credit Facility requires Antero and its restricted subsidiaries to maintain the following two financial ratios as of the end of each fiscal quarter:

●

a current ratio, which is the ratio of our current assets (including any unused borrowing base under the facilities and excluding derivative assets) to our current liabilities (excluding derivative liabilities and lease liabilities), of not less than 1.0 to 1.0; and

●

~~an interest coverage ratio, which is the ratio of EBITDAX (as defined by the credit facility agreement) to interest expense over the most recent four quarters, of not less than 2.5 to 1.0.~~

~~During an Investment Grade Period, the Credit Facility requires Antero and its restricted subsidiaries to maintain the following three financial ratios as of the end of each fiscal quarter~~

●

~~a ratio of total Indebtedness (as defined by the credit facility agreement) to EBITDAX (as defined by the credit facility agreement) of not more than 4.25 to 1.00; and~~

●

a ratio of PV-9 reflected in the most recently delivered reserve report to its total Indebtedness of not less than 1.50 to 1.00, but only if Antero does not have both (i) an unsecured rating from Moody’s of Baa3 or better and (ii) an unsecured rating from S&P of BBB- or better.

We were in compliance with the applicable covenants and ratios as of December 31, ~~2018~~2019 and June 30, ~~2019. The actual borrowing capacity available to us may be limited by the financial ratio covenants.~~2020. At June 30, ~~2019,~~2020, our current ratio was ~~4.94~~2.37 to 1.0 ~~(based on the $4.5 billion borrowing base under the Credit Facility)~~ and our interest coverage ratio was ~~8.54~~5.22 to 1.0.

For more information on the terms, conditions, and restrictions under the Credit Facility, please refer to our ~~2018~~2019 Form 10-K.

Senior Notes. Please refer to Note 78—Long Term Debt to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our ~~Annual Report on~~ Form 10-K ~~for the year ended December 31, 2018~~ for information on our senior notes.

We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, or otherwise. Such repurchases, ~~or exchanges,~~ if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved could be material. During the six months ended June 30, 2020, we repurchased $619 million principal amount of debt at a 19% weighted average discount, including a portion of our 2021 notes, 2022 notes, 2023 notes and 2025 notes.

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Contractual Obligations. A summary of our contractual obligations as of June 30, ~~2019~~2020 is provided in the table below. Future capital contributions to unconsolidated affiliates are excluded from the table as neither the amounts nor the timing of the obligations can be determined in advance.

Remainder

Year ended December 31,

(in millions)

of 2019

2020

2021

2022

2023

2024

Thereafter

Total

Recorded contractual obligations:

Credit Facility ⁽¹⁾

$
—

—

175

—

—

—

—

175

Antero senior notes—principal ⁽²⁾

—

—

1,000

1,100

750

—

600

3,450

Antero senior notes—interest ⁽²⁾

92

182

155

129

51

30

30

669

Operating leases, including imputed interest⁽³⁾

206

396

349

360

378

392

1,250

3,331

Finance leases, including imputed interest ⁽³⁾

—

1

1

1

—

—

—

3

Asset retirement obligations ⁽⁴⁾

—

—

—

—

—

—

54

54

Unrecorded contractual obligations:

Firm transportation ⁽⁵⁾

558

1,122

1,098

1,045

1,033

993

7,807

13,656

Processing, gathering, and compression services ⁽⁶⁾

27

54

54

54

48

48

64

349

Land payment obligations⁽⁷⁾

8

6

3

—

—

—

—

17

Total

$
891

1,761

2,835

2,689

2,260

1,463

9,805

21,704


	Remainder		Year ended December 31,
(in millions)	of 2020		2021		2022		2023		2024		2025		Thereafter		Total
Recorded contractual obligations:
Credit Facility⁽¹⁾	$	—		—		926		—		—		—		—		926
Antero senior notes—principal⁽²⁾		—		516		755		744		—		590		—		2,605
Antero senior notes—interest⁽²⁾		69		138		110		50		30		15		—		412
Operating leases⁽³⁾		120		224		242		275		311		287		1,104		2,563
Finance leases⁽³⁾		1		1		—		—		—		—		—		2
Imputed interest for leases⁽³⁾		191		359		326		288		243		195		397		1,999
Asset retirement obligations⁽⁴⁾		—		—		—		—		—		—		58		58
Unrecorded contractual obligations:
Firm transportation⁽⁵⁾		557		1,076		1,033		1,056		1,016		977		6,927		12,642
Processing, gathering, and compression services⁽⁶⁾		28		56		54		59		59		47		105		408
Drilling and completion		3		—		—		—		—		—		—		3
Land payment obligations⁽⁷⁾		2		3		—		—		—		—		—		5
Total	$	971		2,373		3,446		2,472		1,659		2,111		8,591		21,623

(1)

Includes outstanding principal amounts at June 30, ~~2019.~~2020. This table does not include future commitment fees, interest expense, or other fees on our Credit Facility because they are floating rate instruments and we cannot determine with accuracy the timing of future loan advances, repayments, or future interest rates to be charged. The maturity date of the Credit Facility is the earlier of (i) October 26, 2022 and (ii) the date that is 91 days prior to the earliest stated redemption of any series of Antero’s senior notes ~~unless such series of notes is refinanced.~~then outstanding.

(2)	Our senior notes include ~~the 5.375%~~our 2021 notes, ~~due 2021, the 5.125%~~2022 notes, ~~due 2022, the 5.625%~~2023 notes, ~~due 2023,~~ and ~~the 5.00% notes due 2025.~~2025 notes.

(3)

Includes contracts for services provided by drilling rigs and completion fleets, processing, gathering and compression services agreements and office and equipment leases accounted for as leases. The values in the table represent the gross amounts that we are committed to pay; however, we will record in our financial statements our proportionate share of costs based on our working interests. See Note 1213—Leases to the unaudited condensed consolidated financial statements for more information on ~~the Company’s~~our operating and finance leases.

