**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

----

 

**FORM 10-K/A**

** **

**(Amendment No. 1)**

 

----

 

**(Mark one)**

 

**x****      ****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2011**

 

**or**

 

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

 

**For the transition period from      to      **

 

**Commission File No. 333-164876-06**

 

----

 

**ANTERO RESOURCES LLC**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                       | ** ** | **90-0522242**                    |
|--------------------------------------------------------------------|------------|-----------------------------------|
| (State or other jurisdiction of   incorporation or   organization) |       | (IRS Employer Identification No.) |
|                                                               |       |                              |
| **1625 17th Street   Denver, Colorado**                            | ** ** | **80202**                         |
| (Address of principal executive   offices)                         |       | (Zip Code)                        |

 

**(303) 357-7310**

(Registrant’s telephone number, including area code)

 

Securities Registered Pursuant to Section 12(b) of the Act: **None.**

 

Securities Registered Pursuant to Section 12(g) of the Act: **None.**

 

----

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. x Yes o No

 

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

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o                       |   | Accelerated filer o         |
|-------------------------------------------------|--------|-----------------------------|
|                                            |   |                        |
| Non-accelerated filer x                         |   | Smaller reporting company o |
| (Do not check if a smaller reporting   company) |   |                        |

 

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

 

**EXPLANATORY NOTE**

 

Antero Resources LLC is filing this Amendment No. 1 (this “amendment”) on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2011, to correct a typographical error in the Report of the Independent Registered Public Accounting Firm (the “Report”) on page F-2 of the original filing.  The Report was dated as of March 20, 2011 in the original filing and should have been dated as of March 20, 2012.  This amendment sets forth the complete text of the Report, as amended.

 

This amendment also includes a signature page and certifications of the chief executive officer and the chief financial officer pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.  This amendment does not update information contained in the original filing to reflect facts or events that may have occurred subsequent to the date of the original filing or subsequent to any periods for which disclosure was otherwise provided in the original filing.

 

 

 

----

 

**Item 8. Financial Statements and Supplementary Data**

 

**Report of Independent Registered Public Accounting Firm**

 

The Board of Directors and Members Antero Resources LLC and Subsidiaries:

 

We have audited the accompanying consolidated balance sheets of Antero Resources LLC and subsidiaries (the Company) as of December 31, 2010 and 2011, and the related consolidated statements of operations, members’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Antero Resources LLC and subsidiaries as of December 31, 2010 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

 
|                | /s/ KPMG LLP |
|---------------------|--------------|
|                |         |
| Denver, Colorado    |         |
| March 20, 2012 |         |

 

F-2

----

 

**ANTERO RESOURCES LLC**

** **

Consolidated Balance Sheets

 

December 31, 2010 and 2011

 

(In thousands)

 
| ** **                                                                                                                   | ** ** | **2010**  | ** ** | **2011**  | ** ** |
|------------------------------------------------------------------------------------------------------------------------------|------------|-----------|------------|-----------|------------|
| **Assets**                                                                                                                   |       |      |       |      |       |
| Current assets:                                                                                                              |       |      |       |      |       |
| Cash and cash   equivalents                                                                                                  |       | $         | 8,988      |      | 3,343      |   |
| Accounts   receivable — trade, net of allowance for doubtful accounts of $272 and $182   in 2010 and 2011, respectively |       | 28,971    |       | 25,117    |       |
| Notes receivable —   short-term portion                                                                                 |       | 2,000     |       | 7,000     |       |
| Accrued revenue                                                                                                              |       | 24,868    |       | 35,986    |       |
| Derivative   instruments                                                                                                     |       | 82,960    |       | 248,550   |       |
| Other                                                                                                                        |       | 9,118     |       | 13,646    |       |
| Total current   assets                                                                                                       |       | 156,905   |       | 333,642   |       |
|                                                                                                                         |       |      |       |      |       |
| Property and   equipment:                                                                                                    |       |      |       |      |       |
| Natural gas   properties, at cost (successful efforts method):                                                               |       |      |       |      |       |
| Unproved   properties                                                                                                        |       | 737,358   |       | 834,255   |       |
| Producing   properties                                                                                                       |       | 1,762,206 |       | 2,497,306 |       |
| Gathering systems   and facilities                                                                                           |       | 85,404    |       | 142,241   |       |
| Other property and   equipment                                                                                               |       | 5,975     |       | 8,314     |       |
|                                                                                                                         |       | 2,590,943 |       | 3,482,116 |       |
| Less accumulated   depletion, depreciation, and amortization                                                                 |       | (431,181  | )          | (601,702  | )          |
| Property and   equipment, net                                                                                                |       | 2,159,762 |       | 2,880,414 |       |
|                                                                                                                         |       |      |       |      |       |
| Derivative   instruments                                                                                                     |       | 147,417   |       | 541,423   |       |
| Notes receivable —   long-term portion                                                                                  |       | —    |       | 5,111     |       |
| Other assets, net                                                                                                            |       | 22,203    |       | 28,210    |       |
| Total assets                                                                                                                 |       | $         | 2,486,287  |      | 3,788,800  |   |
| ** **                                                                                                                   |       |      |       |      |       |
| **Liabilities and Equity**                                                                                                   |       |      |       |      |       |
| Current   liabilities:                                                                                                       |       |      |       |      |       |
| Accounts payable                                                                                                             |       | $         | 82,436     |      | 107,027    |   |
| Accrued   liabilities                                                                                                        |       | 21,746    |       | 35,011    |       |
| Revenue   distributions payable                                                                                              |       | 29,917    |       | 34,768    |       |
| Advances from   joint interest owners                                                                                        |       | 1,478     |       | 2,944     |       |
| Derivative   instruments                                                                                                     |       | 4,212     |       | —    |       |
| Deferred income   tax liability                                                                                              |       | 12,694    |       | 75,308    |       |
| Total current   liabilities                                                                                                  |       | 152,483   |       | 255,058   |       |
|                                                                                                                         |       |      |       |      |       |
| Long-term   liabilities:                                                                                                     |       |      |       |      |       |
| Long-term debt                                                                                                               |       | 652,632   |       | 1,317,330 |       |
| Deferred income   tax liability                                                                                              |       | 77,489    |       | 245,327   |       |
| Other long-term   liabilities                                                                                                |       | 8,696     |       | 12,279    |       |
| Total liabilities                                                                                                            |       | 891,300   |       | 1,829,994 |       |
|                                                                                                                         |       |      |       |      |       |
| Equity:                                                                                                                      |       |      |       |      |       |
| Members’ equity                                                                                                         |       | 1,489,806 |       | 1,460,947 |       |
| Accumulated earnings                                                                                                         |       | 105,181   |       | 497,859   |       |
| Total equity                                                                                                                 |       | 1,594,987 |       | 1,958,806 |       |
|                                                                                                                         |       |      |       |      |       |
| Total liabilities   and equity                                                                                               |       | $         | 2,486,287  |      | 3,788,800  |   |

 

See accompanying notes to consolidated financial statements.

 

F-3

----

 

**ANTERO RESOURCES LLC**

** **

Consolidated Statements of Operations

 

Years Ended December 31, 2009, 2010 and 2011

 

(In thousands)

 
| ** **                                                                                                                                                                             | ** ** | **2009** | ** ** | **2010** | ** ** | **2011**  | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|------------|----------|------------|-----------|------------|
| Revenue:                                                                                                                                                                               |       |     |       |     |       |      |       |
| Natural gas sales                                                                                                                                                                      |       | $        | 116,329    |     | 189,713    |      | 341,834    |   |
| Natural gas   liquids sales                                                                                                                                                            |       | 7,586    |       | 8,278    |       | 34,718    |       |
| Oil sales                                                                                                                                                                              |       | 5,706    |       | 8,471    |       | 15,442    |       |
| Realized and   unrealized gain on commodity derivative instruments (including unrealized   gains (losses) of $(61,186), $170,571 and $559,596 in 2009, 2010, and 2011,   respectively) |       | 55,364   |       | 244,284  |       | 676,194   |       |
| Gas gathering and   processing revenue                                                                                                                                                 |       | 23,005   |       | 20,554   |       | —    |       |
| Gain on sale of   Oklahoma midstream assets                                                                                                                                            |       | —   |       | 147,559  |       | —    |       |
| Total revenue                                                                                                                                                                          |       | 207,990  |       | 618,859  |       | 1,068,188 |       |
| Operating   expenses:                                                                                                                                                                  |       |     |       |     |       |      |       |
| Lease operating   expenses                                                                                                                                                             |       | 17,606   |       | 25,511   |       | 30,645    |       |
| Gathering,   compression and transportation                                                                                                                                            |       | 28,190   |       | 45,809   |       | 87,768    |       |
| Production taxes                                                                                                                                                                       |       | 4,940    |       | 8,777    |       | 18,222    |       |
| Exploration   expenses                                                                                                                                                                 |       | 10,228   |       | 24,794   |       | 9,876     |       |
| Impairment of   unproved properties                                                                                                                                                    |       | 54,204   |       | 35,859   |       | 11,051    |       |
| Depletion,   depreciation and amortization                                                                                                                                             |       | 139,813  |       | 133,955  |       | 170,521   |       |
| Accretion of asset   retirement obligations                                                                                                                                            |       | 265      |       | 317      |       | 435       |       |
| Expenses related   to business acquisition                                                                                                                                             |       | —   |       | 2,544    |       | —    |       |
| General and   administrative                                                                                                                                                           |       | 20,843   |       | 21,952   |       | 33,342    |       |
| Loss on sale of   assets                                                                                                                                                               |       | —   |       | —   |       | 8,700     |       |
| Total operating   expenses                                                                                                                                                             |       | 276,089  |       | 299,518  |       | 370,560   |       |
| Operating income   (loss)                                                                                                                                                              |       | (68,099  | )          | 319,341  |       | 697,628   |       |
| Other expense:                                                                                                                                                                         |       |     |       |     |       |      |       |
| Interest expense                                                                                                                                                                       |       | (36,053  | )          | (56,463  | )          | (74,404   | )          |
| Realized and   unrealized losses on interest derivative instruments, net (including   unrealized gains of $6,163, $6,875 and $4,212, respectively)                                     |       | (4,985   | )          | (2,677   | )          | (94       | )          |
| Total other   expense                                                                                                                                                                  |       | (41,038  | )          | (59,140  | )          | (74,498   | )          |
| Income (loss)   before income taxes                                                                                                                                                    |       | (109,137 | )          | 260,201  |       | 623,130   |       |
| Provision for   income taxes — benefit (expense)                                                                                                                                  |       | 2,605    |       | (30,009  | )          | (230,452  | )          |
| Net income (loss)                                                                                                                                                                      |       | (106,532 | )          | 230,192  |       | 392,678   |       |
| Noncontrolling   interest in net (income) loss of consolidated subsidiary                                                                                                              |       | 363      |       | (1,564   | )          | —    |       |
| Net income (loss)   attributable to Antero equity owners                                                                                                                               |       | $        | (106,169   | )        | 228,628    |      | 392,678    |   |

 

See accompanying notes to consolidated financial statements.

