21 unchanged sentences
● domestic, local and foreign governmental regulation and taxes.
−Removed: The daily spot prices for NYMEX Henry Hub natural gas ranged from a high of $3.78 per MMBtu to a low of $1.74 per MMBtu in 2023, and the daily spot prices for NYMEX West Texas Intermediate crude oil ranged from a high of $96.37 per barrel to a low of $66.61 per barrel during the same period.
−Removed: While oil and natural gas prices were substantially lower in 2023 than they were in 2022, the markets for these commodities have historically been volatile, and these markets will likely continue to be volatile in the future.
+Added: The first of month prices for NYMEX Henry Hub natural gas ranged from a high of $3.43 per MMBtu to a low of $1.58 per MMBtu in 2024, and the calendar month average prices for NYMEX West Texas Intermediate crude oil ranged from a high of $84.39 per barrel to a low of $69.37 per barrel during the same period.
+Added: Natural gas prices were substantially lower in 2024 than they were in 2023, while oil prices were relatively consistent in 2024 and 2023.
+Added: The markets for these commodities have historically been volatile, and these markets will likely continue to be volatile in the future.
In addition, the market price for natural gas in the Appalachian Basin continues to be lower relative to NYMEX Henry Hub as a result of the significant increases in the supply of natural gas in the Northeast region in recent years.
2 unchanged sentences
Prolonged low, and/or significant or extended declines in, natural gas, NGLs and oil prices may adversely affect our revenues, operating income, cash flows and financial position, particularly if we are unable to control our development costs during periods of lower natural gas, NGLs and oil prices.
−Removed: Declines in prices could also adversely affect our drilling activities and the amount of natural gas, NGLs and oil that we can produce economically, which may result in our having to make significant downward
−Removed: adjustments to the value of our assets and could cause us to incur non-cash impairment charges to earnings in future periods.
+Added: Declines in prices could also adversely affect our drilling activities and the amount of natural gas, NGLs and oil that we can produce economically, which may result in our having to make significant downward adjustments to the value of our assets and could cause us to incur non-cash impairment charges to earnings in future periods.
Reductions in cash flows from lower commodity prices have required us to reduce our capital spending and could reduce our production and our reserves, negatively affecting our future rate of growth.
9 unchanged sentences
Due to our improved liquidity and leverage position as compared to past levels, the percentage of our expected production that we hedge has decreased.
−Removed: For example, in 2023, we hedged 1% of our natural gas production through fixed swaps , and our NGLs and oil production was unhedged, and as of December 31, 2023, we do not have any fixed swap contracts.
+Added: For example, in 2023 and 2024, substantially all of our production was unhedged, and as of December 31, 2024, we had fixed swap and collar contracts in place for a nominal portion of our natural gas production in 2025 and 2026.
To the extent that we engage in hedging activity in the future, we may be prevented from realizing the near-term benefits of price increases above the levels of the hedges.
17 unchanged sentences
For example, in response to the coronavirus pandemic, governments tried to slow the spread of the virus by imposing social distancing guidelines, travel restrictions and stay-at-home orders, among other actions, which caused a significant decrease in the demand for oil and to a lesser extent, natural gas and NGLs.
−Removed: We are unable to predict the extent to which another world health event
−Removed: could impact our business results and operations, but such events could give rise to an imbalance between the supply of and demand for our products that could adversely affect our financial condition and results of operations .
+Added: We are unable to predict the extent to which another world health event could impact our business results and operations, but such events could give rise to an imbalance between the supply of and demand for our products that could adversely affect our financial condition and results of operations .
The development of our estimated proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate.
23 unchanged sentences
Investors should not assume that the standardized measure of discounted future net cash flows from our proved reserves is the current market value of our estimated oil and gas reserves.
−Removed: In accordance with SEC requirements, we based the discounted future net cash flows from our proved reserves on the twelve-month unweighted arithmetic average of the first-day-of-the-month price for the preceding twelve months without giving effect to derivative transactions.
+Added: In accordance with SEC requirements, we based the discounted future net cash flows from our proved reserves on the 12-month unweighted arithmetic average of the first-day-of-the-month price for the preceding twelve months without giving effect to derivative transactions.
Actual future net cash flows from our properties will be affected by factors such as the actual prices we receive for natural gas, NGLs and oil, the amount, timing and cost of actual production and changes in governmental regulations or taxation.
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Our future reserves and production, and therefore, our future cash flow and results of operations are highly dependent on our success in efficiently developing our current reserves and economically finding or acquiring additional recoverable reserves.
−Removed: We may not be able to develop, find or
−Removed: acquire sufficient additional reserves to replace our current and future production, and any such acquisition and development may be offset by any asset disposition.
+Added: We may not be able to develop, find or acquire sufficient additional reserves to replace our current and future production, and any such acquisition and development may be offset by any asset disposition.
If we are unable to replace our current and future production, the value of our reserves will decrease, and our business, financial condition and results of operations would be adversely affected.
11 unchanged sentences
For a discussion of the uncertainty involved in these processes, see “—Reserves—Reserve estimates depend on many assumptions that may turn out to be inaccurate.
−Removed: Any material inaccuracies in our reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.” In addition, our cost of drilling, completing and operating wells is subject to operational uncertainties.
+Added: Any material inaccuracies in our
+Added: reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.” In addition, our cost of drilling, completing and operating wells is subject to operational uncertainties.
Further, many factors may curtail, delay or cancel our scheduled drilling projects, including the following:
35 unchanged sentences
The availability of water recycling facilities and other disposal alternatives to receive all of the water produced from our wells may affect our production.
−Removed: Our inability to secure sufficient amounts
−Removed: of water, or to dispose of or recycle the water used in our operations, or to timely obtain water sourcing permits or other rights, could adversely impact our operations.
−Removed: The availability of water may change over time in ways that we cannot control, including as a result of climate change-related effects such as shifting weather patterns.
+Added: Our inability to secure sufficient amounts of water, or to dispose of or recycle the water used in our operations, or to timely obtain water sourcing permits or other rights, could adversely impact our operations.
+Added: The availability of water may change over time in ways that we cannot control, including as a result of climate related effects such as shifting weather patterns.
Additionally, the imposition of new environmental initiatives and regulations could include restrictions on our ability to obtain water or dispose of waste and adversely affect our business and operating results.
9 unchanged sentences
Business and Properties—Our Properties and Operations—Undeveloped Acreage Expirations.”
−Removed: As of December 31, 2023, we had 1,588 identified potential horizontal well locations in our proved, probable and possible reserve base.
+Added: As of December 31, 2024, we had 1,137 identified potential horizontal well locations in our proved, probable and possible reserve base and excludes 339 locations based on such locations being uneconomic at the SEC reserves prices for the year ended December 31, 2024.
As a result of the limitations described above, we may be unable to drill many of our potential well locations.
−Removed: In addition, we will require significant additional capital over a prolonged period to pursue the development of these locations, and we may not be able to obtain or generate the capital required to do so.
+Added: addition, we will require significant additional capital over a prolonged period to pursue the development of these locations, and we may not be able to obtain or generate the capital required to do so.