(4)

Represents the present value of our estimated asset retirement obligations. Neither the ultimate settlement amounts nor the timing of our asset retirement obligations can be precisely determined in advance; however, we believe it is likely that a very small amount of these obligations will be settled within the next five years.

(5)

Includes firm transportation agreements with various pipelines in order to facilitate the delivery of our production to market. These contracts commit us to transport minimum daily natural gas or NGLs volumes at negotiated rates, or pay for any deficiencies at specified reservation fee rates. The amounts in this table reflect our minimum daily volumes at the reservation fee rates. The values in the table represent the gross amounts that we are committed to pay; however, we will record in our financial statements our proportionate share of costs based on our working ~~interests.~~interests and net of any fees for excess firm transportation marketed to third parties. None of these agreements were determined to be leases.

(6)

Contractual commitments for processing, gathering, and compression services agreements represent minimum commitments under long-term agreements not accounted for as leases. ~~This includes fees to be paid to the Joint Venture owned by Antero~~ ~~Midstream~~ Partners and MarkWest. The values in the table represent the gross amounts that we are committed to pay; however, we will record in our financial statements our proportionate share of costs based on our working interests. The obligations determined to be leases are included within finance and operating leases in the table above.

(7)	Includes contractual commitments for land acquisition agreements. The values in the table represent the minimum payments due under these arrangements. None of these agreements were determined to be leases.

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Non-GAAP Financial Measures

Adjusted EBITDAX is a non-GAAP financial measure that we define as net income ~~or loss,~~(loss), including noncontrolling interests, before interest expense, interest income, gains or losses from commodity derivatives and marketing derivatives, but including net cash receipts or payments on derivative instruments included in derivative gains or losses other than proceeds from derivative monetizations, income taxes, ~~impairment,~~impairments, depletion, depreciation, amortization, and accretion, exploration expense, equity-based compensation, gain or loss on early extinguishment of debt, contract termination and rig stacking costs, loss on sale of equity investment shares, equity in earnings or loss of unconsolidated affiliates, water earnout, simplification transaction fees, ~~and~~ gain or loss on sale of ~~assets.~~assets and Antero Midstream Partners related adjustments.

Through March 12, 2019, the financial results of Antero Midstream Partners were included in ~~the~~our consolidated ~~results of Antero.~~results. Effective March 13, 2019, ~~Antero~~we no longer ~~consolidates~~consolidate Antero Midstream Partners and ~~accounts~~account for ~~its~~our interest in Antero Midstream ~~Corporation~~ using the equity method of ~~accounting (see~~accounting. See Note 56—Equity Method Investments to the unaudited condensed consolidated financial ~~statements).~~statements for more information on our equity investments. Adjusted EBITDAX ~~also~~ includes distributions received with respect to limited partner interests in Antero Midstream Partners common units through March 12, 2019.

Adjusted EBITDAX as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDAX should not be considered in isolation or as a substitute for operating income or loss, net income or loss, cash flows provided by operating, investing, and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. Adjusted EBITDAX provides no information regarding our capital structure, borrowings, interest costs, capital expenditures, working capital movement, or tax position. Adjusted EBITDAX does not represent funds available for discretionary use because those funds may be required for debt service, capital expenditures, working capital, income taxes, exploration expenses, and other commitments and obligations. However, our management team believes Adjusted EBITDAX is useful to an investor in evaluating our financial performance because this measure:

●

is widely used by investors in the oil and natural gas industry to measure operating performance without regard to items excluded from the calculation of such term, which may vary substantially from company to company depending upon accounting methods and the book value of assets, capital structure and the method by which assets were acquired, among other factors;

●

helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital and legal structure from our ~~consolidated~~ operating structure; ~~and~~

●

is used by our management team for various purposes, including as a measure of our operating performance, in presentations to our Board of Directors, and as a basis for strategic planning and ~~forecasting. Adjusted EBITDAX~~ forecasting; and

●

is ~~also~~ used by our Board of Directors as a performance measure in determining executive compensation.

There are significant limitations to using Adjusted EBITDAX as a measure of performance, including the inability to analyze the effects of certain recurring and non-recurring items that materially affect our net income or loss, the lack of comparability of results of operations of different companies, and the different methods of calculating Adjusted EBITDAX reported by different companies.

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The following table represents a reconciliation of our net income (loss), including noncontrolling interest, to Adjusted EBITDAX and a reconciliation of our Adjusted EBITDAX to net cash provided by operating activities per our unaudited condensed consolidated statements of cash flows, in each case, for the three and six months ended June 30, ~~2018~~2019 and ~~2019:~~2020. Adjusted EBITDAX excludes the results of Antero Midstream Partners in order to provide comparability with the current structure of Antero Resources as effective March 13, 2019, we no longer consolidate Antero Midstream Partners results. These adjustments are disclosed in the table below as Antero Midstream Partners related adjustments. Adjusted EBITDAX also excludes the noncontrolling interests in Martica and these adjustments are disclosed in the table below as Martica related adjustments.

Three months ended June 30,

Six months ended June 30,

(in thousands)

2018

2019

2018

2019

Reconciliation of net income (loss) to Adjusted EBITDAX:

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

$
(136,385)

42,168

$
(121,552)

1,020,931

Net income and comprehensive income attributable to noncontrolling interests

69,110

—

135,087

46,993

Commodity derivative fair value gains ⁽¹⁾

(55,336)

(328,427)

(77,773)

(251,059)

Gains on settled commodity derivatives ⁽¹⁾

95,884

44,699

197,225

141,791

Marketing derivative fair value (gains) losses ⁽¹⁾

110

—

(94,124)

—

Gains (losses) on settled marketing derivatives ⁽¹⁾

(15,884)

—

94,158

—

Loss on sale of assets

—

951

—

951

Gain on deconsolidation of Antero Midstream Partners LP

—

—

—

(1,406,042)

Interest expense, net

69,349

54,164

133,775

126,114

Income tax expense (benefit)