 

F-4

----

 

**ANTERO RESOURCES LLC**

** **

Consolidated Statements of Equity and Comprehensive Income (Loss)

 

Years ended December 31, 2009, 2010, and 2011

 

(In thousands)

 
| ** **                                                                                                           | ** ** | ** **        | ** ** | ** **    | ** ** | ** ** | ** ** | **Capital in** | ** ** | **Accumulated** | ** ** | ** **            | ** ** | ** **         | ** ** | ** ** | ** ** |
|----------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|---------------|------------|------------|------------|---------------------|------------|-----------------|------------|-----------------------|------------|--------------------|------------|------------|------------|
| ** **                                                                                                           | ** ** | **Members’** | ** ** | **Preferred** | ** ** | **Common** | ** ** | **excess of**  | ** ** | **earnings**    | ** ** | **Total Antero** | ** ** | **Noncontrolling** | ** ** | **Total**  | ** ** |
| ** **                                                                                                           | ** ** | **equity**        | ** ** | **stock**     | ** ** | **stock**  | ** ** | **par value**  | ** ** | **(deficit)**   | ** ** | **equity**            | ** ** | **interest**       | ** ** | **equity** | ** ** |
| Balances,   December 31, 2008                                                                                   |       | $                 | —     |          | 1,163,005  |       | 174        |                | 334        |            | (15,276    | )                     | 1,148,237  |               | 29,318     |       | 1,177,555  |   |
| Issuance of   preferred stock, net of issuance costs of $1                                                           |       | —            |       | 105,000       |       | —     |       | (1                  | )          | —          |       | 104,999               |       | —             |       | 104,999    |       |
| Stock compensation                                                                                                   |       | —            |       | —        |       | —     |       | 2,822               |       | —          |       | 2,822                 |       | —             |       | 2,822      |       |
| Cancellation of   stock option plan                                                                                  |       | —            |       | —        |       | —     |       | (1,717              | )          | (2,002          | )          | (3,719                | )          | —             |       | (3,719     | )          |
| Return of capital   to common stockholders                                                                           |       | —            |       | —        |       | —     |       | (345                | )          | —          |       | (345                  | )          | —             |       | (345       | )          |
| Exchange of   preferred stock and common stock in Antero entities for Members’ equity in   Antero Resources LLC |       | 1,269,272         |       | (1,268,005    | )          | (174       | )          | (1,093              | )          | —          |       | —                |       | —             |       | —     |       |
| Issuance of equity   in LLC, net of issuance costs of $1,439                                                         |       | 123,561           |       | —        |       | —     |       | —              |       | —          |       | 123,561               |       | —             |       | 123,561    |       |
| Contribution   received from noncontrolling interest                                                                 |       | —            |       | —        |       | —     |       | —              |       | —          |       | —                |       | 766                |       | 766        |       |
| Net loss and   comprehensive loss                                                                                    |       | —            |       | —        |       | —     |       | —              |       | (106,169        | )          | (106,169              | )          | (363               | )          | (106,532   | )          |
| Balances,   December 31, 2009                                                                                   |       | 1,392,833         |       | —        |       | —     |       | —              |       | (123,447        | )          | 1,269,386             |       | 29,721             |       | 1,299,107  |       |
| Issuance of Member   units in business acquisition                                                                   |       | 97,000            |       | —        |       | —     |       | —              |       | —          |       | 97,000                |       |               |       | 97,000     |       |
| Equity issuance   costs                                                                                              |       | (27               | )          | —        |       | —     |       | —              |       | —          |       | (27                   | )          | —             |       | (27        | )          |
| Sale of midstream   subsidiary                                                                                       |       | —            |       | —        |       | —     |       | —              |       | —          |       | —                |       | (31,285            | )          | (31,285    | )          |
| Net income and   comprehensive income                                                                                |       | —            |       | —        |       | —     |       | —              |       | 228,628         |       | 228,628               |       | 1,564              |       | 230,192    |       |
| Balances,   December 31, 2010                                                                                   |       | 1,489,806         |       | —        |       | —     |       | —              |       | 105,181         |       | 1,594,987             |       | —             |       | 1,594,987  |       |
| Distribution to Members                                                                                              |       | (28,859           | )          | —        |       | —     |       | —              |       | —          |       | (28,859               | )          | —             |       | (28,859    | )          |
| Net income and   comprehensive income                                                                                |       | —            |       | —        |       | —     |       | —              |       | 392,678         |       | 392,678               |       | —             |       | 392,678    |       |
| Balances,   December 31, 2011                                                                                   |       | $                 | 1,460,947  |          | —     |       | —     |                | —     |            | 497,859    |                  | 1,958,806  |               | —     |       | 1,958,806  |   |

 

F-5

----

 

**ANTERO RESOURCES LLC**

** **

Condensed Consolidated Statements of Cash Flows

 

Years ended December 31, 2009, 2010, and 2011

 

(In thousands)

 
| ** **                                                                                  | ** ** | **2009** | ** ** | **2010**   | ** ** | **2011** | ** ** |
|---------------------------------------------------------------------------------------------|------------|----------|------------|------------|------------|----------|------------|
| Cash flows from   operating activities:                                                     |       |     |       |       |       |     |       |
| Net income (loss)                                                                           |       | $        | (106,532   | )          | 230,192    |     | 392,678    |   |
| Adjustment to   reconcile net income (loss) to net cash provided by operating activities:   |       |     |       |       |       |     |       |
| Depletion,   depreciation, and amortization                                                 |       | 139,813  |       | 133,955    |       | 170,521  |       |
| Dry hole costs                                                                              |       | 1,671    |       | 19,471     |       | 4,491    |       |
| Impairment of   unproved properties                                                         |       | 54,204   |       | 35,859     |       | 11,051   |       |
| Unrealized (gains)   losses on derivative instruments, net                                  |       | 55,023   |       | (177,446   | )          | (563,808 | )          |
| Deferred taxes                                                                              |       | (2,605   | )          | 30,009     |       | 230,452  |       |
| (Gain) loss on   sale of assets                                                             |       | —   |       | (147,559   | )          | 8,700    |       |
| Other                                                                                       |       | 10,381   |       | 4,008      |       | 3,913    |       |
| Changes in assets   and liabilities:                                                        |       |     |       |       |       |     |       |
| Accounts   receivable                                                                       |       | 19,169   |       | (2,306     | )          | 3,854    |       |
| Accrued revenue                                                                             |       | 1,346    |       | (7,408     | )          | (11,118  | )          |
| Other current   assets                                                                      |       | 749      |       | 261        |       | (4,528   | )          |
| Accounts payable                                                                            |       | (16,730  | )          | 9,779      |       | (1,875   | )          |
| Accrued   liabilities                                                                       |       | 1,470    |       | (2,849     | )          | 15,658   |       |
| Revenue   distributions payable                                                             |       | (2,159   | )          | 1,747      |       | 4,852    |       |
| Advances from   joint interest owners                                                       |       | (6,493   | )          | 78         |       | 1,466    |       |
| Net cash provided   by operating activities                                                 |       | 149,307  |       | 127,791    |       | 266,307  |       |
|                                                                                        |       |     |       |       |       |     |       |
| Cash flows from   investing activities:                                                     |       |     |       |       |       |     |       |
| Additions to   proved properties                                                            |       | (1,029   | )          | —     |       | (105,405 | )          |
| Additions to   unproved properties                                                          |       | (16,118  | )          | (41,277    | )          | (195,131 | )          |
| Drilling costs                                                                              |       | (258,520 | )          | (299,926   | )          | (527,710 | )          |
| Additions to   gathering systems and facilities                                             |       | (5,819   | )          | (47,124    | )          | (72,837  | )          |
| Additions to other   property and equipment                                                 |       | (188     | )          | (2,647     | )          | (2,339   | )          |
| Increase in notes   receivable                                                              |       |     |       | (2,000     | )          | (10,111  | )          |
| Increase in other   assets                                                                  |       | (225     | )          | (556       | )          | (3,095   | )          |
| Proceeds from   asset sales                                                                 |       | —   |       | 258,918    |       | 15,379   |       |
| Net assets of   business acquired, net of cash of $170                                      |       | —   |       | (96,060    | )          | —   |       |
| Net cash used in   investing activities                                                     |       | (281,899 | )          | (230,672   | )          | (901,249 | )          |
|                                                                                        |       |     | ** ** | ** ** |       |     |       |
| Cash flows from   financing activities:                                                     |       |     | ** ** | ** ** |       |     |       |
| Issuance of senior   notes                                                                  |       | 372,371  |       | 156,000    |       | 400,000  |       |
| Borrowings   (repayments) on bank credit facility, net                                      |       | (254,500 | )          | (42,080    | )          | 265,000  |       |
| Repayment of   second lien term note                                                        |       | (225,000 | )          | —     |       | —   |       |
| Payments of   deferred financing costs                                                      |       | (17,845  | )          | (10,459    | )          | (6,691   | )          |
| Issuance of   preferred stock                                                               |       | 105,000  |       | —     |       | —   |       |
| Issuance of   members’ equity                                                          |       | 125,000  |       | —     |       | —   |       |
| Distribution to   members                                                                   |       | —   |       | —     |       | (28,859  | )          |
| Other                                                                                       |       | (734     | )          | (2,261     | )          | (153     | )          |
| Net cash provided   by financing activities                                                 |       | 104,292  |       | 101,200    |       | 629,297  |       |
| Net decrease in   cash and cash equivalents                                                 |       | (28,300  | )          | (1,681     | )          | (5,645   | )          |
| Cash and cash   equivalents, beginning of period                                            |       | 38,969   |       | 10,669     |       | 8,988    |       |
| Cash and cash equivalents,   end of period                                                  |       | $        | 10,669     |       | 8,988      |     | 3,343      |   |
| Supplemental   disclosure of cash flow information:                                         |       |     |       |       |       |     |       |
| Cash paid during   the period for interest                                                  |       | $        | 28,395     |       | 52,326     |     | 59,107     |   |
| Supplemental   disclosure of noncash investing activities:                                  |       |     |       |       |       |     |       |
| Changes in accounts   payable for additions to properties, gathering systems and facilities |       | $        | (78,220    | )          | 32,028     |     | 26,465     |   |

 

See accompanying notes to consolidated financial statements.

 

F-6

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

**(1)****                    ****Organization**

 

***(a)******                     ******Business and Organization***

 

Antero Resources LLC, a limited liability company, and its consolidated operating subsidiaries (collectively referred to as the Company, we, or our) are engaged in the exploration for and the production of natural gas and oil onshore in the United States in unconventional reservoirs, which can generally be characterized as fractured shales and tight sand formations. Our properties are primarily located in the Appalachian Basin in West Virginia and Pennsylvania, the Arkoma Basin in Oklahoma, and the Piceance Basin in Colorado. We also have certain midstream gathering and pipeline operations which are ancillary to our interests in producing properties in these basins. Our corporate headquarters are in Denver, Colorado.

 

Our consolidated financial statements as of December 31, 2011 include the accounts of Antero Resources LLC, and its directly and indirectly owned subsidiaries. The subsidiaries include Antero Resources Corporation (Antero Arkoma), Antero Resources Piceance Corporation (Antero Piceance), Antero Resources Pipeline Corporation (Antero Pipeline), Antero Resources Appalachian Corporation and its subsidiary, Antero Resources Bluestone LLC (Antero Appalachian), and Antero Resources Finance Corporation (Antero Finance) (collectively referred to as the Antero Entities).

 

***(b)******                     ******Sale of Oklahoma Midstream Operations***

 

On November 5, 2010, the Company sold its investment in Antero Midstream Corporation (Midstream) and Midstream’s 60% ownership interest in Centrahoma Processing LLC. The Company realized a gain of approximately $147.6 million on the sale. The results of operations for Midstream are included in our consolidated results through the date of the sale.

 

**(2)****                    ****Summary of Significant Accounting Policies**

 

***(a)******                     ******Basis of Presentation***

 

The accompanying consolidated financial statements include the accounts of Antero Resources LLC and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

 

As of the date these financial statements were filed with the Securities and Exchange Commission, the Company completed its evaluation of potential subsequent events for disclosure and no items other than the event described in Note 15 requiring disclosure were identified.