Any drilling activities we are able to conduct on these potential locations may not be successful or result in our ability to add additional proved reserves to our overall proved reserves, or may result in a downward revision of our estimated proved reserves, which could have a material adverse effect on our future business and results of operations.
17 unchanged sentences
Where this is the case, the allegations and damage theories have not been fully developed, and are all subject to inherent uncertainties.
−Removed: management’s view of the likelihood of a material and adverse financial impact from any such proceeding may change in the future.
−Removed: See Note 15—Contingencies to the consolidated financial statements for more information on legal proceedings.
−Removed: Increasing attention to ESG matters and conservation measures may adversely impact our business.
−Removed: Increasing attention to climate change, societal expectations on companies to address climate change, investor, regulatory and societal expectations regarding voluntary and mandatory ESG disclosures and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, negative impacts on our stock price and reduced access to capital markets.
−Removed: Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us.
−Removed: To the extent that societal pressures or regulatory or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.
+Added: As a result, management’s view of the likelihood of a material and adverse financial impact from any such proceeding may change in the future.
+Added: See Note 15—Contingencies to the consolidated financial statements for additional information on legal proceedings.
+Added: ESG matters and conservation measures may adversely impact our business.
+Added: Stakeholder attention to climate risks, societal expectations on companies related to climate risks, investor, regulatory and societal expectations regarding voluntary and mandatory ESG disclosures and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, negative impacts on our stock price and reduced access to capital markets.
+Added: Any increased attention to climate risks and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us and, depending on the nature of the claims asserted and other factors, such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.
Moreover, while we create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
3 unchanged sentences
We continue to evaluate a range of technology and other measures, such as carbon offsets, that could assist with meeting this goal.
−Removed: Given uncertainties related to the use of emerging technologies, the state of markets for and the availability of verified carbon offsets, we cannot predict whether or not we will be able to timely meet these goals, if at all.
+Added: Given uncertainties related to the use of emerging technologies, the state of markets
+Added: for and the availability of verified carbon offsets, we cannot predict whether or not we will be able to timely meet these goals, if at all.
In addition, while we may seek to only purchase carbon offsets verified by reputable third parties, we cannot guarantee that any carbon offsets we purchase will achieve the GHG emission reductions represented, and we could face increased costs to purchase additional carbon offsets to cover any gap or loss, particularly if carbon offset markets face capacity constraints as a result of increased demand.
13 unchanged sentences
Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.
−Removed: Also, institutional lenders may decide not to provide funding for oil and natural gas companies or the corresponding infrastructure projects based on climate change related concerns, which could affect our access to capital for potential growth projects.
+Added: Also, certain institutional lenders may decide not to provide funding for oil and natural gas companies or the corresponding infrastructure projects based on climate related concerns, which could affect our access to capital for potential growth projects.
Moreover, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively or recruit or retain employees, which may adversely affect our operations.
−Removed: Such ESG matters may also impact Antero Midstream and our
−Removed: customers, which may adversely impact our business, financial condition or results of operations.
+Added: Such ESG matters may also impact Antero Midstream and our customers, which may adversely impact our business, financial condition or results of operations.
We may incur substantial losses and be subject to substantial liability claims as a result of our operations.
54 unchanged sentences
We also collect and store sensitive data in the ordinary course of our business, including personally identifiable information as well as our proprietary business information and that of our customers, suppliers, investors and other stakeholders.
+Added: The growing regulatory landscape around data protection adds additional complexity to safeguarding this information.
The secure processing, maintenance and transmission of information is critical to our operations, and we monitor our key information technology systems in an effort to detect and prevent cyberattacks, security breaches or unauthorized access.
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We are not able to anticipate, detect or prevent all cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until an attack is already underway or significantly thereafter, and because attackers are increasingly using technologies specifically designed to circumvent cybersecurity measures and avoid detection.
−Removed: Cybersecurity attacks are also becoming more sophisticated and include, but
−Removed: are not limited to, ransomware, credential stuffing, spear phishing, social engineering, use of deepfakes (e.g., highly realistic synthetic media generated by artificial intelligence) and other attempts to gain unauthorized access to data for purposes of extortion or other malfeasance.
+Added: Cybersecurity attacks are also becoming more sophisticated and include, but are not limited to, ransomware, credential stuffing, spear phishing, social engineering, use of deepfakes (e.g., highly realistic synthetic media generated by artificial intelligence) and other attempts to gain unauthorized access to data for purposes of extortion or other malfeasance.
Our information and operational technologies, systems and networks, and those of our vendors, suppliers, customers and other business partners, may become the target of cyberattacks or information security breaches that result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or adversely disrupt our business operations.
+Added: The interconnected nature of our industry heightens the risk that a cybersecurity incident affecting one of our vendors, suppliers, customers or other business partners could propagate across the supply chain, potentially causing widespread operational or financial disruptions.
Although we have written policies and procedures for monitoring cybersecurity risk and identifying and reporting incidents, there can be no guarantee they will be effective at preventing cyberattacks or ensuring incidents are timely identified or reported.
+Added: Some cyber incidents, such as surveillance, ransomware, or deepfake-based social engineering attacks, may remain undetected for some period of time.
Advances in computer capabilities, discoveries in the field of artificial intelligence, cryptography, or other developments may result in a compromise or breach of the technology we use to safeguard confidential, personal or other information.
1 unchanged sentence
In particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our personnel, information, facilities and infrastructure may result in increased capital and operating costs.
−Removed: A cyberattack or security breach could result in liability resulting from data privacy or cybersecurity claims, liability under data privacy laws, regulatory penalties, damage to our reputation, long-lasting loss of confidence in us, or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could have a material and adverse effect on our business, financial condition or results of operations.
+Added: While we maintain cyber insurance coverage to help mitigate financial risks associated with cyber incidents, such policies have limitations and do not cover all potential losses, such as reputational harm or regulatory fines.
+Added: Accordingly, our cyber insurance may not provide coverage for all potential risks arising from cyber incidents.
+Added: As cyberattacks increase globally in frequency and severity, coverage availability and affordability may further decline.
+Added: A successful cyberattack or security breach could result in liability resulting from data privacy or cybersecurity
+Added: claims, liability under data privacy laws, regulatory penalties, damage to our reputation, long-lasting loss of confidence in us, or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could have a material and adverse effect on our business, financial condition or results of operations.
To date, we have not experienced any material losses relating to cyberattacks;
37 unchanged sentences
The use of derivatives may, in some cases, require the posting of cash collateral with counterparties.
−Removed: If we enter into derivative instruments that require cash collateral and commodity prices or interest rates change in a manner adverse to us, our cash otherwise available for use in our operations would be reduced, which could limit our ability to make future capital expenditures and make payments on our indebtedness, and which could also limit the size of our borrowing base.
+Added: If we enter into derivative instruments that require cash collateral and commodity prices or interest rates change in a manner adverse to us, our cash otherwise available for use in our operations would be reduced, which could limit our ability to make future capital expenditures and make payments on our indebtedness.
Future collateral requirements will depend on arrangements with our counterparties, highly volatile oil, NGLs and natural gas prices and interest rates.
1 unchanged sentence
Derivative instruments expose us to the risk of financial loss in some circumstances, including when there is an increase in the differential between the underlying price in the derivative instrument and actual prices received or when there are issues with regard to legal enforceability of such instruments.
