Antero Midstream Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) under the Exchange Act we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act) as of the end of the period covered by this annual report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2022 at a reasonable assurance level. 56 ​ Table of Contents Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us as defined in Rules 13a-15(f) and 15d- 15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Under the supervision of, and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework in 2013, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022. The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears on page F-2 in this Annual Report on Form 10-K. Item 9B. Other Information Amended and Restated Bylaws ​ On February 14, 2023, the Board approved an amendment and restatement of the Company’s bylaws (as amended and restated, the “A&R Bylaws”), effective as of such date. Among other matters, the A&R Bylaws: ​ ● revise procedures and disclosure requirements for the nomination of directors to address new Rule 14a-19 of the Exchange Act; and ​ ● make other minor administrative, modernizing, clarifying and conforming changes, including adding certain clarifying language to better conform the A&R Bylaws to the DGCL. ​ The foregoing summary of the amendments to the Company’s bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R Bylaws, a copy of which is filed as Exhibit 3.3 to this Annual Report on Form 10-K and is incorporated herein by reference. ​ ​ 57 ​ Table of Contents Item 9C. disclosure regarding foreign jurisdictions that prevent inspections Not applicable. ​ PART III Item 10. Director s, Executive Officers, and Corporate Governance Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2023 Annual Meeting of Stockholders. Code of Ethics We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of our Corporate Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar functions by posting such information in the “Governance” subsection of our website at www.anteromidstream.com . ​ Item 11. Executive Compensation Pursuant to General Instruction G(3) to Form 10- K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2023 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related STOCKHOLDER Matters Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2023 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions and Director Independence Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2023 Annual Meeting of Stockholders. Item 14. Principal Accountant Fees and Services Our independent registered accounting firm is KPMG LLP , Denver, CO , Auditor Firm ID: 185 . Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2023 Annual Meeting of Stockholders. ​ ​ 58 ​ Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules (a)(1) and (a)(2) Financial Statements and Financial Statement Schedules The consolidated financial statements are listed on the Index to Financial Statements to this Annual Report on Form 10-K beginning on page F-1. (a)(3) Exhibits. Exhibit Number Description of Exhibit 2.1 Simplification Agreement, dated as of October 9, 2018, by and among AMGP GP LLC, Antero Midstream GP LP, Antero IDR Holdings LLC, Arkrose Midstream Preferred Co LLC, Arkrose Midstream NewCo Inc., Arkrose Midstream Merger Sub LLC, Antero Midstream Partners GP LLC and Antero Midstream Partners LP (incorporated by reference to Exhibit 2.1 to Antero Midstream GP LP’s Current Report on Form 8-K (Commission File No. 001-38075) filed on October 10, 2018). 3.1 Certificate of Conversion of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019). 3.2 Certificate of Incorporation of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019). 3.3* Amended and Restated Bylaws of Antero Midstream Corporation, dated February 14, 2023. 3.4 Certificate of Designations of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019). 4.1 Indenture, dated as of February 25, 2019, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on February 25, 2019). 4.2 Form of 5.75% Senior Note due 2027 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on February 25, 2019). 4.3 First Supplemental Indenture, dated as of April 15, 2019, among Antero Midstream Partners LP, Antero Midstream Finance Corporation, Antero Midstream Corporation, each of the other parties identified therein and Wells Fargo Bank, National Association, a national banking association, to the indenture governing the 2027 Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on April 16, 2019). 4.4 Indenture, dated as of June 28, 2019, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on June 28, 2019). 4.5 Form of 5.75% Senior Note due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on June 28, 2019). 4.6 Registration Rights Agreement, dated March 12, 2019, by and among the Company, Antero Resources Corporation, Arkrose Subsidiary Holdings LLC, Glen C. Warren, Jr., Canton Investment Holdings LLC, Paul M. Rady, Mockingbird Investments, LLC and the other holders named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019). 4.7 Indenture, dated as of November 10, 2020, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee 59 ​ Table of Contents (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on November 10, 2020) 4.8 Form of 7.875% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on November 10, 2020). 4.9 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 12, 2020). 4.10 Indenture, dated June 8, 2021, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on June 8, 2021). 4.11 Form of 5.375% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on June 8, 2021). 10.1 Second Amended and Restated Gathering and Compression Agreement, dated as of December 8, 2019, by and between Antero Resources Corporation and Antero Midstream LLC (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 12, 2020). 10.2 Amended and Restated Secondment Agreement, effective as of March 13, 2019, by and between Antero Midstream Corporation, Antero Midstream Partners LP, Antero Midstream Partners GP LLC, Antero Midstream LLC, Antero Water LLC, Antero Treatment LLC and Antero Resources Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 12, 2020). 10.3 Second Amended and Restated Services Agreement, effective as of March 13, 2019, by and among Antero Midstream Partners LP, Antero Midstream Corporation, Antero Midstream Partners GP LLC and Antero Resources Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 12, 2020). 10.4** Amended and Restated Water Services Agreement, dated as of February 12, 2019, by and between Antero Resources Corporation and Antero Water LLC (incorporated by reference to Exhibit 10.4 to Antero Midstream Partners LP’s Annual Report on Form 10-K (Commission File No. 001-36719) filed on February 13, 2019). 10.5 Amended and Restated Contribution Agreement, dated as of November 10, 2014, by and between Antero Resources Corporation and Antero Midstream Partners LP (incorporated by reference to Exhibit 10.1 to Antero Midstream Partners LP’s Current Report on Form 8-K (Commission File No. 001-36719) filed on November 17, 2014). 10.6 Second Amended and Restated Right of First Offer Agreement, dated as of February 13, 2018, by and between Antero Resources Corporation and Antero Midstream LLC (incorporated by reference to Exhibit 10.2 to Antero Midstream Partners LP’s Quarterly Report on Form 10-Q (Commission File No. 001-36719) filed on April 25, 2018). 10.7 License Agreement, dated as of November 10, 2014, by and between Antero Resources Corporation and Antero Midstream Partners LP (incorporated by reference to Exhibit 10.4 to Antero Midstream Partners LP’s Current Report on Form 8-K (Commission File No. 001-36719) filed on November 17, 2014). 10.8 First Amendment and Joinder Agreement, dated as of October 31, 2018 (incorporated by reference to Exhibit 10.1 to Antero Midstream Partners LP’s Current Report on Form 8-K (Commission File No. 001-36719) filed on November 2, 2018). 10.9 Second Amendment, dated as of February 26, 2019, by and among the Lenders party thereto, Antero Midstream Partners LP, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 12, 2020). 10.10 Joinder Agreement, dated as of November 19, 2019, by and among the Lenders party thereto, Antero Midstream Partners LP, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K (Commission File No. 001-38075) filed on February 12, 2020). 10.11 Second Amended and Restated Credit Facility, dated as of October 26, 2021, by and among Antero Midstream Partners LP, as Borrower, the lenders party thereto and Wells Fargo Bank, National Association., as 60 ​ Table of Contents Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on October 27, 2021). 10.12† Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019). 10.13† Antero Midstream Corporation Long Term Incentive Plan, effective as of March 12, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A (Commission File No. 001-38075) filed on March 12, 2019). 10.14† Letter to Phantom Unitholders under the Antero Midstream Partners LP Long-Term Incentive Plan Regarding the Phantom Unit Exchange (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on May 1, 2019). 10.15† Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Antero Midstream Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on July 31, 2019). 10.16† Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Antero Midstream Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on July 31, 2019). 10.17† Form of Phantom Unit Agreement under the Antero Midstream Partners LP Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Antero Midstream Partners LP’s Registration Statement on Form S-8 (Commission File No. 333-200111) filed on November 12, 2014). 10.18† Global Grant Amendment to Grant Notices and Award Agreements Under the Antero Midstream Partners LP Long-Term Incentive Plan, effective as of October 24, 2016 (incorporated by reference to Exhibit 10.1 to Antero Midstream Partners LP’s Quarterly Report on Form 10-Q (Commission File No. 001-36719) filed on October 26, 2016). 10.19† Form of Retention Award Grant Notice and Retention Award Agreement under the Antero Midstream Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on April 29, 2020). 10.20† Form of Retention Award Grant Notice and Retention Award Agreement under the Antero Midstream Corporation Long Term Incentive Plan (Employees) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on October 28, 2020). 10.21† Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Antero Midstream Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-38075) filed on July 27, 2022). 10.22 Stockholders’ Agreement, dated as of October 9, 2018, by and among Antero Midstream GP LP, Arkrose Subsidiary Holdings LLC, Paul M. Rady, Mockingbird Investment, LLC, Glen C. Warren, Jr., Canton Investment Holdings LLC and the other holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on October 10, 2018). 21.1* Subsidiaries of Antero Midstream Corporation. 23.1* Consent of KPMG LLP. 31.1* Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241). 31.2* Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241). 32.1* Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350). 32.2* Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350). 61 ​ Table of Contents 101* The following financial information from this Form 10-K of Antero Midstream Corporation for the year ended December 31, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). The exhibits marked with the asterisk symbol (*) are filed or furnished with this Annual Report on Form 10-K. ** Portions of this exhibit have been omitted pursuant to a request for confidential treatment. † Management contract or compensatory plan or arrangement ​ 62 ​ Table of Contents 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 MIDSTREAM CORPORATION ​ ​ By: /s/ BRENDAN E. KRUEGER ​ Brendan E. Krueger ​ Chief Financial Officer, Vice President – Finance and Treasurer ​ ​ Date: February 15, 2023 ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Signature ​ Title ​ Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Chairman of the Board, Director, ​ ​ ​ ​ ​ ​ /s/ PAUL M. RADY ​ President and Chief Executive Officer ​ February 15, 2023 ​ ​ ​ ​ Paul M. Rady ​ (principal executive officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Chief Financial Officer, ​ ​ ​ ​ ​ ​ /s/ BRENDAN E. KRUEGER ​ Vice President – Finance and Treasurer ​ February 15, 2023 ​ ​ ​ ​ Brendan E. Krueger ​ (principal financial officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Vice President – Accounting and ​ ​ ​ ​ ​ ​ /s/ SHERI L. PEARCE ​ Chief Accounting Officer ​ February 15, 2023 ​ ​ ​ ​ Sheri L. Pearce ​ (principal accounting officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ MICHAEL N. KENNEDY ​ Director and Senior Vice President – Finance ​ February 15, 2023 ​ ​ ​ ​ Michael N. Kennedy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ NANCY E. CHISHOLM ​ Director ​ February 15, 2023 ​ ​ ​ ​ Nancy E. Chisholm ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ PETER A. DEA ​ Director ​ February 15, 2023 ​ ​ ​ ​ Peter A. Dea ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ W. HOWARD KEENAN, JR. ​ Director ​ February 15, 2023 ​ ​ ​ ​ W. Howard Keenan, Jr. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ DAVID H. KEYTE ​ Director ​ February 15, 2023 ​ ​ ​ ​ David H. Keyte ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ BROOKS J. KLIMLEY ​ Director ​ February 15, 2023 ​ ​ ​ ​ Brooks J. Klimley ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ JANINE J. MCARDLE ​ Director ​ February 15, 2023 ​ ​ ​ ​ Janine J. McArdle ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ JOHN C. MOLLENKOPF ​ Director ​ February 15, 2023 ​ ​ ​ ​ John C. Mollenkopf ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 63 ​ Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ Page Audited Consolidated Financial Statements as of December 31, 2021 and 2022 and for the Years Ended December 31, 2020, 2021 and 2022 ​ Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations and Comprehensive Income (Loss) F-5 Consolidated Statements of Stockholders’ Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 ​ ​ ​ ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Antero Midstream Corporation: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Antero Midstream Corporation and subsidiaries (the Company) as of December 31, 2021 and 2022, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. F-2 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Lease classification for ongoing modifications to the gathering and compression assets As discussed in Note 5 to the consolidated financial statements, the Company determined that the gathering and compression agreements with Antero Resources Corporation are operating leases. The Company continues to expand its gathering and compression system to serve its customer and, as a result, the minimum volume commitments and the lease payments increase for the expanded system. The increases in volume commitments and lease payments are modifications of the agreements that require evaluation of the lease classification. We identified the evaluation of lease classification for ongoing modifications to the gathering and compression assets as a critical audit matter. The evaluation of lease classification for these modified leases, including evaluating the economic life as a key estimate, required significant judgment. The primary procedures we performed to address this critical audit matter included the following. We evaluated the design and tested the operating effectiveness of the internal control over the Company’s process for identifying lease modifications and evaluating lease classification for those modifications, including the review and approval of the Company’s lease modifications and the Company’s evaluation of the lease classification. We evaluated the Company’s accounting memoranda and documentation underlying the accounting conclusions reached, including application of relevant accounting guidance in regard to the modification accounting and subsequent lease classification. We evaluated the economic life used in the determination of lease classification by comparing it to relevant industry publications. We evaluated fixed assets that are placed in service for new minimum volume commitments which would require reassessment of the lease. ​ /s/ KPMG LLP We have served as the Company’s auditor since 2016. Denver, Colorado February 15, 2023 ​ ​ F-3 Table of Contents ANTERO MIDSTREAM CORPORATION Consolidated Balance Sheets (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2022 Assets Current assets: ​ ​ ​ ​ ​ ​ ​ Accounts receivable–Antero Resources ​ $ 81,197 ​ ​ 86,152 ​ Accounts receivable–third party ​ ​ 747 ​ ​ 575 ​ Income tax receivable ​ ​ 940 ​ ​ 940 ​ Other current assets ​ ​ 920 ​ ​ 1,326 ​ Total current assets ​ ​ 83,804 ​ ​ 88,993 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ ​ 3,394,746 ​ ​ 3,751,431 ​ Investments in unconsolidated affiliates ​ ​ 696,009 ​ ​ 652,767 ​ Customer relationships ​ ​ 1,356,775 ​ ​ 1,286,103 ​ Other assets, net ​ ​ 12,667 ​ ​ 12,026 ​ Total assets ​ $ 5,544,001 ​ ​ 5,791,320 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable–Antero Resources ​ $ 4,956 ​ ​ 5,436 ​ Accounts payable–third party ​ ​ 23,592 ​ ​ 22,865 ​ Accrued liabilities ​ ​ 80,838 ​ ​ 72,715 ​ Other current liabilities ​ ​ 4,623 ​ ​ 1,061 ​ Total current liabilities ​ ​ 114,009 ​ ​ 102,077 ​ Long-term liabilities: ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ ​ 3,122,910 ​ ​ 3,361,282 ​ Deferred income tax liability ​ ​ 13,721 ​ ​ 131,215 ​ Other ​ ​ 6,663 ​ ​ 4,428 ​ Total liabilities ​ ​ 3,257,303 ​ ​ 3,599,002 ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity: ​ ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value: 100,000 authorized as of December 31, 2021 and 2022 ​ ​ ​ ​ ​ ​ ​ Series A non-voting perpetual preferred stock; 12 designated and 10 issued and outstanding as of December 31, 2021 and 2022 ​ ​ — ​ ​ — ​ Common stock, $ 0.01 par value; 2,000,000 authorized; 477,495 and 478,497 issued and outstanding as of December 31, 2021 and 2022, respectively ​ ​ 4,775 ​ ​ 4,785 ​ Additional paid-in capital ​ ​ 2,414,398 ​ ​ 2,104,740 ​ Retained earnings (accumulated deficit) ​ ​ ( 132,475 ) ​ ​ 82,793 ​ Total stockholders' equity ​ ​ 2,286,698 ​ ​ 2,192,318 ​ Total liabilities and stockholders' equity ​ $ 5,544,001 ​ ​ 5,791,320 ​ ​ See accompanying notes to consolidated financial statements. ​ ​ F-4 Table of Contents ANTERO MIDSTREAM CORPORATION Consolidated Statements of Operations and Comprehensive Income (Loss) (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 2021 2022 ​ Revenue: ​ ​ ​ ​ ​ ​ ​ Gathering and compression–Antero Resources ​ $ 711,459 ​ ​ 749,737 ​ ​ 743,265 ​ Water handling–Antero Resources ​ ​ 259,932 ​ ​ 218,621 ​ ​ 244,770 ​ Water handling–third party ​ ​ — ​ ​ 516 ​ ​ 2,622 ​ Amortization of customer relationships ​ ​ ( 70,672 ) ​ ​ ( 70,672 ) ​ ​ ( 70,672 ) ​ Total revenue ​ ​ 900,719 ​ ​ 898,202 ​ ​ 919,985 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct operating ​ ​ 165,386 ​ ​ 157,120 ​ ​ 180,254 ​ General and administrative (including $ 12,778 , $ 13,529 and $ 19,654 of equity-based compensation in 2020, 2021 and 2022, respectively) ​ ​ 52,213 ​ ​ 63,838 ​ ​ 62,125 ​ Facility idling ​ ​ 15,219 ​ ​ 3,997 ​ ​ 4,166 ​ Depreciation ​ ​ 108,790 ​ ​ 108,790 ​ ​ 131,762 ​ Impairment of property and equipment ​ ​ 98,179 ​ ​ 5,042 ​ ​ 3,702 ​ Impairment of goodwill ​ ​ 575,461 ​ ​ — ​ ​ — ​ Accretion of asset retirement obligations ​ ​ 180 ​ ​ 460 ​ ​ 222 ​ Loss on settlement of asset retirement obligations ​ ​ — ​ ​ — ​ ​ 539 ​ Loss (gain) on asset sale ​ ​ 2,929 ​ ​ 3,628 ​ ​ ( 2,251 ) ​ Total operating expenses ​ ​ 1,018,357 ​ ​ 342,875 ​ ​ 380,519 ​ Operating income (loss) ​ ​ ( 117,638 ) ​ ​ 555,327 ​ ​ 539,466 ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ ( 147,007 ) ​ ​ ( 175,281 ) ​ ​ ( 189,948 ) ​ Equity in earnings of unconsolidated affiliates ​ ​ 86,430 ​ ​ 90,451 ​ ​ 94,218 ​ Loss on early extinguishment of debt ​ ​ — ​ ​ ( 21,757 ) ​ ​ — ​ Total other expense ​ ​ ( 60,577 ) ​ ​ ( 106,587 ) ​ ​ ( 95,730 ) ​ Income (loss) before income taxes ​ ​ ( 178,215 ) ​ ​ 448,740 ​ ​ 443,736 ​ Income tax benefit (expense) ​ ​ 55,688 ​ ​ ( 117,123 ) ​ ​ ( 117,494 ) ​ Net income (loss) and comprehensive income (loss) ​ $ ( 122,527 ) ​ ​ 331,617 ​ ​ 326,242 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share–basic ​ $ ( 0.26 ) ​ ​ 0.69 ​ ​ 0.68 ​ Net income (loss) per share–diluted ​ $ ( 0.26 ) ​ ​ 0.69 ​ ​ 0.68 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 478,278 ​ ​ 477,270 ​ ​ 478,232 ​ Diluted ​ ​ 478,278 ​ ​ 479,736 ​ ​ 480,300 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to consolidated financial statements. ​ F-5 Table of Contents ANTERO MIDSTREAM CORPORATION Consolidated Statements of Stockholders’ Equity (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Retained Earnings ​ ​ ​ ​ ​ Preferred ​ Common Stock ​ Paid-In ​ (Accumulated ​ Total ​ ​ ​ Stock ​ Shares ​ Amount ​ Capital ​ Deficit) ​ Equity ​ Balance at December 31, 2019 ​ $ — ​ ​ 484,042 ​ $ 4,840 ​ ​ 3,480,139 ​ ​ ( 341,565 ) ​ ​ 3,143,414 ​ Dividends to stockholders ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 590,190 ) ​ ​ — ​ ​ ( 590,190 ) ​ Equity-based compensation ​ ​ — ​ ​ — ​ ​ — ​ ​ 12,778 ​ ​ — ​ ​ 12,778 ​ Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes ​ ​ — ​ ​ 507 ​ ​ 5 ​ ​ ( 481 ) ​ ​ — ​ ​ ( 476 ) ​ Repurchases and retirement of common stock ​ ​ — ​ ​ ( 7,910 ) ​ ​ ( 79 ) ​ ​ ( 24,634 ) ​ ​ — ​ ​ ( 24,713 ) ​ Net loss and comprehensive loss ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 122,527 ) ​ ​ ( 122,527 ) ​ Balance at December 31, 2020 ​ ​ — ​ ​ 476,639 ​ ​ 4,766 ​ ​ 2,877,612 ​ ​ ( 464,092 ) ​ ​ 2,418,286 ​ Dividends to stockholders ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 471,721 ) ​ ​ — ​ ​ ( 471,721 ) ​ Equity-based compensation ​ ​ — ​ ​ — ​ ​ — ​ ​ 13,529 ​ ​ — ​ ​ 13,529 ​ Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes ​ ​ — ​ ​ 856 ​ ​ 9 ​ ​ ( 5,022 ) ​ ​ — ​ ​ ( 5,013 ) ​ Net income and comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 331,617 ​ ​ 331,617 ​ Balance at December 31, 2021 ​ ​ — ​ ​ 477,495 ​ ​ 4,775 ​ ​ 2,414,398 ​ ​ ( 132,475 ) ​ ​ 2,286,698 ​ Dividends to stockholders ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 322,401 ) ​ ​ ( 110,974 ) ​ ​ ( 433,375 ) ​ Equity-based compensation ​ ​ — ​ ​ — ​ ​ — ​ ​ 19,654 ​ ​ — ​ ​ 19,654 ​ Issuance of common stock upon vesting of equity-based compensation awards, net of common stock withheld for income taxes ​ ​ — ​ ​ 1,002 ​ ​ 10 ​ ​ ( 6,911 ) ​ ​ — ​ ​ ( 6,901 ) ​ Net income and comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 326,242 ​ ​ 326,242 ​ Balance at December 31, 2022 ​ $ — ​ ​ 478,497 ​ $ 4,785 ​ ​ 2,104,740 ​ ​ 82,793 ​ ​ 2,192,318 ​ ​ See accompanying notes to consolidated financial statements. ​ F-6 Table of Contents ANTERO MIDSTREAM CORPORATION Consolidated Statements of Cash Flows (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 2021 2022 Cash flows provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 122,527 ) ​ ​ 331,617 ​ ​ 326,242 ​ Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation ​ ​ 108,790 ​ ​ 108,790 ​ ​ 131,762 ​ Accretion of asset retirement obligations ​ ​ 180 ​ ​ 460 ​ ​ 222 ​ Payment of contingent consideration in excess of acquisition date fair value ​ ​ ( 8,076 ) ​ ​ — ​ ​ — ​ Impairment ​ ​ 673,640 ​ ​ 5,042 ​ ​ 3,702 ​ Deferred income tax expense (benefit) ​ ​ ( 171 ) ​ ​ 117,123 ​ ​ 117,494 ​ Equity-based compensation ​ ​ 12,778 ​ ​ 13,529 ​ ​ 19,654 ​ Equity in earnings of unconsolidated affiliates ​ ​ ( 86,430 ) ​ ​ ( 90,451 ) ​ ​ ( 94,218 ) ​ Distributions from unconsolidated affiliates ​ ​ 98,858 ​ ​ 118,990 ​ ​ 120,460 ​ Amortization of customer relationships ​ ​ 70,672 ​ ​ 70,672 ​ ​ 70,672 ​ Amortization of deferred financing costs ​ ​ 4,503 ​ ​ 5,549 ​ ​ 5,716 ​ Settlement of asset retirement obligations ​ ​ ( 2,183 ) ​ ​ ( 1,385 ) ​ ​ ( 5,454 ) ​ Loss on settlement of asset retirement obligations ​ ​ — ​ ​ — ​ ​ 539 ​ Loss (gain) on asset sale ​ ​ 2,929 ​ ​ 3,628 ​ ​ ( 2,251 ) ​ Loss on early extinguishment of debt ​ ​ — ​ ​ 21,757 ​ ​ — ​ Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable–Antero Resources ​ ​ 27,306 ​ ​ ( 7,475 ) ​ ​ ( 3,354 ) ​ Accounts receivable–third party ​ ​ 1,434 ​ ​ 904 ​ ​ 723 ​ Income tax receivable ​ ​ ( 17,251 ) ​ ​ 16,311 ​ ​ — ​ Other current assets ​ ​ 155 ​ ​ 550 ​ ​ ( 313 ) ​ Accounts payable–Antero Resources ​ ​ 716 ​ ​ 792 ​ ​ 782 ​ Accounts payable–third party ​ ​ 1,201 ​ ​ 695 ​ ​ 7,973 ​ Accrued liabilities ​ ​ ( 13,142 ) ​ ​ ( 7,346 ) ​ ​ ( 747 ) ​ Net cash provided by operating activities ​ ​ 753,382 ​ ​ 709,752 ​ ​ 699,604 ​ Cash flows provided by (used in) investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to gathering systems and facilities ​ ​ ( 157,931 ) ​ ​ ( 186,588 ) ​ ​ ( 227,561 ) ​ Additions to water handling systems ​ ​ ( 38,793 ) ​ ​ ( 46,237 ) ​ ​ ( 71,363 ) ​ Investments in unconsolidated affiliates ​ ​ ( 25,267 ) ​ ​ ( 2,070 ) ​ ​ — ​ Return of investment in unconsolidated affiliate ​ ​ — ​ ​ — ​ ​ 17,000 ​ Acquisition of gathering systems and facilities ​ ​ — ​ ​ — ​ ​ ( 216,726 ) ​ Cash received in asset sale ​ ​ 822 ​ ​ 1,653 ​ ​ 5,726 ​ Change in other assets ​ ​ 1,938 ​ ​ — ​ ​ ( 98 ) ​ Change in other liabilities ​ ​ — ​ ​ — ​ ​ ( 804 ) ​ Net cash used in investing activities ​ ​ ( 219,231 ) ​ ​ ( 233,242 ) ​ ​ ( 493,826 ) ​ Cash flows provided by (used in) financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends to stockholders ​ ​ ( 589,640 ) ​ ​ ( 471,171 ) ​ ​ ( 432,825 ) ​ Dividends to preferred stockholders ​ ​ ( 550 ) ​ ​ ( 550 ) ​ ​ ( 550 ) ​ Repurchases of common stock ​ ​ ( 24,713 ) ​ ​ — ​ ​ — ​ Issuance of senior notes ​ ​ 550,000 ​ ​ 750,000 ​ ​ — ​ Redemption of senior notes ​ ​ — ​ ​ ( 667,472 ) ​ ​ — ​ Payments of deferred financing costs ​ ​ ( 6,283 ) ​ ​ ( 16,603 ) ​ ​ ( 302 ) ​ Borrowings (repayments) on bank credit facilities, net ​ ​ ( 346,000 ) ​ ​ ( 66,300 ) ​ ​ 234,800 ​ Payment of contingent acquisition consideration ​ ​ ( 116,924 ) ​ ​ — ​ ​ — ​ Employee tax withholding for settlement of equity compensation awards ​ ​ ( 476 ) ​ ​ ( 5,013 ) ​ ​ ( 6,901 ) ​ Other ​ ​ ( 160 ) ​ ​ ( 41 ) ​ ​ — ​ Net cash used in financing activities ​ ​ ( 534,746 ) ​ ​ ( 477,150 ) ​ ​ ( 205,778 ) ​ Net decrease in cash and cash equivalents ​ ​ ( 595 ) ​ ​ ( 640 ) ​ ​ — ​ Cash and cash equivalents, beginning of period ​ ​ 1,235 ​ ​ 640 ​ ​ — ​ Cash and cash equivalents, end of period ​ $ 640 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid during the period for interest ​ $ 140,732 ​ ​ 179,748 ​ ​ 183,079 ​ Cash received during the period for income taxes ​ $ 39,205 ​ ​ 16,311 ​ ​ — ​ Increase (decrease) in accrued capital expenditures and accounts payable for property and equipment ​ $ ( 14,472 ) ​ ​ 26,995 ​ ​ ( 17,003 ) ​ ​ See accompanying notes to consolidated financial statements. ​ F-7 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (1) Organization Antero Midstream Corporation together with its consolidated subsidiaries (the “Company” or “Antero Midstream”), is a growth-oriented midstream company formed to own, operate and develop midstream energy infrastructure primarily to service Antero Resources and its production and completion activity in the Appalachian Basin. The Company’s assets consist of gathering pipelines, compressor stations, interests in processing and fractionation plants and water handling assets. Antero Midstream provides midstream services to Antero Resources under long-term contracts. The Company’s gathering and compression assets comprise of high and low pressure gathering pipelines, compressor stations and processing and fractionation plants that collect and process natural gas and NGLs from Antero Resources’ wells in the Appalachian Basin. The Company’s water handling assets include two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, which portions of these systems are also utilized to transport flowback and produced water. The Company’s water handling assets also include other flowback and produced water treatment facilities. Antero Midstream also has a 50 % equity interest in the Joint Venture and a 15 % equity interest in a gathering system of Stonewall. See Note 14—Investments in Unconsolidated Affiliates. The Company’s corporate headquarters is located in Denver, Colorado. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP. In the opinion of management, these consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2021 and 2022, and the results of the Company’s operations and its cash flows for the years ended December 31, 2020, 2021 and 2022. The Company has no items of other comprehensive income (loss); therefore, net income (loss) is equal to comprehensive income (loss). Certain costs of doing business incurred and charged to the Company by Antero Resources have been reflected in the accompanying consolidated financial statements. These costs include general and administrative expenses provided to the Company by Antero Resources in exchange for: ● business services, such as payroll, accounts payable and facilities management; ● corporate services, such as finance and accounting, legal, human resources, investor relations and public and regulatory policy; and ● employee compensation, including equity-based compensation. Transactions between the Company and Antero Resources have been identified in the consolidated financial statements (see Note 4—Transactions with Affiliates). (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Antero Midstream Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the Company’s consolidated financial statements. Investments in entities for which the Company exercises significant influence, but not control, are accounted for under the equity method. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as Antero Midstream’s ownership interest, representation on the Board of Directors and participation in the policy-making decisions of equity method investees. Such investments are included in Investments in unconsolidated affiliates on the Company’s consolidated balance sheets. Income from investees that are accounted for under the equity method is included in Equity in earnings of unconsolidated affiliates on the Company’s consolidated statements of operations and cash flows. When the Company records its proportionate share of net income, it increases equity income in the statements of operations and comprehensive income (loss) and the F-8 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) carrying value of that investment on the Company’s balance sheet. When a distribution is received, it is recorded as a reduction to the carrying value of that investment on the balance sheet. The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). (c) Revenue Recognition The Company provides gathering, compression and water handling services under fee-based contracts primarily based on throughput or at cost plus a margin. Certain of these contracts contain operating leases of the Company’s assets under GAAP. Under these arrangements, the Company receives fees for gathering, compression and water handling services. The revenue the Company earns from these arrangements is directly related to (i) in the case of natural gas gathering and compression, the volumes of metered natural gas that it gathers, compresses and delivers to natural gas compression sites or other transmission delivery points, (ii) in the case of fresh water services, the quantities of fresh water delivered to its customers for use in their well completion operations, (iii) in the case of other fluid handling services provided by third parties, the third-party costs the Company incurs plus 3 % or (iv) in the case of other fluid handling services performed by the Company, a cost of service fee based on the costs incurred by the Company. The Company recognizes revenue when it satisfies a performance obligation by delivering a service to a customer or the use of leased assets to a customer. The Company includes lease revenue within revenues by service. See Note 5—Revenue. (d) Use of Estimates The preparation of the consolidated financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect revenues, expenses, assets, liabilities and the disclosure of contingent liabilities. Items subject to estimates and assumptions include the useful lives of property and equipment, evaluating impairments of long-lived assets, goodwill and intangible assets, as well as the valuation of accrued liabilities and deferred and current income taxes, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. (e) Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments. (f) Property and Equipment Property and equipment primarily consists of (i) gathering pipelines, (ii) compressor stations, (iii) the wastewater treatment facility (the “Clearwater Facility”), (iv) other flowback and produced water facilities and (v) water handling pipelines and facilities stated at historical cost less accumulated depreciation, amortization and impairment. The Company capitalizes construction-related direct labor and material costs. Maintenance and repair costs are expensed as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives and salvage values of assets. The depreciation of fixed assets recorded under operating lease agreements is included in depreciation expense. Uncertainties that may impact these estimates of useful lives include, among others, changes in laws and regulations relating to environmental matters, including air and water quality, restoration and abandonment requirements, economic conditions and supply and demand for the Company’s services in the areas in which it operates. When assets are placed into service, management makes estimates with respect to useful lives and salvage values that management believes are reasonable. The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable. Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs and discount rates typical of third-party market participants, which is a Level 3 fair value measurement. See Note 6— Property and Equipment for further information on property and equipment impairments. F-9 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) During the year ended December 31, 2022, the Company acquired certain Marcellus gas gathering and compression assets and Utica compression assets. These transactions were accounted for as asset acquisitions in accordance with FASB ASC Topic 805-50, Business Combinations, Related Issues (“ASC 805-50”). Accordingly, the acquired assets were recorded based upon the cash consideration paid, with all value assigned to Property and equipment in the consolidated balance sheets. See Note 6— Property and Equipment for further information on asset acquisitions. (g) Asset Retirement Obligations The Company’s asset retirement obligations include its obligation to close, maintain and monitor landfill cells and support facilities. After the landfill is certified closed, the Company must continue to maintain and monitor the landfill for a post-closure period, which generally extends for 30 years . The Company records the fair value of its landfill retirement obligations as a liability in the period in which the regulatory obligation to retire a specific asset is triggered. For the Company’s individual landfill cells, the required closure and post-closure obligations under the terms of its permits and its intended operation of the landfill cell are triggered and recorded when the cell is placed into service and salt is initially disposed in the landfill cell. The fair value is based on the total estimated costs to close the landfill cell and perform post-closure activities once the landfill cell has reached capacity and is no longer accepting salt. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform closure and post-closure activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Landfill retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a units-of-consumption basis as the disposal capacity is consumed. During the year ended December 31, 2021, the Company commenced closure and reclamation operations on the landfill, and such closure and reclamation operations are currently ongoing as of December 31, 2022. Asset retirement obligations are recorded for water impoundments and wastewater pits when an abandonment date is identified. The Company records the fair value of its water impoundment and wastewater pit retirement obligations as liabilities in the period in which the regulatory obligation to retire a specific asset is triggered. The fair value is based on the total reclamation costs of the assets. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that is used to calculate the recorded liability, with accretion charged to direct costs. Actual cash expenditures to perform remediation activities reduce the retirement obligation liabilities as incurred. After initial measurement, asset retirement obligations are adjusted at the end of each period to reflect changes, if any, in the estimated future cash flows underlying the obligation. Water impoundments and wastewater pit retirement assets are capitalized as the related retirement obligations are incurred, and are amortized on a straight-line basis until reclamation. The Company (i) is under no legal obligations, neither contractually nor under the doctrine of promissory estoppel, to restore or dismantle its gathering pipelines, compressor stations, water delivery pipelines, flowback and produced water facilities and the Clearwater Facility upon abandonment or (ii) intends to operate and maintain its assets as long as supply and demand for natural gas exists, which the Company expects to continue into the foreseeable future. (h) Litigation and Other Contingencies A liability is recorded for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. The Company regularly reviews contingencies to determine the adequacy of our accruals and related disclosures. The ultimate amount of losses, if any, may differ from these estimates. Any contingency that could result in a gain is recorded when realized. The Company accrues losses associated with environmental obligations when such losses are probable and can be reasonably estimated. Accruals for estimated environmental losses are recognized no later than at the time a remediation feasibility study or an evaluation of response options, is complete. These accruals are adjusted as additional information becomes available or as circumstances change. Future environmental expenditures are not discounted to their present value. Recoveries of environmental costs from other parties are recorded separately as assets at their undiscounted value when receipt of such recoveries is probable. As of December 31, 2021 and 2022, the Company had not recorded any liabilities for litigation, environmental or other contingencies. F-10 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (i) Equity-Based Compensation The Company’s consolidated financial statements include equity-based compensation costs related to awards granted by its own plans, as in place before and after March 12, 2019, as well as costs allocated by Antero Resources for grants made prior to March 12, 2019. Costs allocated from Antero Resources are offset to additional paid in capital on the consolidated balance sheet. See Note 4—Transactions with Affiliates for additional information regarding Antero Resources’ allocation of expenses to the Company. For awards granted under its own plan, the Company recognizes compensation cost related to all equity-based awards in the financial statements based on the estimated grant date fair value. The Company is authorized to grant various types of equity-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, dividend equivalent awards and other types of awards. The grant date fair values of such awards are determined based on the type of award and may utilize market prices on the date of grant, Black-Scholes option-pricing model, Monte Carlo simulations or other acceptable valuation methodologies, as appropriate for the type of equity-based award. Compensation cost is recognized ratably over the applicable vesting or service period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. See Note 10—Equity-Based Compensation and Cash Awards. (j) Income Taxes The Company recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss and charitable contribution carryforwards and the differences between the financial statement and tax basis of assets and liabilities. The effect of changes in tax laws or tax rates is recognized in income during 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. The Company regularly reviews its tax positions in each significant taxing jurisdiction during the process of evaluating its tax provision. The Company makes adjustments to its tax provision when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; and/or (ii) a tax position is effectively settled with a tax authority at a differing amount. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act allows corporations with NOL carryforwards incurred in 2018, 2019 and 2020 to carryback such NOL carryforwards to each of the five years preceding the year of the NOL carryforwards, beginning with the earliest year in which there was taxable income, and claim an income tax refund in the applicable carryback years. As a result of this NOL carryforwards carryback provision in the CARES Act, the Company was able to recognize an income tax refund receivable in March 2020 of $ 55 million, including $ 11 million in income tax benefit for the current year and $ 44 million of previously recognized deferred income tax benefit. As of December 31, 2021, the Company had received all of this refund. (k) Fair Value Measures The 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., the initial recognition of asset retirement obligations and impairments of 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 inputs 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. The carrying values on the consolidated balance sheet of the Company’s cash and cash equivalents, accounts receivable—Antero Resources, accounts receivable—third party, other current assets, accounts payable—Antero Resources, accounts payable—third party, accrued liabilities and, other current liabilities approximate fair values due to their short-term maturities. The Company uses certain valuation techniques in performing its annual goodwill impairment test described below and in determining the fair value of property and equipment. See Note 13—Fair Value Measurement. F-11 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (l) Investments in Unconsolidated Affiliates The Company uses the equity method to account for its investments in companies if the investment provides the Company with the ability to exercise significant influence over, but not control of, the operating and financial policies of the investee. The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of such companies. The Company’s judgment regarding the level of influence over each equity method investee includes considering key factors such as the Company’s ownership interest, representation on the Board of Directors and participation in policy-making decisions of the investee and material intercompany transactions. See Note 14—Investments in Unconsolidated Affiliates. (m) Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the carrying value of the reporting unit. The fair value is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, future volumes, discount rates and future capital requirements. If the fair value of the reporting unit is less than the carrying value, including goodwill, the excess of the book value over the fair value of goodwill is charged to net income as an impairment expense. As of March 31, 2020, the Company’s goodwill was fully impaired. See Note 3—Goodwill and Intangibles. Amortization of intangible assets with definite lives is calculated using the straight-line method, which is reflective of the benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. If the sum of the expected undiscounted future cash flows related to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. (n) Dividends Preferred and common dividends declared are recorded as a reduction of retained earnings to the extent that retained earnings were available at the close of the quarter prior to the dividend declaration date, with any excess recorded as a reduction of additional paid-in capital. (o) Treasury Share Retirement The Company periodically retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first, to additional paid-in capital, and then to retained earnings (accumulated deficit). The portion allocable to additional paid-in capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares outstanding, to the balance of additional paid-in capital as of retirement. (p) Recently Adopted Accounting Standard In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes . This ASU removes certain exceptions to the general principles in ASC 740, Income Taxes (“ASC 740”) and also simplifies portions of ASC 740 by clarifying and amending existing guidance. It is effective for interim and annual reporting periods after December 15, 2020. The Company adopted this ASU on January 1, 2021, and it did not have a material impact on the Company’s consolidated financial statements. (3) Goodwill and Intangibles (a) Goodwill The Company evaluates goodwill for impairment annually during the fourth quarter and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit with goodwill is less than its carrying amount. Significant assumptions used to estimate the reporting units’ fair value include the discount rate as well as estimates of future cash flows, which are impacted primarily by commodity prices and producer customers’ development plans (which impact volumes and F-12 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) capital requirements). During the first quarter of 2020, the Company performed an interim impairment analysis of the goodwill due to changes in Antero Resources’ drilling plans as a result of the decline in commodity prices. As a result of this evaluation, the Company impaired all remaining goodwill of $ 575 million associated with its gathering and processing segment. ​ The changes in the carrying amount of goodwill by reportable segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gathering and ​ Water ​ ​ ​ (in thousands) ​ Processing ​ Handling ​ Total ​ Goodwill as of December 31, 2019 $ 575,461 ​ ​ — ​ ​ 575,461 ​ Impairment of goodwill ​ ​ ( 575,461 ) ​ ​ — ​ ​ ( 575,461 ) ​ Goodwill as of December 31, 2020 ​ $ — ​ ​ — ​ ​ — ​ ​ (b) Customer Relationships Intangibles All customer relationships are subject to amortization and will be amortized over a weighted-average period of 19 years , which reflects the remaining economic life of the relationships as of December 31, 2022. The changes in the carrying amount of customer relationships were as follows (in thousands): ​ ​ ​ ​ ​ Customer relationships as of December 31, 2019 $ 1,498,119 ​ Amortization of customer relationships ​ ​ ( 70,672 ) ​ Customer relationships as of December 31, 2020 ​ ​ 1,427,447 ​ Amortization of customer relationships ​ ​ ( 70,672 ) ​ Customer relationships as of December 31, 2021 ​ ​ 1,356,775 ​ Amortization of customer relationships ​ ​ ( 70,672 ) ​ Customer relationships as of December 31, 2022 ​ $ 1,286,103 ​ ​ Future amortization expense is as follows (in thousands): ​ ​ ​ ​ ​ Year ending December 31, 2023 ​ $ 70,672 ​ Year ending December 31, 2024 ​ ​ 70,672 ​ Year ending December 31, 2025 ​ ​ 70,672 ​ Year ending December 31, 2026 ​ ​ 70,672 ​ Year ending December 31, 2027 ​ ​ 70,672 ​ Thereafter ​ ​ 932,743 ​ Total ​ $ 1,286,103 ​ ​ ​ (4) Transactions with Affiliates (a) Revenues Substantially all revenues earned in the years ended December 31, 2020, 2021 and 2022 were earned from Antero Resources, under various agreements for gathering and compression and water handling services. Revenues earned from gathering and compression services consists of lease income. (b) Accounts receivable—Antero Resources and Accounts payable—Antero Resources Accounts receivable—Antero Resources represents amounts due from Antero Resources, primarily related to gathering and compression services and water handling services. Accounts payable—Antero Resources represents amounts due to Antero Resources for general and administrative and other costs. (c) Allocation of Costs Charged by Antero Resources The employees supporting the Company’s operations are concurrently employed by Antero Resources and the F-13 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) Company. Direct operating expense includes costs charged to the Company of $ 7 million, $ 9 million and $ 14 million during the years ended December 31, 2020, 2021 and 2022, respectively. These costs were for services provided by employees associated with the operation of the Company’s gathering lines, compressor stations and water handling assets. For the years ended December 31, 2020, 2021 and 2022, general and administrative expenses charged to the Company by Antero Resources were $ 25 million, $ 32 million and $ 30 million, respectively. These costs relate to: (i) various business services, including payroll processing, accounts payable processing and facilities management, (ii) various corporate services, including legal, accounting, treasury, information technology and human resources and (iii) compensation, including certain equity-based compensation. These expenses are charged to the Company based on the nature of the expenses and are apportioned based on a combination of the Company’s proportionate share of gross property and equipment, capital expenditures and labor costs, as applicable. The Company reimburses Antero Resources directly for all general and administrative costs charged to it, except costs attributable to noncash equity-based compensation, see Note 10—Equity-Based Compensation and Cash Awards. ​ (5) Revenue All of the Company’s gathering and compression revenues are derived from operating lease agreements, and all of the Company’s water handling revenues are derived from service contracts with customers. The Company currently earns substantially all of its revenues from Antero Resources. (a) Gathering and Compression The Company’s gathering and compression service agreements with Antero Resources include: (i) the 2019 gathering and compression agreement, (ii) Marcellus gathering and compression agreements and (iii) the Utica compression agreement. See Note 6—Property and Equipment for additional information. The 2019 gathering and compression agreement has an initial term through 2038, the Marcellus gathering and compression agreements expire between 2023 and 2031, and the Utica compression agreement has two dedicated areas that expire in 2024 and 2030. Upon expiration of each of the Marcellus gathering and compression service agreements and the Utica compression agreement, the Company will continue to provide gathering and compression services under the 2019 gathering and compression agreement. Pursuant to the gathering and compression agreements, Antero Resources has dedicated substantially all of its current and future acreage in West Virginia, Ohio and Pennsylvania to the Company for gathering and compression services. The Company also has an option to gather and compress natural gas produced by Antero Resources on any additional acreage it acquires during the term of the 2019 gathering and compression agreement outside of West Virginia, Ohio and Pennsylvania on the same terms and conditions as the 2019 gathering compression agreement. The 2019 gathering and compression agreement includes a growth incentive fee program whereby low pressure gathering fees will be reduced from 2020 through 2023 to the extent Antero Resources achieves certain quarterly volumetric targets during such time. Antero Resources’ throughput on acquired assets is not considered in low pressure gathering volume targets. For years ended December 31, 2020, 2021 and 2022, Antero Resources earned $ 48 million, $ 12 million and $ 48 million, respectively, in fee rebates. Upon completion of the initial contract term in 2038, the 2019 gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by either the Company or Antero Resources on or before the 180 th day prior to the anniversary of such effective date. Under the gathering and compression agreements, the Company receives a low pressure gathering fee, a high pressure gathering fee and a compression fee, as applicable, substantially all of which are subject to annual CPI-based adjustments or a cost of service fee, as applicable, at the Company’s election when such assets are placed in-service. In addition, the Company receives a reimbursement for certain variable costs, such as electricity and operating expenses. The Company determined that its gathering and compression agreements are operating leases as Antero Resources obtains substantially all of the economic benefit of the asset and has the right to direct the use of the assets. Each gathering and compression system is an identifiable asset, and consists of a network of assets that may include underground low pressure pipelines that connect and deliver gas from specific well pads to compressor stations to compress the gas before delivery to underground high pressure pipelines that transport the gas to a third-party pipeline, third-party plant or a Joint Venture plant. Each compression system is an identifiable asset, and consists of a network of assets that include compressor stations that connect to underground high pressure pipelines that transport the gas to a third-party pipeline, third-party plant or a Joint Venture plant. Each set of assets in an agreement are considered to be a single lease due to the interrelated network of the assets required to provide services under each respective agreement. When a modification to an agreement occurs, the Company reassesses the classification of the lease. The Company accounts for its lease and non-lease components as a single lease component as the lease component is the predominant component. The non-lease components consist of operating, oversight and maintenance of the gathering systems, which are performed on time- F-14 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) elapsed measures. The gathering and compression agreements include certain fixed fee provisions. If and to the extent Antero Resources requests that the Company construct new low pressure lines, high pressure lines and/or compressor stations, the 2019 gathering and compression agreement contains options at the Company’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for 75 % of the high pressure gathering capacity and 70 % of the compression capacity of such new construction for 10 years or (ii) a cost of service fee that allows the Company to earn a 13 % rate of return on such new construction over seven years , which election is made individually for each piece of equipment placed in service. In addition, the Marcellus gathering and compression agreements provide for a minimum volume commitment that requires Antero Resources to utilize or pay for 25 % of the capacity of new compressor station construction for 10 years . All lease payments under the minimum volume commitments and cost of service fees are considered to be in-substance fixed lease payments under the gathering and compression agreements. The Company recognizes lease income from its minimum volume commitments and cost of service fees under its gathering and compression agreements on a straight-line basis. Additional variable operating lease income is earned when volumes in excess of the