 

***(b)******                     ******Use of Estimates***

 

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates.

 

The Company’s consolidated financial statements are based on a number of significant estimates including estimates of gas and oil reserve quantities, which are the basis for the calculation of depreciation, depletion, amortization, present value of future reserves, and impairment of oil and gas properties. Reserve estimates by their nature are inherently imprecise.

 

(Continued)

 

F-7

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

***(c)******                      ******Risks and Uncertainties***

 

Historically, the market for natural gas has experienced significant price fluctuations. Prices for natural gas have been particularly volatile in recent years. The price fluctuations can result from variations in weather, levels of production in the region, availability of transportation capacity to other regions of the country, and various other factors. Increases or decreases in prices received could have a significant impact on the Company’s future results of operations.

 

***(d)******                     ******Cash and Cash Equivalents***

 

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments.

 

***(e)******                      ******Oil and Gas Properties***

 

The Company accounts for its natural gas and crude oil exploration and development activities under the successful efforts method of accounting. Under such method, costs of productive wells, development dry holes, and undeveloped leases are capitalized. Oil and gas lease acquisition costs are also capitalized. Exploration costs, including personnel and other internal costs, geological and geophysical expenses, and delay rentals for gas and oil leases, are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial quantities. The Company reviews exploration costs related to wells-in-progress at the end of each quarter and makes a determination based on known results of drilling at that time whether the costs should continue to be capitalized pending further well testing and results or charged to expense. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties.

 

Unproved properties with significant acquisition costs are assessed for impairment on a property-by-property basis, and any impairment in value is charged to expense. Impairment is assessed based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, and future plans to develop acreage. Other unproved properties are assessed for impairment on an aggregate basis. Unproved properties and the related costs are transferred to proved properties when reserves are discovered on or otherwise attributed to the property. Proceeds from sales of partial interests in unproved properties are accounted for as a recovery of cost without recognizing any gain or loss until the cost has been recovered. Impairment of unproved properties for leases which have expired or are expected to expire was $54.2 million, $35.9 million, and $11.1 million for the years ended December 31, 2009, 2010, and 2011, respectively.

 

The Company reviews its proved oil and gas properties for impairment whenever events and circumstances indicate that the carrying value of the properties may not be recoverable. When determining whether impairment has occurred, the Company estimates the expected future cash flows of its oil and gas properties and compares such future cash flows to the carrying amount of the properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company reduces the carrying amount of the properties to their estimated fair value. The factors used to determine fair value include estimates of proved reserves, future commodity prices, cash flow from commodity hedges, future production estimates, anticipated capital expenditures, and a commensurate discount rate. There were no

 

(Continued)

 

F-8

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

impairments of proved natural gas properties during the years ended December 31, 2009, 2010, and 2011.

 

At December 31, 2011, the Company had capitalized costs related to exploratory wells-in-progress, which were pending determination of proved reserves of $17.8 million. The Company had no significant costs which have been deferred for longer than one year pending proved reserves at December 31, 2011.

 

The provision for depreciation, depletion, and amortization of oil and gas properties is calculated on a geological reservoir basis using the units-of-production method. Depreciation, depletion, and amortization expense for oil and gas properties was $130.1 million, $124.3 million, and $164.0 million for the years ended December 31, 2009, 2010, and 2011, respectively.

 

***(f)******                        ******Inventories***

 

Inventories consist of pipe and well equipment, and are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method.

 

***(g)******                     ******Gathering Systems and Facilities***

 

Gathering systems and compressors are depreciated using the straight-line method over their estimated useful life of 20 years. Expenditures for installation, major additions, and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expenses as incurred. For the years ended December 31, 2009, 2010, and 2011, depreciation expense for gathering systems and processing facilities was $9.0 million, $8.8 million, and $5.5 million, respectively. A gain or loss is recognized upon the sale or disposal of property and equipment.

 

***(h)******                     ******Impairment of Long-Lived Assets Other than Oil and Gas Properties***

 

The Company evaluates its long-lived assets other than natural gas properties for impairment when events or changes in circumstances indicate that the related carrying amount of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the unit being assessed. If the carrying value amounts of the assets are deemed to be not recoverable, the carrying amount is reduced to the estimated fair value, which is based on discounted future cash flows or other techniques, as appropriate. No impairments for such assets have been recorded through December 31, 2011.

 

***(i)******                        ******Other Property and Equipment***

 

Other property and equipment is depreciated using the straight-line method over estimated useful lives ranging from three to five years. For the years ended December 31, 2009, 2010, and 2011, depreciation expense for other property and equipment was $660,000, $839,000, and $1,019,000, respectively. A gain or loss is recognized upon the sale or disposal of property and equipment.

 

***(j)******                        ******Deferred Financing Costs***

 

Deferred financing costs represent loan origination fees, initial purchasers’ discounts, and other borrowing costs and are included in noncurrent other assets on the consolidated balance sheets. These costs are being amortized over the term of the notes using the effective interest method. The Company charges interest expense for deferred financing costs remaining for debt facilities that have been retired prior to their maturity date and for deferred charges relating to parties to its bank credit

 

(Continued)

 

F-9

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

facility who do not continue to participate. At December 31, 2011, the Company had $27.4 million of unamortized deferred financing costs included in other long-term assets. The amounts amortized and the write-off of previously deferred debt issuance costs were $7.3 million, $4.1 million, and $3.8 million for the years ended December 31, 2009, 2010, and 2011, respectively.

 

***(k)******                     ******Derivative Financial Instruments***

 

In order to manage its exposure to oil and gas price volatility, the Company enters into derivative transactions from time to time, including commodity swap agreements, collar agreements, and other similar agreements relating to natural gas expected to be produced. From time to time, the Company also enters into derivative contracts to mitigate the effects of interest rate fluctuations. To the extent legal right of offset with a counterparty exists, the Company reports derivative assets and liabilities on a net basis. The Company has exposure to credit risk to the extent the counterparty is unable to satisfy its settlement obligation. The Company actively monitors the creditworthiness of counterparties and assesses the impact, if any, on its derivative position.

 

The Company records derivative instruments on the consolidated balance sheets as either an asset or liability measured at fair value and records changes in the fair value of derivatives in current earnings as they occur. Changes in the fair value of commodity derivatives are classified as revenues, and changes in the fair value of interest rate derivatives are classified as other income (expense).

 

***(l)******                        ******Asset Retirement Obligations***

 

The Company is obligated to dispose of certain long-lived assets upon their abandonment. The Company’s asset retirement obligations (ARO) relate primarily to its obligation to plug and abandon oil and gas wells at the end of their life. The ARO is recorded at its estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligation discounted at the Company’s credit-adjusted, risk-free interest rate. Revisions to estimated ARO can result from changes in retirement cost estimates, revisions to estimated inflation rates, and changes in the estimated timing of abandonment. The fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for an amount other than the carrying amount of the liability, we will recognize a gain or loss on settlement.

 

The Company delivers natural gas through its gathering assets. We may become obligated by regulatory requirements to remove certain facilities or perform other remediation upon retirement of these assets. However, the Company is not able to reasonably determine the fair value of the ARO since future dismantlement and removal dates are indeterminate. The Company does not have access to adequate forecasts that predict the timing of expected production for existing reserves on those fields in which the Company operates. In the absence of such information, the Company is not able to make a reasonable estimate of when future dismantlement and removal dates will occur and will continue to monitor regulatory requirements to remove its gathering assets.

 

***(m)******                  ******Environmental Liabilities***

 

Environmental expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed as incurred. Liabilities are accrued when environmental assessments and/or clean up is probable, and the costs can be reasonably estimated. These liabilities are adjusted as additional information becomes available or

 

(Continued)

 

F-10

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

circumstances change. As of December 31, 2010 and 2011, the Company has not accrued for any environmental liabilities nor has it been fined or cited for any environmental violations that could have a material adverse effect on future capital expenditures or operating results of the Company.

 

***(n)******                     ******Natural Gas, NGL and Oil Revenues***

 

Sales of natural gas, NGLs, and crude oil are recognized when the products are delivered to the purchaser and title transfers to the purchaser. Payment is generally received one to three months after the sale has occurred. Variances between estimated sales and actual amounts received are recorded in the month payment is received and are not material. The Company recognizes natural gas revenues based on its entitlement share of natural gas that is produced based on its working interests in the properties. The Company records a receivable (payable) to the extent it receives less (more) than its proportionate share natural gas revenues. At December 31, 2010 and 2011, the Company had no significant imbalance positions.

 

***(o)******                     ******Gathering and Processing Fees Revenue***

 

The Company sold its Oklahoma midstream assets in November 2010 and therefore had no gathering and processing fees revenue in 2011.

 

In 2009 and 2010, the Company utilized the accrual method of accounting for gas processing fee revenues. The amount of revenue is determinable when the sale of the applicable product has been completed. Service fees were recognized as revenue when services are performed.

 

The Company obtains access to unprocessed natural gas and provides services to customers under a processing agreement. The processing agreement contains a fee-based provision, whereby the Company receives a fee based on the volume of natural gas processed. In addition, proceeds from selling natural gas liquids (NGLs) are remitted back to customers based on a contractual calculation of the liquids available for separation, as determined from an analysis of the raw natural gas received. The margin earned on NGLs sold in excess of payments made to the customers is not directly dependant on the value of these products and was reported net.

 

***(p)******                     ******Concentrations of Credit Risk***

 

The Company’s revenues are derived principally from uncollateralized sales to purchasers in the oil and gas industry. The concentration of credit risk in a single industry affects the Company’s overall exposure to credit risk because purchasers may be similarly affected by changes in economic and other conditions. The Company has not experienced significant credit losses on its receivables.

 

The Company’s sales to major customers (purchases in excess of 10% of total sales) for the years ended December 31, 2009, 2010, and 2011 are as follows:

 
| ** ** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| Company A  |       | 44       | %          | 23       | %          | 28       | %          |
| Company B  |       | 15       |       | 13       |       | 17       |       |
| Company C  |       | 12       |       | 11       |       | 12       |       |
| All others |       | 29       |       | 53       |       | 43       |       |
|       |       | 100      | %          | 100      | %          | 100      | %          |

 

(Continued)

 

F-11

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

Although a substantial portion of production is purchased by these major customers, we do not believe the loss of any one or several customers would have a material adverse effect on our business, as other customers or markets would be accessible to us.

 

The Company is also exposed to credit risk on its commodity derivative portfolio.  Any default by the counterparties to these derivative contracts when they become due would have a material adverse effect on our financial condition and results of operations.  The fair value of our commodity derivative contracts of approximately $790 million at December 31, 2011 includes the following values by bank counterparty: JP Morgan - $194 million; BNP Paribas - $172 million; Credit Suisse - $170 million; Wells Fargo - $111 million; Barclays - $78 million; Credit Agricole - $35 million; KeyBank - $7 million; Deutsche Bank - $4 million; and Union Bank - $2 million.  Additionally, contracts with Dominion Field Services account for $17 million of the fair value. The credit ratings of certain of these banks have been downgraded in 2011 because of the sovereign debt crisis in Europe.  The estimated fair value of our commodity derivative assets has been risk adjusted using a discount rate based upon the respective published credit default swap rates at December 31, 2011 for each of the European and American banks.  We believe that all of these institutions currently are acceptable credit risks.

 

The Company, at times, may have cash in banks in excess of federally insured amounts.