(25,573)

17,249

(16,453)

305,959

Depletion, depreciation, amortization, and accretion

238,750

243,220

467,684

484,397

Impairment of oil and gas properties

134,437

130,999

184,973

212,243

Impairment of gathering systems and facilities

8,501

—

8,501

6,982

Exploration expense

1,471

314

3,356

440

Equity-based compensation expense

19,071

6,549

40,227

15,452

Equity in earnings of unconsolidated affiliates

(9,264)

(13,585)

(17,126)

(27,666)

Distributions/dividends from unconsolidated affiliates

10,810

47,922

17,895

60,527

Contract termination and rig stacking

—

5,604

—

13,964

Simplification transaction fees

—

—

—

15,482

405,051

251,827

955,853

767,459

Net income and comprehensive income attributable to noncontrolling interests

(69,110)

—

(135,087)

(46,993)

Antero Midstream Partners interest expense, net ⁽²⁾

(14,961)

—

(25,889)

(16,815)

Antero Midstream Partners depreciation, accretion of ARO and accretion of contingent consideration ⁽²⁾

(40,414)

—

(76,754)

(21,770)

Antero Midstream Partners impairment

(4,031)

—

(4,031)

(6,982)

Antero Midstream Partners equity-based compensation expense ⁽²⁾

(5,867)

—

(12,078)

(2,477)

Antero Midstream Partners equity in earnings of unconsolidated affiliates ⁽²⁾

9,264

—

17,126

12,264

Antero Midstream Partners distributions from unconsolidated affiliates ⁽²⁾

(10,810)

—

(17,895)

(12,605)

Equity in earnings of Antero Midstream Partners ⁽²⁾

26,926

—

47,054

(15,021)

Distributions from Antero Midstream Partners ⁽²⁾

38,559

—

74,647

46,469

Antero Midstream Partners Simplification transaction fees

—

—

—

(9,185)

Antero Midstream Partners related adjustments

(70,444)

—

(132,907)

(73,115)

Adjusted EBITDAX

$
334,607

251,827

$
822,946

694,344

Reconciliation of our Adjusted EBITDAX to net cash provided by operating activities:

Adjusted EBITDAX

$
334,607

251,827

$
822,946

694,344

Antero Midstream Partners related adjustments

70,444

—

132,907

73,115

Interest expense, net

(69,349)

(54,164)

(133,775)

(126,114)

Exploration expense

(1,471)

(314)

(3,356)

(440)

Changes in current assets and liabilities

(37,803)

31,910

18,286

140,975

Simplification transaction fees

—

—

—

(15,482)

Other

—

(5,744)

—

(14,960)

Other non-cash items

963

(5,411)

1,932

5,670

Net cash provided by operating activities

$
297,391

218,104

$
838,940

757,108


	Three months ended June 30,					Six months ended June 30,
(in thousands)	2019			2020		2019		2020
Reconciliation of net income (loss) to Adjusted EBITDAX:
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation	$	42,168			(463,304)	$	1,020,931		(802,114)
Net loss and comprehensive loss attributable to noncontrolling interests		—			236		46,993		236
Depletion, depreciation, amortization, and accretion		243,220			215,146		484,397		415,927
Impairment of oil and gas properties		130,999	��		37,350		212,243		126,570
Impairment of midstream assets		—			—		6,982		—
Commodity derivative fair value (gains) losses ⁽¹⁾		(328,427)			168,015		(251,059)		(397,818)
Gains on settled commodity derivatives ⁽¹⁾		44,699			313,912		141,791		524,838
Equity-based compensation expense		6,549			7,973		15,452		11,302
Provision for income tax expense (benefit)		17,249			(142,404)		305,959		(252,389)
Gain on early extinguishment of debt		—			(39,171)		—		(119,732)
Equity in (earnings) loss of unconsolidated affiliates		(13,585)			(20,228)		(27,666)		107,827
Impairment of equity investment		—			—		—		610,632
Gain on deconsolidation of Antero Midstream Partners LP		—			—		(1,406,042)		—
Distributions/dividends from unconsolidated affiliates		47,922			42,755		60,527		85,511
Interest expense, net		54,164			51,811		126,114		104,913
Exploration expense		314			231		440		441
(Gain) Loss on sale of assets		951			—		951		(31)
Contract termination and rig stacking		5,604			11,071		13,964		11,071
Simplification transaction fees		—			—		15,482		—
Transaction expense		—			6,138		—		6,138
		251,827			189,531		767,459		433,322
Antero Midstream Partners related adjustments ⁽²⁾		—			—		(73,115)		—
Martica related adjustments ⁽³⁾		—			(3,100)		—		(3,100)
Adjusted EBITDAX	$	251,827			186,431	$	694,344		430,222

Reconciliation of our Adjusted EBITDAX to net cash provided by operating activities:
Adjusted EBITDAX	$	251,827			186,431	$	694,344		430,222
Antero Midstream Partners related adjustments ⁽²⁾		—			—		73,115		—
Martica related adjustments ⁽³⁾		—			3,100		—		3,100
Interest expense, net		(54,164)			(51,811)		(126,114)		(104,913)
Exploration expense		(314)			(231)		(440)		(441)
Changes in current assets and liabilities		31,910			(6,310)		140,975		1,417
Simplification transaction fees		—			—		(15,482)		—
Transaction expense		—			(6,138)		—		(6,138)
Other items		(11,155)			(9,078)		(9,290)		(6,607)
Net cash provided by operating activities	$	218,104			115,963	$	757,108		316,640

(1)

The adjustments for the derivative fair value gains and losses and gains on settled derivatives have the effect of adjusting net income (loss) from operations for changes in the fair value of unsettled derivatives, which are recognized at the end of each accounting period. As a result, derivative gains included in the calculation Adjusted EBITDAX only reflect derivatives that settled during the period.

