What changed in this filing

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Item 1. Financial Statements

2024-10-30 compared with 2024-07-31 · 218 added, 183 removed, 858 unchanged (32% of the section changed)

55 unchanged sentences

(In thousands, except per share amounts)

September 30,

Current assets:

43 unchanged sentences

authorized - 1,000,000 shares;

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

303,544 and 311,031 shares issued and outstanding as of December 31, 2023 and September 30, 2024, respectively

Additional paid-in capital

5 unchanged sentences

ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

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

(In thousands, except per share amounts)

Three Months Ended June 30,

Three Months Ended September 30,

Revenue and other:

1 unchanged sentence

Natural gas liquids sales

Commodity derivative fair value gains (losses)

Commodity derivative fair value gains

Amortization of deferred revenue, VPP

9 unchanged sentences

Accretion of asset retirement obligations

Contract termination and loss contingency

Contract termination, loss contingency and settlements

Gain on sale of assets

1 unchanged sentence

Total operating expenses

Operating loss

Operating income (loss)

Other income (expense):

1 unchanged sentence

Equity in earnings of unconsolidated affiliate

Loss on early extinguishment of debt

Total other expense

Loss before income taxes

Income tax benefit

Net loss and comprehensive loss including noncontrolling interests

Income (loss) before income taxes

Income tax expense

Net income (loss) and comprehensive income (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

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:

3 unchanged sentences

(In thousands, except per share amounts)

Six Months Ended June 30,

Nine Months Ended September 30,

Revenue and other:

14 unchanged sentences

Accretion of asset retirement obligations

Contract termination and loss contingency

Loss (gain) on sale of assets

Contract termination, loss contingency and settlements

Gain on sale of assets

Other operating expense

Total operating expenses

Operating income

Operating income (loss)

Other income (expense):

1 unchanged sentence

Equity in earnings of unconsolidated affiliate

Loss on early extinguishment of debt

Loss on convertible note inducement

27 unchanged sentences

Balances, June 30, 2023

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

Conversion of 2026 Convertible Notes

Equity-based compensation

Distributions to noncontrolling interests

Net income and comprehensive income

Balances, September 30, 2023

See accompanying notes to unaudited condensed consolidated financial statements.

ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands)

Treasury Stock

Noncontrolling

Balances, December 31, 2023

10 unchanged sentences

Balances, June 30, 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 interest

Net income (loss) and comprehensive income (loss)

Balances, September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows provided by (used in) operating activities:

12 unchanged sentences

Settlement of asset retirement obligations

Contract termination and loss contingency

Loss (gain) on sale of assets

Contract termination, loss contingency and settlements

Gain on sale of assets

Loss on early extinguishment of debt

Loss on convertible note inducement

21 unchanged sentences

( 3,222,300 )

Payment of debt issuance costs

Convertible note inducement

20 unchanged sentences

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 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.

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 September 30, 2024, results of operations for the three and nine months ended September 30, 2023 and 2024 and cash flows for the nine months ended September 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 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.

Operating results for the three and nine months ended September 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 June 30, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 5 million and $ 16 million, respectively.

As of September 30, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 6 million and $ 18 million, respectively.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

Net Income (Loss) Per Common Share

1 unchanged sentence

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

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.

The Company includes restricted stock unit (“RSU”) 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-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,

Three Months Ended

Nine Months Ended

September 30,

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

7 unchanged sentences

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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Basic weighted average number of common shares outstanding

7 unchanged sentences

(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.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The Company recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss carryforwards for income tax purposes and the differences between the financial statement and tax basis of assets and liabilities.

The effect of changes in tax laws or tax rates is recognized during the period such changes are enacted.

The effect of tax credits related to historical periods is recognized during the period when such credit is claimed on a filed tax return.

The Company commissioned a multi-year research and development (“R&D”) tax credit study related to the Company’s drilling and completion methods that is expected to favorably impact the Company’s effective tax rate and future tax obligations when the results are recorded.

The R&D tax study is expected to be finalized and filed on the Company’s federal and state tax returns, as applicable, during the fourth quarter of 2024.

Recently Issued Accounting Standards

5 unchanged sentences

Early adoption is permitted.

ASU 2023-07 is required to be applied retrospectively to all prior

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

periods presented in the financial statements.

The Company is evaluating the impact that ASU 2023-07 will have on the financial statements and its plans for adoption, including the adoption date.