 

***(q)******                     ******Income Taxes***

 

Antero Resources LLC and each of its operating subsidiaries file separate federal and state income tax returns. Antero Resources LLC is a partnership for income tax purposes and therefore is not subject to federal or state income taxes. The tax on the income of Antero Resources LLC is borne by the individual members through the allocation of taxable income.

 

The Company’s operating subsidiaries recognize 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 the tax laws or tax rates is recognized in income in the period such changes are enacted. Deferred tax assets are reduced by a valuation allowance, when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Unrecognized tax benefits represent potential future tax obligations for uncertain tax positions taken on previously filed tax returns that may not ultimately be sustained. The Company recognizes interest expense related to unrecognized tax benefits in interest expense and fines and penalties as income tax expense. At December 31, 2010 and 2011, the Company has no unrecognized tax benefits from uncertain tax positions that would impact the Company’s effective tax rate and has made no provisions for interest or penalties related to uncertain tax positions. The tax years 2008 through 2011 remain open to examination by the U.S. Internal Revenue Service. The Company files tax returns with various state taxing authorities which remain open to examination for tax years 2007 through 2011.

 

***(r)******                       ******Fair Value Measures***

 

FASB ASC Topic 820, *Fair Value Measurements and Disclosures,*clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., those measured at fair value in a business

 

(Continued)

 

F-12

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

combination, the initial recognition of asset retirement obligations, and impairments of proved oil and gas properties, and other long-lived assets). The fair value is the price that the Company estimates would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize input to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Instruments which are valued using Level 2 inputs include nonexchange traded derivatives such as over-the-counter commodity price swaps, basis swaps, and interest rate swaps. Valuation models used to measure fair value of these instruments consider various Level 2 inputs including (i) quoted forward prices for commodities, (ii) time value, (iii) quoted forward interest rates, (iv) current market prices and contractual prices for the underlying instruments, (v) risk of nonperformance by the Company and the counterparty, and (vi) other relevant economic measures. The Company utilizes its counterparties to assess the reasonableness of its prices and valuation techniques. To the extent a legal right of offset with a counterparty exists, the derivative assets and liabilities are reported on a net basis.

 

***(s)******                       ******Industry Segment and Geographic Information***

 

We have evaluated how the Company is organized and managed and have identified one operating segment — the exploration and production of oil, natural gas, and natural gas liquids. We consider our gathering, processing, and marketing functions as ancillary to our oil and gas producing activities. All of our assets are located in the United States and all of our revenues are attributable to customers located in the United States.

 

**(3)****                    ****Bluestone Acquisition**

 

On December 1, 2010, the Company, through a newly formed subsidiary of Antero Appalachian, Antero Resources Bluestone LLC, acquired 100% of the interests in Bluestone Energy Partners (BEP), a general partnership which owned approximately 96 producing wells and 37,250 acres of unproved leaseholds in the Appalachian Basin.

 

(Continued)

 

F-13

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

The following table summarizes the consideration paid for the BEP partnership interests and the amounts of the assets acquired and liabilities assumed (in millions).

 
| Consideration:                                                                                                                                    |   |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
| Cash                                                                                                                                              |   | $      | 96.2   |   |
| I-5 and B-6 units (3,814,392 each) in Antero   Resources LLC                                                                                      |   | 97.0   |   |
| Total fair value of consideration transferred                                                                                                     |   | $      | 193.2  |   |
| Acquisition related costs (included in operating   expenses in the Company’s statement of operations for the year ended December   31, 2011) |   | $      | 2.5    |   |
|                                                                                                                                              |   |   |   |
| Fair values of identifiable assets acquired and   liabilities assumed:                                                                            |   |   |   |
| Current assets                                                                                                                                    |   | $      | 17.2   |   |
| Property, plant, and equipment:                                                                                                                   |   |   |   |
| Producing properties                                                                                                                              |   | 50.7   |   |
| Undeveloped leases                                                                                                                                |   | 206.3  |   |
| Other                                                                                                                                             |   | 4.3    |   |
| Other long-term assets                                                                                                                            |   | 9.3    |   |
| Current liabilities                                                                                                                               |   | (7.0   | )      |
| Long term liabilities                                                                                                                             |   | (26.2  | )      |
| Deferred tax liabilities                                                                                                                          |   | (61.4  | )      |
| Net assets acquired                                                                                                                               |   | $      | 193.2  |   |

 

The fair value of property and equipment and other long-term assets was determined using Level 3 inputs. Deferred tax liabilities were calculated by applying the estimated effective tax rate to the difference between the fair value of the assets acquired and their tax basis. The I-5 and B-6 units issued as part of the consideration were recorded based on their estimated fair value of $97.0 million on the acquisition date, using Level 3 inputs. There was no contingent consideration given as part of the purchase price.

 

**(4)****                    ****Notes Receivable**

 

At December 31, 2010 and 2011 the Company had notes receivable from a drilling contractor of $2.0 million and $12.1 million, respectively. The notes result from the Company’s advances to the drilling contractor to construct drilling rigs to be used by the contractor to fulfill long-term drilling contracts with the Company.  The notes are non-interest bearing and are repayable over the term of the service agreements with the drilling contractor.

 

(Continued)

 

F-14

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

**(5)****                    ****Long-term Debt**

 

The Company’s long-term debt is summarized as follows at December 31, 2010 and 2011 (in thousands):

 
| ** **                       | ** ** | **2010** | ** ** | **2011** | ** ** |
|----------------------------------|------------|----------|------------|----------|------------|
| Bank credit facility (a)         |       | $        | 100,000    |     | 365,000    |   |
| 9.375% senior notes due 2017 (b) |       | 525,000  |       | 525,000  |       |
| 7.25% senior notes due 2019 (c)  |       | —   |       | 400,000  |       |
| 9.00% senior note (d)            |       | 25,000   |       | 25,000   |       |
| Net unamortized premium          |       | 2,632    |       | 2,330    |       |
| Total                            |       | $        | 652,632    |     | 1,317,330  |   |

 

***(a)******                     ******Bank Credit Facility***

 

The Company has a senior secured revolving bank credit facility (the Credit Facility) with a consortium of bank lenders. The maximum amount of the Credit Facility is $1.5 billion. Borrowings under the Credit Facility are subject to borrowing base limitations based on the collateral value of our proved properties and commodity hedge positions and are subject to regular semiannual redeterminations. As of December 31, 2011, the borrowing base was $1.2 billion and lender commitments totaled $850 million. Lender commitments can be increased to the full $1.2 billion borrowing base upon approval of the lending bank group. The maturity date of the Credit Facility is May 12, 2016. The next redetermination of the borrowing base is scheduled to occur in May 2012.

 

The Credit Facility is secured by mortgages on substantially all of the Company’s properties and guarantees from the Company’s operating subsidiaries. The Credit Facility contains certain covenants, including restrictions on indebtedness and dividends, and requirements with respect to working capital and interest coverage ratios. Interest is payable at a variable rate based on LIBOR or the prime rate based on the Company’s election at the time of borrowing. The Company was in compliance with all of the financial debt covenants under the Credit Facility as of December 31, 2010 and 2011.

 

As of December 31, 2011, the Company had an outstanding balance under the Credit Facility of $365 million, with a weighted average interest rate of 2.12%, and outstanding letters of credit of approximately $21 million.  As of December 31, 2010, the Company had an outstanding balance under the Credit Facility of $100 million, with a weighted average interest rate of 2.56%, and outstanding letters of credit of approximately $18 million.  Commitment fees on the unused portion of the Credit Facility are due quarterly at rates from 0.375% to 0.50% of the unused facility.

 

***(b)******                     ******9.375% Senior Notes Due 2017***

 

On November 17, 2009, an indirect wholly owned finance subsidiary of Antero Resources LLC, Antero Finance, issued $375 million of 9.375% senior notes due December 1, 2017 at a discount of $2.6 million. In January 2010, the Company issued an additional $150 million of the same series of 9.375% senior notes at a premium of $6.0 million. The notes are unsecured and effectively subordinated to the Company’s Credit Facility to the extent of the value of the collateral securing the Credit Facility. The notes are guaranteed on a full and unconditional basis and joint and severally by Antero Resources LLC, all of its wholly owned subsidiaries (other than Antero Finance), and certain of its future restricted subsidiaries. Antero Resources LLC has no independent assets or operations. Interest on the notes is payable on June 1 and December 1 of each year. Antero Finance may redeem

 

(Continued)

 

F-15

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

all or part of the notes at any time on or after December 1, 2013 at redemption prices ranging from 104.688% on or after December 1, 2013 to 100.00% on or after December 1, 2015. In addition, on or before December 1, 2012, Antero Finance may redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 109.375%. At any time prior to December 1, 2013, Antero Finance may also redeem the notes, in whole or in part, at a price equal to 100% of the principal amount of the notes plus a “make-whole” premium. If Antero Resources LLC undergoes a change of control, Antero Finance may be required to offer to purchase notes from the holders. Antero Resources LLC, the stand-alone parent entity, has insignificant independent assets and no operations. There are no restrictions on the Company’s ability to obtain cash dividends or other distributions of funds from its subsidiaries, except those imposed by applicable law.

 

***(c)******                      ******7.25% Senior Notes Due 2019***

 

On August 1, 2011, Antero Finance issued $400 million of 7.25% senior notes due August 1, 2019 at par. The notes are unsecured and effectively subordinated to the Company’s Credit Facility to the extent of the value of the collateral securing the Credit Facility. The notes rank pari passu to the existing 9.375% senior notes. The notes are guaranteed on a senior unsecured basis by Antero Resources LLC, all of its wholly owned subsidiaries (other than Antero Finance), and certain of its future restricted subsidiaries. Interest on the notes is payable on August 1 and February 1 of each year, commencing on February 1, 2012. Antero Finance may redeem all or part of the notes at any time on or after August 1, 2014 at redemption prices ranging from 105.438% on or after August 1, 2014 to 100.00% on or after August 1, 2017. In addition, on or before August 1, 2014, Antero Finance may redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 107.25% of the principal amount of the notes, plus accrued interest. At any time prior to August 1, 2014, Antero Finance may redeem the notes, in whole or in part, at a price equal to 100% of the principal amount of the notes plus a “make-whole” premium and accrued interest. If a change of control (as defined in the bond indenture) occurs at any time prior to January 1, 2013, Antero Finance may, at its option, redeem all, but not less than all, of the notes at a redemption price equal to 110% of the principal amount of the notes, plus accrued interest. If Antero Finance has not exercised its optional redemption rights upon a change of control, the note holders will have the right to require Antero Finance to repurchase all or a portion of the notes at a price equal to 101% of the principal amount of the notes, plus accrued interest.

 

***(d)******                     ******9.00% Senior Note***

 

The Company assumed a $25 million unsecured note payable in the business acquisition consummated on December 1, 2010. The note bears interest at 9% and is due December 1, 2013.

 

***(e)******                      ******Treasury Management Facility***

 

The Company has a stand-alone revolving note with a lender under the senior credit facility which provides for up to $10.0 million of cash management obligations in order to facilitate the Company’s daily treasury management. Borrowings under the revolving note are secured by the collateral for the revolving credit facility. Borrowings under the facility bear interest at the lender’s prime rate plus 1.0%. The note matures on November 1, 2012. At December 31, 2011, there were no outstanding borrowings under this facility.

