What changed in this filing

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Item 1. Financial Statements

2024-07-31 compared with 2024-04-24 · 276 added, 158 removed, 765 unchanged (36% of the section changed)

100 unchanged sentences

authorized - 1,000,000 shares;

303,544 and 310,170 shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively

303,544 and 310,988 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively

Additional paid-in capital

5 unchanged sentences

ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Revenue and other:

1 unchanged sentence

Natural gas liquids sales

Commodity derivative fair value gains (losses)

Amortization of deferred revenue, VPP

Other revenue and income

Total revenue

Operating expenses:

Lease operating

Gathering, compression, processing and transportation

Production and ad valorem taxes

General and administrative (including equity-based compensation expense of $ 13,512 and $ 17,151 in 2023 and 2024, respectively)

Depletion, depreciation and amortization

Impairment of property and equipment

Accretion of asset retirement obligations

Contract termination and loss contingency

Gain on sale of assets

Other operating expense

Total operating expenses

Operating loss

Other income (expense):

Interest expense, net

Equity in earnings of unconsolidated affiliate

Total other expense

Loss before income taxes

Income tax benefit

Net loss and comprehensive loss including noncontrolling interests

net income and comprehensive income attributable to noncontrolling interests

Net loss and comprehensive loss attributable to Antero Resources Corporation

Loss per common share—basic

Loss per common share—diluted

Weighted average number of common shares outstanding:

See accompanying notes to unaudited condensed consolidated financial statements.

ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

(In thousands, except per share amounts)

Six Months Ended June 30,

Revenue and other:

Natural gas sales

Natural gas liquids sales

Commodity derivative fair value gains

21 unchanged sentences

Total other expense

Income before income taxes

Income tax expense

Net income and comprehensive income including noncontrolling interests

Income (loss) before income taxes

Income tax benefit (expense)

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

net income and comprehensive income attributable to noncontrolling interests

Net income and comprehensive income attributable to Antero Resources Corporation

Net income per common share—basic

Net income per common share—diluted

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

Net income (loss) per common share—basic

Net income (loss) per common share—diluted

Weighted average number of common shares outstanding:

13 unchanged sentences

Balances, March 31, 2023

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

Equity-based compensation

Distributions to noncontrolling interests

Net income (loss) and comprehensive income (loss)

Balances, June 30, 2023

Balances, December 31, 2023

5 unchanged sentences

Balances, March 31, 2024

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

Equity-based compensation

Distributions to noncontrolling interests

Net income (loss) and comprehensive income (loss)

Balances, June 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows provided by (used in) operating activities:

Net income including noncontrolling interests

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

Net income (loss) including noncontrolling interests

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

Depletion, depreciation, amortization and accretion

2 unchanged sentences

Payments for derivative monetizations

Deferred income tax expense

Deferred income tax expense (benefit)

Equity-based compensation expense

31 unchanged sentences

Distributions to noncontrolling interests in Martica Holdings LLC

Employee tax withholding for settlement of equity compensation awards

Net cash provided by (used in) financing activities

Employee tax withholding for settlement of equity-based compensation awards

Net cash provided by financing activities

Net increase in cash and cash equivalents

13 unchanged sentences

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2023 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position and accounting policies.

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC applicable to interim financial information and should be read in the context of the Company’s December 31, 2023 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, 2023 consolidated financial statements were included in Antero Resources’ 2023 Annual Report on Form 10-K, which was filed with the SEC.

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, 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, 2023 and March 31, 2024, results of operations and cash flows for the three months ended March 31, 2023 and 2024.

In the opinion of management, 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, 2023 and June 30, 2024, results of operations for the three and six months ended June 30, 2023 and 2024 and cash flows for the six months ended June 30, 2023 and 2024.

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 three months ended March 31, 2024 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 and other factors.

Operating results for the three and six months ended June 30, 2024 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 and other factors.

Principles of Consolidation

7 unchanged sentences

As of December 31, 2023, the book overdrafts included within accounts payable and revenue distributions payable were $ 11 million and $ 19 million, respectively.

As of March 31, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 7 million and $ 24 million, respectively.

Net Income Per Common Share

Net income per common share—basic for each period is computed by dividing net income attributable to Antero by the basic weighted average number of common shares outstanding during the period.

Net income per common share—diluted for each period is computed after giving consideration to the potential dilution from (i) outstanding equity awards using the treasury stock method and (ii) shares of common stock issuable upon conversion of the 2026 Convertible Notes (as defined below in Note 7—Long-Term Debt) using the if-converted method.

The Company includes restricted stock unit (“RSU”)

As of June 30, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 5 million and $ 16 million, respectively.

Net Income (Loss) Per Common Share

Net income (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 common shares outstanding during the period.

Net income (loss) per common share—diluted for each period is computed after giving consideration to the potential dilution from (i) outstanding equity-based awards using the treasury stock method and (ii) shares of common stock issuable upon conversion of the 2026 Convertible Notes (as defined below in Note 7—Long-Term Debt) using the if-converted method.

The Company includes restricted stock unit (“RSU”) awards, performance share unit (“PSU”) awards and stock options in the calculation of diluted

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

awards, performance share unit (“PSU”) awards and stock options in the calculation of diluted weighted average common 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 average common shares outstanding are equal to basic weighted average common shares outstanding because the effects of all equity awards and the 2026 Convertible Notes are anti-dilutive.