ASU 2023-07 is required to be applied retrospectively to all prior periods presented in the financial statements.

The Company is evaluating the impact that ASU 2023-07 will have on the financial statements.

The Company plans to adopt ASU 2023-07 in the Annual Report on Form 10-K for the year ending December 31, 2024.

In December 2023, the FASB issued ASU No.

3 unchanged sentences

ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted.

The Company is evaluating the impact that ASU 2023-09 will have on the financial statements and its plans for adoption, including the adoption date and transition method .

The Company is evaluating the impact that ASU 2023-09 will have on the financial statements and the transition method it plans to use for adoption.

The Company plans to adopt ASU 2023-09 in the Annual Report on Form 10-K for the year ending December 31, 2025.

(3) Transactions

6 unchanged sentences

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 or (b) the earlier of (i) April 1, 2023 or (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.

As of April 1, 2023, Sixth Street no longer has the right to participate in any new wells, and Martica reconveyed the Development Override to the Company, except for the portion relating to wells turned to sales prior to April 1, 2023.

As of April 1, 2023,

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

Sixth Street no longer has the right to participate in any new wells, and Martica reconveyed the Development Override to the Company, except for the portion relating to wells turned to sales prior to April 1, 2023.

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 failing to achieve such production volumes through March 31, 2023 will remain with Martica.

The Incremental Override (or a portion thereof, as applicable) could be re-conveyed to the Company (at the Company’s election) if certain production targets attributable to the ORRIs were achieved through March 31, 2023.

Any portion of the Incremental Override that could not be re-conveyed to the Company based on the Company failing to achieve such production volumes through March 31, 2023 will remain with Martica.

As of March 31, 2023, 24 % of the Incremental Override (or a 0.48 % overriding royalty interest) will remain with Martica.

4 unchanged sentences

Under the terms of the arrangement, each year in which QL participates represents an annual tranche, and QL will be conveyed a working interest in any wells spud by Antero Resources during such tranche year.

For 2021 through 2024, Antero Resources and QL agreed to the estimated internal rate of return (“IRR”) of the Company’s capital budget for each annual tranche, and QL agreed to

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

participate in all four annual tranches.

For 2021 through 2024, Antero Resources and QL agreed to the estimated internal rate of return (“IRR”) of the Company’s capital budget for each annual tranche, and QL agreed to participate in all four annual tranches.

Antero Resources develops and manages the drilling program associated with each tranche, including the selection of wells.

7 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 and six months ended June 30, 2023 and 2024.

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

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

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 June 30,

Six Months Ended June 30,

Three Months Ended

Nine Months Ended

September 30,

Reportable Segment

17 unchanged sentences

For the Company’s product sales that have a contract term of one year or less, the Company 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.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

Contract Balances

1 unchanged sentence

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

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

As of December 31, 2023 and September 30, 2024, the Company’s receivables from contracts with customers were $ 401 million and $ 319 million, respectively.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(5) Equity Method Investment

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.

As of December 31, 2023 and September 30, 2024, Antero owned 29.0 % and 28.9 %, respectively, 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):

Balance as of December 31, 2023 (1)

Additional investments (2)

Equity in earnings of unconsolidated affiliate

1 unchanged sentence

Elimination of intercompany profit

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 .

Balance as of September 30, 2024 (1)

(1) The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and September 30, 2024 was $ 1.7 billion and $ 2.1 billion, respectively, based on the quoted market share price of Antero Midstream.

(2) During the three months ended September 30, 2024, the Company received 0.1 million additional shares of Antero Midstream common stock as part of a judgment in a legal proceeding with an unaffiliated third-party.

(6) Accrued Liabilities

Accrued liabilities consisted of the following items (in thousands):

September 30,

Capital expenditures

8 unchanged sentences

Long-term debt consisted of the following items (in thousands):

September 30,

Credit Facility (a)

8 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

(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.

(a) Credit Facility

Antero Resources has a senior revolving credit facility with a consortium of bank lenders.

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

Senior Unsecured 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 (“Unsecured Credit Facility”).

Borrowings are unsecured and are not guaranteed by any of Antero Resources’ subsidiaries.

As of September 30, 2024, the Unsecured Credit Facility had lender commitments of $ 1.65 billion and available borrowing capacity of $ 1.0 billion.