 

**(6)****                    ****Asset Retirement Obligations**

 

The following is a reconciliation of the Company’s asset retirement obligations for the years ended December 31, 2010 and 2011 (in thousands).

 
| ** **                                            | ** ** | **2010** | ** ** | **2011** | ** ** |
|-------------------------------------------------------|------------|----------|------------|----------|------------|
| Asset retirement obligations — beginning of year |       | $        | 3,487      |     | 5,374      |   |
| Obligations incurred                                  |       | 332      |       | 906      |       |
| Obligations assumed in business acquisition           |       | 1,238    |       | —   |       |
| Accretion expense                                     |       | 317      |       | 435      |       |
| Asset retirement obligations — end of year       |       | $        | 5,374      |     | 6,715      |   |

 

(Continued)

 

F-16

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

**(7)****                    ****Reorganization of Ownership Structure**

 

Since the inception of the Antero Entities in 2004, the Company has raised capital from private equity, institutional, and management investors through the issuance of various classes of preferred stock and common stock by the Antero Entities, each of which were owned by the same investors having substantially identical ownership in each of the entities. The Company also awarded preferred stock and common stock shares to various members of management and employees in the form of restricted share awards with restrictions that lapse over time. The Company also granted options to purchase shares of common stock to various members of management and employees.

 

On November 3, 2009, the stockholders of the Antero Entities contributed their shares of preferred stock and common stock to a newly formed entity, Antero Resources LLC, in exchange for an equivalent number of Class I-1, I-2, and I-3 units and Class A-1, A-3, B-1, B-3, and B-5 units in the Company. The newly issued units in Antero Resources LLC are substantially similar in character to the contributed stock in the Antero Entities, including the relative rights in the equity of the newly formed LLC. The exchange was accounted for at the historical amounts recorded for the common stock and preferred stock and the basis in the assets of the Antero Entities was not changed. Outstanding stock options were canceled and the Company paid the excess of the fair value of the underlying stock over the exercise price of the options to the employees in cash in 2010.

 

Antero Resources LLC also issued Class A-2, A-4, B-2, B-3, B-4, and B-5 profit units to Antero Resources Employee Holdings LLC, a newly formed limited liability company owned by certain officers and employees, which issued similar units to its members. These units participate only in distributions upon liquidation events meeting requisite financial return thresholds.

 

In November 2009, Antero Resources LLC issued new Class I-4 units for $125 million and incurred approximately $1.4 million of offering costs for the new units. The proceeds of this equity placement were used to repay a portion of the borrowings outstanding under the senior secured revolving credit facility.

 

In December 2010, Antero Resources LLC issued new Class I-5 and B-6 units valued in aggregate at $97 million in connection with the acquisition of Bluestone Energy Partners (see note 3).

 

At December 31, 2011, the outstanding units in Antero Resources LLC are summarized as follows:

 
| ** **                      | ** ** | **Units**               | ** ** |
|---------------------------------|------------|-------------------------|------------|
| ** **                      | ** ** | **authorized and** | ** ** |
| ** **                      | ** ** | **issued**              | ** ** |
| Class I units              |       | 107,281,058             |       |
| Class A and B units        |       | 40,007,463              |       |
| Class A and B profit units |       | 19,726,873              |       |
|                            |       | 167,015,394             |       |

 

(Continued)

 

F-17

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

At December 31, 2011, all restricted units outstanding are vested.

 

None of the three classes of outstanding units are entitled to current cash distributions, except as provided in the limited liability operating agreement, nor are they convertible into indebtedness. The Company has no obligation to repurchase these units at the election of the unit holders.

 

In the event of a distribution from Antero Resources LLC, amounts available for distribution are distributed according to a formula set forth in the limited liability company agreement that takes into account the relative priority of the various classes of units outstanding. In the event of a distribution due to the disposition of an individual Antero Entity, a portion of the proceeds is allocated to the employees of the Company based on a requisite return financial threshold. In general, distributions are made first to holders of the Class I units until they have received their investment amount and an 8% special allocation and then, as a group, to the holders of all classes of units together. The Class I units participate on a pro rata basis with the other classes of units in funds available for distributions in excess of the Class I unit investment and special allocation amounts.

 

At December 31, 2011, the Class I units have an aggregate liquidation priority, including the special allocation of 8% per annum, of $2.0 billion. Under the terms of the Antero Resources LLC limited liability company agreement, the Company is obligated to distribute cash to the members of the limited liability company each year sufficient for the members to fund income tax liabilities for partnership income allocated to them. As a result of the gain recognized on the sale of Antero Resources Midstream Corporation, which owned Antero’s Arkoma midstream assets, by Antero Resources LLC in 2010, the Company distributed approximately $28.9 million to the members in February 2011.

 

**(8)****                    ****Stock Compensation**

 

Stock compensation expense is summarized as follows for the year ended December 31, 2009 (in thousands):

 
| Preferred stock awards                 |   | $     | 189    |   |
|----------------------------------------|--------|-------|--------|--------|
| Common stock awards                    |   | 623   |   |
| Stock options                          |   | 2,010 |   |
| Total stock-based compensation expense |   | $     | 2,822  |   |

 

Prior to the reorganization of the ownership structure described in note 7, the Antero Entities had granted various equity compensation awards in the form of restricted shares of preferred and common stock as well as stock options. Compensation expense was charged for the estimated fair value of the restricted common and preferred shares issued. The restricted share awards were exchanged for restricted units in Antero Resources LLC at the date of the reorganization.

 

At the date of the reorganization, the Company’s stock option plans were terminated and the Company agreed with the holders of the options to cash settle the options for the difference between the fair market value of the stock underlying the options and the exercise price of the options. The resulting plan termination liabilities in the amount of $3.7 million were accrued as a liability and charged to additional paid-in capital in November 2009. Compensation expense in 2009 for stock options resulted from the granting of options at the date of the reorganization, the amortization of stock option expense related to options issued prior to 2009, and the write-off of unamortized stock expense related to the terminated options. Compensation expense of $1.3 million was accrued for the options granted at the date of the reorganization, the amount for which the Company agreed to settle the options at that date.

 

There was no compensation expense related to stock awards in 2010 or 2011 and no unamortized stock expense at December 31, 2011.

 

(Continued)

 

F-18

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

**(9)****                    ****Membership Interests Awards**

 

In connection with the reorganization of the Company’s ownership structure in November 2009 and cancellation of the stock option plans, the Company issued membership interests in Antero Resources Employee Holdings LLC, a newly formed limited liability company owned by certain officers and employees. The membership interests participate only in distributions from Antero Resources LLC in liquidation events, meeting requisite financial thresholds after the Class I and other classes of unitholders have recovered their investment and special allocation amounts. The membership interests have no voting rights. Compensation expense for these awards will be recognized when all performance, market, and service conditions are probable of being satisfied (in general, upon a liquidating event). Accordingly, no value was assigned to the interests when issued. A summary of the status of the net membership interests outstanding in Antero Holdings and changes during the year ended December 31, 2011 is summarized as follows:

 
| Balance, January 1, 2011         |   | 7,193,783 |   |
|---------------------------------------|--------|-----------|--------|
| Granted                               |   | 1,027,500 |   |
| Forfeited/canceled                    |   | (264,000  | )      |
| Outstanding at December 31, 2011 |   | 7,957,283 |   |

 

**(10)****             ****Financial Instruments**

 

The carrying values of trade receivables, trade payables, and credit facilities at December 31, 2010 and 2011 approximated market value. The carrying value of the bank credit facility at December 31, 2011 approximated fair value because the variable interest rates are reflective of current market conditions.

 

The fair value of the Company’s senior notes was approximately $977 million, based on Level II market data at December 31, 2011.

 

See note 11 for information regarding the fair value of derivative financial instruments.

 

**(11)****             ****Derivative Instruments**

 

***(a)******                     ******Commodity Derivatives***

 

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

 

For the years ended December 31, 2009, 2010, and 2011, the Company was party to natural gas fixed price swaps. When actual commodity prices exceed the fixed price provided by the swap contracts, the Company pays the excess to the counterparty, and when actual commodity prices are below the contractually provided fixed price the Company receives the difference from the counterparty. The Company’s natural gas swaps have not been designated as hedges for accounting purposes; therefore, all gains and losses were recognized in income currently.

 

(Continued)

 

F-19

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

As of December 31, 2011, the Company has entered into fixed price natural gas and oil swaps in order to hedge a portion of its natural gas and oil production from January 1, 2012 through December 31, 2016 as summarized in the following table. Hedge agreements referenced to the Centerpoint and Transco Zone 4 indices are for production in the Arkoma Basin. Hedge agreements referenced to the CIG index and NYMEX-WTI are for production in the Piceance Basin. Hedge agreements referenced to the CGTAP and the Dominion indices are for production from the Appalachian Basin. 

 
| ** **                          | ** ** | ** **           | ** ** | ** **   | ** ** | **Weighted**           | ** ** |
|-------------------------------------|------------|----------------------|------------|--------------|------------|------------------------|------------|
| ** **                          | ** ** | **Natural Gas** | ** ** | **Oil**      | ** ** | **average index** | ** ** |
| ** **                          | ** ** | **MMbtu/day**        | ** ** | **Bbls/day** | ** ** | **price**              | ** ** |
| Year ending December 31, 2012: |       |                 |       |         |       |                   |       |
| CIG                                 |       | 55,000               |       | —       |       | $                      | 5.51       |   |
| Transco zone 4                      |       | 45,000               |       | —       |       | $                      | 6.60       |   |
| CGTAP                               |       | 125,556              |       | —       |       | $                      | 5.56       |   |
| Dominion                            |       | 53,318               |       | —       |       | $                      | 5.34       |   |
| NYMEX-WTI                           |       | —               |       | 300          |       | $                      | 90.20      |   |
| 2012 Total                          |       | 278,874              |       | 300          |       |                   |       |
| Year ending December 31, 2013: |       |                 |       |         |       |                   |       |
| CIG                                 |       | 60,000               |       | —       |       | $                      | 5.54       |   |
| Transco zone 4                      |       | 40,000               |       | —       |       | $                      | 6.51       |   |
| CGTAP                               |       | 72,631               |       | —       |       | $                      | 5.94       |   |
| Dominion                            |       | 181,702              |       | —       |       | $                      | 4.84       |   |
| NYMEX-WTI                           |       | —               |       | 300          |       | $                      | 90.30      |   |
| 2013 Total                          |       | 354,333              |       | 300          |       |                   |       |
| Year ending December 31, 2014: |       |                 |       |         |       |                   |       |
| CIG                                 |       | 50,000               |       | —       |       | $                      | 5.84       |   |
| Transco zone 4                      |       | 20,000               |       | —       |       | $                      | 6.51       |   |
| Center point                        |       | 10,000               |       | —       |       | $                      | 6.20       |   |
| CGTAP                               |       | 120,000              |       | —       |       | $                      | 5.96       |   |
| Dominion                            |       | 160,000              |       | —       |       | $                      | 5.15       |   |
| 2014 Total                          |       | 360,000              |       | —       |       |                   |       |
| Year ending December 31, 2015: |       |                 |       |         |       |                   |       |
| CIG                                 |       | 60,000               |       | —       |       | $                      | 5.29       |   |
| Transco zone 4                      |       | 20,000               |       | —       |       | $                      | 5.58       |   |
| CGTAP                               |       | 60,000               |       | —       |       | $                      | 5.89       |   |
| Dominion                            |       | 220,000              |       | —       |       | $                      | 5.67       |   |
| 2015 Total                          |       | 360,000              |       | —       |       |                   |       |
| Year ending December 31, 2016: |       |                 |       |         |       |                   |       |
| CIG                                 |       | 20,000               |       | —       |       | $                      | 5.20       |   |
| CGTAP                               |       | 30,000               |       | —       |       | $                      | 5.56       |   |
| Dominion                            |       | 262,500              |       | —       |       | $                      | 5.40       |   |
| 2016 Total                          |       | 312,500              |       | —       |       |                   |       |

 

As of December 31, 2011, derivative positions with JP Morgan, BNP Paribas, Credit Suisse, Wells Fargo, Barclays, Credit Agricole, Dominion Field Services, KeyBank, Deutsche Bank, and Union Bank accounted for approximately 25%, 22%, 21%, 14%, 10%, 4%, 2%, 1%, 1%, and less than 1%, respectively, of the net fair value of our commodity derivative assets position. The Company has no collateral from any counterparties. Commodity derivative positions are primarily with institutions

 

(Continued)

 

F-20

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

that have a position in our Credit Facility and are secured by the collateral pledged on the Credit Facility and cross default provisions between the Credit Facility and the derivative instruments. There are no past due receivables from or payables to any of our counterparties.