minimum commitments are delivered under the contract. The Company recognizes variable lease income when low pressure volumes are delivered to a compressor station, compression volumes are delivered to a high pressure line and high pressure volumes are delivered to a processing plant or transmission pipeline, as applicable. Minimum volume commitments are aggregated such that there is a single minimum volume commitment for the respective service each year for each agreement. The Company invoices the customer the month after each service is performed, and payment is due in the same month. The Company is not party to any leases that have not commenced. Minimum future lease cash flows to be received by the Company under the gathering and compression agreements as of December 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ Year ending December 31, 2023 ​ $ 313,838 ​ Year ending December 31, 2024 ​ ​ 312,284 ​ Year ending December 31, 2025 ​ ​ 293,736 ​ Year ending December 31, 2026 ​ ​ 279,921 ​ Year ending December 31, 2027 ​ ​ 219,743 ​ Thereafter ​ ​ 359,554 ​ Total ​ $ 1,779,076 ​ ​ (b) Water Handling The Company is party to a water services agreement with Antero Resources, whereby the Company provides certain water handling services to Antero Resources within an area of dedication in defined service areas in West Virginia and Ohio. The initial term of the water services agreement runs to 2035. Upon completion of the initial term in 2035, the water services agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by either the Company or Antero Resources on or before the 180 th day prior to the anniversary of such effective date. Under the agreement, the Company receives a fixed fee for fresh water deliveries by pipeline directly to the well site, subject to annual CPI-based adjustments. In addition, the Company also provides other fluid handling services. These operations, along with the Company’s fresh water delivery systems, support well completion and production operations for Antero Resources. These services are provided by the Company directly or through third-parties with which the Company contracts. For these other fluid handling services provided by third-parties, Antero Resources reimburses the Company’s third-party out-of-pocket costs plus 3 % . For these other fluid handling services provided by the Company, the Company charges Antero Resources a cost of service fee . The Company satisfies its performance obligations and recognizes revenue when (i) the fresh water volumes have been delivered to the hydration unit of a specified well pad or (ii) other fluid handling services have been completed . The Company invoices the customer the month after water services are performed, and payment is due in the same month. For services contracted through third-party providers, the Company’s performance obligation is satisfied when the service to be performed by the third-party provider has been completed. The Company invoices the customer after the third-party provider billing is received, and payment is due in the same month. F-15 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) Transaction Price Allocated to Remaining Performance Obligations The Company’s water service agreement with Antero Resources has a term greater than one year. The Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under the Company’s service contract, each unit of product delivered to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company also performs water services for third party customers, which contracts are short-term in nature with a contract term of one year or less. Accordingly, the Company is exempt from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Contract Balances Under the Company’s water service contracts, the Company invoices customers after the performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s water service contracts do not give rise to contract assets or liabilities. ​ (c) Disaggregation of Revenue In the following table, revenue is disaggregated by type of service and type of fee and is identified by the reportable segment to which such revenues relate. For more information on reportable segments, see Note 16—Reportable Segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ (in thousands) ​ 2020 ​ 2021 ​ 2022 Reportable Segment ​ Type of service ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gathering—low pressure ​ $ 353,491 ​ ​ 354,941 ​ ​ 368,996 ​ Gathering and Processing (1) ​ Gathering—low pressure fee rebate ​ ​ ( 48,000 ) ​ ​ ( 12,000 ) ​ ​ ( 48,000 ) ​ Gathering and Processing (1) ​ Compression ​ ​ 195,147 ​ ​ 198,992 ​ ​ 210,329 ​ Gathering and Processing (1) ​ Gathering—high pressure ​ ​ 210,821 ​ ​ 207,804 ​ ​ 211,940 ​ Gathering and Processing (1) ​ Fresh water delivery ​ ​ 158,707 ​ ​ 137,278 ​ ​ 153,546 ​ Water Handling ​ Other fluid handling ​ ​ 101,225 ​ ​ 81,859 ​ ​ 93,846 ​ Water Handling ​ Amortization of customer relationships ​ ​ ( 37,086 ) ​ ​ ( 37,086 ) ​ ​ ( 37,086 ) ​ Gathering and Processing ​ Amortization of customer relationships ​ ​ ( 33,586 ) ​ ​ ( 33,586 ) ​ ​ ( 33,586 ) ​ Water Handling ​ Total ​ $ 900,719 ​ ​ 898,202 ​ ​ 919,985 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of contract ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Unit Fixed Fee ​ $ 759,459 ​ ​ 761,737 ​ ​ 791,265 ​ Gathering and Processing (1) ​ Gathering—low pressure fee rebate ​ ​ ( 48,000 ) ​ ​ ( 12,000 ) ​ ​ ( 48,000 ) ​ Gathering and Processing (1) ​ Per Unit Fixed Fee ​ ​ 158,707 ​ ​ 137,278 ​ ​ 154,993 ​ Water Handling ​ Cost plus 3 % ​ ​ 90,478 ​ ​ 65,007 ​ ​ 71,490 ​ Water Handling ​ Cost of service fee ​ ​ 10,747 ​ ​ 16,852 ​ ​ 20,909 ​ Water Handling ​ Amortization of customer relationships ​ ​ ( 37,086 ) ​ ​ ( 37,086 ) ​ ​ ( 37,086 ) ​ Gathering and Processing ​ Amortization of customer relationships ​ ​ ( 33,586 ) ​ ​ ( 33,586 ) ​ ​ ( 33,586 ) ​ Water Handling ​ Total ​ $ 900,719 ​ ​ 898,202 ​ ​ 919,985 ​ ​ ​ (1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering system. ​ The Company’s receivables from its contracts with customers and operating leases as of December 31, 2021 and 2022 were $ 81 million and $ 86 million, respectively. F-16 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (6) Property and Equipment (a) Summary of Property and Equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ December 31, ​ (in thousands) Useful Lives 2021 ​ 2022 ​ Land n/a $ 23,369 ​ 31,668 ​ Gathering systems and facilities ​ 40- 50 years (1) ​ ​ 2,817,918 ​ ​ 3,281,872 ​ Permanent buried pipelines and equipment ​ 7- 20 years ​ ​ 582,481 ​ ​ 601,347 ​ Surface pipelines and equipment ​ 1- 7 years ​ ​ 54,542 ​ ​ 66,726 ​ Heavy trucks and equipment ​ 3- 5 years ​ ​ 5,157 ​ ​ 5,157 ​ Above ground storage tanks ​ 5- 10 years ​ ​ 2,946 ​ ​ 2,953 ​ Construction-in-progress ​ n/a ​ 174,271 ​ ​ 158,977 ​ Total property and equipment ​ ​ ​ ​ 3,660,684 ​ ​ 4,148,700 ​ Less accumulated depreciation ​ ​ ​ ​ ( 265,938 ) ​ ​ ( 397,269 ) ​ Property and equipment, net ​ ​ ​ $ 3,394,746 ​ ​ 3,751,431 ​ (1) Gathering systems and facilities are recognized as a single-leased asset with no residual value. ​ (b) Asset Acquisitions ​ On October 25, 2022, the Company acquired certain Marcellus gas gathering and compression assets from Crestwood for $ 205 million in cash, before closing adjustments. These assets include 72 miles of dry gas gathering pipelines and nine compressor stations with approximately 700 MMcf/d of compression capacity. The cash consideration for this asset acquisition was allocated to land and gathering systems and facilities, included in Property and equipment in the consolidated balance sheets, for $ 3 million and $ 202 million, respectively. ​ Additionally, on December 21, 2022, the Company acquired certain Utica compression assets from EnLink for $ 10 million in cash, before closing adjustments. These assets include four compressor stations with approximately 380 MMcf/d of compression capacity. The acquired compression assets are interconnected with the Company’s existing low pressure and high pressure gathering systems and service Antero Resources’ production. The cash consideration for this asset acquisition was allocated to gathering systems and facilities included in Property and equipment in the consolidated balance sheets. ​ (c) Asset Impairment ​ During the first quarter of 2020, the Company evaluated its assets for impairment due to the decline in the industry environment as a result of low commodity prices. As a result of this evaluation, the Company recorded an impairment expense of $ 89 million, which included an $ 83 million impairment expense to its permanent buried pipelines and equipment and a $ 6 million impairment expense to its surface pipelines and equipment. Additionally, during the year ended December 31, 2020, the Company determined that the carrying value of the landfill associated with the Clearwater Facility was no longer recoverable resulting in an impairment charge to property and equipment of $ 7 million. ​ (d) Clearwater Facility Idling ​ On September 18, 2019, the Company commenced a strategic evaluation of the Clearwater Facility at which time, such facility was idled. The Company expects the facility to be idled for the foreseeable future, and as such, the Clearwater Facility was fully impaired at the time of idling. The Company incurred $ 15 million, $ 4 million and $ 4 million in facility idling costs for the care and maintenance of the Clearwater Facility during the years ended December 31, 2020, 2021 and 2022, respectively. ​ ​ ​ F-17 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (7) Income Taxes Income tax expense (benefit) consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (in thousands) 2020 2021 2022 ​ Current income tax expense (benefit) ​ $ ( 55,517 ) ​ ​ — ​ ​ — ​ Deferred income tax expense (benefit) ​ ​ ( 171 ) ​ ​ 117,123 ​ ​ 117,494 ​ Total income tax expense (benefit) ​ $ ( 55,688 ) ​ ​ 117,123 ​ ​ 117,494 ​ ​ Income tax expense differs from the amount that would be computed by applying the U.S. statutory federal income tax rate of 21 % to income before taxes as a result of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (in thousands) 2020 2021 2022 ​ Federal income tax expense (benefit) ​ $ ( 37,426 ) ​ ​ 94,235 ​ ​ 93,185 ​ State income tax expense (benefit), net of federal effect ​ ​ ( 6,998 ) ​ ​ 21,375 ​ ​ 20,891 ​ Equity-based compensation ​ ​ 516 ​ ​ 1,713 ​ ​ 1,027 ​ Carryback of NOLs ​ ​ ( 11,225 ) ​ ​ — ​ ​ — ​ Change in valuation allowance ​ ​ — ​ ​ — ​ ​ 2,582 ​ Other ​ ​ ( 555 ) ​ ​ ( 200 ) ​ ​ ( 191 ) ​ Total income tax expense (benefit) ​ $ ( 55,688 ) ​ ​ 117,123 ​ ​ 117,494 ​ ​ Deferred income taxes reflect the impact of temporary differences between 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 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ (in thousands) 2021 2022 ​ Deferred tax assets: ​ ​ ​ ​ ​ NOL carryforwards ​ $ 92,896 ​ ​ 111,615 ​ Equity-based compensation ​ ​ 1,815 ​ ​ 2,766 ​ Charitable contributions ​ ​ 2,582 ​ ​ 2,582 ​ Total deferred tax asset ​ ​ 97,293 ​ ​ 116,963 ​ Valuation allowance ​ ​ — ​ ​ ( 2,582 ) ​ Net deferred tax asset ​ ​ 97,293 ​ ​ 114,381 ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ ​ Investment in Antero Midstream Partners ​ ​ 111,014 ​ ​ 245,596 ​ Total deferred tax liability ​ ​ 111,014 ​ ​ 245,596 ​ Net deferred tax liability ​ $ ( 13,721 ) ​ ​ ( 131,215 ) ​ ​ In assessing the realizability of all of the 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 the Company’s temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based upon the projections of 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 certain of these deductible differences and has recorded a valuation allowance of $ 3 million during the year ended December 31, 2022 related to charitable contributions. The calculation of the Company’s tax assets and liabilities involves uncertainties in the application of complex tax laws and regulations. The Company gives financial statement recognition to those tax positions that it believes are more-likely-than-not to be sustained upon examination by the Internal Revenue Service or state revenue authorities. As of December 31, 2021 and 2022, the Company did not have any uncertain tax positions. F-18 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) As of December 31, 2022, the Company has U.S. federal and state NOL carryforwards before the effect of income taxes of $ 415 million and $ 478 million, respectively, which have no expiration date. Tax years 2019 through 2022 remain open to examination by the U.S. Internal Revenue Service, and tax year 2019 is currently under audit. The Company to date has not been notified of any adjustments to its federal taxable income or associated tax liability for any year under audit. The Company and its subsidiaries file tax returns with various state taxing authorities and those returns remain open to examination for tax years 2018 through 2022. (8) Long-Term Debt The Company’s long-term debt is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ (in thousands) ​ 2021 ​ 2022 ​ Credit Facility (a) $ 547,200 ​ 782,000 ​ 7.875 % senior notes due 2026 (c) ​ ​ 550,000 ​ ​ 550,000 ​ 5.75 % senior notes due 2027 (d) ​ ​ 650,000 ​ ​ 650,000 ​ 5.75 % senior notes due 2028 (e) ​ ​ 650,000 ​ ​ 650,000 ​ 5.375 % senior notes due 2029 (f) ​ ​ 750,000 ​ ​ 750,000 ​ Total principal ​ ​ 3,147,200 ​ ​ 3,382,000 ​ Unamortized debt premiums ​ ​ 2,106 ​ ​ 1,698 ​ Unamortized debt issuance costs ​ ​ ( 26,396 ) ​ ​ ( 22,416 ) ​ Total long-term debt ​ $ 3,122,910 ​ ​ 3,361,282 ​ ​ (a) Credit Facility Antero Midstream Partners, an indirect, wholly owned subsidiary of Antero Midstream Corporation, as borrower (the “Borrower”), has a senior secured revolving credit facility with a consortium of banks. On October 26, 2021, the Company entered into an amended and restated senior secured revolving credit facility, the Credit Facility. As of December 31, 2022, the Credit Facility had lender commitments of $ 1.25 billion and matures on October 26, 2026; provided that if on November 17, 2025 any of the 2026 Notes (as defined below) are outstanding, the Credit Facility will mature on such date. As of December 31, 2022, the Credit Facility had an available borrowing capacity of $ 468 million. The Credit Facility contains certain covenants including restrictions on indebtedness, and requirements with respect to leverage and interest coverage ratios. The Credit Facility permits distributions to the holders of the Borrower’s equity interests in accordance with the cash distribution policy, provided that no event of default exists or would be caused thereby, and only to the extent permitted by the Borrower’s organizational documents. The Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2021 and 2022. The Credit Facility in effect prior to October 26, 2021 provided for borrowing under either the Base Rate or the Eurodollar Rate (as each term is defined in the Credit Facility), and the Credit Facility in effect on and after October 26, 2021 provides for borrowing under either Adjusted Term SOFR or the Base Rate (as each term is defined in the Credit Facility). Principal amounts borrowed are payable on the maturity date with such borrowings bearing interest that is payable with respect to (i) base rate loans, quarterly and (ii) SOFR Loans at the end of the applicable interest period if three months (or shorter, if applicable), or every three months if the applicable interest period is longer than three months. Interest was payable at a variable rate based on LIBOR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility agreement in effect prior to October 26, 2021. Interest is payable at a variable rate based on SOFR or the base rate, determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility in effect on and after October 26, 2021. Interest at the time of borrowing is determined with reference to the Borrower’s then-current leverage ratio subject to certain exceptions. Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from 0.25 % to 0.375 % subject to certain exceptions based on the leverage ratio then in effect. As of December 31, 2021, the Borrower had outstanding borrowings under the Credit Facility of $ 547 million with a weighted average interest rate of 1.81 % . As of December 31, 2022, the Borrower had outstanding borrowings under the Credit Facility of $ 782 million with a weighted average interest rate of 6.17 % . No letters of credit under the Credit Facility were outstanding as of December 31, 2021 and 2022. F-19 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (b) 5.375 % Senior Notes Due 2024 On September 13, 2016, Antero Midstream Partners and its wholly owned subsidiary Finance Corp (the “Issuers”), issued $ 650 million in aggregate principal amount of 5.375 % senior notes due September 15, 2024 (the “2024 Notes”) at par. The 2024 Notes were recorded at their fair value of $ 652.6 million as of March 12, 2019, and the related premium of $ 2.6 million was amortized into interest expense over the life of the 2024 Notes. The Issuers redeemed all $ 650 million of the 2024 Notes at 102.688 % of par on June 8, 2021, and recognized a loss of $ 21 million on the early extinguishment of debt during the year ended December 31, 2021, which included the write-off of all unamortized debt premium and issuance costs. Interest on the 2024 Notes was payable on March 15 and September 15 of each year. (c) 7.875 % Senior Notes Due 2026 On November 10, 2020, the Issuers issued $ 550 million in aggregate principal amount of 7.875 % senior notes due May 15, 2026 (the “2026 Notes”) at par. The 2026 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2026 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries. Interest on the 2026 Notes is payable on May 15 and November 15 of each year. Antero Midstream Partners may redeem all or part of the 2026 Notes at any time on or after May 15, 2023 at redemption prices ranging from 103.938 % on or after May 15, 2023 to 100.00 % on or after May 15, 2025. In addition, prior to May 15, 2023, Antero Midstream Partners may redeem up to 35 % of the aggregate principal amount of the 2026 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 107.875 % of the principal amount of the 2026 Notes, plus accrued and unpaid interest. At any time prior to May 15, 2023, Antero Midstream Partners may also redeem the 2026 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2026 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2026 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2026 Notes at a price equal to 101 % of the principal amount of the 2026 Notes, plus accrued and unpaid interest. (d) 5.75 % Senior Notes Due 2027 On February 25, 2019, the Issuers issued $ 650 million in aggregate principal amount of 5.75 % senior notes due March 1, 2027 (the “2027 Notes”) at par. The 2027 Notes were recorded at their fair value of $ 653.3 million as of March 12, 2019, and the related premium of $ 3.3 million will be amortized into interest expense over the life of the 2027 Notes. The 2027 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2027 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries. Interest on the 2027 Notes is payable on March 1 and September 1 of each year. Antero Midstream Partners may redeem all or part of the 2027 Notes at any time on or after March 1, 2022 at redemption prices ranging from 102.875 % currently to 100 % on or after March 1, 2025. If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2027 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2027 Notes at a price equal to 101 % of the principal amount of the 2027 Notes, plus accrued and unpaid interest. (e) 5.75 % Senior Notes Due 2028 On June 28, 2019, the Issuers issued $ 650 million in aggregate principal amount of 5.75 % senior notes due January 15, 2028 (the “2028 Notes”) at par. The 2028 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2028 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries. Interest on the 2028 Notes is payable on January 15 and July 15 of each year. Antero Midstream Partners may redeem all or part of the 2028 Notes at any time on or after January 15, 2023 at redemption prices ranging from 102.875 % on or after January 15, 2023 to 100.00 % on or after January 15, 2026. In addition, prior to January 15, 2023, Antero Midstream Partners may redeem up to 35 % of the aggregate principal amount of the 2028 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.75 % of the principal amount of the 2028 Notes, plus accrued and unpaid interest. At any time prior to January 15, 2023, Antero Midstream Partners may also redeem the 2028 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2028 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2028 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the F-20 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) 2028 Notes at a price equal to 101 % of the principal amount of the 2028 Notes, plus accrued and unpaid interest. ​ (f) 5.375 % Senior Notes Due 2029 On June 8, 2021, the Issuers issued $ 750 million in aggregate principal amount of 5.375 % senior notes due June 15, 2029 (the “2029 Notes”) at par. The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2029 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ wholly owned subsidiaries (other than Finance Corp) and certain of its future restricted subsidiaries. Interest on the 2029 Notes is payable on June 15 and December 15 of each year. Antero Midstream Partners may redeem all or part of the 2029 Notes at any time on or after June 15, 2024 at redemption prices ranging from 102.688 % on or after June 15, 2024 to 100.00 % on or after June 15, 2026. In addition, prior to June 15, 2024, Antero Midstream Partners may redeem up to 35 % of the aggregate principal amount of the 2029 Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.375 % of the principal amount of the 2029 Notes, plus accrued and unpaid interest. At any time prior to June 15, 2024, Antero Midstream Partners may also redeem the 2029 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2029 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Midstream Partners undergoes a change of control followed by a rating decline, the holders of the 2029 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2029 Notes at a price equal to 101 % of the principal amount of the 2029 Notes, plus accrued and unpaid interest. (g) Senior Notes Guarantors The Company and each of the Company’s wholly owned subsidiaries (except for the Issuers) has fully and unconditionally guaranteed the 2026 Notes, 2027 Notes, 2028 Notes and 2029 Notes (collectively the “Senior Notes”). In the event a guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a Restricted Subsidiary (as defined in the applicable indenture governing the series of Senior Notes) of the Issuer or the sale of all or substantially all of its assets) and whether or not the guarantor is the surviving entity in such transaction to a person that is not an Issuer or a Restricted Subsidiary of an Issuer, such guarantor will be released from its obligations under its guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the applicable Senior Notes. In addition, a guarantor will be released from its obligations under the applicable indenture and its guarantee, upon the release or discharge of the guarantee of other indebtedness under a credit facility that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee; if the Issuers designate such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indenture governing the applicable Senior Notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the applicable Senior Notes. ​ During the years ended December 31, 2020, 2021 and 2022, all of the Company’s assets and operations are attributable to the Issuers and its guarantors. ​ (9) Accrued Liabilities ​ Accrued liabilities consisted of the following items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ (in thousands) 2021 2022 Capital expenditures ​ $ 24,900 ​ ​ 16,597 ​ Operating expenses ​ ​ 10,417 ​ ​ 11,118 ​ Interest expense ​ ​ 36,794 ​ ​ 37,947 ​ Ad valorem taxes ​ ​ 5,400 ​ ​ 5,661 ​ Other ​ ​ 3,327 ​ ​ 1,392 ​ Total accrued liabilities ​ $ 80,838 ​ ​ 72,715 ​ ​ ​ ​ ​ ​ ​ F-21 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (10) Equity-Based Compensation and Cash Awards ​ (a) Summary of Equity-Based Compensation The Company’s equity-based compensation includes (i) costs allocated to Antero Midstream by Antero Resources for grants made prior to March 12, 2019 pursuant to the Antero Resources Corporation Long-Term Incentive Plan (the “AR LTIP”) and (ii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan (the “AM LTIP”). Antero Midstream’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to the applicable classes of equity. AR LTIP Equity-based compensation expense allocated to Antero Midstream from Antero Resources was $ 5.2 million, $ 2.1 million and $ 0.4 million for the years ended December 31, 2020, 2021 and 2022, respectively, which includes expense related to the Converted AM RSU Awards (as defined below). For grants made prior to March 12, 2019, Antero Resources has total unamortized expense related to its various equity-based compensation plans that can be allocated to the Company of less than $ 0.1 million as of December 31, 2022, which includes the Converted AM RSU Awards (as defined below). The unamortized expense attributable to grants made prior to March 12, 2019 will be recorded during the first quarter of 2023. A portion of this unamortized cost will be allocated to Antero Midstream as it is amortized over the remaining service period of the related awards. The Company does not reimburse Antero Resources for noncash equity compensation allocated to it for awards issued under the AR LTIP. AM LTIP Effective March 12, 2019, the Board of Directors of Antero Midstream Corporation (the “Board”) adopted the AM LTIP under which awards may be granted to employees, directors, and other service providers of the Company and its affiliates. The Company is authorized to grant up to 15,398,901 shares of AM common stock under the AM LTIP. The AM LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards. The terms and conditions of the awards granted are established by the compensation committee of the Board. As of December 31, 2022, a total of 7,420,368 shares were available for future grant under the AM LTIP. The Company’s equity-based compensation expense, by type of award, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2020 ​ 2021 ​ 2022 ​ Restricted stock units (1) ​ $ 9,964 ​ ​ 11,461 ​ ​ 16,039 ​ Performance share units (1) ​ ​ 1,912 ​ ​ 1,158 ​ ​ 2,770 ​ Equity awards issued to directors ​ ​ 902 ​ ​ 910 ​ ​ 845 ​ Total expense ​ $ 12,778 ​ ​ 13,529 ​ ​ 19,654 ​ (1) Amounts include equity-based compensation expense allocated to the Company by Antero Resources. The total fair value of the Company’s vested equity awards for the years ended December 31, 2020, 2021 and 2022 were $ 2 million, $ 12 million and $ 18 million, respectively. (b) Restricted Stock Unit Awards RSU awards vest subject to the satisfaction of service requirements. Expense related to each RSU award is recognized on a straight-line basis over the requisite service period of the entire award. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. The grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant. The weighted average grant date fair value per share for RSUs granted during the years ended December 31, 2020, 2021 and 2022 were $ 6.32 , $ 8.71 and $ 11.28 , respectively. The Company’s RSU awards include the unvested outstanding phantom units granted under the Antero Midstream Partners Long Term Incentive Plan that was assumed by the Company on March 12, 2019, and converted into 1.8926 RSUs under the AM LTIP representing a right to receive shares of the Company’s common stock for each converted phantom unit (all such RSUs, the “Converted AM RSU Awards”). The Converted AM RSU Awards are accounted for as if they are distributed by Antero Midstream F-22 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) Partners to Antero Resources. Therefore, the expense related to the Converted AM RSU Awards is subject to allocation by Antero Resources. A summary of the RSU awards activity, which includes the Converted AM RSU Awards, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ Number ​ Grant Date ​ ​ of Units Fair Value ​ Total AM LTIP RSUs awarded and unvested—December 31, 2021 ​ 3,573,377 ​ $ 8.11 ​ Granted ​ 2,750,896 ​ ​ 11.28 ​ Vested ​ ( 1,269,848 ) ​ ​ 8.35 ​ Forfeited ​ ( 177,167 ) ​ ​ 9.43 ​ Total AM LTIP RSUs awarded and unvested—December 31, 2022 ​ 4,877,258 ​ $ 9.79 ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022, unamortized expense of $ 34 million related to the unvested RSUs is expected to be recognized over a weighted average period of approximately 2.2 years. (c) Performance Share Unit Awards 2019 Performance Share Unit Awards In 2019, the Company granted performance share units (“PSUs”) to certain of its employees and executive officers that vest based on the Company’s actual return on invested capital (“ROIC”) (as defined in the award agreement) over a three-year period as compared to a targeted ROIC (“2019 ROIC PSUs”). The number of shares of the Company’s common stock that could be earned with respect to the 2019 ROIC PSUs ranged from zero to 200 % of the target number of the 2019 ROIC PSUs originally granted. The grant date fair value of these awards was based on the closing price of the Company’s common stock on the date of the grant, assuming target achievement of the performance condition. Expense related to the 2019 ROIC PSUs was recognized based on the number of shares of the Company’s common stock that are expected to be issued at the end of the measurement period. During the year ended December 31, 2022, the performance condition for the 2019 ROIC PSU’s was met at 200 % of target and 137,712 target 2019 ROIC PSU’s converted into 275,424 shares of the Company’s common stock. As of December 31, 2022, there were no 2019 ROIC PSU’s outstanding. 2022 Performance Share Unit Awards In April 2022, the Company granted PSUs to certain of its executive officers that vest based on the Company’s actual ROIC (as defined in the aware agreement) over a three-year period concluding on December 31, 2024 as compared to a targeted ROIC (“2022 ROIC PSUs”). The number of shares of the Company’s common stock that can be earned with respect to the 2022 ROIC PSUs ranges from zero to 200 % of the target number of 2022 ROIC PSUs originally granted. The grant date fair value of these awards was based on the closing price of the Company’s common stock on the date of the grant, assuming target achievement of the performance condition. Expense related to the 2022 ROIC PSUs is recognized based on the number of shares of the Company’s common stock that are expected to be issued at the end of the measurement period, and such expense is reversed if the likelihood of achieving the performance condition decreases. The likelihood of achieving the performance conditions related to 2022 ROIC PSU awards was probable as of December 31, 2022. A summary of the PSU awards activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ Number ​ Grant Date ​ ​ of Units Fair Value ​ Total AM LTIP PSUs awarded and unvested—December 31, 2021 ​ 116,526 ​ $ 6.32 ​ Granted ​ 461,121 ​ ​ 11.05 ​ Vested ​ ( 137,712 ) ​ ​ 6.32 ​ Total AM LTIP PSUs awarded and unvested—December 31, 2022 ​ 439,935 ​ $ 11.28 ​ ​ As of December 31, 2022, there was $ 8 million of unamortized equity-based compensation expense related to unvested PSUs that is expected to be recognized over a weighted average period of 2.3 years. F-23 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (d) Cash Awards In January 2020, the Company granted cash awards of $ 2.2 million to certain executives under the AM LTIP that vest ratably over a period of up to three years . In July 2020, the Company granted additional cash awards of $ 0.7 million to certain non-executive employees under the AM LTIP that vest ratably over a period of four years . The compensation expense for these awards is recognized ratably over the applicable vesting period. As of December 31, 2021 and 2022, the Company has accrued $ 1.1 million and $ 0.5 million, respectively, in other liabilities in the consolidated balance sheet related to unvested cash awards. (11) Cash Dividends The Company paid cash dividends for the quarter indicated as follows (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends ​ Period Record Date Dividend Date Dividends per Share ​ Q4 2019 ​ January 31, 2020 ​ February 12, 2020 ​ $ 148,876 ​ $ 0.3075 ​ * ​ February 14, 2020 ​ February 14, 2020 ​ ​ 138 ​ ​ * ​ Q1 2020 ​ April 30, 2020 ​ May 12, 2020 ​ ​ 147,519 ​ ​ 0.3075 ​ * ​ May 15, 2020 ​ May 15, 2020 ​ ​ 137 ​ ​ * ​ Q2 2020 ​ July 30, 2020 ​ August 12, 2020 ​ ​ 146,664 ​ ​ 0.3075 ​ * ​ August 14, 2020 ​ August 14, 2020 ​ ​ 138 ​ ​ * ​ Q3 2020 ​ October 29, 2020 ​ November 12, 2020 ​ ​ 146,581 ​ ​ 0.3075 ​ * ​ November 16, 2020 ​ November 16, 2020 ​ ​ 137 ​ ​ * ​ ​ ​ Total 2020 ​ ​ ​ $ 590,190 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Q4 2020 ​ February 3, 2021 ​ February 11, 2021 ​ $ 147,194 ​ $ 0.3075 ​ * ​ February 16, 2021 ​ February 16, 2021 ​ ​ 138 ​ ​ * ​ Q1 2021 ​ April 28, 2021 ​ May 12, 2021 ​ ​ 108,799 ​ ​ 0.2250 ​ * ​ May 17, 2021 ​ May 17, 2021 ​ ​ 137 ​ ​ * ​ Q2 2021 ​ July 28, 2021 ​ August 11, 2021 ​ ​ 107,719 ​ ​ 0.2250 ​ * ​ August 16, 2021 ​ August 16, 2021 ​ ​ 138 ​ ​ * ​ Q3 2021 ​ October 27, 2021 ​ November 10, 2021 ​ ​ 107,459 ​ ​ 0.2250 ​ * ​ November 15, 2021 ​ November 15, 2021 ​ ​ 137 ​ ​ * ​ ​ ​ Total 2021 ​ ​ ​ $ 471,721 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Q4 2021 ​ January 26, 2022 ​ February 9, 2022 ​ $ 108,149 ​ $ 0.2250 ​ * ​ February 14, 2022 ​ February 14, 2022 ​ ​ 138 ​ ​ * ​ Q1 2022 ​ April 27, 2022 ​ May 11, 2022 ​ ​ 109,296 ​ ​ 0.2250 ​ * ​ May 16, 2022 ​ May 16, 2022 ​ ​ 137 ​ ​ * ​ Q2 2022 ​ July 27, 2022 ​ August 10, 2022 ​ ​ 107,675 ​ ​ 0.2250 ​ * ​ August 15, 2022 ​ August 15, 2022 ​ ​ 138 ​ ​ * ​ Q3 2022 ​ October 26, 2022 ​ November 9, 2022 ​ ​ 107,705 ​ ​ 0.2250 ​ * ​ November 14, 2022 ​ November 14, 2022 ​ ​ 137 ​ ​ * ​ ​ ​ Total 2022 ​ ​ ​ $ 433,375 ​ ​ ​ ​ * Dividends are paid in accordance with the terms of the Series A Preferred Stock (as defined below) as discussed in Note 12—Equity and Earnings Per Common Share. ​ On January 11, 2023, the Board announced the declaration of a cash dividend on the shares of AM common stock of $ 0.2250 per share for the quarter ended December 31, 2022. The dividend was paid on February 8, 2023 to stockholders of record as of January 25, 2023. The Company pays dividends (i) out of surplus or (ii) if there is no surplus, out of the net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, as provided under Delaware law. The Board also declared a cash dividend of $ 138 thousand on the shares of Series A Preferred Stock of Antero Midstream Corporation that was paid on February 14, 2023 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 12—Equity and Earnings Per Common Share. As of December 31, 2022, there were dividends in the amount of $ 69 thousand accumulated in arrears on the Company’s Series A Preferred Stock. F-24 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) ​ (12) Equity and Earnings Per Common Share (a) Preferred Stock The Board authorized 100,000,000 shares of preferred stock on March 12, 2019, and issued 10,000 shares of preferred stock designated as " 5.5 % Series A Non-Voting Perpetual Preferred Stock" (the "Series A Preferred Stock"), to The Antero Foundation on that date. Dividends on the Series A Preferred Stock are cumulative from the date of original issue and payable in cash on the 45 th day following the end of each fiscal quarter, or such other dates as the Board will approve, at a rate of 5.5 % per annum on (i) the liquidation preference per share of Series A Preferred Stock (as described below) and (ii) the amount of accrued and unpaid dividends for any prior dividend period on such share of Series A Preferred Stock, if any . At any time following the date of issue, in the event of a change of control, or at any time on or after March 12, 2029, the Company may redeem the Series A Preferred Stock at a price equal to $ 1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any shares of the Series A Preferred Stock are held by The Antero Foundation at the time of such redemption, the price for redemption of each share of Series A Preferred Stock will be the greater of (i) $ 1,000 per share, plus any accrued but unpaid dividends, and (ii) the fair market value of the Series A Preferred Stock. On or after March 12, 2029, the holder of each share of Series A Preferred Stock (other than The Antero Foundation) may convert such shares, at any time and from time to time, at the option of the holder into a number of shares of AM common stock equal to the conversion ratio in effect on the applicable conversion date, subject to certain limitations. The Series A Preferred Stock ranks senior to the AM common stock as to dividend rights, as well as with respect to rights upon liquidation, winding-up or dissolution of the Company. Holders of the Series A Preferred Stock do not have any voting rights in the Company, except as required by law, or any preemptive rights. (b) Weighted Average Shares Outstanding The following is a reconciliation of the Company’s basic weighted average shares outstanding to diluted weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) 2020 ​ 2021 2022 ​ Basic weighted average number of shares outstanding ​ ​ 478,278 ​ ​ 477,270 ​ ​ 478,232 ​ Add: Dilutive effect of RSUs ​ ​ — ​ ​ 1,201 ​ ​ 1,050 ​ Add: Dilutive effect of PSUs ​ ​ — ​ ​ 232 ​ ​ 91 ​ Add: Dilutive effect of Series A Preferred Stock ​ ​ — ​ ​ 1,033 ​ ​ 927 ​ Diluted weighted average number of shares outstanding ​ ​ 478,278 ​ ​ 479,736 ​ ​ 480,300 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of outstanding equity awards excluded from calculation of diluted earnings per common share (1): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs ​ ​ 1,812 ​ ​ 258 ​ ​ — ​ PSUs ​ ​ 148 ​ ​ — ​ ​ — ​ Series A Preferred Shares ​ ​ 1,297 ​ ​ — ​ ​ — ​ (1) The potential dilutive effects of these awards were excluded from the computation of earnings (loss) per common shares, assuming dilution because the inclusion of these awards would have been anti-dilutive. (c) Earnings Per Common Share Earnings per common share—basic for each period is computed by dividing the net income or loss attributable to the Company by the basic weighted average number of shares outstanding during the period. Earnings per common share—assuming dilution for each period is computed after giving consideration to the potential dilution from outstanding equity awards, calculated using the treasury stock method. During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive. ​ F-25 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands, except per share amounts) 2020 ​ 2021 2022 ​ Net income (loss) ​ $ ( 122,527 ) ​ ​ 331,617 ​ ​ 326,242 ​ Less preferred stock dividends ​ ​ ( 550 ) ​ ​ ( 550 ) ​ ​ ( 550 ) ​ Net income (loss) available to common shareholders ​ $ ( 123,077 ) ​ ​ 331,067 ​ ​ 325,692 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share–basic ​ $ ( 0.26 ) ​ ​ 0.69 ​ ​ 0.68 ​ Net income (loss) per share–diluted ​ $ ( 0.26 ) ​ ​ 0.69 ​ ​ 0.68 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding–basic ​ ​ 478,278 ​ ​ 477,270 ​ ​ 478,232 ​ Weighted average common shares outstanding–diluted ​ ​ 478,278 ​ ​ 479,736 ​ ​ 480,300 ​ ​ ​ ​ (13) Fair Value Measurement (a) Goodwill The Company estimated the fair value of its assets in performing its goodwill impairment analysis. The Company utilized a combination of approaches to determine fair value that included a discounted cash flow approach, comparable company method and the market value approach. The Company used a weighted-average cost of capital of 18.0 % as of March 31, 2020 which was based on significant inputs not observable in the market, and thus represents a Level 3 measurement within the fair value hierarchy. (b) Property and Equipment The Company estimated the undiscounted future cash flow projections to assess its property and equipment for impairment. The carrying values of certain fresh water permanent buried pipelines and equipment and fresh water surface pipelines and equipment were deemed not recoverable. As a result, the carrying values have been reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs and a discount rate typical of third-party market participants of 19.0 % as of March 31, 2020, which is a Level 3 fair value measurement within the fair value hierarchy. (c) Contingent Acquisition Consideration In connection with Antero Resources’ contribution of Antero Water and certain water handling assets to Antero Midstream Partners in September 2015 (the “Water Acquisition”), Antero Midstream Partners agreed to pay Antero Resources (a) $ 125 million in cash if Antero Midstream Partners delivered 176,295,000 barrels or more of fresh water during the period between January 1, 2017 and December 31, 2019 and (b) an additional $ 125 million in cash if Antero Midstream Partners delivered 219,200,000 barrels or more of fresh water during the period between January 1, 2018 and December 31, 2020. This contingent consideration liability was valued based on Level 3 inputs related to expected average volumes and weighted average cost of capital. In January 2020, Antero Midstream Partners paid Antero Resources $ 125 million and, as of December 31, 2020, no additional contingent acquisition consideration was earned. (d) Senior Unsecured Notes As of December 31, 2021 and 2022 the fair value and carrying value of the Company’s senior unsecured notes were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2022 ​ (in thousands) ​ Fair Value (1) ​ Carrying Value (2) ​ Fair Value (1) ​ Carrying Value (2) ​ 2026 Notes ​ $ 604,450 ​ ​ 544,294 ​ ​ 556,985 ​ ​ 545,416 ​ 2027 Notes ​ ​ 672,750 ​ ​ 645,970 ​ ​ 612,365 ​ ​ 646,610 ​ 2028 Notes ​ ​ 680,225 ​ ​ 643,902 ​ ​ 601,575 ​ ​ 644,776 ​ 2029 Notes ​ ​ 783,750 ​ ​ 741,544 ​ ​ 685,650 ​ ​ 742,480 ​ Total ​ $ 2,741,175 ​ ​ 2,575,710 ​ ​ 2,456,575 ​ ​ 2,579,282 ​ (1) Fair values are based on Level 2 market data inputs. (2) Carrying values are presented net of unamortized debt issuance costs and debt premiums. F-26 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (e) Other Assets and Liabilities The carrying values of accounts receivable and accounts payable as of December 31, 2021 and 2022 approximated fair value because of their short-term nature. The carrying value of the amounts under the Credit Facility as of December 31, 2021 and 2022 approximated fair value because the variable interest rates are reflective of current market conditions. (14) Investments in Unconsolidated Affiliates (a) Summary of Investments in Unconsolidated Affiliates The Company has a 50 % equity interest in the Joint Venture to develop processing and fractionation assets with MarkWest, a wholly owned subsidiary of MPLX, LP. The Joint Venture was formed to develop processing and fractionation assets in Appalachia. MarkWest operates the Joint Venture assets, which consist of processing plants in West Virginia and a one -third interest in two MarkWest fractionators in Ohio. The Company also has a 15 % equity interest in a gathering system of Stonewall, which operates a 67 -mile pipeline on which Antero Resources is an anchor shipper. The Company’s net income (loss) includes its proportionate share of the net income of the Joint Venture and Stonewall. When the Company records its proportionate share of net income, it increases equity income in the consolidated statements of operations and comprehensive income and the carrying value of that investment on its balance sheet. When distributions on the Company’s proportionate share of net income are received, they are recorded as reductions to the carrying value of the investment on the balance sheet and are classified as cash inflows from operating activities in accordance with the nature of the distribution approach under FASB ASC Topic 230, Statement of Cash Flows . The Company uses the equity method of accounting to account for its investments in Stonewall and the Joint Venture because it exercises significant influence, but not control, over the entities. The Company’s judgment regarding the level of influence over its equity investments includes considering key factors such as its ownership interest, representation on the applicable Board of Directors and participation in policy-making decisions of Stonewall and the Joint Venture. The following table is a reconciliation of the Company’s investments in these unconsolidated affiliates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Investment ​ ​ ​ ​ ​ MarkWest ​ in Unconsolidated ​ (in thousands) Stonewall ​ Joint Venture Affiliates ​ Balance as of December 31, 2020 ​ $ 137,632 ​ ​ 584,846 ​ ​ 722,478 ​ Additional investments ​ ​ — ​ ​ 2,070 ​ ​ 2,070 ​ Equity in earnings of unconsolidated affiliates (1) ​ ​ 6,560 ​ ​ 83,891 ​ ​ 90,451 ​ Distributions from unconsolidated affiliates ​ ​ ( 13,620 ) ​ ​ ( 105,370 ) ​ ​ ( 118,990 ) ​ Balance as of December 31, 2021 ​ ​ 130,572 ​ ​ 565,437 ​ ​ 696,009 ​ Equity in earnings of unconsolidated affiliates (1) ​ ​ 7,558 ​ ​ 86,660 ​ ​ 94,218 ​ Distributions from unconsolidated affiliates ​ ​ ( 12,015 ) ​ ​ ( 108,445 ) ​ ​ ( 120,460 ) ​ Return of investment in unconsolidated affiliate ​ ​ — ​ ​ ( 17,000 ) ​ ​ ( 17,000 ) ​ Balance as of December 31, 2022 ​ $ 126,115 ​ ​ 526,652 ​ ​ 652,767 ​ (1) As adjusted for the amortization of the difference between the cost of the equity investments in Stonewall and the Joint Venture and the amount of the underlying equity in the net assets of Stonewall and the Joint Venture as of March 12, 2019. ​ F-27 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) (b) Summarized Financial Information of Unconsolidated Affiliates The following tables present summarized financial information for the Company’s investments in unconsolidated affiliates: Combined Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ (in thousands) 2021 ​ 2022 ​ Current assets ​ $ 74,704 ​ ​ 74,852 ​ Noncurrent assets ​ ​ 1,602,093 ​ ​ 1,517,349 ​ Total assets ​ $ 1,676,797 ​ ​ 1,592,201 ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ $ 8,375 ​ ​ 5,453 ​ Noncurrent liabilities ​ ​ 4,827 ​ ​ 4,427 ​ Noncontrolling interest ​ ​ 161,842 ​ ​ 154,100 ​ Partners' capital ​ ​ 1,501,753 ​ ​ 1,428,221 ​ Total liabilities and partners' capital ​ $ 1,676,797 ​ ​ 1,592,201 ​ ​ Statements of Combined Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (in thousands) 2020 2021 2022 ​ Revenues ​ $ 321,880 ​ ​ 333,565 ​ ​ 357,730 ​ Operating expenses ​ ​ 122,660 ​ ​ 130,080 ​ ​ 153,383 ​ Income from operations ​ ​ 199,220 ​ ​ 203,485 ​ ​ 204,347 ​ Net income attributable to unconsolidated affiliates, including noncontrolling interest ​ ​ 230,564 ​ ​ 236,444 ​ ​ 248,458 ​ Net income attributable to unconsolidated affiliates ​ ​ 238,991 ​ ​ 245,256 ​ ​ 257,458 ​ ​ ​ (15) Contingencies ​ The Company is currently involved in a consolidated lawsuit with Veolia Water Technologies, Inc. (“Veolia”) relating to the Clearwater Facility. On March 13, 2020, Antero Treatment, a wholly owned subsidiary of the Company, filed suit against Veolia in the district court of Denver County, Colorado, asserting claims of fraud, breach of contract and other related claims. Antero Treatment alleges that Veolia failed to meet its contractual obligations to design and build a “turnkey” wastewater disposal facility under a Design/Build Agreement dated August 18, 2015 (the “DBA”), and that Veolia fraudulently concealed certain miscalculations and design flaws during contract negotiations and continued to conceal and fraudulently misrepresent the impact of certain design changes post-execution of the DBA. On March 13, 2020, Veolia filed a separate suit against the Company, Antero Resources, and certain of the Company’s wholly owned subsidiaries (collectively, the “Antero Defendants”) in Denver County, Colorado. In its lawsuit, Veolia asserted breach of contract and equitable claims against the Antero Defendants for alleged failures under the DBA. Veolia’s suit was consolidated into the action filed by Antero Treatment. Veolia and the Antero Defendants each filed partial motions to dismiss and motions for summary judgment directed at certain claims asserted by the opposing party. A bench trial on the remaining claims was held from January 24 through February 10, 2022 and concluded on February 24, 2022. At trial, Antero Treatment sought damages from Veolia of approximately $ 450 million, which represents the Company’s out-of-pocket costs associated with the Clearwater Facility project. In the alternative, Antero Treatment sought damages related to multiple breaches of the DBA, totaling approximately $ 370 million. Also at trial, Veolia sought monetary damages of approximately $ 118 million, including alleged delay and extra-contractual costs and a contract balance relating to an allegation that Antero Defendants improperly terminated the DBA. On January 3, 2023, the Court found that Antero Treatment had prevailed on its claims for breach of contract and fraud, and awarded approximately $ 242 million in damages to Antero Treatment, plus pre- and post-judgment interest and reasonable costs and attorneys’ fees. The Court also found in Antero Defendants’ favor on all of Veolia’s affirmative claims. On January 27, 2023 the F-28 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) Court entered judgment in favor of Antero Treatment in the amount of $ 309,183,975 in damages, which includes pre-judgment interest. Antero was also awarded costs and attorneys’ fees, the amount of which will be determined in separate proceedings. The judgment remains subject to appeal and applicable post-judgment proceedings. (16) Reportable Segments ​ The Company’s operations, which are located in the United States, are organized into two reportable segments: (i) gathering and processing and (ii) water handling. These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Management evaluates the performance of the Company’s business segments based on operating income. Interest expense is primarily managed and evaluated on a consolidated basis. Gathering and Processing The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in West Virginia and Ohio. The gathering and processing segment also includes equity in earnings from the Company’s investments in the Joint Venture and Stonewall. Water Handling The Company’s water handling segment includes two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways. Portions of these water handling systems are also utilized to transport flowback and produced water. The water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments to transport water throughout the systems used to deliver water for Antero Resources’ well completions. The summarized operating results of the Company’s reportable segments are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2020 ​ ​ ​ Gathering and ​ Water ​ ​ ​ Consolidated ​ (in thousands) Processing Handling Unallocated (1) ​ Total ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue–Antero Resources ​ $ 711,459 ​ ​ 259,932 ​ ​ — ​ ​ 971,391 ​ Amortization of customer relationships ​ ​ ( 37,086 ) ​ ​ ( 33,586 ) ​ ​ — ​ ​ ( 70,672 ) ​ Total revenues ​ ​ 674,373 ​ ​ 226,346 ​ ​ — ​ ​ 900,719 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct operating ​ ​ 56,508 ​ ​ 108,878 ​ ​ — ​ ​ 165,386 ​ General and administrative ​ ​ 29,899 ​ ​ 14,184 ​ ​ 8,130 ​ ​ 52,213 ​ Facility idling ​ ​ — ​ ​ 15,219 ​ ​ — ​ ​ 15,219 ​ Depreciation ​ ​ 57,300 ​ ​ 51,490 ​ ​ — ​ ​ 108,790 ​ Impairment of property and equipment ​ ​ 947 ​ ​ 97,232 ​ ​ — ​ ​ 98,179 ​ Impairment of goodwill ​ ​ 575,461 ​ ​ — ​ ​ — ​ ​ 575,461 ​ Accretion of asset retirement obligations ​ ​ — ​ ​ 180 ​ ​ — ​ ​ 180 ​ Loss on asset sale ​ ​ 2,689 ​ ​ 240 ​ ​ — ​ ​ 2,929 ​ Total operating expenses ​ ​ 722,804 ​ ​ 287,423 ​ ​ 8,130 ​ ​ 1,018,357 ​ Operating loss ​ $ ( 48,431 ) ​ ​ ( 61,077 ) ​ ​ ( 8,130 ) ​ ​ ( 117,638 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in earnings of unconsolidated affiliates ​ $ 86,430 ​ ​ — ​ ​ — ​ ​ 86,430 ​ Additions to property and equipment ​ $ 157,931 ​ ​ 38,793 ​ ​ — ​ ​ 196,724 ​ (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. ​ F-29 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2021 ​ ​ ​ Gathering and ​ Water ​ ​ ​ Consolidated ​ (in thousands) Processing Handling Unallocated (1) ​ Total ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue–Antero Resources ​ $ 749,737 ​ ​ 218,621 ​ ​ — ​ ​ 968,358 ​ Revenue–third-party ​ ​ — ​ ​ 516 ​ ​ — ​ ​ 516 ​ Amortization of customer relationships ​ ​ ( 37,086 ) ​ ​ ( 33,586 ) ​ ​ — ​ ​ ( 70,672 ) ​ Total revenues ​ ​ 712,651 ​ ​ 185,551 ​ ​ — ​ ​ 898,202 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct operating ​ ​ 65,983 ​ ​ 91,137 ​ ​ — ​ ​ 157,120 ​ General and administrative ​ ​ 36,380 ​ ​ 22,817 ​ ​ 4,641 ​ ​ 63,838 ​ Facility idling ​ ​ — ​ ​ 3,997 ​ ​ — ​ ​ 3,997 ​ Depreciation ​ ​ 59,692 ​ ​ 49,098 ​ ​ — ​ ​ 108,790 ​ Impairment of property and equipment ​ ​ 4,608 ​ ​ 434 ​ ​ — ​ ​ 5,042 ​ Accretion of asset retirement obligations ​ ​ — ​ ​ 460 ​ ​ — ​ ​ 460 ​ Loss on asset sale ​ ​ 3,628 ​ ​ — ​ ​ — ​ ​ 3,628 ​ Total operating expenses ​ ​ 170,291 ​ ​ 167,943 ​ ​ 4,641 ​ ​ 342,875 ​ Operating income ​ $ 542,360 ​ ​ 17,608 ​ ​ ( 4,641 ) ​ ​ 555,327 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in earnings of unconsolidated affiliates ​ $ 90,451 ​ ​ — ​ ​ — ​ ​ 90,451 ​ Additions to property and equipment ​ $ 186,588 ​ ​ 46,237 ​ ​ — ​ ​ 232,825 ​ (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ ​ ​ Gathering and ​ Water ​ ​ ​ Consolidated ​ (in thousands) Processing Handling Unallocated (1) ​ Total ​ Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue–Antero Resources ​ $ 743,265 ​ ​ 244,770 ​ ​ — ​ ​ 988,035 ​ Revenue–third-party ​ ​ — ​ ​ 2,622 ​ ​ — ​ ​ 2,622 ​ Amortization of customer relationships ​ ​ ( 37,086 ) ​ ​ ( 33,586 ) ​ ​ — ​ ​ ( 70,672 ) ​ Total revenues ​ ​ 706,179 ​ ​ 213,806 ​ ​ — ​ ​ 919,985 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct operating ​ ​ 75,889 ​ ​ 104,365 ​ ​ — ​ ​ 180,254 ​ General and administrative ​ ​ 38,972 ​ ​ 17,495 ​ ​ 5,658 ​ ​ 62,125 ​ Facility idling ​ ​ — ​ ​ 4,166 ​ ​ — ​ ​ 4,166 ​ Depreciation ​ ​ 81,390 ​ ​ 50,372 ​ ​ — ​ ​ 131,762 ​ Impairment of property and equipment ​ ​ 1,130 ​ ​ 2,572 ​ ​ — ​ ​ 3,702 ​ Accretion of asset retirement obligations ​ ​ — ​ ​ 222 ​ ​ — ​ ​ 222 ​ Loss on settlement of asset retirement obligations ​ ​ — ​ ​ 539 ​ ​ — ​ ​ 539 ​ Gain on asset sale ​ ​ ( 2,120 ) ​ ​ ( 131 ) ​ ​ — ​ ​ ( 2,251 ) ​ Total operating expenses ​ ​ 195,261 ​ ​ 179,600 ​ ​ 5,658 ​ ​ 380,519 ​ Operating income ​ $ 510,918 ​ ​ 34,206 ​ ​ ( 5,658 ) ​ ​ 539,466 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in earnings of unconsolidated affiliates ​ $ 94,218 ​ ​ — ​ ​ — ​ ​ 94,218 ​ Additions to property and equipment, net ​ $ 227,561 ​ ​ 71,363 ​ ​ — ​ ​ 298,924 ​ (1) Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. ​ F-30 Table of Contents ANTERO MIDSTREAM CORPORATION Notes to Consolidated Financial Statements (Continued) The summarized total assets of the Company’s reportable segments are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2022 ​ Gathering and Processing ​ ​ ​ ​ ​ ​ ​ $ 4,450,939 ​ ​ 4,711,069 ​ Water Handling ​ ​ ​ ​ ​ ​ ​ ​ 1,092,122 ​ ​ 1,079,297 ​ Unallocated (1) ​ ​ ​ ​ ​ ​ ​ ​ 940 ​ ​ 954 ​ Total assets ​ ​ ​ ​ ​ ​ ​ $ 5,544,001 ​ ​ 5,791,320 ​ (1) Certain assets that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis. ​ ​ ​ F-31