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(2)

Amounts reflected are net of any elimination adjustments for intercompany activity and include activity related to Antero Midstream Partners through March 12, 2019 (date of the Closing). Effective March 13, 2019, Antero accounts for its unconsolidated investment in Antero Midstream Corporation using the equity method of accounting. See Note 56—Equity Method Investments to the unaudited condensed consolidated financial statements for further discussion on equity method investments.

(3)	Adjustments reflect noncontrolling interests in Martica not otherwise adjusted in amounts above.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our consolidated financial statements. Our more significant accounting policies and estimates include the successful efforts method of accounting for our production activities, estimates of natural gas, NGLs, and oil reserve quantities and standardized measures of future cash flows, and impairment of proved properties. We provide an expanded discussion of our more significant accounting policies, estimates and judgments in our ~~2018~~2019 Form 10-K. We believe these accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements. Also, see Note 22—Summary of Significant Accounting Policies to the consolidated financial statements, included in our ~~2018~~2019 Form 10-K, for a discussion of additional accounting policies and estimates made by management.

We evaluate the carrying amount of our proved natural gas, NGLs, and oil properties for impairment ~~on a geological reservoir basis whenever~~for the Utica and Marcellus Shale properties, by property, when events or changes in circumstances indicate that a property’s carrying amount may not be recoverable. Under GAAP for successful efforts accounting, if the carrying amount ~~exceeded~~exceeds the estimated undiscounted future net cash flows (measured using ~~futures~~future prices), we estimate the fair value of our proved properties and record an impairment charge for any excess of the carrying amount of the properties over the estimated fair value of the properties. ~~We compared~~

The estimated ~~undiscounted~~ future net cash flows ~~using futures pricing for our Utica~~have been impacted by the COVID-19 pandemic and ~~Marcellus Shale properties~~the decision in March 2020 by Saudi Arabia to reduce the ~~carrying values of those properties. Estimated~~price at which it sells oil and announcing plans to increase production. These events have caused, and continue to cause, significant volatility in future prices which are used in this evaluation. Based on future prices at June 30, 2020, the estimated undiscounted future net cash flows exceeded the carrying ~~values at June 30, 2019,~~amount and ~~thus,~~ no further evaluation ~~of our proved properties for impairment is required under GAAP. As a result, we~~was required. We have not recorded any impairment expenses associated with our proved properties during the six months ended June 30, ~~2018~~2019 and 2020. We recorded an impairment charge of $881 million related to the Utica Shale properties on September 30, 2019.

~~The estimated~~Estimated undiscounted future net cash flows ~~decreased significantly from December 31, 2018 as~~are very sensitive to commodity price swings at current commodity price levels and a relatively small decline in prices could result in the carrying amount exceeding the estimated undiscounted future net cash flows at the end of ~~the deconsolidation of Antero Midstream,~~a future reporting period, which ~~resulted in an increase in capital and operating costs on a stand-alone basis. Based on future prices at June 30, 2019, we estimate that future prices~~ would ~~have~~require us to further ~~decline by approximately 10% from levels at June 30, 2019 before further evaluation of our Marcellus properties would be required to determine~~evaluate if an impairment charge would be necessary. Estimated undiscounted future net cash flows from our Utica properties were slightly higher than the carrying amount of the properties and further evaluation of the fair value of those properties was not required. If future prices decline further from ~~levels at~~ June 30, ~~2019, we may be required to determine~~2020, the fair value of ~~Utica~~our properties ~~to determine if~~may be below their carrying amounts and an impairment charge ~~would~~may be necessary. We are unable, however, to predict future commodity prices with any reasonable certainty.

Off-Balance Sheet Arrangements

As of June 30, ~~2019,~~2020, we did not have any off balance sheet arrangements other than contractual ~~obligations~~commitments for firm transportation, gas processing and ~~processing,~~fractionation, gathering, and compression ~~services.~~services and land payment obligations. See “—Debt Agreements and Contractual Obligations—Contractual Obligations” for our commitments under these agreements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas, NGLs, and oil prices, as well as interest rates. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

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Commodity Hedging Activities

Our primary market risk exposure is in the price we receive for our natural gas, NGLs, and oil production. Pricing is primarily driven by spot regional market prices applicable to our U.S. natural gas production and the prevailing worldwide price for oil. Pricing for natural gas, NGLs, and oil has, historically, been volatile and unpredictable, and we expect this volatility to continue in the future. The prices we receive for our production depend on many factors outside of our control, including volatility in the differences between ~~product~~commodity prices at sales points and the applicable index price.

To mitigate some of the potential negative impact on our cash flows caused by changes in commodity prices, we enter into financial derivative instruments for a portion of our natural gas, NGLs, and oil production when management believes that favorable future prices can be secured.

Our financial hedging activities are intended to support natural gas, NGLs, and oil prices at targeted levels and to manage our exposure to natural gas, NGLs, and oil price fluctuations. These contracts may include commodity price swaps whereby we will receive a fixed price and pay a variable market price to the contract counterparty, collars that set a floor and ceiling price for the hedged production, or basis differential swaps. These contracts are financial instruments, and do not require or allow for physical delivery of the hedged commodity. At June 30, ~~2019,~~2020, our commodity derivatives included fixed price swaps and basis differential swaps ~~and collars~~ at index-based pricing.

At June 30, ~~2019,~~2020, we had in place natural gas swaps ~~and collars~~ covering portions of our projected production through ~~2023.~~2024. Our commodity hedge position as of June 30, ~~2019~~2020 is summarized in Note 1112—Derivative Instruments to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Under the Credit Facility, we are permitted to hedge up to 75% of our projected production for the next 60 months. We may enter into hedge contracts with a term greater than 60 months, and for no longer than 72 months, for up to 65% of our estimated production. Based on our production and our fixed price swap contracts ~~which~~that settled during the six months ended June 30, ~~2019,~~2020, our revenues would have decreased by approximately ~~$40~~$30 million for each $0.10 decrease per MMBtu in natural gas prices and $1.00 decrease per Bbl in oil and NGLs prices, excluding the effects of changes in the fair value of our derivative positions which remain open at June 30, ~~2019.~~2020.