 

***(b)******                     ******Interest Rate Derivatives***

 

Historically, the Company has entered into various floating-to-fixed interest rate swap derivative contracts to manage exposures to changes in interest rates from variable rate obligations. Under the swaps, the Company made payments to the swap counterparty when the variable LIBOR three-month rate fell below the fixed rate or received payments from the swap counterparty when the variable LIBOR three-month rate went above the fixed rate. The Company has no outstanding interest rate swap agreements at December 31, 2011.

 

***(c)******                      ******Summary***

 

The following is a summary of the fair values of derivative instruments not designated as hedges for accounting purposes and where such values are recorded in the consolidated balance sheets as of December 31, 2010 and 2011. None of the Company’s derivative instruments are designated as hedges for accounting purposes.

 
| ** **                                                            | ** ** | **2010**         | ** ** | **2011**                | ** ** |
|-----------------------------------------------------------------------|------------|------------------|------------|-------------------------|------------|
| ** **                                                            | ** ** | **Balance**      | ** ** | ** **              | ** ** | **Balance** | ** ** | ** ** | ** ** |
| ** **                                                            | ** ** | **sheet**        | ** ** | ** **              | ** ** | **sheet** | ** ** | ** ** | ** ** |
| ** **                                                            | ** ** | **location**     | ** ** | **Fair value**     | ** ** | **location** | ** ** | **Fair value** | ** ** |
| ** **                                                            | ** ** | ** **       | ** ** | **(In thousands)** | ** ** | ** ** | ** ** | **(In thousands)** | ** ** |
| Asset derivatives not designated as hedges for accounting   purposes: |       |             |       |                    |       |   |   |   |   |
| Commodity contracts                                                   |       | Current assets   |       | $                       | 82,960     |   | Current assets |   | 248,550 |   |
| Commodity contracts                                                   |       | Long-term assets |       | 147,417                 |       | Long-term assets |   | 541,423 |   |
| Total asset derivatives                                               |       |             |       | $                       | 230,377    |   |   |   | 789,973 |   |

 

(Continued)

 

F-21

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 
| ** **                                                                | ** ** | **2010**              | ** ** | **2011**                | ** ** |
|---------------------------------------------------------------------------|------------|-----------------------|------------|-------------------------|------------|
| ** **                                                                | ** ** | **Balance**           | ** ** | ** **              | ** ** | **Balance** | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | **sheet**             | ** ** | ** **              | ** ** | **sheet** | ** ** | ** ** | ** ** |
| ** **                                                                | ** ** | **location**          | ** ** | **Fair value**     | ** ** | **location** | ** ** | **Fair value** | ** ** |
| ** **                                                                | ** ** | ** **            | ** ** | **(In thousands)** | ** ** | ** ** | ** ** | **(In thousands)** | ** ** |
| Liability derivatives not designated as hedges for   accounting purposes: |       |                  |       |                    |       |   |   |   |   |
| Interest rate contracts                                                   |       | Current liabilities   |       | $                       | 4,212      |   | Current liabilities |   | — |   |
| Interest rate contracts                                                   |       | Long-term liabilities |       | —                  |       | Long-term liabilities |   | — |   |
| Total liability derivatives                                               |       |                  |       | $                       | 4,212      |   |   |   | — |   |

 

The following is a summary of realized and unrealized gains (losses) on derivative instruments and where such values are recorded in the consolidated statements of operations for the years ended December 31, 2009, 2010, and 2011 (in thousands):

 
| ** **                                       | ** ** | **Statement of** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|--------------------------------------------------|------------|-----------------------|------------|------------|------------|------------|------------|------------|------------|
| ** **                                       | ** ** | **operations**        | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                       | ** ** | **location**          | ** ** | **2009**   | ** ** | **2010**   | ** ** | **2011**   | ** ** |
| Realized gains on commodity contracts            |       | Revenue               |       | $          | 116,550    |       | 73,713     |       | 116,598    |   |
| Unrealized gains (losses) on commodity contracts |       | Revenue               |       | (61,186    | )          | 170,571    |       | 559,596    |       |
| Total gains on commodity contracts               |       |                  |       | 55,364     |       | 244,284    |       | 676,194    |       |
| Realized losses on interest rate contracts       |       | Other expense         |       | (11,148    | )          | (9,552     | )          | (4,306     | )          |
| Unrealized gains on interest rate contracts      |       | Other income          |       | 6,163      |       | 6,875      |       | 4,212      |       |
| Total losses on interest rate contracts          |       |                  |       | (4,985     | )          | (2,677     | )          | (94        | )          |
| Net gains on derivative contracts                |       |                  |       | $          | 50,379     |       | 241,607    |       | 676,100    |   |

 

The fair value of commodity and interest rate derivative instruments was determined using Level 2 inputs.

 

(Continued)

 

F-22

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

**(12)****             ****Income Taxes**

 

Antero Resources LLC and each of its operating subsidiaries file separate federal and state income tax returns. Antero Resources LLC is a partnership for income tax purposes and therefore is not subject to federal or state income taxes. The subsidiaries of Antero Resources LLC are corporations subject to federal and state income taxes. The subsidiaries have not been in an income tax paying situation for the years ended December 31, 2009, 2010, or 2011.

 

The income tax expense (benefit) differs from the amount that would be computed by applying the U.S. statutory federal income tax rate of 35% to consolidated income for the years ended December 31, 2009, 2010, and 2011, as a result of the following (in thousands):

 
| ** **                                                                           | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** |
|--------------------------------------------------------------------------------------|------------|----------|------------|----------|------------|----------|------------|
| Federal income tax (benefit)                                                         |       | $        | (38,198    | )        | 91,070     |     | 218,096    |   |
| State income tax expense (benefit), net of federal   benefit                         |       | (4,035   | )          | 5,557    |       | 29,152   |       |
| Change in valuation allowance                                                        |       | 40,504   |       | (14,410  | )          | (18,708  | )          |
| Gain on sale of midstream assets passed through to   members of Antero Resources LLC |       | —   |       | (51,645  | )          | —   |       |
| Other                                                                                |       | (876     | )          | (563     | )          | 1,912    |       |
| Total income tax expense (benefit)                                                   |       | $        | (2,605     | )        | 30,009     |     | 230,452    |   |

 

Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The tax effect of the temporary differences giving rise to net deferred tax assets and liabilities at December 31, 2010 and 2011 is as follows (in thousands):

 
| ** **                                   | ** ** | **2010** | ** ** | **2011** | ** ** |
|----------------------------------------------|------------|----------|------------|----------|------------|
| Deferred tax assets:                         |       |     |       |     |       |
| Net operating loss carryforwards             |       | $        | 191,369    |     | 364,017    |   |
| Capital loss carryforwards                   |       | 3,558    |       | 5,292    |       |
| Other                                        |       | 3,198    |       | 10,490   |       |
| Total deferred tax assets                    |       | 198,125  |       | 379,799  |       |
| Valuation allowance                          |       | (32,542  | )          | (13,833  | )          |
| Net deferred tax assets                      |       | 165,583  |       | 365,966  |       |
| Deferred tax liabilities:                    |       |     |       |     |       |
| Unrealized gains on derivative instruments   |       | 88,057   |       | 311,434  |       |
| Depreciation differences on gathering system |       | 3,795    |       | 5,100    |       |
| Oil and gas properties                       |       | 163,914  |       | 370,067  |       |
| Total deferred tax liabilities               |       | 255,766  |       | 686,601  |       |
| Net deferred tax liabilities                 |       | $        | (90,183    | )        | (320,635   | ) |

 

(Continued)

 

F-23

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

In assessing the realizability of deferred tax assets, management considers whether some portion or all of the deferred tax assets will be realized based on a more likely than not standard of judgment. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Due to the lack of historical profitable operations and based upon the projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes that the Company will not realize the benefits of all of these deductible differences and has recorded a valuation allowance of approximately $13.8 million at December 31, 2011. The amount of the deferred tax asset considered realizable could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

 

The subsidiaries of Antero Resources LLC have net operating loss carryforwards as of December 31, 2011 as follows (in millions):

 
| ** **                      | ** ** | **Antero** | ** ** | **Antero**   | ** ** | **Antero**   | ** ** | **Antero**      | ** ** | **Combined** | ** ** |
|---------------------------------|------------|------------|------------|--------------|------------|--------------|------------|-----------------|------------|--------------|------------|
| ** **                      | ** ** | **Arkoma** | ** ** | **Piceance** | ** ** | **Pipeline** | ** ** | **Appalachian** | ** ** | **total**    | ** ** |
|                            |       |       |       |         |       |         |       |            |       |         |       |
| Net operating loss carryforward |       | $          | 340        |         | $          | 303          |       | $               | 14         |         | $          | 280 |   | $ | 937 |   |
|                                 |            |            |            |              |            |              |            |                 |            |              |            |  |  |  |  |  |

 

The net operating loss carryforwards expire at various dates from 2024 through 2031. The tax years 2008 through 2011 remain open to examination by the U.S. Internal Revenue Service. The Company and subsidiaries file tax returns with various state taxing authorities; these returns remain open to examination for tax years 2007 through 2011.

 

**(13)****             ****Commitments**

 

The following is a schedule of future minimum payments for firm transportation agreements, drilling and compression facility obligations, and leases that have remaining lease terms in excess of one year as of December 31, 2011 (in millions).

 
| ** **                    | ** ** | ** **         | ** ** | **Gas processing,** | ** ** | **Drilling rigs** | ** ** | ** **          | ** ** | ** ** | ** ** |
|-------------------------------|------------|--------------------|------------|--------------------------|------------|------------------------|------------|---------------------|------------|------------|------------|
| ** **                    | ** ** | ** **         | ** ** | **gathering**            | ** ** | ** **             | ** ** | ** **          | ** ** | ** ** | ** ** |
| ** **                    | ** ** | **Firm**           | ** ** | **and**                  | ** ** | **and frac**           | ** ** | **Office and** | ** ** | ** ** | ** ** |
| ** **                    | ** ** | **transportation** | ** ** | **compression**          | ** ** | **services**           | ** ** | **equipment**       | ** ** | ** ** | ** ** |
| ** **                    | ** ** | **(a)**            | ** ** | **(b)**                  | ** ** | **(c)**                | ** ** | **(d)**             | ** ** | **Total**  | ** ** |
|                          |       |               |       |                     |       |                   |       |                |       |       |       |
| Year ending December 31: |       |               |       |                     |       |                   |       |                |       |       |       |
| 2012                          |       | $                  | 46.3       |                     |       | 22.1                   |       |                | 98.8       |       |       | 1.1 |   | $ | 168.3 |   |
| 2013                          |       | 49.5               |       | 28.8                     |       | 89.4                   |       | 0.9                 |       | 168.6      |       |
| 2014                          |       | 91.2               |       | 29.0                     |       | 48.1                   |       | 0.8                 |       | 169.1      |       |
| 2015                          |       | 88.0               |       | 31.0                     |       | 12.9                   |       | 0.8                 |       | 132.7      |       |
| 2016                          |       | 85.9               |       | 30.7                     |       | —                 |       | 0.4                 |       | 117.0      |       |
| Thereafter                    |       | 700.7              |       | 136.3                    |       | —                 |       | —              |       | 837.0      |       |
|                          |       |               |       |                     |       |                   |       |                |       |       |       |
| Total                         |       | $                  | 1,061.6    |                     |       | 277.9                  |       |                | 249.2      |       |       | 4.0 |   | $ | 1,592.7 |   |

 

***(a)******                     ******Firm Transportation***

 

The Company has entered into firm transportation agreements with various pipelines in the Marcellus, Piceance, and Arkoma Basins in order to facilitate the delivery of production to market. These contracts commit the Company to transport minimum daily natural gas volumes or ethane at a

 

(Continued)

 

F-24

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

negotiated rate, or pay for any deficiencies at a specified reservation fee rate. The amounts in this table represent our minimum daily volumes at the reservation fee rate.