−Removed: As of December 31, 2023, the estimated fair value of our total derivative assets was $11 million, and we did not have any derivative assets with bank counterparties under our Credit Facility.
+Added: As of December 31, 2024, the estimated fair value of our total derivative assets was $2 million.
Also, our hedging transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract.
8 unchanged sentences
As of December 31, 2024, our long- term contractual obligations under agreements with minimum volume commitments totaled $9.4 billion over the term of the contracts.
−Removed: If we have insufficient production to meet the minimum volumes or are otherwise unable to fulfill all or a portion of our volume commitments, our cash flow from operations will be reduced, which may require us to reduce or delay our planned investments and
−Removed: capital expenditures or seek alternative means of financing, all of which may have a material adverse effect on our results of operations.
+Added: If we have insufficient production to meet the minimum volumes or are otherwise unable to fulfill all or a portion of our volume commitments, our cash flow from operations will be reduced, which may require us to reduce or delay our planned investments and capital expenditures or seek alternative means of financing, all of which may have a material adverse effect on our results of operations.
Assuming 2025 production is unchanged from 2024 production, we estimate that we will incur annual net marketing costs of $0.04 per Mcfe to $0.06 per Mcfe in 2025 for unutilized transportation capacity depending on the amount of unutilized capacity that can be marketed to third parties or utilized to transport third-party gas and capture positive basis differentials.
77 unchanged sentences
Rady and Yorktown also own a significant portion of the shares of our common stock.
−Removed: As a result of their investments in Antero Midstream, Mr.
Rady and Yorktown may have conflicting interests with other stockholders.
1 unchanged sentence
Rady and Yorktown, on the other hand, regarding, among other things, decisions related to our financing, capital expenditures and business plans, the terms of our agreements with Antero Midstream and its subsidiaries and the pursuit of potentially competitive business activities or business opportunities.
−Removed: Provisions of our 2026 Convertible Notes could delay or prevent an otherwise beneficial takeover of us.
−Removed: Certain provisions of our 2026 Convertible Notes and the indenture governing such notes could make a third party attempt to acquire us more difficult or expensive.
−Removed: For example, if a takeover constitutes a “Fundamental Change” (as defined in the indenture governing such notes), then holders of our 2026 Convertible Notes will have the right to require us to repurchase their 2026 Convertible Notes for cash.
−Removed: In addition, if a takeover constitutes a “Make-Whole Fundamental Change” (as defined in such indenture), then we may be required to temporarily increase the conversion rate.
−Removed: In either case, and in other cases, our obligations under the 2026 Convertible Notes and the indenture governing such notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us, including in a transaction that holders of our 2026 Convertible Notes or holders of our common stock may view as favorable.
We may be unable to dispose of assets on attractive terms and may be required to retain liabilities for certain matters.
8 unchanged sentences
We make, and expect to continue to make, substantial capital expenditures for the exploration, development, production, and acquisition of oil and gas reserves.
−Removed: Our cash flow used in investing activities for 2023
−Removed: included drilling and completion costs of $964 million and leasehold expenditures of $151 million.
+Added: Our cash flow used in investing activities for 2024 included drilling and completion costs of $615 million and leasehold expenditures of $91 million.
Our net capital budget for 2025 is $725 million to $800 million.
6 unchanged sentences
A reduction in commodity prices from current levels may result in a decrease in our actual capital expenditures, which would negatively impact our ability to maintain production.
−Removed: For additional discussion of the risks regarding our ability to obtain funding, read “—The borrowing base under the Credit Facility may be reduced if commodity prices decline, which could hinder or prevent us from meeting our future capital needs.
−Removed: We may also be required to post additional collateral as financial assurance of our performance under certain contractual arrangements, which could adversely impact available liquidity under our Credit Facility.”
The issuance of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures and acquisitions.
5 unchanged sentences
● the value of our commodity derivative portfolio;
−Removed: ● our ability to borrow under the Credit Facility.
−Removed: If our revenues or the borrowing base under the Credit Facility decrease as a result of sustained periods of low natural gas, NGLs and oil prices, operating difficulties, declines in reserves or for any other reason, we may have limited ability to obtain the capital necessary to sustain our operations at current levels.
+Added: ● availability under the Credit Facility.
+Added: If our revenues decrease as a result of sustained periods of low natural gas, NGLs and oil prices, operating difficulties, declines in reserves or for any other reason, we may have limited ability to obtain the capital necessary to sustain our operations at current levels.
If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all.
1 unchanged sentence
We may not be able to generate sufficient cash flows to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
−Removed: Our ability to make scheduled payments on, or to refinance, our indebtedness, including the Credit Facility, our Senior Notes and our 2026 Convertible Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control.
−Removed: We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the Senior Notes and 2026 Convertible Notes.
−Removed: If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the Senior Notes.
+Added: Our ability to make scheduled payments on, or to refinance, our indebtedness, including the Credit Facility and our Senior Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control.
+Added: We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the Senior Notes.
+Added: If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the Credit Facility or the Senior Notes.
For example, the proceeds of our asset sale program were used to retire a portion of our indebtedness.
−Removed: Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets, including the market for debt securities, and our financial condition at such time.
+Added: Our ability to restructure or refinance our indebtedness will depend on the condition of the capital and credit markets, including the markets for debt securities and credit facilities, and our financial condition at such time.
Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
−Removed: The terms of existing or future debt instruments, including the indentures governing our Senior Notes and our 2026 Convertible Notes, may restrict us from adopting some of these alternatives.
−Removed: In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness and may result in us having to post collateral with, or provide letters of credit to, certain transactional counterparties.
−Removed: In the absence of sufficient cash flows and capital resources, we could face substantial liquidity problems and might be required to dispose of material
−Removed: assets or operations to meet our debt service and other obligations.
−Removed: The Credit Facility and the indentures governing our Senior Notes and our 2026 Convertible Notes place certain restrictions on our ability to dispose of assets and our use of the proceeds from such disposition.
+Added: The terms of existing or future debt instruments, including the Credit Facility and the indentures governing our Senior Notes, may restrict us from adopting some of these alternatives.
+Added: In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness, could result in more onerous restrictions in our debt securities and facilities and may result in us having to post collateral with, or provide letters of credit to, certain transactional counterparties.
+Added: In the absence of sufficient cash flows and capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.
+Added: Our debt documents place certain restrictions on our ability to dispose of assets and our use of the proceeds from such disposition.
We may not be able to consummate those dispositions and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due.
These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
−Removed: The borrowing base under the Credit Facility may be reduced if commodity prices decline, which could hinder or prevent us from meeting our future capital needs.
−Removed: We may also be required to post additional collateral as financial assurance of our performance under certain contractual arrangements, which could adversely impact available liquidity under our Credit Facility.
−Removed: The borrowing base under the Credit Facility is currently $3.5 billion, and lender commitments under the Credit Facility are $1.6 billion.
−Removed: Our borrowing base is redetermined semi-annually by the lenders each April and October based on certain factors, including our reserves and hedge position, with the next borrowing base redetermination scheduled to occur in April 2024.
−Removed: Our borrowing base may decrease as a result of a decline in natural gas, NGLs or oil prices, operating difficulties, declines in reserves, lending requirements or regulations, the issuance of new indebtedness or for any other reason.
−Removed: We cannot be certain that funding will be available if needed, and to the extent required, on acceptable terms.
−Removed: In the event of a decrease in our borrowing base due to declines in commodity prices or otherwise, we may be unable to meet our obligations as they come due and could be required to repay any indebtedness in excess of the redetermined borrowing base.
−Removed: In addition, we may be unable to access the equity or debt capital markets, including the market for senior unsecured notes, to meet our obligations.
−Removed: As a result, we may be unable to implement our drilling and development plan, make acquisitions or otherwise carry out our business plan, which could have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.
−Removed: In addition, a downgrade to our credit rating could require us to post additional collateral in the form of letters of credit or cash as financial assurance of our performance under certain contractual arrangements, such as pipeline transportation contracts.
−Removed: An increase in our outstanding letters of credit may impact our available liquidity under our Credit Facility.
We may be unable to access the equity or debt capital markets to meet our obligations.
Declines in commodity prices may cause the financial markets to exert downward pressure on stock prices and credit capacity for companies throughout the energy industry.
−Removed: For example, for portions of 2020, the market for senior unsecured notes was unfavorable for high-yield issuers such as us.
+Added: For example, for portions of 2020, the market for senior unsecured notes was unfavorable for senior note issuers.
Our development plan may require access to the capital and credit markets.
−Removed: Although the market for high-yield debt securities has improved compared to 2020, if the high-yield market deteriorates, or if we are unable to access alternative means of debt or equity financing on acceptable terms or at all, we may be unable to implement our development plan or otherwise carry out our business plan, which could have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.
+Added: Although the market for senior note debt securities has improved compared to 2020, if the senior note market deteriorates, or if we are unable to access alternative means of debt or equity financing on acceptable terms or at all, we may be unable to implement our development plan or otherwise carry out our business plan, which could have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.
Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in certain activities.
The Credit Facility contains a number of significant covenants (in addition to covenants restricting the incurrence of additional indebtedness), including restrictive covenants that may limit our ability to, among other things:
−Removed: ● sell assets;
−Removed: ● make loans to others;
−Removed: ● make investments;
−Removed: ● enter into mergers;
−Removed: ● make certain payments;
−Removed: ● hedge future production;
−Removed: ● incur liens;
−Removed: ● engage in certain other transactions without the prior consent of the lenders.
−Removed: The indentures governing our Senior Notes contain similar restrictive covenants.
−Removed: In addition, the Credit Facility requires us to maintain certain financial ratios or to reduce our indebtedness if we are unable to comply with such ratios.
−Removed: These restrictions,
−Removed: together with those in the indentures governing our Senior Notes and our 2026 Convertible Notes, may also limit our ability to obtain future financings to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities.
−Removed: We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under the indentures governing our Senior Notes and 2026 Convertible Notes, and the Credit Facility impose on us.
−Removed: The Credit Facility limits the amounts we can borrow up to a borrowing base amount, which the lenders, in their sole discretion, determine on a semi-annual basis based upon projected revenues from the oil and natural gas properties and commodity derivatives securing our loan.
−Removed: The lenders can unilaterally adjust the borrowing base and the borrowings permitted to be outstanding under the Credit Facility.
−Removed: Any increase in the borrowing base requires the consent of the lenders holding 100% of the commitments.
−Removed: For additional discussion of the risks regarding our ability to obtain funding under the Credit Facility, see “—The borrowing base under the Credit Facility may be reduced if commodity prices decline, which could hinder or prevent us from meeting our future capital needs.
−Removed: We may also be required to post additional collateral as financial assurance of our performance under certain contractual arrangements, which could adversely impact available liquidity under our Credit Facility.”
+Added: ● merge, consolidate, liquidate or dissolve;
+Added: ● grant liens on our property;
+Added: ● incur certain indebtedness;
+Added: ● make dividend payments, distributions or equity repurchases;
+Added: ● enter into material non-arms’-length transactions with our affiliates.
+Added: The indentures governing our Senior Notes contain similar restrictive covenants as well as restrictive covenants that may limit our ability to sell assets and make investments.
+Added: In addition, the Credit Facility requires us to maintain a ratio of total indebtedness to capitalization of 65% or less.
+Added: These restrictions, together with those in the indentures governing our Senior Notes may also limit our ability to obtain future financings to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities.
+Added: We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under the indentures governing our Senior Notes and the Credit Facility impose on us.
A breach of any covenant in the Credit Facility would result in a default under that agreement after any applicable grace periods.
−Removed: A default, if not waived, could result in acceleration of the indebtedness outstanding under the facility and in a default with respect to, and an acceleration of, the indebtedness outstanding under other debt agreements.
+Added: A default, if not waived, could result in our inability to access loans under the Credit Facility or acceleration of the indebtedness outstanding under the Credit Facility and in a default with respect to, and an acceleration of, the indebtedness outstanding under other debt agreements.
The accelerated indebtedness would become immediately due and payable.
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For example, during 2024, we had average outstanding borrowings under the Credit Facility of $440 million, and the impact of a 1.0% increase in interest rates on this amount of indebtedness would result in increased interest expense for that period of $4 million and a corresponding decrease in our cash flows and net income before the effects of income taxes.
−Removed: Furthermore, a downgrade to our credit rating would trigger certain obligations to deliver letters of credit to certain transactional counterparties, which would adversely impact our available liquidity.
+Added: Furthermore, a downgrade to our credit rating would trigger certain obligations to deliver letters of credit to certain transactional counterparties, which would adversely impact our available liquidity, and likely result in more restrictive covenants being placed on our future indebtedness.
Disruptions and volatility in the global financial markets may lead to a contraction in credit availability impacting our ability to finance our operations.
A significant reduction in net cash provided by operating activities or the availability of credit could materially and adversely affect our ability to achieve our development plan and operating results.
−Removed: We may be unable to raise the funds necessary to repurchase the 2026 Convertible Notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the 2026 Convertible Notes or pay cash upon their conversion.
−Removed: Holders of our 2026 Convertible Notes may, subject to a limited exception, require us to repurchase their 2026 Convertible Notes following a fundamental change at a cash repurchase price generally equal to 100% of the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any.
−Removed: In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we elect to settle conversions solely in shares of our common stock.
−Removed: We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the 2026 Convertible Notes or pay the cash amounts due upon conversion.
−Removed: In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness, may restrict our ability to repurchase the 2026 Convertible Notes or pay the cash amounts due upon conversion.
−Removed: Our inability to satisfy our obligations under the 2026 Convertible Notes could affect the trading price of our common stock.
−Removed: Our failure to repurchase the 2026 Convertible Notes or to pay the cash amounts due upon conversion when required will constitute a default under the indenture governing the 2026 Convertible Notes.
−Removed: A default under this indenture or the occurrence of the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full.
−Removed: We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the 2026 Convertible Notes.
Compliance with Regulations
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In addition, our costs of compliance may increase if existing laws and regulations are revised or reinterpreted, or if new laws and regulations become applicable to our operations.
−Removed: Such costs could have a material adverse effect on our business, financial condition and results of operations.