All derivative instruments, other than those that meet the normal purchase and normal sale scope exception, are recorded at fair market value in accordance with GAAP and are included in our consolidated balance sheets as assets or liabilities. The fair values of our derivative instruments are adjusted for non-performance risk. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment; therefore, all mark-to-market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our statements of operations. We present total gains or losses on commodity derivatives (for both settled derivatives and derivative positions which remain open) within operating revenues as “Commodity derivative fair value ~~gains.~~gains (losses).”

Mark-to-market adjustments of derivative instruments cause earnings volatility but have no cash flow impact relative to changes in market prices until the derivative contracts are settled or monetized prior to settlement. We expect continued volatility in the fair value of our derivative instruments. Our cash flows are only impacted when the associated derivative contracts are settled or monetized by making or receiving payments to or from the counterparty. At June 30, 2020, the estimated fair value of our commodity derivative instruments was a net asset of $619 million comprised of current and noncurrent assets and liabilities. At December 31, 2019, the estimated fair value of our commodity derivative instruments was a net asset of ~~$716~~$746 million comprised of current and noncurrent assets and liabilities and noncurrent assets. At December 31, 2018, the estimated fair value of our commodity derivative instruments was a net asset of $607 million comprised of current assets and liabilities and noncurrent assets.liabilities.

By ~~reducing~~removing price volatility from a portion of our expected production through December ~~2023,~~2024, we have mitigated, but not eliminated, the potential negative effects of changing prices on our operating cash flows for those periods. While mitigating the negative effects of falling commodity prices, these derivative contracts also limit the benefits we would receive from increases in commodity prices above the fixed hedge prices.

Counterparty and Customer Credit Risk

Our principal exposures to credit risk are through receivables resulting from the following: commodity derivative contracts ($~~716~~625 million at June 30, ~~2019)~~2020); and the sale of our natural gas, NGLs and oil production ($~~292~~223 million at June 30, ~~2019)~~2020), which we market to energy companies, end users, and refineries.

By using derivative instruments that are not traded on an exchange to hedge exposures to changes in commodity prices, we expose ourselves to the credit risk of our counterparties. Credit risk is the potential failure of a counterparty to perform under the terms of a derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to owe us, which

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creates credit risk. To minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions that management deems to be competent and competitive market makers. The creditworthiness of our counterparties is subject to periodic review. We have commodity hedges in place with ~~sixteen~~15 different counterparties, ~~fourteen~~13 of which are lenders under our Credit Facility. The fair value of our commodity derivative contracts of approximately ~~$716~~$619 million at June 30, ~~2019~~2020 included the following derivative assets by bank counterparty: ~~Morgan Stanley - $121 million;~~ Wells Fargo - ~~$120~~$127 million; Citigroup - ~~$118 million; JP Morgan - $105 million; Scotiabank - $99~~$114 million; Canadian Imperial Bank of Commerce - ~~$64~~$103 million; Morgan Stanley - $94 million; JP Morgan - $88 million; Scotiabank - $43 million; PNC - $23 million; BNP Paribas - ~~$26~~$13 million; ~~Bank of Montreal~~TD Energy - ~~$16 million; PNC – $15~~$8 million; Natixis - ~~$11 million; Toronto Dominion~~$7 million and Truist - ~~$8 million; SunTrust - $8 million; Capital One - $3 million; Fifth Third - $1 million; and DNB Bank - $1~~$4 million. The estimated fair value of our commodity derivative assets has been risk-adjusted using a discount rate based upon the counterparties’ respective published credit default swap rates (if available, or if not available, a discount rate based on the applicable Reuters bond rating) at June 30, ~~2019~~2020 for each of the European and American banks. We believe that all of these institutions, currently, are acceptable credit risks. Other than as provided by the Credit Facility, we are not required to provide credit support or collateral to any of our counterparties under our derivative contracts, nor are they required to provide credit support to us. As of June 30, ~~2019,~~2020, we did not have any past-due receivables from, or payables to, any of the counterparties to our derivative contracts.

We are also subject to credit risk due to the concentration of our receivables from several significant customers for sales of natural gas, NGLs, and oil. We generally do not require our customers to post collateral. The inability or failure of our significant customers to meet their obligations to us, or their insolvency or liquidation, may adversely affect our financial results.

Interest Rate Risks

Our primary exposure to interest rate risk results from outstanding borrowings under ~~our~~the Credit ~~Facility. The Credit~~ Facility, which has a floating interest rate. The average annualized interest rate incurred on the Credit Facility during the six months ended June 30, ~~2019~~2020 was approximately ~~4.57%~~3.22%. We estimate that a 1.0% increase in ~~each of~~ the applicable average interest rates for the six months ended June 30, ~~2019~~2020 would have resulted in an estimated ~~$1.1~~$4.1 million increase in interest expense.

Item 4.Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, ~~2019~~2020 at a level of reasonable assurance.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1.Legal Proceedings.

The information required by this item is included in Note 1415—Contingencies to our unaudited condensed consolidated financial statements and is incorporated herein.

Item 1A. Risk Factors.

We are subject to certain risks and hazards due to the nature of the business activities we conduct. For a discussion of these risks, see “Item 1A. Risk Factors” in ~~our 2018 Form 10-K. The risks described in our 2018~~the 2019 Form 10-K ~~could materially~~ and

~~Table of Contents~~

~~adversely affect~~ our ~~business, financial condition, cash flows, and results of operations.~~Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. There have been no material changes to the risks described in ~~our 2018 Form 10-K.~~such reports. We may experience additional risks and uncertainties not currently known to us. Furthermore, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect ~~our business, financial condition, cash flows, and results of operations.~~us.

Item 2. Unregistered Sales of Equity Securities

Issuer Purchases of Equity Securities

The following table sets forth our share purchase activity for each period presented:

Period

Total Number of Shares Purchased

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans

Maximum Number of Shares that May Yet be Purchased Under the Plan

April 1, 2019 - April 30, 2019

211,444

$
8.59

—

N/A

May 1, 2019 - May 31, 2019

—

$
—

—

N/A

June 1, 2019 - June 30, 2019

—

$
—

—

N/A


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan
April 1, 2020 - April 30, 2020 ⁽¹⁾		1,217,613	$	0.87		1,000,000	$	—
May 1, 2020 - May 31, 2020		—	$	—		—	$	—
June 1, 2020 - June 30, 2020		—	$	—		—	$	—
Total		1,217,613	$	0.87		1,000,000

(1)

The total number of shares purchased includes 217,613 shares repurchased in April representing shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of restricted stock and restricted stock units held by our employees. The remaining share repurchases were for purchases agreed to in March that settled in April under our prior share repurchase program, which expired on March 31, 2020.

~~Shares purchased represent shares~~Table of ~~our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of Antero equity awards held by our employees.~~Contents

In October 2018, the Company’s Board of Directors authorized a $600 million share repurchase program. During the three months ended June 30, 2019, there were no shares repurchased under this program.

Item 6.Exhibits.


Exhibit Number		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation of Antero Resources Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on October 17, 2013).
3.2		Amended and Restated Bylaws of Antero Resources Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on October 17, 2013).
4.1*		Sixth Supplemental Indenture related to the 5.375% Senior Notes due 2021, dated June 3, 2020, by and among Antero Resources Corporation, the several guarantors named therein and Wells Fargo Bank, National Association, as trustee.
4.2*		Fourth Supplemental Indenture related to the 5.125% Senior Notes due 2022, dated June 3, 2020, by and among Antero Resources Corporation, the several guarantors named therein and Wells Fargo Bank, National Association, as trustee.
4.3*		Second Supplemental Indenture related to the 5.625% Senior Notes due 2023, dated June 3, 2020, by and among Antero Resources Corporation, the several guarantors named therein and Wells Fargo Bank, National Association, as trustee.
4.4*		Second Supplemental Indenture related to the 5.0% Senior Notes due 2025, dated June 3, 2020, by and among Antero Resources Corporation, the several guarantors named therein and Wells Fargo Bank, National Association, as trustee.
10.1*		~~Form~~Fourth Amendment to Fifth Amended and Restated Credit Agreement, dated as of ~~Performance Share Unit Grant Notice and Performance Share Unit Agreement under the~~June 5, 2020, among Antero Resources Corporation, as Borrower, certain subsidiaries of the Borrower, as Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2*		Fifth Amendment to Fifth Amended and Restated Credit Agreement, dated as of June 12, 2020, among Antero Resources Corporation, as Borrower, certain subsidiaries of the Borrower, as Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.3		Antero Resources Corporation 2020 Long-Term Incentive ~~Plan.~~Plan, effective June 17, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on June 23, 2020).
31.1*		Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).
31.2*		Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).
32.1*		Certification of the Company’s Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).
32.2*		Certification of the Company’s Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).
101*		The following financial information from this Quarterly Report on Form 10-Q of Antero Resources Corporation for the quarter ended June 30, ~~2019~~2020 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The exhibits marked with the asterisk symbol (*) are filed or furnished with this Quarterly Report on Form 10-Q.

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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.


ANTERO RESOURCES CORPORATION

By:	/s/ GLEN C. WARREN, JR.
	Glen C. Warren, Jr.
	President, Chief Financial Officer and Secretary

Date:	July ~~31, 2019~~29, 2020


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		2
PART I—FINANCIAL INFORMATION		4
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4745
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6867
Item 4.	Controls and Procedures	7069
PART II—OTHER INFORMATION		70
Item 1.	Legal Proceedings	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered Sales of Equity Securities	7170
Item 6.	Exhibits	71
SIGNATURES		72


	Common Stock				Additional paid-		Accumulated		Noncontrolling		Total
	Shares		Amount		in capital		earnings		interests		equity
Balances, December 31, 2017		316,379	$	3,164		6,570,952		1,575,065		726,955		8,876,136
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes		145		1		(1,067)		—		—		(1,066)
Issuance of common units in Antero Midstream Partners LP upon vesting of equity-based compensation awards, net of units withheld for income taxes		—		—		(50)		—		32		(18)
Equity-based compensation		—		—		18,802		—		2,354		21,156
Net income and comprehensive income		—		—		—		14,833		65,977		80,810
Effects of changes in ownership interests in consolidated subsidiaries		—		—		(555)		—		555		—
Distributions to noncontrolling interests		—		—		—		—		(55,915)		(55,915)
Other		—		—		—		—		(5)		(5)
Balances, March 31, 2018		316,524	$	3,165		6,588,082		1,589,898		739,953		8,921,098
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes		528		6		(5,589)		—		—		(5,583)
Issuance of common units in Antero Midstream Partners LP upon vesting of equity-based compensation awards, net of units withheld for income taxes		—		—		(4,007)		—		2,707		(1,300)
Equity-based compensation		—		—		16,930		—		2,141		19,071
Net income (loss) and comprehensive income (loss)		—		—		—		(136,385)		69,110		(67,275)
Effects of changes in ownership interests in consolidated subsidiaries		—		—		2,121		—		(2,121)		—
Distributions to noncontrolling interests		—		—		—		—		(63,108)		(63,108)
Other		—		—		—		—		8		8
Balances, June 30, 2018		317,052	$	3,171		6,597,537		1,453,513		748,690		8,802,911


(in thousands)	March 12, 2019
Current assets	$	763,109
Property and equipment, net		3,003,693
Other noncurrent assets		501,208
Total assets	$	4,268,010

Current liabilities	$	123,473
Long-term debt		2,359,084
Other noncurrent liabilities		123,523
Total liabilities	$	2,606,080

Net assets	$	1,661,930


	Stonewall ⁽¹⁾		MarkWest Joint Venture		Antero Midstream Corporation ⁽²⁾		Total
Balance at December 31, 2018	$	68,103		365,539		—		433,642
Investments⁽³⁾		—		25,020		—		25,020
Equity in net income of unconsolidated affiliates		1,894		10,370		15,402		27,666
Distributions/dividends from unconsolidated affiliates		(3,000)		(9,605)		(47,922)		(60,527)
Elimination of intercompany profit		—		—		11,928		11,928
Effects of deconsolidation ⁽⁴⁾		(66,997)		(391,324)		1,987,795		1,529,474
Balance at June 30, 2019	$	—		—		1,967,203		1,967,203


	For the period
		March 13, 2019 through
(in thousands)	June 30, 2019
Revenues	$	309,726
Operating expenses		168,056
Income from operations	$	141,670
Net income attributable to the equity method investments	$	92,471


	December 31, 2018		June 30, 2019
Antero Resources:
Credit Facility (a)	$	405,000		175,000
5.375% senior notes due 2021 (b)		1,000,000		1,000,000
5.125% senior notes due 2022 (c)		1,100,000		1,100,000
5.625% senior notes due 2023 (d)		750,000		750,000
5.00% senior notes due 2025 (e)		600,000		600,000
Net unamortized premium		1,241		1,095
Net unamortized debt issuance costs		(26,700)		(23,716)
Antero Midstream Partners:
Midstream Credit Facility ⁽¹⁾		990,000		—
5.375% senior notes due 2024 ⁽¹⁾		650,000		—
Net unamortized debt issuance costs ⁽¹⁾		(7,853)		—
	$	5,461,688		3,602,379


Asset retirement obligations—December 31, 2018	$	58,979
Obligations settled		(153)
Obligations incurred		807
Revisions to prior estimates		—
Accretion expense		1,894
Effect of deconsolidation of Antero Midstream Partners LP ⁽¹⁾		(7,518)
Asset retirement obligations—June 30, 2019	$	54,009


		Weighted average		Aggregate
	Number of shares	grant date fair value		intrinsic value (in thousands)
Total awarded and unvested—December 31, 2018	1,712,485	$	24.57	$	16,080
Granted	1,568,617	$	8.69
Vested	(674,312)	$	28.04
Forfeited	(190,525)	$	18.05
Total awarded and unvested—June 30, 2019	2,416,265	$	13.81	$	13,362


				Weighted
		Weighted average		average remaining	Intrinsic
	Stock options	exercise price		contractual life	value (in thousands)
Outstanding at December 31, 2018	579,617	$	50.55	5.81	$	—
Granted	—	$	—
Exercised	—	$	—
Forfeited	(46,062)	$	50.00
Expired	—	$	—
Outstanding at June 30, 2019	533,555	$	50.60	5.29	$	—
Vested or expected to vest as of June 30, 2019	533,555	$	50.60	5.29	$	—
Exercisable at June 30, 2019	533,555	$	50.60	5.29	$	—


	Number of units	Weighted average grant date fair value
Total awarded and unvested—December 31, 2018	1,767,299	$	26.36
Granted	1,416,378	$	9.26
Vested	(31,944)	$	27.38
Forfeited	(342,161)	$	32.72
Total awarded and unvested—June 30, 2019	2,809,572	$	16.95


	Number of units	Weighted average grant date fair value		Aggregate intrinsic value (in thousands)
Total awarded and unvested—December 31, 2018	583,000	$	27.63	$	12,470
Granted	5,972	$	23.44
Vested	(3,853)	$	32.44
Forfeited	(20,338)	$	26.73
AMP Plan Units awarded and unvested—March 12, 2019	564,781	$	27.59	$	13,476
Effect of conversion ⁽¹⁾	504,119	$	14.58
Vested	(317,651)	$	14.06
Forfeited	(18,906)	$	13.86
Total awarded and unvested—June 30, 2019	732,343	$	14.82	$	8,393


	Natural gas MMBtu/day	Oil Bbls/day	Natural Gas Liquids MT/day	Weighted average index price
Three months ending September 30, 2019:
NYMEX ($/MMBtu)	755,000	—	—	$	3.32
NYMEX-WTI($/Bbl)	—	5,000	—		61.83
Argus Butane ARA ($/MT)	—	—	242		330.25
Argus Butane FEI ($/MT)	—	—	24		370.00
Argus Propane ARA ($/MT)	—	—	484		328.17
Argus Propane FEI ($/MT)	—	—	274		383.41
Total	755,000	5,000	1,024
Three months ending December 31, 2019:
NYMEX ($/MMBtu)	755,000	—		$	3.45
NYMEX-WTI($/Bbl)	—	5,000			61.83
Total	755,000	5,000
Year ending December 31, 2020:
NYMEX ($/MMBtu)	2,227,500	—		$	2.87
NYMEX-WTI($/Bbl)	—	5,000			59.03
Total	2,227,500	5,000
Year ending December 31, 2021:
NYMEX ($/MMBtu)	1,010,000			$	2.88
Year ending December 31, 2022:
NYMEX ($/MMBtu)	850,000			$	3.00
Year ending December 31, 2023:
NYMEX ($/MMBtu)	90,000			$	2.91


	Natural gas	Hedged
	MMBtu/day	differential
Year ending December 31, 2020:	60,000	$	0.353
Year ending December 31, 2021:	40,000	$	0.414
Year ending December 31, 2022:	60,000	$	0.515
Year ending December 31, 2023:	50,000	$	0.525
Year ending December 31, 2024:	50,000	$	0.530


	Natural gas	Weighted average index price
	MMBtu/day	Ceiling price		Floor price
Three months ending September 30, 2019:
NYMEX ($/MMBtu)	1,575,000	$	3.30	$	2.50
Three months ending December 31, 2019:
NYMEX ($/MMBtu)	1,575,000	$	3.52	$	2.50