 

***(b)******                     ******Gas Processing and Compression Service Commitments***

 

The Company has entered into a long-term gas processing agreement for Piceance Basin production that allowed us to realize the value of our NGLs effective January 1, 2011. The agreement expires December 1, 2025 and provides for the processing of quantities from 60 MMcf/d until October 1, 2011 increasing to a maximum of 120 MMcf/d in 2013. For processed gas, we will realize the sales price of NGLs less gathering and processing fees and other expenses. The minimum payment obligations under the agreement are presented in the table.

 

In March 2011, the Company entered into a long-term gas processing agreement for certain of its Marcellus Basin production that will allow us to realize the value of our NGLs beginning approximately September 2012 when the third-party gas processing plant is completed. The agreement is for a 15-year term beginning with the in-service date of the plant and provides for a commitment of 60 MMcfe/d for the first year, 90 MMcfe/d for the second year, and 120 MMcfe/d for the next 12 years. The minimum payment obligations under the agreement are presented in the table.

 

The Company has various compressor service agreements with third parties in the Appalachian and Piceance Basins. The agreements provide for payments based on volumes compressed and have minimum payment obligations which are presented in the table.

 

***(c)******                      ******Drilling Rig Service Commitments***

 

The Company has obligations under agreements with service providers to procure drilling rigs and compression and frac services. At December 31, 2011, the Company had contracts for the services of 12 rigs. The contracts expire at various dates from January 2012 through July 2015.

 

***(d)******                     ******Office and Equipment Leases***

 

The Company leases various office space and equipment under operating lease arrangements. Rental expense included in general and administrative expenses under operating leases was $886,000, $819,000, and $1,017,000 for the years ended December 31, 2009, 2010, and 2011, respectively.

 

**(14)****             ****Contingencies**

 

In March 2011, the Company received orders for compliance from the U.S. Environmental Protection Agency relating to certain of our activities in West Virginia. The orders allege that certain of our operations at several well sites are in noncompliance with certain environmental regulations pertaining to unpermitted discharges of fill material into wetlands or waters that are potentially in violation of the Clean Water Act. We have responded to all pending orders and are actively cooperating with the relevant agencies. No fine or penalty relating to these matters has been proposed at this time, but we believe that these actions will result in monetary sanctions exceeding $100,000. We are unable to estimate the total amount of such monetary sanctions or costs to remediate these locations in order to bring them into compliance with applicable environmental laws and regulations.

 

The Company has been named in separate lawsuits in Colorado and Pennsylvania in which the plaintiffs have alleged that our oil and natural gas activities exposed them to hazardous substances and damaged their properties and their persons. The plaintiffs have requested unspecified damages and other injunctive

 

(Continued)

 

F-25

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

or equitable relief. The Company denies any such allegations and intends to vigorously defend itself against these actions. We are unable to estimate the amount of monetary or other damages, if any, that might result from these claims.

 

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

 

**(15)****             ****Subsequent Event**

 

On February 27, 2012, we announced the execution of an agreement to sell our existing Marcellus Shale gathering system assets for $375 million to a joint venture owned by Crestwood Midstream Partners LP and Crestwood Holdings Partners LLC (together “Crestwood”).  We also entered into a 20-year agreement whereby Crestwood will provide gas gathering and compression services to us within an area of 127,000 gross (104,000 net) acres dedicated to the agreement.  The acreage is largely located within the southwestern core of the Marcellus Shale in Harrison and Doddridge Counties, West Virginia.  We can earn additional purchase price payments of up to $40 million based upon average annual production levels achieved during 2012 and 2013.  The transaction will have a January 1, 2012 effective date and is expected to close in March 2012, subject to regulatory approvals and customary closing conditions.  We will use the proceeds from the sale for further development of our Appalachian drilling inventory as well as for future leasehold acquisitions.

 

**(16)****             ****Supplemental Information on Oil and Gas Producing Activities (Unaudited)**

 

The following is supplemental information regarding our consolidated oil and gas producing activities. The amounts shown include our net working and royalty interests in all of our oil and gas properties.

 

***(a)******                     ******Capitalized Costs Relating to Oil and Gas Producing Activities***

 
| ** **                             | ** ** | **Year ended December 31** | ** ** |
|----------------------------------------|------------|-------------------------------------------|------------|
| ** **                             | ** ** | **2010**                                  | ** ** | **2011** | ** ** |
|                                   |       | **(In   thousands)**                      |       |
|                                   |       |                                      |       |   |   |
| Producing properties                   |       | $                                         | 1,762,206  |   | 2,497,306 |   |
| Unproved properties                    |       | 737,358                                   |       | 834,255 |   |
|                                   |       | 2,499,564                                 |       | 3,331,561 |   |
| Accumulated depreciation and depletion |       | (422,433                                  | )          | (586,444 | ) |
| Net capitalized costs                  |       | $                                         | 2,077,131  |   | 2,745,117 |   |

 

(Continued)

 

F-26

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

***(b)           Costs Incurred in Certain Oil and Gas Activities***

 
| ** **                          | ** ** | **Year ended December 31** | ** ** |
|-------------------------------------|------------|-------------------------------------------|------------|
| ** **                          | ** ** | **2009**                                  | ** ** | **2010** | ** ** | **2011** | ** ** |
| Proved property acquisition costs   |       | $                                         | 1,029      |   | 50,657 |   | 105,405 |   |
| Unproved property acquisition costs |       | 16,118                                    |       | 247,733 |   | 195,131 |   |
| Development costs and other         |       | 258,520                                   |       | 299,926 |   | 527,710 |   |
| Asset retirement obligation         |       | 188                                       |       | 332 |   | 906 |   |
| Total costs incurred                |       | $                                         | 275,855    |   | 598,648 |   | 829,152 |   |

 

Costs incurred include costs allocated to proved and unproved properties of $50.7 million and $206.3 million, respectively, as a result of the business acquisition on December 1, 2010. See note 3.

 

***(c)******                      ******Results of Operations for Oil and Gas Producing Activities***

 
| ** **                                                  | ** ** | **Year ended December 31** | ** ** |
|-------------------------------------------------------------|------------|-------------------------------------------|------------|
| ** **                                                  | ** ** | **2009**                                  | ** ** | **2010** | ** ** | **2011** | ** ** |
| Revenues                                                    |       | $                                         | 129,621    |   | 206,462 |   | 391,994 |   |
| Operating expenses:                                         |       |                                      |       |   |   |   |   |
| Production expenses                                         |       | 41,582                                    |       | 73,852 |   | 136,635 |   |
| Exploration expenses                                        |       | 10,228                                    |       | 24,794 |   | 9,876 |   |
| Depreciation and depletion expense                          |       | 130,128                                   |       | 124,341 |   | 164,011 |   |
| Impairment                                                  |       | 54,204                                    |       | 35,859 |   | 11,051 |   |
| Results of operations before income tax expense   (benefit) |       | (106,521                                  | )          | (52,384 | ) | 70,421 |   |
| Income tax (expense) benefit                                |       | 2,605                                     |       | 6,041 |   | (26,056 | ) |
| Results of operations                                       |       | $                                         | (103,916   | ) | (46,343 | ) | 44,365 |   |

 

***(d)******                     ******Oil and Gas Reserves***

 

The following table sets forth the net quantities of proved reserves and proved developed reserves during the periods indicated. This information includes the oil and gas segment’s royalty and net working interest share of the reserves in oil and gas properties. Net proved oil and gas reserves for the year ended December 31, 2011 were prepared by the Company’s reserve engineers and audited by DeGolyer and MacNaughton and Ryder Scott utilizing data compiled by us. All reserves are located in the United States. There are many uncertainties inherent in estimating proved reserve quantities, and projecting future production rates and timing of future development costs. In addition, reserve estimates of new discoveries are more imprecise than those of properties with a production

 

(Continued)

 

F-27

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

history. Accordingly, these estimates are subject to change as additional information becomes available.

 

Proved reserves are the estimated quantities of crude oil, condensate, and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions at the end of the respective years. Proved developed reserves are those reserves expected to be recovered through existing wells with existing equipment and operating methods.

 

We adopted the SEC’s amendments to the rules for oil and gas reserve reporting for the year ended December 31, 2009. These amendments increased disclosure requirements regarding reserves, changed the definition of proved reserves, and changed pricing assumptions.

 

In accordance with these new rules, as of December 31, 2009, the Company changed its definition of proved undeveloped reserves to include drilling locations that are more than one offset location away from productive wells and are reasonably certain of containing proved reserves and which are scheduled to be drilled within five years under the Company’s development plans. Additionally, the Company estimated proved reserves using 12 month average pricing, beginning as of December 31, 2009, as required by the rules. The Company’s development plans related to scheduled drilling over the next five years are subject to many uncertainties and variables, including availability of capital; future oil and gas prices; and cash flows from operations, future drilling costs, demand for natural gas, and other economic factors.

 
| ** **                                  | ** ** | **Natural** | ** ** | ** **  | ** ** | **Oil and** | ** ** | **Total**       | ** ** |
|---------------------------------------------|------------|-------------|------------|-------------|------------|------------------|------------|-----------------|------------|
| ** **                                  | ** ** | **gas**     | ** ** | **NGLS**    | ** ** | **condensate**   | ** ** | **equivalents** | ** ** |
| ** **                                  | ** ** | **(Bcf)**   | ** ** | **(MMBbl)** | ** ** | **(MMBbl)**      | ** ** | **(Bcfe)**      | ** ** |
| ** **                                  | ** ** | ** **  | ** ** | ** **  | ** ** | ** **       | ** ** | ** **      | ** ** |
| Proved developed and undeveloped reserves:  |       |        |       |        |       |             |       |            |       |
| December 31, 2008                      |       | 672         |       | —      |       | 1                |       | 680             |       |
| Revisions                                   |       | (134        | )          | —      |       | —           | (a)        | (131            | )          |
| Extensions, discoveries and other additions |       | 627         |       | —      |       | —           | (a)        | 628             |       |
| Production                                  |       | (35         | )          | —      |       | —           | (a)        | (36             | )          |
| December 31, 2009                      |       | 1,130       |       | —      |       | 1                |       | 1,141           |       |
|                                        |       |        |       |        |       |             |       |            |       |
| Revisions                                   |       | 38          |       | 35          |       | 1                |       | 253             |       |
| Extensions, discoveries and other additions |       | 1,248       |       | 69          |       | 8                |       | 1,712           |       |
| Production                                  |       | (45         | )          | —      |       | —           | (a)        | (47             | )          |
| Purchase of reserves                        |       | 172         |       | —      |       | —           |       | 172             |       |
| Sale of reserves in place                   |       | 0           |       | —      |       | —           |       | 0               |       |
| December 31, 2010                      |       | 2,543       |       | 104         |       | 10               |       | 3,231           |       |
|                                        |       |        |       |        |       |             |       |            |       |
| Revisions                                   |       | (223        | )          | (28         | )          | 7                |       | (352            | )          |
| Extensions, discoveries and other additions |       | 1,644       |       | 87          |       | —           | (a)        | 2,162           |       |
| Production                                  |       | (84         | )          | (1          | )          | —           | (a)        | (89             | )          |
| Purchase of reserves                        |       | 52          |       | 2           |       | —           |       | 66              |       |
| Sale of reserves in place                   |       | (1          | )          | —      |       | —           |       | (1              | )          |
| December 31, 2011                      |       | 3,931       |       | 164         |       | 17               |       | 5,017           |       |