The following is a reconciliation of the Company’s income attributable to common stockholders for basic and diluted net income per common share (in thousands):

Three Months Ended March 31,

Net income attributable to Antero Resources Corporation—common shareholders

weighted average common 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 average common shares outstanding are equal to basic weighted average common shares outstanding because the effects of all equity-based awards and the 2026 Convertible Notes are anti-dilutive.

The following is a reconciliation of the Company’s income (loss) attributable to common stockholders for basic and diluted net income (loss) per common share (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Net income (loss) attributable to Antero Resources Corporation—common shareholders

Interest expense for 2026 Convertible Notes

Tax-effect of interest expense for 2026 Convertible Notes

Net income attributable to Antero Resources Corporation—common shareholders and assumed conversions

Net income per common share—basic

Net income per common share—diluted

Net income (loss) attributable to Antero Resources Corporation—common shareholders and assumed conversions

Net income (loss) per common share—basic

Net income (loss) per common share—diluted

Weighted average common shares outstanding—basic

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Basic weighted average number of common shares outstanding

3 unchanged sentences

Diluted weighted average number of common shares outstanding

Weighted average number of outstanding securities excluded from calculation of diluted net income per common share (1) :

Weighted average number of outstanding securities excluded from calculation of diluted net income (loss) per common share (1) :

Stock options

(1) The potential dilutive effects of these awards were excluded from the computation of net income per common share—diluted because the inclusion of these awards would have been anti-dilutive.

2026 Convertible Notes

(1) The potential dilutive effects of these securities were excluded from the computation of net income (loss) per common share—diluted because the inclusion of these securities would have been anti-dilutive.

Recently Issued Accounting Standards

47 unchanged sentences

The Company has accounted for the drilling partnership as a conveyance under FASB Accounting Standards Codification (“ASC”) Topic 932, Extractive Activities—Oil and Gas , and such conveyances are recorded in the unaudited condensed consolidated financial statements as QL obtains its proportionate working interest in each well.

No gain or loss was recognized for the interests conveyed during the three months ended March 31, 2023 and 2024.

No gain or loss was recognized for the interests conveyed during the three and six months ended June 30, 2023 and 2024.

Disaggregation of Revenue

1 unchanged sentence

See Note 16—Reportable Segments to the unaudited condensed consolidated financial statements for more information on reportable segments.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Reportable Segment

22 unchanged sentences

Accordingly, the Company’s contracts do not give rise to contract assets or liabilities.

As of December 31, 2023 and March 31, 2024, the Company’s receivables from contracts with customers were $ 401 million and $ 326 million, respectively.

As of December 31, 2023 and June 30, 2024, the Company’s receivables from contracts with customers were $ 401 million and $ 362 million, respectively.

(5) Equity Method Investment

As of March 31, 2024, Antero owned 28.9 % of Antero Midstream’s common stock, which is reflected in Antero’s unaudited condensed consolidated financial statements using the equity method of accounting.

As of June 30, 2024, Antero owned 28.9 % of Antero Midstream’s common stock, which is reflected in Antero’s unaudited condensed consolidated financial statements using the equity method of accounting.

The following table sets forth a reconciliation of Antero’s investment in unconsolidated affiliate (in thousands):

3 unchanged sentences

Elimination of intercompany profit

Balance as of March 31, 2024 (1)

(1) The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and March 31, 2024 was $ 1.7 billion and $ 2.0 billion, respectively, based on the quoted market share price of Antero Midstream .

Balance as of June 30, 2024 (1)

(1) The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and June 30, 2024 was $ 1.7 billion and $ 2.0 billion, respectively, based on the quoted market share price of Antero Midstream .

(6) Accrued Liabilities

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Notes to Unaudited Condensed Consolidated Financial Statements

(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 Resources’ assets and are subject to regular semi-annual redeterminations.

As of December 31, 2023 and March 31, 2024, the Credit Facility had a borrowing base of $ 3.5 billion with lender commitments of $ 1.6 billion.

(a) Senior Revolving Credit Facility

On July 30, 2024, Antero Resources entered into an amendment and restatement of its senior revolving credit facility with a consortium of bank lenders.

References to the (i) “Prior Credit Facility” refer to the credit facility in effect for periods prior to July 30, 2024, (ii) “New Credit Facility” refer to the credit facility in effect on or after July 30, 2024 and (iii) “Credit Facility” refer to the Prior Credit Facility and New Credit Facility, collectively.

Borrowings under the Prior Credit Facility were secured by substantially all of the assets of Antero Resources and certain of its subsidiaries, were subject to borrowing base limitations based on the collateral value of Antero Resources’ assets and were subject to regular semi-annual redeterminations.

As of December 31, 2023 and June 30, 2024, the Prior Credit Facility had a borrowing base of $ 3.5 billion with lender commitments of $ 1.6 billion.

The borrowing base was re-affirmed in the semi-annual redetermination in April 2024.

The maturity date of the Credit Facility is the earlier of (i) October 26, 2026 and (ii) the date that is 180 days prior to the earliest stated redemption date of any series of the Company’s then outstanding senior notes.

As of March 31, 2024, the Credit Facility had an available borrowing capacity of $ 752 million.

The Credit Facility contains requirements with respect to leverage and current ratios, and certain covenants, including restrictions on our ability to incur debt and limitations on our ability to pay dividends unless certain customary conditions are met, in each case, subject to customary carve-outs and exceptions.

Antero Resources was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2023 and March 31, 2024.