The Unsecured 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 Unsecured Credit Facility may be increased by up to $ 500 million subject to the agreement of Antero Resources and its lenders.

The Unsecured 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 its 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 Unsecured Credit Facility as of September 30, 2024.

The Unsecured 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, in each case, plus an Applicable Margin (each as defined in the Unsecured Credit Facility).

The Unsecured 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 Unsecured Credit Facility.

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

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

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

As of September 30, 2024, Antero Resources had an outstanding balance under the Unsecured Credit Facility of $ 527 million, with a weighted average interest rate of 6.47 %, and outstanding letters of credit of $ 120 million.

Senior Secured Revolving Credit Facility

On October 26, 2021, Antero Resources entered into an amended and restated senior secured revolving credit facility (the “Credit Facility”) with a consortium of bank lenders (“Secured Credit Facility”).

Borrowings 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, the Secured 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 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

The Secured Credit Facility was refinanced in full and terminated upon the closing of the Unsecured Credit Facility on July 30, 2024.

The Secured 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 Secured Credit Facility as of December 31, 2023.

The Secured Credit Facility provided 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 Secured Credit Facility).

The Secured 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

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.

borrowing, plus an Applicable Margin under the Secured 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 Secured 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 Secured Credit Facility were due quarterly at rates ranging from 0.375 % to 0.500 % with respect to the Secured Credit Facility, determined with reference to borrowing base utilization, subject to certain exceptions based on the leverage ratio then in effect.

The Secured 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 Secured Credit Facility).

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

(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 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.

The 2026 Notes rank pari passu to Antero Resources’ other outstanding senior notes.

The 2026 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries.

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

The 2026 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes.

As of July 30, 2024, the 2026 Notes are not guaranteed by any of Antero Resources’ subsidiaries.

Interest on the 2026 Notes is payable on January 15 and July 15 of each year.

3 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 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.

The 2029 Notes rank pari passu to Antero Resources’ other outstanding senior notes.

The 2029 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries.

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

The 2029 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes.

As of July 30, 2024, the 2029 Notes are not guaranteed by any of Antero Resources’ subsidiaries.

Interest on the 2029 Notes is payable on February 1 and August 1 of each year.

3 unchanged sentences

On June 1, 2021, Antero Resources issued $ 600 million of 5.375 % senior notes due March 1, 2030 (the “2030 Notes”) at par .

The 2030 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2030 Notes rank pari passu to Antero Resources’ other outstanding senior notes.

The 2030 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries.

The 2030 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes.

As of July 30, 2024, the 2030 Notes are not guaranteed by any of Antero Resources’ subsidiaries.

Interest on the 2030 Notes is payable on March 1 and September 1 of each year.

11 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 June 30, 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 September 30, 2024, no 2026 Convertible Notes remained outstanding.

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

4 unchanged sentences

Conversions and Inducements

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.

During the nine months ended September 30, 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.

There were no conversions of the 2026 Convertible Notes during the third 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.

9 unchanged sentences

Revisions to prior estimates

Asset retirement obligations—June 30, 2024

Asset retirement obligations—September 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 “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”).

(9) Equity-Based Compensation

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

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

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.

2 unchanged sentences

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.

A total of 10,871,264 shares were available for future grant under the Amended AR LTIP as of September 30, 2024.

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Converted AM RSU Awards (1)

8 unchanged sentences

( 1,588,616 )

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.

Total awarded and unvested—September 30, 2024

As of September 30, 2024, there was $ 60 million of unamortized equity-based compensation expense related to unvested RSUs.

That expense is expected to be recognized over a weighted average period of 1.8 years.

15 unchanged sentences

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

As of September 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—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.

Total awarded and unvested—September 30, 2024

(1) During the nine months ended September 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 September 30, 2024, there was $ 17 million of unamortized equity-based compensation expense related to unvested PSUs.

That expense is expected to be recognized over a weighted average period of 1.4 years.

1 unchanged sentence

Notes to Unaudited Condensed Consolidated Financial Statements

Stock Options

A summary of the stock option activity is as follows:

(in thousands) (1)

Outstanding—December 31, 2023

Outstanding—September 30, 2024

Vested—September 30, 2024

Exercisable—September 30, 2024

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

(10) Fair Value

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 carrying values of accounts receivable and accounts payable as of December 31, 2023 and September 30, 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 September 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

June 30, 2024

September 30, 2024

2026 Convertible Notes

11 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 and six months ended June 30, 2023 and 2024.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The Company was party to various fixed price commodity swap contracts that settled during the three and nine months ended September 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.

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:

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

Commodity / Settlement Period

Contracted Volume

July-December 2024

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

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

Commodity / Settlement Period

Contracted Volume

July-December 2024

October-December 2024

January-December 2025

January-December 2026

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:

As of September 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

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:

October-December 2024

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

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

Commodity / Settlement Period

Contracted Volume

July-December 2024

October-December 2024

January-March 2025

July-December 2024

October-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

June 30, 2024

September 30, 2024

Asset derivatives not designated as hedges for accounting purposes:

Commodity derivatives—current

Derivative instruments

Embedded derivatives—current

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

As of September 30, 2024, $ 3 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

June 30, 2024

September 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 June 30,

Six Months Ended June 30,

Commodity derivative fair value gains (losses) (1)

Three Months Ended

Nine Months Ended

September 30,

Commodity derivative fair value gains (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 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.

Commodity derivative fair value gains for the nine months ended September 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.

18 unchanged sentences

The Company’s lease assets and liabilities consisted of the following items (in thousands):

September 30,

Balance Sheet Classification

27 unchanged sentences

Total finance lease liabilities

(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.

(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 September 30, 2024, respectively.

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

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

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

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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Classification

7 unchanged sentences

Statement of operations

Contract termination

Contract termination, loss contingency and settlements

Operating lease cost

17 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

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

6 unchanged sentences

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.

(1) During the nine months ended September 30, 2023, the weighted average discount rate for remeasured operating leases increased from 5.1 % as of December 31, 2022 to 5.8 % as of September 30, 2023.

During the nine months ended September 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 September 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 June 30, 2024 (in thousands):

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

Operating Leases

6 unchanged sentences

December 31, 2023

June 30, 2024

September 30, 2024

Operating Leases

14 unchanged sentences

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

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

ANTERO RESOURCES CORPORATION

3 unchanged sentences

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.

The Company earned fee rebates of $ 12 million and $ 36 million for the three and nine months ended September 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.

Gathering and compression fees paid by the Company related to these agreements were $ 189 million and $ 207 million for the three months ended September 30, 2023 and 2024, respectively.

For the nine months ended September 30, 2023 and 2024, gathering and compression fees paid by the Company related to this agreement were $ 550 million and $ 608 million, respectively.

As of December 31, 2023 and September 30, 2024, $ 65 million and $ 77 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 June 30, 2024 (in thousands):

Operating and

29 unchanged sentences

The Company incurs costs associated with the delay or cancellation of certain contracts with third-parties.

These costs are recorded in contract termination and loss contingency in the statements of operations and comprehensive income.

These costs are recorded in contract termination, loss contingency and settlements in the statements of operations and comprehensive income.

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 June 30, 2024.

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

(14) Contingencies

10 unchanged sentences

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.

45 unchanged sentences

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

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Equity Method

14 unchanged sentences

Capital expenditures for segment assets

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Equity Method

16 unchanged sentences

Notes to Unaudited Condensed Consolidated Financial Statements

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Equity Method

14 unchanged sentences

Capital expenditures for segment assets

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Equity Method

24 unchanged sentences

( 5,737,618 )

As of June 30, 2024

As of September 30, 2024

Equity Method

5 unchanged sentences

(17) Subsidiary Guarantors

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.

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.

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

Balance Sheets

As of December 31, 2023, Antero Resources’ senior notes were fully and unconditionally guaranteed by Antero Resources’ existing subsidiaries that guaranteed the Secured Credit Facility.

A subsidiary guarantor would 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 designated such subsidiary as an unrestricted subsidiary and such designation complied with the other applicable provisions of the indentures governing the senior notes or (iii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the senior notes.

As described in Note 7—Long-Term Debt, the Unsecured Credit Facility 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 on July 30, 2024.

The table set forth below presents summarized financial information of Antero, as parent, and its guarantor subsidiaries as of December 31, 2023.

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

Balance Sheet

December 31, 2023

June 30, 2024

Accounts receivable, non-guarantor subsidiaries

Other current assets

Total current assets

Current assets

Noncurrent assets

4 unchanged sentences

Total liabilities

Statement of Operations

Six Months Ended

June 30, 2024

Operating expenses

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