 

(Continued)

 

F-28

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 
| ** **                   | ** ** | **Natural** | ** ** | ** **  | ** ** | **Oil and** | ** ** | ** **      | ** ** |
|------------------------------|------------|-------------|------------|-------------|------------|------------------|------------|-----------------|------------|
| ** **                   | ** ** | **gas**     | ** ** | **NGLS**    | ** ** | **condensate**   | ** ** | **Equivalents** | ** ** |
| ** **                   | ** ** | **(Bcf)**   | ** ** | **(MMBbl)** | ** ** | **(MMBbl)**      | ** ** | **(Bcfe)**      | ** ** |
| ** **                   | ** ** | ** **  | ** ** | ** **  | ** ** | ** **       | ** ** | ** **      | ** ** |
| Proved developed reserves:   |       |        |       |        |       |             |       |            |       |
| December 31, 2009       |       | 272         |       | 0           |       | 1                |       | 276             |       |
| December 31, 2010       |       | 400         |       | 9           |       | 1                |       | 457             |       |
| December 31, 2011       |       | 718         |       | 19          |       | 2                |       | 844             |       |
|                         |       |        |       |        |       |             |       |            |       |
| Proved undeveloped reserves: |       |        |       |        |       |             |       |            |       |
| December 31, 2009       |       | 859         |       | 0           |       | 1                |       | 865             |       |
| December 31, 2010       |       | 2,143       |       | 95          |       | 10               |       | 2,774           |       |
| December 31, 2011       |       | 3,213       |       | 145         |       | 15               |       | 4,173           |       |

 

----

(a)          Less than 1.0

 

Significant items included in the categories of proved developed and undeveloped reserve changes for the years 2008, 2009, and 2010 in the above table include the following:

 

·                              *Extensions and Discoveries —*The additions to the Company’s proved reserves through new discoveries and extensions result from (i) extensions of the proved acreage of previously discovered reservoirs through additional drilling of development wells and (ii) discovery of new fields with proved reserves through drilling of exploratory wells.

 

·                              2009 — Of the 628 Bcfe of 2009 extensions and discoveries, 280 Bcfe related to the Arkoma Basin in Oklahoma, 200 Bcfe related to the Piceance Basin in Colorado, 117 Bcfe related to the Appalachia Basin in Pennsylvania and West Virginia, and 31 Bcfe related to our other areas. The increase in extensions and discoveries is the result of entering into the Marcellus Shale play in the Appalachia Basin and the changes in rules for estimating proved reserves.

 

·                              2010 — Of the 1,712 Bcfe of extensions and discoveries in 2010, 249 Bcfe related to the Arkoma Basin in Oklahoma, 1,130 Bcfe related to the Piceance Basin in Colorado, 301 Bcfe related to the Appalachian Basin in Pennsylvania and West Virginia, and 32 Bcfe related to other areas. The increase in extensions and discoveries is the result of increased activity in the Appalachian Basin and the future realization of the value of our NGLs in the Piceance Basin because of a processing agreement that became effective on January 1, 2011.

 

·                              2011 — Of the 2,162 Bcfe of extensions and discoveries in 2011, 93 Bcfe related to the Arkoma Basin in Oklahoma, 61 Bcfe related to the Piceance Basin in Colorado, 1,995 Bcfe related to the Appalachian Basin in Pennsylvania and West Virginia, and 12 Bcfe related to other areas. Extensions and discoveries are primarily the result of increased development activity in the Appalachian Basin and the future realization of the value of our Appalachian NGLs as a result of the execution of a long-term processing agreement expected to occur in the third quarter of 2012 when the processing plant is completed.

 

The following table sets forth the standardized measure of the discounted future net cash flows attributable to our proved reserves. Future cash inflows were computed by applying historical 12-month unweighted first day of the month average prices. Future prices actually received may materially differ from current prices or the prices used in the standardized measure.

 

(Continued)

 

F-29

----

 

ANTERO RESOURCES LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2009, 2010, and 2011

 

Future production and development costs represent the estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, assuming continuation of existing economic conditions. Future income tax expenses were computed by applying statutory income tax rates to the difference between pretax net cash flows relating to our proved reserves and the tax basis of proved oil and gas properties. In addition, the effects of statutory depletion in excess of tax basis, available net operating loss carryforwards, and alternative minimum tax credits were used in computing future income tax expense. The resulting annual net cash inflows were then discounted using a 10% annual rate.

 
| ** **                                                 | ** ** | **Year ended December 31** | ** ** |
|------------------------------------------------------------|------------|-------------------------------------------|------------|
| ** **                                                 | ** ** | **2009**                                  | ** ** | **2010** | ** ** | **2011** | ** ** |
| ** **                                                 | ** ** | ** **                                | ** ** | **(In millions)** | ** ** | ** ** | ** ** |
| ** **                                                 | ** ** | ** **                                | ** ** | ** ** | ** ** | ** ** | ** ** |
| Future cash inflows                                        |       | $                                         | 3,571      |   | 13,114 |   | 20,046 |   |
| Future production costs                                    |       | (820                                      | )          | (3,088 | ) | (3,491 | ) |
| Future development costs                                   |       | (1,389                                    | )          | (4,036 | ) | (5,085 | ) |
| Future net cash flows before income tax                    |       | 1,362                                     |       | 5,990 |   | 11,470 |   |
|                                                       |       |                                      |       |   |   |   |   |
| Future income tax expense                                  |       | (60                                       | )          | (1,438 | ) | (3,287 | ) |
| Future net cash flows                                      |       | 1,302                                     |       | 4,552 |   | 8,183 |   |
|                                                       |       |                                      |       |   |   |   |   |
| 10% annual discount for estimated timing of cash   flows   |       | (1,067                                    | )          | (3,455 | ) | (5,713 | ) |
| Standardized measure of discounted future net cash   flows |       | $                                         | 235        |   | 1,097 |   | 2,470 |   |

 

The 12-month weighted average prices used to estimate the Company’s total equivalent reserves were as follows: 

 
| ** **             | ** ** | **Arkoma** | ** ** | **Piceance**        | ** ** | **Appalachia** | ** ** |
|------------------------|------------|------------|------------|---------------------|------------|----------------|------------|
| ** **             | ** ** | ** ** | ** ** | **(Per Mcfe)** | ** ** | ** **     | ** ** |
| ** **             | ** ** | ** ** | ** ** | ** **          | ** ** | ** **     | ** ** |
| December 31, 2009 |       | $          | 3.25       |                | $          | 3.07           |       | $ | 4.15 |   |
| December 31, 2010 |       | $          | 4.18       |                | $          | 3.93           |       | $ | 4.51 |   |
| December 31, 2011 |       | $          | 3.90       |                | $          | 3.84           |       | $ | 4.16 |   |

 

***(e)******                      ******Changes in Standardized Measure of Discounted Future Net Cash Flow***

 
| ** **                                     | ** ** | **Year ended December 31** | ** ** |
|------------------------------------------------|------------|-------------------------------------------|------------|
| ** **                                     | ** ** | **2009**                                  | ** ** | **2010** | ** ** | **2011** | ** ** |
| ** **                                     | ** ** | ** **                                | ** ** | **(In millions)** | ** ** | ** ** | ** ** |
| ** **                                     | ** ** | ** **                                | ** ** | ** ** | ** ** | ** ** | ** ** |
| Sales of oil and gas, net of productions costs |       | $                                         | (79        | ) | (126 | ) | (255 | ) |
| Net changes in prices and production costs     |       | (257                                      | )          | 382 |   | 215 |   |
| Development costs incurred during the period   |       | 7                                         |       | 81 |   | 247 |   |
| Net changes in future development costs        |       | (239                                      | )          | (61 | ) | (106 | ) |
| Extensions, discoveries and other additions    |       | 223                                       |       | 695 |   | 1,684 |   |
| Acquisitions                                   |       | —                                    |       | 92 |   | 51 |   |
| Revisions of previous quantity estimates       |       | (42                                       | )          | 113 |   | (182 | ) |
| Accretion of discount                          |       | 62                                        |       | 29 |   | 147 |   |
| Net change in income taxes                     |       | (50                                       | )          | (359 | ) | (605 | ) |
| Other changes                                  |       | (79                                       | )          | 16 |   | 177 |   |
| Net increase (decrease)                        |       | (454                                      | )          | 862 |   | 1,373 |   |
| Beginning of year                              |       | 689                                       |       | 235 |   | 1,097 |   |
| End of year                                    |       | $                                         | 235        |   | 1,097 |   | 2,470 |   |

 

F-30

----

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
| ** ** | **ANTERO RESOURCES LLC** |
|------------|--------------------------|
|       |                     |   |
|       |                     |   |
|       | By:                      | /s/ Glen C. Warren, Jr. |
|       |                     | Glen C. Warren, Jr. |
| * *   | * *                 | *President, Chief Financial Officer and Secretary* |
|       |                     |
|       | Date:                    | April 11, 2012 |
|            |                          |  |  |

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

 
| /s/ Paul M. Rady               |   | Chairman of the Board, Director and   Chief Executive          |   | April 11, 2012 |
|--------------------------------|--------|----------------------------------------------------------------|--------|---------------------|
| Paul M. Rady                   |   | Officer (principal executive officer)                          |   |                |
|                           |   |                                                           |   |                |
| /s/ Glen C. Warren, Jr.   |   | Director, President, Chief Financial   Officer and Secretary   |   | April 11, 2012 |
| Glen C. Warren, Jr.       |   | (principal financial officer)                                  |   |                |
|                           |   |                                                           |   |                |
| /s/ Alvyn A. Schopp            |   | Vice President—Accounting &   Administration and |   | April 11, 2012 |
| Alvyn A. Schopp                |   | Treasurer (principal accounting   officer)                     |   |                |
|                           |   |                                                           |   |                |
| /s/ Peter R. Kagan             |   | Director                                                       |   | April 11, 2012 |
| Peter R. Kagan                 |   |                                                           |   |                |
|                           |   |                                                           |   |                |
| /s/ W. Howard Keenan, Jr. |   | Director                                                       |   | April 11, 2012 |
| W. Howard Keenan, Jr.     |   |                                                           |   |                |
|                           |   |                                                           |   |                |
| /s/ Christopher R. Manning     |   | Director                                                       |   | April 11, 2012 |
| Christopher R. Manning         |   |                                                           |   |                |

 

----