The Credit Facility provides for borrowing at either an Adjusted Term Secured Overnight Financing Rate (“SOFR”), an Adjusted Daily Simple SOFR or an Alternate Base Rate (each as defined in the Credit Facility).

The Credit Facility provides for interest only payments until maturity at which time all outstanding borrowings are due.

Interest is payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility.

Interest at the time of borrowing is determined with reference to the Antero Resources’ then-current leverage ratio subject to certain exceptions.

Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from 0.375 % to 0.500 % with respect to the Credit Facility, determined with reference to borrowing base utilization, subject to certain exceptions based on the leverage ratio then in effect.

The Credit Facility includes fall away covenants, lower interest rates and reduced collateral requirements that Antero Resources may elect if Antero Resources is assigned an Investment Grade Rating (as defined in the Credit Facility).

As of December 31, 2023, Antero Resources had an outstanding balance under the Credit Facility of $ 417 million, with a weighted average interest rate of 7.71 %, and outstanding letters of credit of $ 501 million.

As of March 31, 2024, Antero Resources had an outstanding balance under the Credit Facility of $ 415 million, with a weighted average interest rate of 7.68 %, and outstanding letters of credit of $ 443 million.

The maturity date of the Prior Credit Facility was the earlier of (i) October 26, 2026 and (ii) the date that is 180 days prior to the earliest stated redemption date of any series of Antero Resources’ then outstanding senior notes.

As of June 30, 2024, the Prior Credit Facility had an available borrowing capacity of $ 994 million.

The Prior Credit Facility contained requirements with respect to leverage and current ratios, and certain covenants, including restrictions on our ability to incur debt and limitations on our ability to pay dividends unless certain customary conditions are met, in each case, subject to customary carve-outs and exceptions.

Antero Resources was in compliance with all of the financial covenants under the Prior Credit Facility as of December 31, 2023 and June 30, 2024.

The Prior Credit Facility provided for borrowing at either an Adjusted Term Secured Overnight Financing Rate (“ SOFR ”), an Adjusted Daily Simple SOFR or an Alternate Base Rate, in each case, plus an Applicable Margin (each as defined in the Prior Credit Facility).

The Prior Credit Facility provided for interest only payments until maturity at which time all outstanding borrowings would be due.

Interest was payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing, plus an Applicable Margin under the Prior Credit Facility.

The Applicable Margin was determined with reference to Antero Resources’ then-current leverage ratio subject to certain exceptions, which for SOFR loans ranged from 1.75 % to 2.75 % during a non-investment grade period (based on utilization of the Prior Credit Facility) and 1.25 % and 1.875 % during an investment grade period (based on a ratings grid).

Commitment fees on the unused portion of the Prior Credit Facility were due quarterly at rates ranging from 0.375 % to 0.500 % with respect to the Prior Credit Facility, determined with reference to borrowing base utilization, subject to certain exceptions based on the leverage ratio then in effect.

The Prior Credit Facility included fall away covenants, lower interest rates and reduced collateral requirements that Antero Resources could elect if Antero Resources was assigned an Investment Grade Rating (as defined in the Prior Credit Facility).

As of June 30, 2024, Antero Resources had not made such election.

As of December 31, 2023, Antero Resources had an outstanding balance under the Prior Credit Facility of $ 417 million, with a weighted average interest rate of 7.71 %, and outstanding letters of credit of $ 501 million.

As of June 30, 2024, Antero Resources had an outstanding balance under the Prior Credit Facility of $ 496 million, with a weighted average interest rate of 7.44 %, and outstanding letters of credit of $ 120 million.

Borrowings under the New Credit Facility are unsecured and are not guaranteed by any of Antero Resources’ subsidiaries.

As of July 30, 2024, the New Credit Facility had lender commitments of $ 1.65 billion.

The New Credit Facility matures on July 30, 2029 (the “Maturity Date”), provided that Antero Resources may request two one-year extensions of the Maturity Date, subject to satisfaction of certain conditions and consent of the extending lenders.

Commitments under the New Credit Facility may be increased by up to $ 500 million subject to the agreement of Antero Resources and new or existing lenders under the New Credit Facility.

The New Credit Facility contains a financial maintenance covenant with respect to Antero Resources’ total indebtedness to capitalization ratio not to exceed 65 % at the end of any fiscal quarter, and certain covenants, including restrictions on our ability to incur liens or debt, subject in each case to certain significant exceptions.

Antero Resources was in compliance with the financial covenant under the New Credit Facility as of July 30, 2024.

The New Credit Facility provides for borrowing at either an Adjusted Term SOFR, an Adjusted Daily Simple SOFR or an Alternate Base Rate, in each case, plus an Applicable Margin (each as defined in the New Credit Facility).

The New Credit Facility provides for interest only payments until maturity at which time all outstanding borrowings are due.

Interest is payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing, plus an Applicable Margin under the New Credit Facility.

The Applicable Margin is determined with reference to the Antero Resources’ then-current credit ratings ranging from 1.125 % to 2.00 % for SOFR loans.

Commitment fees on the unused

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

portion of the New Credit Facility are due quarterly at rates ranging from 0.125 % to 0.300 % with respect to the New Credit Facility, determined with reference to Antero Resources’ then-current credit ratings.

The proceeds of the loans made under the New Credit Facility may be used (i) to pay fees and expenses incurred in connection with the transactions related thereto and the refinancing of the Prior Credit Facility and (ii) to finance working capital needs, and for other general corporate purposes, of Antero Resources and its subsidiaries.