+Added: For instance, in January 2023, the White House’s Council on Environmental Quality (“CEQ”) released guidance to assist federal agencies in assessing the GHG emissions and climate change effects of their proposed actions under the National Environmental Policy Act (“NEPA”).
+Added: In May 2024, the CEQ published a final rule which, in the second and final “phase” of updates, revised the implementing regulations of procedural provisions of NEPA and implements NEPA amendments included in the Financial Responsibility Act of 2023.
+Added: The final rule was challenged by various states.
+Added: District Court for the District of North Dakota in February 2025, the court issued an order vacating the May 2024 rule citing a November 2024 opinion of the U.S.
+Added: Court of Appeals for the D.C.
+Added: Circuit, which held that the CEQ lacks authority to issue NEPA regulations.
+Added: As a result of these rulings and the recent change in presidential administration, there is significant uncertainty with respect to current and future NEPA regulations.
+Added: For example, on January 20, 2025, President Trump issued an Executive Order directing the CEQ to issue guidance and propose rescinding existing NEPA regulations to “expedite and simplify the permitting process.” While the impact of these developments is unclear at this time, any disruption in our ability to obtain permits could result in costs that could have a material adverse effect on our business, financial condition and results of operations.
Our business is subject to federal, state and local laws and regulations as interpreted and enforced by governmental authorities possessing jurisdiction over various aspects of the exploration for, and the production, processing and transportation of natural gas, NGLs and oil.
−Removed: For example, President Biden has made action on environmental matters, and climate change in particular, a focus of his administration, and our operations may be subject to greater environmental, health and safety restrictions, particularly with regards to hydraulic fracturing, permitting and GHG emissions.
+Added: While the Trump administration may make changes to President Biden’s environmental and climate change initiatives, we cannot predict what, when, or how the new administration may take actions to revise existing environmental laws or regulations, if at all, or the ultimate impact such changes may have on our business.
For more information on these matters, see “Item 1.
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Failure to comply with those regulations in the future could subject us to civil penalty liability, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: The Inflation Reduction Act could accelerate the transition to a low carbon economy and could impose new costs on our operations.
+Added: The Inflation Reduction Act could adversely impact demand for oil and gas and could impose new costs on our operations.
In August 2022, President Biden signed the IRA 2022 into law.
The IRA 2022 contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions.
+Added: However, on January 20, 2025, President Trump issued an Executive Order directing agencies to immediately pause the disbursement of funds appropriated through the IRA 2022.
+Added: The full impact of this Executive Order and related administrative actions is uncertain at this time.
In addition, the IRA 2022 imposes the first ever federal fee on the emission of greenhouse gases through a methane emissions charge.
The IRA 2022 amends the federal Clean Air Act to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories.
−Removed: The methane emissions charge would start in calendar year 2024 at $900 per ton of methane, increase to $1,200 in 2025, and be set at $1,500 for 2026 and each year after.
+Added: On November 12, 2024, the EPA finalized the methane emissions charge rule, which applies to oil and gas facilities emitting more than 25,000 metric tons of CO2 per year.
+Added: The charge is set to start in calendar year 2024 at $900 per ton of methane, increase to $1,200 in 2025, and be set at $1,500 for 2026 and each year after.
Calculation of the fee is based on certain thresholds established in the IRA 2022.
−Removed: The methane charge and the incentives for renewable energy infrastructure development could impose additional costs on our operations and further accelerate the transition of the economy away from the use of oil and natural gas towards lower- or zero-carbon emissions alternatives.
+Added: The methane charge and the incentives for renewable energy infrastructure development could impose additional costs on our operations and further reduce demand for oil and natural gas.
This could decrease demand for oil and gas and consequently adversely affect our business and results of operations.
−Removed: Our operations are subject to a series of risks related to climate change that could result in increased operating costs, limit the areas in which we may conduct oil and natural gas exploration and production activities, and reduce demand for our products.
−Removed: The threat of climate change continues to attract considerable attention in the United States and in foreign countries.
−Removed: In the United States, no comprehensive climate change legislation has been implemented at the federal level.
−Removed: However, President Biden has highlighted addressing climate change as a priority of his administration, which includes certain potential initiatives for climate change legislation to be proposed and passed into law.
−Removed: Moreover, federal regulators, state and local governments, and private parties
−Removed: have taken (or announced that they plan to take) actions that have or may have a significant influence on our operations.
−Removed: For example, in response to findings that emissions of carbon dioxide, methane and other GHGs endanger public health and the environment, the EPA has adopted regulations under existing provisions of the federal Clean Air Act that, among other things, establish PSD construction and Title V operating permit reviews for certain large stationary sources that are already potential major sources of certain principal, or criteria, pollutant emissions.
+Added: Congress may seek to revise the IRA 2022 to remove this rule, but we cannot predict whether, when, or how Congress might seek to do so.
+Added: The Trump administration may also seek to challenge, repeal, or revise this rule, and Congress may attempt to repeal or amend the IRA 2022, including with respect to the methane emissions charge;
+Added: however, we cannot predict what, when, or how the new administration or Congress may take actions to rollback or otherwise revise existing laws, rules, or regulations or the ultimate impact such changes may have on our business or results of operations.
+Added: Our operations are subject to a series of risks related to climate that could result in increased operating costs, limit the areas in which we may conduct oil and natural gas exploration and production activities, and reduce demand for our products.
+Added: Climate risks continue to attract considerable attention in the United States and in foreign countries.
+Added: In the United States, no comprehensive climate legislation has been implemented at the federal level.
+Added: Federal regulators, state and local governments, and private parties have taken (or announced that they plan to take) actions that have or may have a significant influence on our operations.
+Added: The EPA has adopted regulations under existing provisions of the federal Clean Air Act that, among other things, establish PSD construction and Title V operating permit reviews for certain large stationary sources that are already potential major sources of certain principal, or criteria, pollutant emissions.
Facilities required to obtain PSD permits for their GHG emissions also will be required to meet “best available control technology” standards that will be established by the states or, in some cases, by the EPA for those emissions.
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In June 2016, the EPA finalized NSPS, known as Subpart OOOOa, that establish emission standards for methane and VOCs from new and modified oil and natural gas production and natural gas processing and transmission facilities.
−Removed: In September 2020, the EPA finalized amendments to the 2016 standards that removed the transmission and storage segment from the oil and natural gas source category and rescinded the methane-specific requirements for production and processing facilities.
−Removed: However, President Biden signed an executive order on his first day in office calling for the suspension, revision, or rescission of the September 2020 rule and the reinstatement or issuance of methane emission standards for new, modified and existing oil and gas facilities.
−Removed: Subsequently, the U.S.
−Removed: Congress approved, and President Biden has signed into law, a resolution under the Congressional Review Act to repeal the September 2020 revisions to the methane standards, effectively reinstating the prior standards.
−Removed: In response to President Biden's executive order calling on the EPA to revisit federal regulations regarding methane, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc, in December 2023.
+Added: Most recently, in December 2023, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc.
Under the final rules, states have two years to prepare and submit their plans to impose methane emission controls on existing sources.
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Fines and penalties for violations of these rules can be substantial.
−Removed: It is likely, however, that the final rule and its requirements will be subject to legal challenges.
+Added: The rules are currently subject to legal challenges, and the Trump administration may seek to revise or repeal these rules;
+Added: however, we cannot predict what actions the new administration may take or how they might affect our business or results of operations.
Moreover, compliance with the new rules may affect the amount we owe under the IRA 2022’s methane fee described above because compliance with EPA’s methane rules would exempt an otherwise covered facility from the requirement to pay the methane fee.
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President Biden has recommitted the United States to the Paris Agreement and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below 2005 levels by 2030.
−Removed: In November 2021, the international community gathered again in COP26, during which multiple announcements were made, including a call for parties to eliminate certain oil and natural gas subsidies and pursue further action on non-CO2 GHGs.
−Removed: These goals were reaffirmed at COP27 in November 2022.
−Removed: Relatedly, the United States and European Union jointly announced the launch of the “Global Methane Pledge,” which aims to cut global methane pollution at least 30% by 2030 relative to 2020 levels, including “all feasible reductions” in the energy sector.
−Removed: At COP28 in December 2023, the parties signed onto an agreement to transition away from fossil fuels in energy systems and increase renewable energy capacity, though no timeline for doing so was set.
−Removed: While non-binding, the agreements coming out of COP28 could result in increased pressure among financial institutions and various stakeholders to reduce or otherwise impose more stringent limitations on funding for and increase potential opposition to the exploration and production of fossil fuels.
−Removed: The impacts of these orders, pledges, agreements and any legislation or regulation promulgated to fulfill the United States’ commitments under the Paris Agreement, COP26, COP28 or other international conventions cannot be predicted at this time.
−Removed: Concern over the threat of climate change has also resulted in increasing political risks in the United States, including climate-change related pledges made by President Biden and other public office representatives.
−Removed: On January 27, 2021, President Biden signed an executive order calling for substantial action on climate change, including, among other things, the increased use of zero-emissions vehicles by the federal government, the elimination of subsidies provided to the oil and natural gas industry and increased emphasis on climate-related risks across agencies and economic sectors.
−Removed: Additionally, in November 2021, the Biden Administration released “The Long-Term Strategy of the United States:
−Removed: Pathways to Net-Zero Greenhouse Gas Emissions by 2050,” which establishes a roadmap to net zero emissions in the United States by 2050 through, among other things, improving energy efficiency;
−Removed: decarbonizing energy sources via electricity, hydrogen, and sustainable biofuels;
−Removed: and reducing non-CO2 GHG emissions, such as methane and nitrous oxide.
−Removed: Other actions that could be pursued include more restrictive requirements for the development of pipeline infrastructure or LNG
−Removed: export facilities, as well as more restrictive GHG emissions limitations for oil and gas facilities.
−Removed: For example, on January 26, 2024, President Biden announced a temporary pause on pending decisions on new exports of LNG to countries that the United States does not have free trade agreements with, pending Department of Energy review of the underlying analyses for authorization.
−Removed: The pause is intended to provide time to integrate certain considerations, including potential energy cost increases for consumers and manufacturers and the latest assessment of the impact of GHG emissions, and to ensure adequate guards against health risks are in place.
−Removed: Increasingly, oil and natural gas companies are exposed to litigation risks associated with the threat of climate change.
−Removed: A number of parties have brought suits against oil and natural gas companies in state or federal court for alleged contributions to, or failures to disclose the impacts of, climate change.
−Removed: We are not currently party to any such litigation, but could be named in future actions making similar claims of liability.
−Removed: To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.
−Removed: Additionally, in response to concerns related to climate change, companies in the oil and natural gas industry may be exposed to increasing financial risks.
+Added: However, on January 20, 2025, President Trump signed an Executive Order once again withdrawing the United States from the Paris Agreement.
+Added: The United States’ participation in future United Nations climate-related conferences and the impacts of these orders, pledges, agreements and any legislation or regulation promulgated to fulfill the United States’ commitments under the Paris Agreement or other international conventions cannot be predicted at this time.
+Added: Concern over climate risks has also from time to time resulted in increasing political risks in the United States, including climate-change related pledges made by President Biden and other public office representatives.
+Added: For example, the Biden administration previously issued a pause on approvals for LNG export facilities, which was subsequently struck down in federal court.
+Added: Following the legal challenges, the Biden administration released a study on the economic and environmental impacts of LNG exports, finding, based on a range of scenarios that vary in assumptions about global climate policies and technology availability, that increased U.S.
+Added: LNG exports are associated with higher global GHG emissions.
+Added: While President Trump has issued an Executive Order directing the Department of Energy to restart reviews of LNG export applications, we cannot predict what impact the study released by the prior administration may ultimately have.
+Added: Increasingly, oil and natural gas companies are exposed to litigation risks related to climate risks.
+Added: We are not currently party to any such litigation, but could be named in future actions making similar claims of liability and, depending on the nature of the claims alleged and other factors, such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.
+Added: Additionally, companies in the oil and natural gas industry may be exposed to increasing financial risks.
Financial institutions, including investment advisors and certain sovereign wealth, pension and endowment funds, may elect in the future to shift some or all of their investment into non-oil and natural gas related sectors.
−Removed: Institutional lenders who provide financing to fossil-fuel energy companies have also become more attentive to sustainable lending practices, and some of them may elect in future not to provide funding for oil and natural gas companies.
−Removed: Many of the largest U.S.
−Removed: banks have made net zero commitments and have announced that they will be assessing financed emissions across their portfolios and taking steps quantify and reduce those emissions.
−Removed: In addition, at COP26, the GFANZ announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals.
−Removed: The various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing and/or underwriting activities to net zero emissions by 2050.
−Removed: These and other developments in the financial sector could lead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions.
−Removed: There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the oil and natural gas industry.
−Removed: For example, the Federal Reserve has joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-related risks in the financial sector and, in November 2021, issued a statement in support of the efforts of the NGFS to identify key issues and potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities .
−Removed: A material reduction in the capital available to the oil and natural gas industry could make it more difficult to secure funding for exploration, development, production, transportation and processing activities, which could result in decreased demand for our products or otherwise adversely impact our financial performance.
−Removed: In addition, the SEC has proposed a rule requiring registrants to include certain climate-related disclosures, including Scope 1, 2 and 3 GHG emissions, climate-related targets and goals, and certain climate-related financial statement metrics, in registration statements and periodic reports.
−Removed: The final rule is expected in 2024, and we cannot predict the final form and substance of the rule.
+Added: Certain institutional lenders who provide financing to fossil-fuel energy companies have also become more attentive to lending practices, and some of them may elect in future not to provide funding for oil and natural gas companies.
+Added: To the extent implemented or pursued, such policies and commitments could lead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions.
+Added: While we cannot predict how or to what extent sustainable lending and investment practices may impact our operations, a material reduction in the capital available to the oil and natural gas industry could make it more difficult to secure funding for exploration, development, production, transportation and processing activities, which could result in decreased demand for our products or otherwise adversely impact our financial performance.
+Added: In addition, in March 2024, the SEC finalized a rule requiring registrants to include certain climate-related disclosures, including Scope 1 and 2 GHG emissions, climate-related targets and goals, and certain climate-related financial statement metrics, in registration statements and periodic reports.
+Added: However, this rule is currently paused pending litigation and is expected to be repealed.
+Added: The timeline for any repeal, if at all, is subject to a number of uncertainties and likely could face legal challenges that would further delay the implementation of any repeal, and we cannot predict the ultimate outcome.
Similarly, in October 2023, the Governor of California signed the CCDAA and CRFRA into law.
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Reporting under both laws would begin in 2026.
+Added: These laws are currently subject to legal challenges, but the outcome of such challenge is uncertain at this time.
+Added: Additionally, New York and other jurisdictions are considering adopting similar climate disclosure laws.
Currently, the ultimate impact of these laws on our business is uncertain.
−Removed: The Governor of California has directed further consideration of the implementation deadlines for each of the laws, and there is potential for legal challenges to be filed with respect to the scope of the law, but, absent clarification or revisions to the law, alongside the SEC proposed rule, finalization and implementation may result in additional costs to comply with these disclosure requirements as well as increased costs of and restrictions on access to capital.
−Removed: Separately, enhanced climate related disclosure requirements could lead to reputational or other harm with customers, regulators, investors or other stakeholders and could also increase our litigation risks relating to statements alleged to have been made by us or others in our industry regarding climate change risks, or in connection with any future disclosures we may make regarding reported emissions, particularly given the inherent uncertainties and estimations with respect to calculating and reporting GHG emissions.
−Removed: Separately, the SEC has also from time to time applied additional scrutiny to existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege an issuer’s existing climate disclosures misleading or deficient .
−Removed: The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives related to climate change or GHG emissions from oil and natural gas facilities could result in increased costs of compliance or costs of consumption, thereby reducing demand for our products.
−Removed: Additionally, political, litigation, and financial risks may result in (i) restriction or cancellation of certain oil and natural gas production activities, (ii) incurrence of obligations for alleged damages resulting from climate change, or (iii) impairment of our ability to continue operating in an economic manner.
+Added: The Governor of California has directed further consideration of the implementation deadlines for each of the laws, and there is potential for legal challenges to be filed with respect to the scope of the law, but, absent clarification or revisions to the law, alongside the SEC final rule, if implemented, may result in additional costs to comply with these disclosure requirements as well as increased costs of and restrictions on access to capital.
+Added: Separately, enhanced climate related disclosure requirements could lead to reputational or other harm with customers, regulators, investors or other stakeholders and could also increase our litigation risks relating to statements alleged to have been made by us or others in our industry regarding climate risks, or in connection with any future disclosures we may make regarding reported emissions, particularly given the inherent uncertainties and estimations with respect to calculating and reporting GHG emissions.
+Added: Separately, the SEC has also from time to time applied additional scrutiny to existing climate-change related disclosures in public filings, and there is the potential for enforcement if the SEC were to allege an issuer’s existing climate disclosures misleading or deficient .
+Added: The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives related to climate risks or GHG emissions from oil and natural gas facilities could result in increased costs of compliance or costs of consumption, thereby reducing demand for our products.
+Added: Additionally, political, litigation, and financial risks may result in (i) restriction or cancellation of certain oil and natural gas production activities, (ii) incurrence of obligations for alleged damages, or (iii) impairment of our ability to continue operating in an economic manner.
One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.
−Removed: Moreover, climate change may also result in various physical risks such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns, that could adversely impact our financial condition and operations, as well as those of our suppliers or customers.
−Removed: Such physical risks may result in damage to our facilities, or otherwise adversely impact our operations, such as if we become subject to water use curtailments in response to drought, or demand for our products, such as to the extent warmer winters reduce the demand for energy for heating purposes.
−Removed: Such physical risks may also impact the infrastructure on which we rely to produce or transport our products.
−Removed: One of more of these developments could have a material adverse effect on our business, financial condition and operations.
−Removed: In addition, while our consideration of changing weather conditions and inclusion of safety factors in design is intended to reduce the uncertainties that climate change and other events may potentially introduce, our ability to mitigate the adverse impacts of these events depends in part on the effectiveness of our facilities and our disaster preparedness and response and business continuity planning, which may not have considered or be prepared for every eventuality.
Regulations related to the protection of wildlife could adversely affect our ability to conduct drilling activities in some of the areas where we operate.
4 unchanged sentences
These constraints and the resulting shortages or high costs could delay our operations and materially increase our operating and capital costs.
−Removed: Our sand mine is subject to the Federal Mine Safety and Health Act of 1977 and amending legislation, which impose stringent health and safety standards.
−Removed: We currently own one sand mine that is operated by a third party and is subject to the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006, which imposes stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment and other matters.
−Removed: This act, as amended, is a strict liability statute and any failure to comply with such existing or any future standards, or any more stringent interpretation or enforcement thereof, could have a material adverse effect on sand mining operations or otherwise significantly restrict mineral extraction and processing operations.
Human Capital
3 unchanged sentences
The loss of the services of our senior management or technical personnel, including Paul M.
−Removed: Rady, our Chairman, Chief Executive Officer and President, could have a material adverse effect on our business, financial condition and results of operations.
+Added: Rady, our Chairman, President and Chief Executive Officer, could have a material adverse effect on our business, financial condition and results of operations.
Our officers and employees provide services to both us and Antero Midstream.
7 unchanged sentences
Conflicts of interest will arise between Antero Midstream and us.
−Removed: Our directors and officers who are also directors and officers of Antero Midstream have a
−Removed: fiduciary duty to manage Antero Midstream in a manner that is beneficial to Antero Midstream.
+Added: Our directors and officers who are also directors and officers of Antero Midstream have a fiduciary duty to manage Antero Midstream in a manner that is beneficial to Antero Midstream.
In resolving these actual or apparent conflicts of interest, these directors and officers may choose strategies that favor Antero Midstream over our interests and the interests of our stockholders.
The resolution of any conflicts of interest between Antero Midstream and its subsidiaries, on one hand, and us and our subsidiaries, on the other, to the extent we can resolve them, may be costly and reduce the amount of time and attention that our directors and officers may spend in operating our business, which, in each case, may adversely affect our business.
−Removed: Our future tax liabilities may be greater than expected if our net operating loss (“NOL”) carryforwards are limited, we do not generate expected deductions, or tax authorities challenge our tax positions.
+Added: Our future tax liabilities may be greater than expected if our net operating loss (“NOL”) and tax credit carryforwards are limited, we do not generate expected deductions, or tax authorities challenge our tax positions.
As of December 31, 2024, we have U.S.
−Removed: federal and state NOL carryforwards of $1.0 billion and $1.9 billion, respectively.
+Added: federal and state NOL carryforwards of $0.6 billion and $1.9 billion, respectively, and U.S.
+Added: federal tax credit carryforwards of $148 million.
+Added: We have recorded a reserve for uncertain tax positions related to our U.S.
+Added: federal tax credits of $54 million as of December 31, 2024.
Some of the U.S.
1 unchanged sentence
We expect to fully utilize our U.S.
−Removed: federal NOL carryforwards prior to expiration.
−Removed: The state NOL carryforwards expire at various dates from 2025 to 2041.
+Added: federal NOL carryforwards and U.S.
+Added: federal tax credit carryforwards prior to expiration.
+Added: The state NOL carryforwards expire at various dates from 2025 to 2044 while others have no expiration date.
We do not expect to utilize certain of these NOL carryforwards due to changes in state tax law.
Therefore, we have placed a valuation allowance against $1.2 billion of these state NOL carryforwards.
−Removed: These expectations are based upon assumptions we have made regarding, among other things, our income, capital expenditures and net working capital, and upon our NOL carryforwards not becoming subject to future limitation under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), or otherwise.
−Removed: Section 382 generally imposes an annual limitation on the amount of NOL carryforwards that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382).
+Added: These expectations are based upon assumptions we have made regarding, among other things, our income, capital expenditures and net working capital, and upon our NOL carryforwards not becoming subject to future limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise.
+Added: Section 382 and Section 383 of the Code generally impose an annual limitation on the amount of NOL carryforwards and tax credit carryforwards that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382 of the Code).
An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of such corporation’s stock change their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period.
−Removed: In the event that we were to undergo an ownership change, utilization of our NOL carryforwards would be subject to an annual limitation under Section 382, determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate in effect during the month in which the ownership change occurs, subject to certain adjustments, which could result in a portion of our NOL carryforwards expiring prior to their utilization.
+Added: In the event that we were to undergo an ownership change, utilization of our NOL carryforwards and tax credit carryforwards would be subject to an annual limitation under Section 382 and Section 383 of the Code.
Any unused annual limitation may be carried over to later years.
−Removed: Any limitation on our ability to utilize our NOL carryforwards against income or gain we generate in the future could increase our future tax liabilities and adversely affect our operating results and cash flows.
+Added: Any limitation on our ability to utilize our NOL carryforwards or tax credit carryforwards against income or gain we generate in the future could increase our future tax liabilities and adversely affect our operating results and cash flows.
Furthermore, we are subject to various complex and evolving U.S.
federal, state and local tax laws.
−Removed: federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applies adversely to us, in each case, possibly with retroactive effect.
−Removed: Any significant variance in our interpretation of current tax laws, including as result of the release of final Treasury Regulations or other interpretive guidance implementing the Tax Cuts and Jobs Act or the IRA 2022, or a successful challenge of one or more of our tax positions by the IRS or other state or local tax authorities could increase our future tax liabilities and adversely affect our operating results and cash flows.
+Added: federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect.
+Added: Any significant variance in our interpretation of current tax laws, including as result of the release of final Treasury Regulations or other interpretive guidance, or a successful challenge of one or more of our tax positions by the IRS or other state or local tax authorities could increase our future tax liabilities and adversely affect our operating results and cash flows.
While we expect to be able to (i) utilize all of our U.S.
−Removed: federal NOL carryforwards, (ii) utilize a portion of our state NOL carryforwards and (iii) generate deductions to offset a portion of our future taxable income, in the event that our NOL carryforwards are subject to future limitation (including due to an ownership change under Section 382), deductions are not generated as expected, or if one or more of our tax positions are successfully challenged by the IRS or other tax authorities (in a tax audit or otherwise), our future tax liabilities may be greater than expected, which could adversely affect our operating results and cash flows.
+Added: federal NOL and tax credit carryforwards, (ii) utilize a portion of our state NOL carryforwards and (iii) generate deductions to offset a portion of our future taxable income, in the event that our NOL or tax credit carryforwards are subject to future limitation (including due to an ownership change under Section 382 of the Code), deductions are not generated as expected, or if one or more of our tax positions are successfully challenged by the IRS or other tax authorities (in a tax audit or otherwise), our future tax liabilities may be greater than expected, which could adversely affect our operating results and cash flows.
Changes in tax laws or the interpretation thereof or the imposition of new or increased taxes or fees may increase our future tax liabilities and adversely affect our operating results and cash flows.
2 unchanged sentences
federal and state income tax provisions currently applicable to natural gas and oil exploration and development companies.
−Removed: Such proposed legislative changes include, but are not limited to, (i) the elimination of the percentage depletion allowance for oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) an extension of the amortization period for certain geological and geophysical expenditures, (iv) the elimination of certain other tax deductions and relief previously available to oil and natural gas companies and (v) an increase in the U.S.
+Added: Such proposed legislative changes include, but are not limited to, (i) the elimination of the
+Added: percentage depletion allowance for oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) an extension of the amortization period for certain geological and geophysical expenditures, (iv) the elimination of certain other tax deductions and relief previously available to oil and natural gas companies and (v) an increase in the U.S.
federal income tax rate applicable to corporations.
13 unchanged sentences
The IRA 2022 also imposes a 1% non-deductible excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued by such corporation during such taxable year (such excise tax, the “Stock Buyback Tax”).
−Removed: The Biden Administration has proposed increasing the amount of the Stock Buyback Tax from 1% to 4%;
+Added: In the past, there have been proposals to increase the amount of the Stock Buyback Tax from 1% to 4%;
however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any such change could take effect.
The Stock Buyback Tax first applied to our authorized share repurchase program in the year ended December 31, 2023, and will continue to apply in subsequent taxable years.
−Removed: Department of the Treasury and the Internal Revenue Service are expected to release regulations and interpretive guidance relating to the CAMT and the Stock Buyback Tax, and any significant variance from our current interpretation could result in a change in our analysis of the application of the CAMT and the Stock Buyback Tax to us and its impact on our operations and cash flows.
+Added: Department of the Treasury and the Internal Revenue Service have released proposed and final regulations and other interpretive guidance relating to the CAMT and the Stock Buyback Tax.
+Added: Any significant variance from our current interpretation of such regulations and interpretive guidance could result in a change in our analysis of the application of the CAMT and the Stock Buyback Tax to us and its impact on our operations and cash flows.
General Risks
15 unchanged sentences
Sales of a substantial amount of shares of our common stock in the public market could adversely affect the market price of our shares.
−Removed: Sales of a substantial amount of shares of our common stock in the public market or grants to our directors and officers under the AR LTIP, or the perception that these sales or grants may occur, could reduce the market price of shares of our common stock.
+Added: Sales of a substantial amount of shares of our common stock in the public market or grants to our directors and officers under the Amended and Restated Antero Resources Corporation 2020 Long Term Incentive Plan (the “Amended AR LTIP”), or the perception that these sales or grants may occur, could reduce the market price of shares of our common stock.
All of the shares of our common stock are freely tradable without restriction or further registration under the Securities Act, unless the shares are held by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act.
5 unchanged sentences
We have issued or may issue securities convertible into, or exchangeable for, or that represent the right to receive, shares of our common stock.
−Removed: For example, as of December 31, 2023, the 2026 Convertible Notes are convertible at the option of holders.
Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.
−Removed: In addition, the existence of the 2026 Convertible Notes may encourage short selling by market participants because the conversion of the 2026 Convertible Notes could be used to satisfy short positions, or anticipated conversion of the 2026 Convertible Notes into shares of our common stock could depress the price of our common stock.
Any of these events may dilute the ownership interests of our stockholders, reduce our net income per share or have an adverse effect on the price of shares of our common stock.
12 unchanged sentences
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.