	December 31, 2018			June 30, 2019
	Balance sheet location	Fair value		Balance sheet location	Fair value
		(In thousands)			(In thousands)
Asset derivatives not designated as hedges for accounting purposes:
Commodity derivatives - current	Derivative instruments	$	245,263	Derivative instruments	$	346,894
Commodity derivatives - noncurrent	Derivative instruments		362,169	Derivative instruments		369,548

Total asset derivatives			607,432			716,442

Liability derivatives not designated as hedges for accounting purposes:
Commodity derivatives - current	Derivative instruments		532	Derivative instruments		274
Commodity derivatives - noncurrent	Derivative instruments		—	Derivative instruments		—

Total liability derivatives			532			274

Net derivatives		$	606,900		$	716,168


(in thousands)	Office Leases		Equipment Leases		Total
2019	$	8,630		6,042		14,672
2020		8,471		4,517		12,988
2021		8,450		2,410		10,860
2022		8,427		274		8,701
2023		7,495		—		7,495
Thereafter		49,367		—		49,367
Total	$	90,840		13,243		104,083


Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Three Months Ended June 30, 2018
(In thousands)

	Parent (Antero)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Revenue and other:
Natural gas sales	$	473,540		—		—		—		473,540
Natural gas liquids sales		255,985		—		—		—		255,985
Oil sales		38,873		—		—		—		38,873
Commodity derivative fair value gains		55,336		—		—		—		55,336
Gathering, compression, water handling and treatment		—		—		250,392		(244,874)		5,518
Marketing		160,202		—		—		—		160,202
Marketing derivative fair value losses		(110)		—		—		—		(110)
Gain on sale of assets		—		—		583		(583)		—
Other income		5,179		—		—		(5,179)		—
Total revenue and other		989,005		—		250,975		(250,636)		989,344
Operating expenses:
Lease operating		32,312		—		62,218		(64,366)		30,164
Gathering, compression, processing, and transportation		409,708		—		12,400		(114,322)		307,786
Production and ad valorem taxes		24,886		—		1,005		—		25,891
Marketing		213,420		—		—		—		213,420
Exploration		1,471		—		—		—		1,471
Impairment of oil and gas properties		134,437		—		—		—		134,437
Impairment of gathering systems and facilities		4,470		—		4,614		(583)		8,501
Depletion, depreciation, and amortization		201,617		—		36,433		—		238,050
Accretion of asset retirement obligations		666		—		34		—		700
General and administrative		46,662		—		15,494		(469)		61,687
Accretion of contingent acquisition consideration		—		—		3,947		(3,947)		—
Total operating expenses		1,069,649		—		136,145		(183,687)		1,022,107
Operating income (loss)		(80,644)		—		114,830		(66,949)		(32,763)
Other income (expenses):
Equity in earnings of unconsolidated affiliates		—		—		9,264		—		9,264
Interest expense, net		(54,388)		—		(14,628)		(333)		(69,349)
Equity in earnings (loss) of consolidated subsidiaries		(26,926)		—		—		26,926		—
Total other expenses		(81,314)		—		(5,364)		26,593		(60,085)
Income (loss) before income taxes		(161,958)		—		109,466		(40,356)		(92,848)
Provision for income tax benefit		25,573		—		—		—		25,573
Net income (loss) and comprehensive income (loss) including noncontrolling interests		(136,385)		—		109,466		(40,356)		(67,275)
Net income and comprehensive income attributable to noncontrolling interests		—		—		—		69,110		69,110
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation	$	(136,385)		—		109,466		(109,466)		(136,385)


Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Six Months Ended June 30, 2018
(In thousands)

	Parent (Antero)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Revenue and other:
Natural gas sales	$	971,203		—		—		—		971,203
Natural gas liquids sales		490,155		—		—		—		490,155
Oil sales		69,146		—		—		—		69,146
Commodity derivative fair value gains		77,773		—		—		—		77,773
Gathering, compression, water handling and treatment		—		—		479,983		(469,530)		10,453
Marketing		304,591		—		—		—		304,591
Marketing derivative fair value gains		94,124		—		—		—		94,124
Gain on sale of assets		—		—		583		(583)		—
Other income		11,054		—		—		(11,054)		—
Total revenue and other		2,018,046		—		480,566		(481,167)		2,017,445
Operating expenses:
Lease operating		63,574		—		117,090		(123,778)		56,886
Gathering, compression, processing, and transportation		794,053		—		23,768		(218,097)		599,724
Production and ad valorem taxes		49,693		—		2,021		—		51,714
Marketing		409,159		—		—		—		409,159
Exploration		3,356		—		—		—		3,356
Impairment of oil and gas properties		184,973		—		—		—		184,973
Impairment of gathering systems and facilities		4,470		—		4,614		(583)		8,501
Depletion, depreciation, and amortization		397,429		—		68,865		—		466,294
Accretion of asset retirement obligations		1,322		—		68		—		1,390
General and administrative		93,082		—		29,949		(1,314)		121,717
Accretion of contingent acquisition consideration		—		—		7,821		(7,821)		—
Total operating expenses		2,001,111		—		254,196		(351,593)		1,903,714
Operating income		16,935		—		226,370		(129,574)		113,731
Other income (expenses):
Equity in earnings of unconsolidated affiliates		—		—		17,126		—		17,126
Interest expense, net		(107,886)		—		(25,925)		36		(133,775)
Equity in earnings (loss) of consolidated subsidiaries		(47,054)		—		—		47,054		—
Total other expenses		(154,940)		—		(8,799)		47,090		(116,649)
Income (loss) before income taxes		(138,005)		—		217,571		(82,484)		(2,918)
Provision for income tax benefit		16,453		—		—		—		16,453
Net income (loss) and comprehensive income (loss) including noncontrolling interests		(121,552)		—		217,571		(82,484)		13,535
Net income and comprehensive income attributable to noncontrolling interests		—		—		—		135,087		135,087
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation	$	(121,552)		—		217,571		(217,571)		(121,552)