(b) 8.375 % Senior Notes Due 2026

On January 4, 2021, Antero Resources issued $ 500 million of 8.375 % senior notes due July 15, 2026 (the “2026 Notes”) at par .

The Company redeemed or otherwise repurchased $ 403 million principal amount of the 2026 Notes during 2021 and 2022, and as of March 31, 2024, $ 97 million principal amount of the 2026 Notes remained outstanding.

The Company redeemed or otherwise repurchased $ 403 million principal amount of the 2026 Notes during 2021 and 2022, and as of June 30, 2024, $ 97 million principal amount of the 2026 Notes remained outstanding.

The 2026 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

6 unchanged sentences

On January 26, 2021, Antero Resources issued $ 700 million of 7.625 % senior notes due February 1, 2029 (the “2029 Notes”) at par .

The Company redeemed or otherwise repurchased $ 293 million principal amount of the 2029 Notes during 2021 and 2022, and as of March 31, 2024, $ 407 million principal amount of the 2029 Notes remained outstanding.

The Company redeemed or otherwise repurchased $ 293 million principal amount of the 2029 Notes during 2021 and 2022, and as of June 30, 2024, $ 407 million principal amount of the 2029 Notes remained outstanding.

The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

3 unchanged sentences

Antero Resources may redeem all or part of the 2029 Notes at any time at redemption prices ranging from 103.813 % currently to 100.00 % on or after February 1, 2027.

If Antero Resources undergoes a change of

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

control followed by a rating decline, the holders of the 2029 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 2029 Notes, plus accrued and unpaid interest.

If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2029 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 2029 Notes, plus accrued and unpaid interest.

(d) 5.375 % Senior Notes Due 2030

8 unchanged sentences

If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2030 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 2030 Notes, plus accrued and unpaid interest.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(e) 4.25 % Convertible Senior Notes Due 2026

4 unchanged sentences

The Company extinguished $ 206 million principal amount of the 2026 Convertible Notes in 2021.

In addition, between 2022 and the first quarter of 2024, $ 81 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company, and as of March 31, 2024, no 2026 Convertible Notes remained outstanding.

In addition, between 2022 and the first quarter of 2024, $ 81 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company, and as of June 30, 2024, no 2026 Convertible Notes remained outstanding.

See “—Conversions and Inducements,” for more information.

4 unchanged sentences

Conversions and Inducements

During the three months ended March 31, 2023, $ 9 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms, and an additional $ 9 million aggregate principal amount of the 2026 Convertible Notes were induced into conversion by the Company.

During the first quarter of 2023, $ 9 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms, and an additional $ 9 million aggregate principal amount of the 2026 Convertible Notes were induced into conversion by the Company.

The Company elected to settle these conversions by issuing 4 million shares of common stock to the noteholders together with a cash inducement premium of $ 0.1 million.

There were no conversions of the 2026 Convertible Notes during the second quarter of 2023.

On March 11, 2024, the Company called the $ 26 million aggregate principal amount of the 2026 Convertible Notes that remained outstanding for redemption on April 1, 2024, at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.

The Company’s election to call the remaining 2026 Convertible Notes allowed holders of the 2026 Convertible Notes to exercise their conversion right through March 28, 2024.

During the three months

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

ended March 31, 2024, all remaining $ 26 million aggregate principal amount of the 2026 Convertible Notes converted pursuant to their terms.

During the first quarter of 2024, all remaining $ 26 million aggregate principal amount of the 2026 Convertible Notes converted pursuant to their terms.

The Company elected to settle these conversions by issuing 6 million shares of common stock to the noteholders.

6 unchanged sentences

Revisions to prior estimates

Asset retirement obligations—March 31, 2024

Asset retirement obligations—June 30, 2024

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

(9) Equity-Based Compensation

On June 17, 2020, Antero Resources’ stockholders approved the Antero Resources Corporation 2020 Long-Term Incentive Plan (the “2020 Plan”), which replaced the Antero Resources Corporation Long-Term Incentive Plan (the “2013 Plan”), and the 2020 Plan became effective as of such date.

The 2020 Plan provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, RSU awards, vested stock awards, dividend equivalent awards and other stock-based and cash awards.

On June 17, 2020, Antero Resources’ stockholders approved the Antero Resources Corporation 2020 Long Term Incentive Plan (the “AR LTIP”), which replaced the Antero Resources Corporation Long Term Incentive Plan (the “2013 Plan”) and became effective as of such date.

On June 5, 2024, the Company’s stockholders approved the Amended and

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

Restated Antero Resources Corporation 2020 Long Term Incentive Plan (the “Amended AR LTIP”).

This amendment increased the number of shares of the Company’s common stock reserved for awards from 10,050,000 shares to 14,916,100 shares, and extended the term of the plan from June 17, 2030 to June 5, 2034.

The Amended AR LTIP provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, RSU awards, vested stock awards, dividend equivalent awards and other stock-based and cash awards.

The terms and conditions of the awards granted are established by the Compensation Committee of Antero Resources’ Board of Directors.

Employees, officers, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the 2020 Plan.

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 5,507,361 shares were available for future grant under the 2020 Plan as of March 31, 2024.

Employees, officers, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the Amended AR LTIP.

The Amended AR LTIP provides for the reservation of 14,916,100 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery 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 the actual delivery of shares to be considered not delivered and thus, available for new awards under the Amended AR LTIP.

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 AR LTIP or Amended AR LTIP (other than stock options and stock appreciation rights), will again be available for new awards under the Amended AR LTIP.

A total of 10,815,035 shares were available for future grant under the Amended AR LTIP as of June 30, 2024.

The Company’s equity-based compensation expense, by type of award, is as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Converted AM RSU Awards (1)

1 unchanged sentence

Total expense

(1) Antero Resources recognized compensation expense for equity awards granted by Antero Midstream Partners LP’s (‘Antero Midstream Partners”) under its equity compensation plans prior to March 12, 2019 (date of deconsolidation) because the awards under such plans were accounted for as if they were distributed by Antero Midstream Partners to Antero Resources.

(1) Antero Resources recognized compensation expense for equity-based awards granted by Antero Midstream Partners LP’s (“Antero Midstream Partners”) under its equity compensation plans prior to March 12, 2019 (date of deconsolidation) because the awards under such plans were accounted for as if they were distributed by Antero Midstream Partners to Antero Resources.

Antero Resources allocated a portion of equity-based compensation expense related to grants prior to March 12, 2019 to Antero Midstream Partners based on its proportionate share of Antero Resources’ labor costs.

As of March 31, 2023, all such awards were fully vested, and there is no remaining unamortized expense attributable to these awards after such date .

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(a) Restricted Stock Unit Awards

1 unchanged sentence

Total awarded and unvested—December 31, 2023

Total awarded and unvested—March 31, 2024

As of March 31, 2024, there was $ 84 million of unamortized equity-based compensation expense related to unvested RSUs.

( 1,536,814 )

Total awarded and unvested—June 30, 2024

As of June 30, 2024, there was $ 73 million of unamortized equity-based compensation expense related to unvested RSUs.

That expense is expected to be recognized over a weighted average period of 2.0 years.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

Performance Share Unit Awards

9 unchanged sentences

Performance Share Unit Awards Based on Leverage Ratio

In 2021, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2021, December 31, 2022, and December 31, 2023, in each case, subject to certain continued employment criteria (“2021 Leverage Ratio PSUs”).

The number of shares of common stock that could ultimately be earned ranged from zero to 200 % of the target number of PSUs granted.

The performance conditions for the performance periods ended December 31, 2021, 2022 and 2023 were met at 200 % of target.

During the first quarter of 2024, the 2021 Leverage Ratio PSUs vested and converted into approximately 0.4 million shares of common stock.

In March 2024, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2024 December 31, 2025 and December 31, 2026, in each case, subject to certain continued employment criteria (“2024 Leverage Ratio PSUs”).

The number of shares of common stock that may ultimately be earned following the end of the third performance period with respect to the 2024 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2024

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

Leverage Ratio PSUs originally granted.

In March 2024, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined in the award agreement) (“Net Debt to EBITDAX”) determined as of the last day of each of three one-year performance periods ending on December 31, 2024 December 31, 2025 and December 31, 2026, in each case, subject to certain continued employment criteria (“2024 Leverage Ratio PSUs”).

Expense related to the 2024 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.

As of March 31, 2024, the likelihood of achieving the performance conditions related to the 2024 Leverage Ratio PSUs was probable.

As of June 30, 2024, the likelihood of achieving the performance conditions related to the 2024 Leverage Ratio PSUs was probable.

Summary Information for Performance Share Unit Awards

1 unchanged sentence

Total awarded and unvested—December 31, 2023

Total awarded and unvested—March 31, 2024

As of March 31, 2024, there was $ 29 million of unamortized equity-based compensation expense related to unvested PSUs.

Total awarded and unvested—June 30, 2024

(1) During the three months ended June 30, 2024, the PSUs granted in 2021 that were based on absolute TSR and Net Debt to EBITDAX met the performance criteria to achieve vesting at 150 % and 200 % of target, respectively, and converted into approximately 0.7 million shares of the Company’s common stock.

As of June 30, 2024, there was $ 24 million of unamortized equity-based compensation expense related to unvested PSUs.

That expense is expected to be recognized over a weighted average period of 1.5 years.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(10) Fair Value

The carrying values of accounts receivable and accounts payable as of December 31, 2023 and March 31, 2024 approximated market values because of their short-term nature.

The carrying values of the amounts outstanding under the Credit Facility as of December 31, 2023 and March 31, 2024 approximated fair value because the variable interest rates are reflective of current market conditions.

The carrying values of accounts receivable and accounts payable as of December 31, 2023 and June 30, 2024 approximated market values because of their short-term nature.

The carrying values of the amounts outstanding under the Prior Credit Facility as of December 31, 2023 and June 30, 2024 approximated fair value because the variable interest rates are reflective of current market conditions.

The following table sets forth the fair value and carrying value of the senior notes and 2026 Convertible Notes (in thousands):

December 31, 2023

March 31, 2024

June 30, 2024

2026 Convertible Notes

6 unchanged sentences

In addition, the Company periodically enters into contracts that contain embedded features that are required to be bifurcated and accounted for separately as derivatives.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(a) Commodity Derivative Positions

3 unchanged sentences

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 three months ended March 31, 2023 and 2024.

The Company was party to various fixed price commodity swap contracts that settled during the three and six months ended June 30, 2023 and 2024.

The Company enters into these swap contracts when management believes that favorable future sales prices for the Company’s production can be secured.

6 unchanged sentences

therefore, all gains and losses are recognized in the Company’s statements of operations and comprehensive income.

As of March 31, 2024, the Company’s fixed price swap positions excluding Martica, the Company’s consolidated VIE, were as follows:

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

As of June 30, 2024, the Company’s fixed price swap positions excluding Martica, the Company’s consolidated VIE, were as follows:

Commodity / Settlement Period

Contracted Volume

April-December 2024

July-December 2024

Mont Belvieu Propane-OPIS TET

1 unchanged sentence

The put option was embedded within another contract, and since the embedded put option was not clearly and closely related to its host contract, the Company bifurcated this derivative instrument and reflects it at fair value in the unaudited condensed consolidated financial statements.

As of March 31, 2024, the Company’s call option and embedded put option arrangements were as follows:

As of June 30, 2024, the Company’s call option and embedded put option arrangements were as follows:

Commodity / Settlement Period

Contracted Volume

April-December 2024

July-December 2024

January-December 2025

January-December 2026

As of March 31, 2024, 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:

As of June 30, 2024, 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 Average

3 unchanged sentences

Hedged Differential

April-December 2024

As of March 31, 2024, the Company’s fixed price swap positions for Martica, the Company’s consolidated VIE, were as follows:

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

July-December 2024

As of June 30, 2024, the Company’s fixed price swap positions for Martica, the Company’s consolidated VIE, were as follows:

Commodity / Settlement Period

Contracted Volume

April-December 2024

July-December 2024

January-March 2025

April-December 2024

July-December 2024

West Texas Intermediate

1 unchanged sentence

West Texas Intermediate

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The table below presents a summary of the fair values of the Company’s derivative instruments and where such values are recorded in the condensed consolidated balance sheets (in thousands).

1 unchanged sentence

December 31, 2023

March 31, 2024

June 30, 2024

Asset derivatives not designated as hedges for accounting purposes:

13 unchanged sentences

(2) As of December 31, 2023, approximately $ 5 million of commodity derivative liabilities, including $ 3 million of current commodity derivatives and $ 2 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica.

As of March 31, 2024, $ 2 million of current commodity derivative liabilities are attributable to the Company’s consolidated VIE, Martica.

As of June 30, 2024, $ 4 million of current commodity derivative liabilities are attributable to the Company’s consolidated VIE, Martica.

The following table sets forth 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 condensed consolidated balance sheets as of the dates presented, all at fair value (in thousands):

December 31, 2023

March 31, 2024

June 30, 2024

Net Amounts of

9 unchanged sentences

Commodity derivative liabilities

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The following table sets forth a summary of derivative fair value gains and losses and where such values are recorded in the unaudited condensed consolidated statements of operations and comprehensive income (in thousands):

Three Months Ended March 31,

Commodity derivative fair value gains (1)

Three Months Ended June 30,

Six Months Ended June 30,

Commodity derivative fair value gains (losses) (1)

Embedded derivative fair value gains (losses) (1)

(1) The fair value of derivative instruments was determined using Level 2 inputs .

Commodity derivative fair value gains for the three months ended March 31, 2023, includes a loss of $ 202 million related to the early settlement of the Company’s natural gas swaption agreement.

Commodity derivative fair value gains for the six months ended June 30, 2023, includes a loss of $ 202 million related to the early settlement of the Company’s natural gas swaption agreement.

The payment for this early settlement is classified as an operating cash flow on the Company’s condensed consolidated statement of cash flows.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The Company leases certain office space, processing plants, drilling rigs and completion services, gas gathering lines, compressor stations, and other office and field equipment.

28 unchanged sentences

Operating lease right-of-use assets

Other office and field equipment

Office, field and other equipment

Operating lease right-of-use assets

16 unchanged sentences

Total finance lease liabilities

(1) Gas gathering lines and compressor stations includes $ 1.3 billion related to Antero Midstream as of December 31, 2023 and March 31, 2024.

(1) Gas gathering lines and compressor stations includes $ 1.3 billion and $ 1.2 billion related to Antero Midstream as of December 31, 2023 and June 30, 2024, respectively.

See “—Related party lease disclosure” for additional discussion.

(2) Financing lease assets are recorded net of accumulated amortization of $ 1 million and $ 2 million as of December 31, 2023 and March 31, 2024 , respectively.

(2) Financing lease assets are recorded net of accumulated amortization of $ 1 million as of December 31, 2023 and June 30, 2024 .

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

3 unchanged sentences

Costs associated with operating and finance leases were included in the unaudited condensed consolidated statement of operations and comprehensive income (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Classification

27 unchanged sentences

The following table presents the Company’s supplemental cash flow information related to leases (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

5 unchanged sentences

Right-of-use assets obtained in exchange for new operating lease obligations

Increase to existing right-of-use assets and lease obligations from operating lease modifications, net (1)

(1) During the three months ended March 31, 2023, the weighted average discount rate for remeasured operating leases increased from 5.2 % as of December 31, 2022 to 5.8 % as of March 31, 2023.

During the three months ended March 31, 2024, the weighted average discount rate for remeasured operating leases decreased from 6.5 % as of December 31, 2023 to 5.9 % as of March 31, 2024.

Increase (decrease) to existing right-of-use assets and lease obligations from operating lease modifications, net (1)

(1) During the six months ended June 30, 2023, the weighted average discount rate for remeasured operating leases increased from 5.2 % as of December 31, 2022 to 5.8 % as of June 30, 2023.

During the six months ended June 30, 2024, the weighted average discount rate for remeasured operating leases decreased from 6.5 % as of December 31, 2023 to 6.0 % as of June 30, 2024.

ANTERO RESOURCES CORPORATION

1 unchanged sentence

(d) Maturities of Lease Liabilities

The table below is a schedule of future minimum payments for operating and financing lease liabilities as of March 31, 2024 (in thousands):

The table below is a schedule of future minimum payments for operating and financing lease liabilities as of June 30, 2024 (in thousands):

Operating Leases

6 unchanged sentences

December 31, 2023

March 31, 2024

June 30, 2024

Operating Leases

6 unchanged sentences

The Company has gathering and compression service agreements with Antero Midstream that include:

(i) the second amended and restated gathering and compression agreement dated December 8, 2019 (the “2019 gathering and compression agreement”), (ii) a gathering and compression agreement from Antero Midstream’s acquisition in 2022 of certain Marcellus gathering and compression assets in an area of dedication (the “Marcellus gathering and compression agreement”) and (iii) a compression agreement from Antero Midstream’s acquisition in 2022 of certain Utica compressors (the “Utica compression agreement” and (iv) a gathering and compression agreement from Antero Midstream’s acquisition in the second quarter of 2024 of certain central Marcellus gathering and compression assets (the “Mountaineer gathering and compression agreement,” and together with the 2019 gathering and compression agreement, Marcellus gathering and compression agreement and the Utica compression agreement, the “gathering and compression agreements”).

Pursuant to the gathering and compression agreements with Antero Midstream, the Company has dedicated substantially all of its current and future acreage in West Virginia, Ohio and Pennsylvania to Antero Midstream for gathering and compression services.

The 2019 gathering and compression agreement has an initial term through 2038, the Marcellus gathering and compression agreement expires in 2031 and the Utica compression agreement has two dedicated areas that expire in 2024 and 2030.

Upon expiration of each of the Marcellus gathering and compression agreement and the Utica compression agreement, Antero Midstream will continue to provide gathering and compression services under the 2019 gathering and compression agreement.

The 2019 gathering and compression agreement, Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica compression agreement has two dedicated areas that expire in 2024 and 2030.

Upon expiration of the Marcellus gathering and compression agreement, the Utica compression agreement and the Mountaineer gathering and compression agreement, Antero Midstream will continue to provide gathering and compression services under the 2019 gathering and compression agreement.

Under the gathering and compression agreements, Antero Midstream receives a low pressure gathering fee per Mcf, a high pressure gathering fee per Mcf and a compression fee per Mcf, as applicable, subject to annual Consumer Price Index (“CPI”)-based adjustments.

If and to the extent the Company requests that Antero Midstream construct new low pressure lines, high pressure lines and compressor stations, the 2019 gathering and compression agreement contains options at Antero Midstream’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for 75 % of the high pressure gathering capacity and 70 % of the compression capacity of the requested capacity of such new construction for 10 years or (ii) a cost of service fee that allows the Antero Midstream to earn a 13 % rate of return on such new construction over seven years .

In addition, the Marcellus gathering and compression agreement provides for a minimum volume commitment that requires the Company to utilize or pay for 25 % of the compression capacity for a period of 10 years from the in-service date.

The 2019 gathering and compression agreement includes a growth incentive fee program that expired on December 31, 2023 whereby low pressure gathering fees were reduced during the three months ended March 31, 2023 to the extent the Company achieved certain quarterly volumetric targets.

The Company’s throughput gathered under the Marcellus gathering and compression assets acquired by the Company was not considered in the low pressure gathering volume targets.

Upon completion of the initial contract term, the 2019 gathering and compression agreement will continue in effect from year to year

The Marcellus gathering and compression agreement provides for a minimum volume commitment that requires the Company to utilize or pay for 25 % of the compression capacity for a period of 10 years from the in-service date.

The Mountaineer gathering and compression agreement provides for monthly minimum compression and gathering fees for each compressor station or high pressure gathering line, respectively, for a period of 12 years commencing 90 days after such asset’s in-service date.

As of June 30, 2024, the minimum volume commitments for the 2019 gathering and compression

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by notice from either the Company or Antero Midstream to the other party on or before the 180 th day prior to the anniversary of such agreement.

The Company earned fee rebates for the three months ended March 31, 2023 of $ 12 million.

Gathering and compression fees paid by Antero related to these agreements were $ 176 million and $ 199 million for the three months ended March 31, 2023 and 2024, respectively.

As of December 31, 2023 and March 31, 2024, $ 65 million and $ 78 million, respectively, was included within Accounts payable, related parties on the condensed consolidated balance sheet as due to Antero Midstream related to these agreements.

agreement and Marcellus gathering and compression agreement end in 2034 and 2024, respectively, and the minimum compression and gathering fees for the Mountaineer gathering and compression agreement end in 2026.

The 2019 gathering and compression agreement included a growth incentive fee program that expired on December 31, 2023 whereby low pressure gathering fees were reduced from 2020 through 2023 to the extent the Company achieved certain quarterly volumetric targets.

The Company’s throughput gathered under the Marcellus gathering and compression agreement was not considered in the low pressure gathering volume targets.

The Company earned fee rebates of $ 12 million and $ 24 million for the three and six months ended June 30, 2023, respectively.

Upon completion of the initial contract term, the 2019 gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by notice from either the Company or Antero Midstream to the other party on or before the 180 th day prior to the anniversary of such agreement.

Gathering and compression fees paid by the Company related to these agreements were $ 185 million and $ 202 million for the three months ended June 30, 2023 and 2024, respectively.

For the six months ended June 30, 2023 and 2024, gathering and compression fees paid by the Company related to this agreement were $ 361 million and $ 401 million, respectively.

As of December 31, 2023 and June 30, 2024, $ 65 million and $ 75 million, respectively, was included within accounts payable, related parties on the condensed consolidated balance sheets as due to Antero Midstream related to these agreements.

(13) Commitments

The following table sets forth a schedule of future minimum payments for the Company’s contractual obligations, which include leases that have a lease term in excess of one year as of March 31, 2024 (in thousands):

Operating and

16 unchanged sentences

however, the Company will record in the unaudited condensed consolidated financial statements its proportionate share of costs based on its working interest.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

3 unchanged sentences

See Note 12—Leases to the unaudited condensed consolidated financial statements for more information on the Company’s operating and finance leases.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The Company has entered into various land acquisition and sand supply agreements.

6 unchanged sentences

During the first quarter of 2023, the Company executed an early termination of its firm transportation commitment of 200,000 MMBtu per day on the Equitrans pipeline and made a cash payment of $ 24 million.

There are no remaining payment obligations related to any delayed or cancelled contracts as of March 31, 2024.

There are no remaining payment obligations related to any delayed or cancelled contracts as of June 30, 2024.

(14) Contingencies

7 unchanged sentences

The Company’s operations at these facilities are not suspended, and management does not expect these matters to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

(b) Production Taxes

The Company is subject to production taxes in the states in which it operates.

The Company’s production tax filings in West Virginia for 2018 to 2020 tax years were subject to audit by the State of West Virginia.

All assessments received in conjunction with this audit have been recorded in the unaudited condensed consolidated statements of operations and comprehensive net loss during the three months ended June 30, 2024;

however, the Company has filed an appeal with regard to such assessments.

At this time, the Company believes the outcome of this matter will not have a material adverse effect on the Company’s unaudited condensed consolidated financial position, results of operations or cash flows.

The Company is party to various other legal proceedings and claims in the ordinary course of its business.

1 unchanged sentence

In addition, pending litigation against the Company and other similarly situated peer operators could have an impact on the methods for determining the amount of permitted post-production costs and types of costs that have been, and may be, deducted from royalty payments, among other things.

While the amounts claimed could be material, we are unable to predict with certainty the ultimate outcome of such claims and proceedings.

While the amounts claimed could be material, we are unable to predict

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

with certainty the ultimate outcome of such claims and proceedings.

Rulings were recently received in two cases to which the Company is a party, and where the plaintiffs alleged, and the court found, that certain post-production costs may not be deducted:

7 unchanged sentences

See Note 16—Reportable Segments to the unaudited condensed consolidated financial statements for the operating results of the Company’s reportable segments.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(16) Reportable Segments

27 unchanged sentences

The operating results and assets of the Company’s reportable segments were as follows (in thousands):

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Equity Method

14 unchanged sentences

Capital expenditures for segment assets

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Equity Method

16 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

Six Months Ended June 30, 2023

Equity Method

Investment in

Elimination of

Unconsolidated

Sales and revenues:

Total revenue

Operating expenses:

Lease operating

Gathering, compression, processing, transportation and water handling

General and administrative

Depletion, depreciation and amortization

Impairment of property and equipment

Total operating expenses

Operating income (loss)

Equity in earnings of unconsolidated affiliates

Capital expenditures for segment assets

Six Months Ended June 30, 2024

Equity Method

Investment in

Elimination of

Unconsolidated

Sales and revenues:

Total revenue

Operating expenses:

Lease operating

Gathering, compression, processing, transportation and water handling

General and administrative

Depletion, depreciation and amortization

Impairment of property and equipment

Total operating expenses

Operating income (loss)

Equity in earnings of unconsolidated affiliates

Capital expenditures for segment assets

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The summarized assets of the Company’s reportable segments are as follows (in thousands):

6 unchanged sentences

( 5,737,618 )

As of March 31, 2024

As of June 30, 2024

Equity Method

5 unchanged sentences

(17) Subsidiary Guarantors

Antero Resources’ senior notes are fully and unconditionally guaranteed by Antero Resources’ existing subsidiaries that guarantee the Credit Facility.

As of June 30, 2024, Antero Resources’ senior notes were fully and unconditionally guaranteed by Antero Resources’ existing subsidiaries that guaranteed the Prior Credit Facility.

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 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 (i) 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, (ii) 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 (iii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the notes.

The tables set forth below present summarized financial information of Antero, as parent, and its guarantor subsidiaries (in thousands).

As described in Note 7—Long-Term Debt, the New Credit Facility is unsecured and is not guaranteed by any of Antero Resources’ subsidiaries.

As such, each subsidiary guarantor was released from its obligations under the indentures and its guarantee effective July 30, 2024.

The tables set forth below present summarized financial information of Antero, as parent, and its guarantor subsidiaries as of December 31, 2023 and June 30, 2024 and for the six months ended June 30, 2024 (in thousands).

The Company’s wholly owned subsidiaries are not restricted from making distributions to the Company.

3 unchanged sentences

December 31, 2023

March 31, 2024

June 30, 2024

Accounts receivable, non-guarantor subsidiaries

8 unchanged sentences

Statement of Operations

Three Months Ended

March 31, 2024

Six Months Ended

June 30, 2024

Operating expenses

Income from operations

Net income and comprehensive income including noncontrolling interests

Net income and comprehensive income attributable to Antero Resources Corporation

Loss from operations

Net loss and comprehensive loss including noncontrolling interests

Net loss and comprehensive loss attributable to Antero Resources Corporation

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements