What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-14 compared with 2023-02-15 · 297 added, 326 removed, 882 unchanged (41% of the section changed)

19 unchanged sentences

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;

● 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.

disclosure regarding foreign jurisdictions that prevent inspections

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001-38075) filed on March 12, 2019).

Amended and Restated Bylaws of Antero Midstream Corporation, dated February 14, 2023.

Certificate of Amendment to Certificate of Incorporation of Antero Midstream Corporation, dated June 8, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on June 8, 2023).

Amended and Restated Bylaws of Antero Midstream Corporation, dated February 14, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K (Commission File No.

001-38075) filed on February 15, 2023).

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.

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001-38075) filed on March 12, 2019).

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.

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 (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)

1 unchanged sentence

001-38075) filed on November 10, 2020).

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).

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended.

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.

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001-38075) filed on June 8, 2021).

Indenture, dated as of January 16, 2024, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Computer Trust Company, N.A., 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 January 16, 2024).

Form of 6.625% Senior Note due 2032 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No.

001-38075) filed on January 16, 2024).

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.

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001-38075) filed on February 12, 2020).

Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

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 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).

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001-38075) filed on May 1, 2019).

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).

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.

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333-200111) filed on November 12, 2014).

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).

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.

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001-38075) filed on July 27, 2022).

Form of Stock Award Grant Notice and Stock Award Agreement (Form for Non-Employee Directors) 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 26, 2023).

Stockholders’ Agreement, dated as of October 9, 2018, by and among Antero Midstream GP LP, Arkrose Subsidiary Holdings LLC, Paul M.

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Section 1350).

Antero Midstream Corporation Incentive Compensation Recovery Policy.

The following financial information from this Form 10-K of Antero Midstream Corporation for the year ended December 31, 2023, 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.

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (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.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Stockholders’ Equity

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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 have audited the accompanying consolidated balance sheets of Antero Midstream Corporation and subsidiaries (the Company) as of December 31, 2022 and 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, 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, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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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.

Evaluation of impairment triggering events for long-lived assets

As discussed in Note 2 to the consolidated financial statements, the Company evaluates property and equipment (collectively, long-lived assets) for impairment whenever events or changes in circumstances indicate that the related carrying values may not be recoverable (triggering events).

The carrying value of property and equipment as of December 31, 2023 was $4 billion.

We identified the evaluation of impairment triggering events for long-lived assets as a critical audit matter.

A higher degree of subjective auditor judgment was required to assess whether events or changes in circumstances indicate carrying values may not be recoverable.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of an internal control related to the long-lived assets impairment process.

This included a control related to the Company’s process to identify and assess impairment triggering events for long-lived assets and the underlying quantitative data used to perform the analysis.

We evaluated the Company’s identification of impairment triggering events for long-lived assets and responses to the factors considered by:

● evaluating overall macro-economic conditions

● analyzing historical financial results for long-lived assets to identify significant degradations in the related cash flows

● evaluating the minimum volume commitments with Antero Resources Corporation and their impact on the recoverability of the long-lived assets

● examining external information on certain of the Company’s customers’ drilling plans to assess continued development.

We have served as the Company’s auditor since 2016.

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Current assets:

Cash and cash equivalents

Accounts receivable–Antero Resources

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Long-term debt

Deferred income tax liability

Deferred income tax liability, net

Total liabilities

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Additional paid-in capital

Retained earnings (accumulated deficit)

Retained earnings

Total stockholders' equity

2 unchanged sentences

ANTERO MIDSTREAM CORPORATION

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

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Impairment of property and equipment

Impairment of goodwill

Accretion of asset retirement obligations

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Total operating expenses

Operating income (loss)

Operating income

Other income (expense):

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Total other expense

Income (loss) before income taxes

Income tax benefit (expense)

Net income (loss) and comprehensive income (loss)

Net income (loss) per share–basic

Net income (loss) per share–diluted

Income before income taxes

Income tax expense

Net income and comprehensive income

Net income per common share–basic

Net income per common share–diluted

Weighted average common shares outstanding:

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

Repurchases and retirement of common stock

Net loss and comprehensive loss

Net income and comprehensive income

Balance at December 31, 2021

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Cash flows provided by (used in) operating activities:

Net income (loss)

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

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

Accretion of asset retirement obligations

Payment of contingent consideration in excess of acquisition date fair value

Deferred income tax expense (benefit)

Impairment of property and equipment

Deferred income tax expense

Equity-based compensation

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Cash flows provided by (used in) investing activities:

Additions to gathering systems and facilities

Additions to gathering systems, facilities and other

Additions to water handling systems

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Acquisition of gathering systems and facilities

Cash received in asset sale

Cash received in asset sales

Change in other assets

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Cash flows provided by (used in) financing activities:

Dividends to stockholders

Dividends to common stockholders

Dividends to preferred stockholders

Repurchases of common stock

Issuance of senior notes

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Payments of deferred financing costs

Borrowings (repayments) on bank credit facilities, net

Payment of contingent acquisition consideration

Borrowings on Credit Facility

Repayments on Credit Facility

( 1,079,700 )

( 1,034,500 )

( 1,189,600 )

Employee tax withholding for settlement of equity compensation awards

Net cash used in financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

11 unchanged sentences

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 corporate headquarters is located in Denver, Colorado.

The Company’s gathering and processing assets consist 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.

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See Note 14—Investments in Unconsolidated Affiliates.

The Company’s corporate headquarters is located in Denver, Colorado.

(2) Summary of Significant Accounting Policies

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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).

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, 2022 and December 31, 2023, and the results of the Company’s operations and its cash flows for the years ended December 31, 2021, 2022 and 2023.

The Company has no items of other comprehensive income;

therefore, net income is equal to comprehensive income.

Certain costs of doing business incurred and charged to the Company by Antero Resources have been reflected in the accompanying consolidated financial statements.

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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

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 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.

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).

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.

Use of Estimates

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The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments.

From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash and cash equivalents.

The Company classifies book overdrafts in accounts payable within its consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity within its consolidated statements of cash flows.

As of December 31, 2022, the book overdrafts included within accounts payable were $ 3 million.

As of December 31, 2023, there were no book overdrafts.

Property and Equipment

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When assets are placed into service, management makes estimates with respect to useful lives and salvage values that management believes are reasonable.

The Company reviews the estimated useful lives of its assets to determine if any changes are necessary as circumstances warrant.

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.

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See Note 6— Property and Equipment for further information on property and equipment impairments.

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.

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See Note 6— Property and Equipment for further information on asset acquisitions.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

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.

Intangible Assets

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.

The Company recognizes deferred income 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 income 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 income 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.

Asset Retirement Obligations

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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.

During the year ended December 31, 2021, the Company commenced closure and reclamation operations on the landfill, and such closure and reclamation operations were substantially completed during the year ended December 31, 2023.

Asset retirement obligations are recorded for water impoundments and wastewater pits when an abandonment date is identified.

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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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

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.

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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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2022 and December 31, 2023, the Company had not recorded any liabilities for litigation, environmental or other contingencies.

(k) 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.

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 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.

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.

Costs allocated from Antero Resources were offset to additional paid in capital on the consolidated balance sheet.

After the first quarter of 2023, the process of allocating equity-based compensation costs from Antero Resources to the Company ended.

See Note 4—Transactions with Affiliates for additional information regarding Antero Resources’ allocation of expenses to the Company.

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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.

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.

See Note 10—Equity-Based Compensation.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Fair Value Measures

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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.

The carrying values on the consolidated balance sheets 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.

See Note 13—Fair Value Measurement.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Investments in Unconsolidated Affiliates

The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of such companies.

See Note 14—Investments in Unconsolidated Affiliates.

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.

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

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.

Recently Adopted Accounting Standard

Recently Adopted or Issued Accounting Standards

In December 2019, the FASB issued ASU No.

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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

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

In November 2023, the FASB issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses.

This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

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

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

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others.

This ASU is effective for annual reporting periods beginning after December 15, 2024, although early adoption is permitted.

ASU 2023-07 should be applied on a prospective basis, although retrospective application is permitted.

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

(3) Intangibles

All customer relationships are subject to amortization and are amortized over a weighted-average period of 18 years , which reflects the remaining economic life of the relationships as of December 31, 2023.

The Company recorded amortization expense of $ 71 million for each of the years ended December 31, 2021, 2022 and 2023.

The carrying amount of customer relationships were as follows:

(in thousands)

Gross carrying value of customer relationships

Accumulated amortization of customer relationships

Customer relationships

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

(in thousands)

Goodwill as of December 31, 2019

Impairment of goodwill

Goodwill as of December 31, 2020

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

Amortization of customer relationships

Customer relationships as of December 31, 2020

Amortization of customer relationships

Customer relationships as of December 31, 2021

Amortization of customer relationships

Customer relationships as of December 31, 2022

Future amortization expense is as follows (in thousands):

Future amortization expense as of December 31, 2023 is as follows (in thousands):

Year ending December 31, 2024

4 unchanged sentences

(4) Transactions with Affiliates

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.

Substantially all revenues earned during the years ended December 31, 2021, 2022 and 2023 were earned from Antero Resources, under various agreements for gathering and compression and water handling services.

Revenues earned from gathering and compression services consist of lease income.

Accounts receivable—Antero Resources and Accounts payable—Antero Resources

2 unchanged sentences

Allocation of Costs Charged by Antero Resources

The employees supporting the Company’s operations are concurrently employed by Antero Resources and the

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

The employees supporting the Company’s operations are concurrently employed by Antero Resources and the Company.

Direct operating expense includes costs charged to the Company of $ 9 million, $ 14 million and $ 18 million during the years ended December 31, 2021, 2022 and 2023, respectively.

4 unchanged sentences

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.

The Company reimburses Antero Resources directly for all general and administrative costs charged to it, except costs attributable to noncash equity-based compensation.

For further information on equity-based compensation, see Note 10—Equity-Based Compensation.

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.

The Company earned substantially all of its revenues from Antero Resources.

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.

(i) the 2019 gathering and compression agreement, (ii) the Marcellus gathering and compression agreement and (iii) the Utica compression agreement.

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

Upon expiration of the Marcellus gathering and compression service agreement 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.

The Company also has an option to gather and compress natural gas produced by Antero Resources on any additional undedicated acreage it acquires during the term of the 2019 gathering and

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

compression agreement outside of West Virginia, Ohio and Pennsylvania on the same terms and conditions as the 2019 gathering and compression agreement.

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.

The 2019 gathering and compression agreement included a growth incentive fee program whereby low pressure gathering fees would be reduced from 2020 through 2023 to the extent Antero Resources achieved certain quarterly volumetric targets during such time.

Antero Resources’ throughput gathered under gathering and compression agreements acquired with the Crestwood assets was not considered in the low pressure gathering volume targets.

For the years ended December 31, 2021, 2022 and 2023, Antero Resources earned fee rebates of $ 12 million, $ 48 million and $ 52 million, respectively.

The growth incentive fee rebate program expired on December 31, 2023.

Under the gathering and compression agreements, the Company receives, where applicable, a low pressure gathering fee, a high pressure gathering fee and a compression fee, substantially all of which are subject to annual CPI-based adjustments (or, in the case of the 2019 gathering and compression agreement, the option in certain cases to elect a cost of service fee when such assets are placed in-service).

In addition, under the 2019 gathering and compression agreement, 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 assets and has the right to direct the use of the assets.

Each set of assets in an agreement is 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-

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

elapsed measures.

The gathering and compression agreements include certain fixed fee provisions.

The non-lease components consist of operating, oversight and maintenance of the gathering systems, which are performed on time-elapsed measures.

The 2019 gathering and compression agreement and the Marcellus gathering and compression agreement includes 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 .

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

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.

5 unchanged sentences

The Company is not party to any leases that have not commenced.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Minimum future lease cash flows to be received by the Company under the gathering and compression agreements as of December 31, 2023 are as follows (in thousands):

18 unchanged sentences

The Company invoices the customer after the third-party provider billing is received, and payment is due in the same month.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Transaction Price Allocated to Remaining Performance Obligations

1 unchanged sentence

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;

Under this 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.

The Company also performs water services for third-party customers, and such 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.

2 unchanged sentences

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

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

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.

See Note 16—Reportable Segments for additional information on reportable segments.

Year Ended December 31,

32 unchanged sentences

Water Handling

(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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(1) Revenue related to the gathering and processing segment is classified as lease income related to the gathering and compression systems.

The Company’s receivables from its contracts with customers and operating leases as of December 31, 2022 and December 31, 2023 were $ 86 million and $ 89 million, respectively.

(6) Property and Equipment

(a) Summary of Property and Equipment

Property and equipment, net consisted of the following items:

(in thousands)

10 unchanged sentences

(1) Gathering systems and facilities are recognized as a single-leased asset with no residual value.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(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.

These assets included 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.

These assets included 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.

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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(7) Income Taxes

Income tax expense (benefit) consisted of the following:

Income tax expense consisted of the following:

Year Ended December 31,

(in thousands)

Current income tax expense (benefit)

Deferred income tax expense (benefit)

Total income tax expense (benefit)

Current income tax benefit

Deferred income tax expense

Total income tax expense

Income tax expense differs from the amount that would be computed by applying the U.S.

2 unchanged sentences

(in thousands)

Federal income tax expense (benefit)

State income tax expense (benefit), net of federal effect

Federal income tax expense

State income tax expense, net of federal effect

Equity-based compensation

Carryback of NOLs

Change in valuation allowance

Total income tax expense (benefit)

Total income tax expense

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:

The tax effect of the temporary differences giving rise to net deferred income tax assets and liabilities is as follows:

(in thousands)

Deferred tax assets:

Deferred income tax assets:

NOL carryforwards

1 unchanged sentence

Charitable contributions

Total deferred tax asset

Total deferred income tax assets

Valuation allowance

Net deferred tax asset

Deferred tax liabilities:

Deferred income tax assets, net

Deferred income tax liability:

Investment in Antero Midstream Partners

Total deferred tax liability

Net deferred tax liability

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.

Total deferred income tax liability

Deferred income tax liability, net

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

In assessing the realizability of the deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will be realized based on a more-likely-than-not standard of judgment.

The ultimate realization of deferred income 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.

Based upon the projections of future taxable income over the periods in which the deferred income tax assets are deductible, management believed that the Company will not realize the benefits of certain of these deductible differences related to charitable contributions.

As such, as of December 31, 2022 and 2023, the Company has recorded a valuation allowance of $ 3 million.

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.

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 IRS or state revenue authorities.

As of December 31, 2022 and 2023, the Company did not have any uncertain tax positions.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2023, the Company has U.S.

federal and state NOL carryforwards before the effect of income taxes of $ 428 million and $ 496 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.

During the year ended December 31, 2023, the audit of the Company’s 2019 tax year was closed by the IRS with no adjustments.

Tax years 2020 through 2023 remain open to examination by the IRS.

The Company and its subsidiaries file tax returns with various state taxing authorities and those returns remain open to examination for tax years 2019 through 2023.

(8) Long-Term Debt

The Company’s long-term debt is as follows:

Long-term debt consisted of the following items:

(in thousands)

9 unchanged sentences

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;

Antero Midstream Partners, an indirect, wholly owned subsidiary of Antero Midstream Corporation, as borrower (the “Borrower”), has a Credit Facility with a consortium of banks.

On October 26, 2021, the Company entered into an amended and restated Credit Facility, which is secured by mortgages on substantially all of the Borrower’s and its subsidiaries’ properties.

Lender commitments under the Credit Facility were $ 1.25 billion as of December 31, 2022 and December 31, 2023.

The Credit Facility 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.

3 unchanged sentences

The Borrower was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2022 and 2023.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

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).

7 unchanged sentences

No letters of credit under the Credit Facility were outstanding as of December 31, 2022 and 2023.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

5.375 % Senior Notes Due 2024

8 unchanged sentences

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.

Antero Midstream Partners may redeem all or part of the 2026 Notes at any time at redemption prices ranging from 103.938 % currently to 100.00 % on or after May 15, 2025.

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.

5 unchanged sentences

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.

Antero Midstream Partners may redeem all or part of the 2027 Notes at any time at redemption prices ranging from 101.917 % currently to 100.00 % 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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(e) 5.75 % Senior Notes Due 2028

3 unchanged sentences

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.

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.

Antero Midstream Partners may redeem all or part of the 2028 Notes at any time at redemption prices ranging from 102.875 % currently to 100.00 % on or after January 15, 2026.

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 2028 Notes at a price equal to 101 % of the principal amount of the 2028 Notes, plus accrued and unpaid interest.

5.375 % Senior Notes Due 2029

13 unchanged sentences

During the years ended December 31, 2021, 2022 and 2023, all of the Company’s assets and operations are attributable to the Issuers and its guarantors.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Subsequent Event

Issuance of 2032 Notes

On January 16, 2024, the Issuers issued $ 600 million in aggregate principal amount of 6.625 % senior notes due February 1, 2032 at par.

The 2032 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2032 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 2032 Notes is payable on February 1 and August 1 of each year.

Antero Midstream Partners may redeem all or part of the 2032 Notes at any time on or after February 1, 2027 at redemption prices ranging from 103.313 % on or after February 1, 2027 to 100.00 % on or after February 1, 2029.

In addition, prior to February 1, 2027, Antero Midstream Partners may redeem up to 35 % of the aggregate principal amount of the 2032 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 106.625 % of the principal amount of the 2032 Notes, plus accrued and unpaid interest.

At any time prior to February 1, 2027, Antero Midstream Partners may also redeem the 2032 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2032 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 2032 Notes will have the right to require Antero Midstream Partners to repurchase all or a portion of the 2032 Notes at a price equal to 101 % of the principal amount of the 2032 Notes, plus accrued and unpaid interest.

(9) Accrued Liabilities

6 unchanged sentences

Total accrued liabilities

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(10) Equity-Based Compensation and Cash Awards

(10) Equity-Based Compensation

(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.

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.

Antero Midstream’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to additional paid in capital.

Equity-based compensation expense allocated to Antero Midstream from Antero Resources was $ 2.1 million, $ 0.4 million and less than $ 0.1 million for the years ended December 31, 2021, 2022 and 2023, respectively, which includes expense related to the Converted AM RSU Awards (as defined below).

All grants made prior to March 12, 2019 were fully amortized and vested during 2023.

Therefore, there will be no further allocation of equity-based compensation expense from Antero Resources to the Company.

The Company does not reimburse Antero Resources for noncash equity compensation allocated to it for awards issued under the AR LTIP.

1 unchanged sentence

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 AM LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, other stock-

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

based awards, cash awards and substitute awards.

The terms and conditions of the awards granted are established by the compensation committee of the Board.

15 unchanged sentences

The weighted average grant date fair value per share for RSUs granted during the years ended December 31, 2021, 2022 and 2023 were $ 8.71 , $ 11.28 and $ 10.59 , 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

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:

The Company’s RSU awards included the unvested outstanding phantom units granted under the Antero Midstream Partners Long Term Incentive Plan which were 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 were accounted for as if they were distributed by Antero Midstream Partners to Antero Resources.

Therefore, the expense related to the Converted AM RSU Awards was subject to allocation by Antero Resources.

All remaining Converted AM RSU Awards vested during the year ended December 31, 2023.

A summary of the RSU awards activity, which included the Converted AM RSU Awards, is as follows:

Weighted Average

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Total AM LTIP RSUs awarded and unvested—December 31, 2023

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.

As of December 31, 2023, unamortized equity-based compensation expense of $ 41 million related to the unvested RSUs is expected to be recognized over a weighted average period of 1.8 years.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

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”).

In April 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.

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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”).

In April 2022, the Company granted PSUs to certain of its employees and executive officers that vest based on the Company’s actual ROIC (as defined in the award 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.

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The likelihood of achieving the performance conditions related to 2022 ROIC PSU awards was probable as of December 31, 2023.

In March 2023, the Company granted PSUs to certain of its employees and executive officers that vest based on the Company’s actual ROIC (as defined in the award agreement) over a three-year period concluding on December 31, 2025 as compared to a targeted ROIC (“2023 ROIC PSUs”).

The number of shares of the Company’s common stock that can be earned with respect to the 2023 ROIC PSUs ranges from zero to 200 % of the target number of 2023 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 2023 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 2023 ROIC PSU awards was probable as of December 31, 2023.

The grant date fair value per share for PSUs granted during the years ended December 31, 2022 and 2023 were $ 11.05 and $ 10.58 , respectively.

There were no PSUs granted during the year ended December 31, 2021.

A summary of the PSU awards activity is as follows:

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Total AM LTIP PSUs awarded and unvested—December 31, 2023

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.

As of December 31, 2023, unamortized equity-based compensation expense of $ 12 million related to the unvested PSUs is expected to be recognized over a weighted average period of 1.9 years.

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

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Dividend Date

January 31, 2020

February 3, 2021

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February 16, 2021

April 28, 2021

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November 15, 2021

February 3, 2021

January 26, 2022

February 9, 2022

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November 14, 2023

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.

Dividends are paid in accordance with the terms of the Series A Preferred Stock (as defined below) as discussed in Note 12—Equity and Net Income Per Common Share.

On January 10, 2024, 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, 2023.

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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.

The Board also declared a cash dividend of $ 137,500 on the shares of Series A Preferred Stock of Antero Midstream that was paid on February 14, 2024 in accordance with the terms of the Series A Preferred Stock, which are discussed in Note 12—Equity and Net Income Per Common Share.

As of December 31, 2023, there were dividends in the amount of $ 68,750 accumulated in arrears on the Company’s Series A Preferred Stock.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(12) Equity and Earnings Per Common Share

(12) Equity and Net Income 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.

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 .

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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:

(b) Weighted Average Common Shares Outstanding

The following is a reconciliation of the Company’s basic weighted average common shares outstanding to diluted weighted average common shares outstanding:

Year Ended December 31,

(in thousands)

Basic weighted average number of shares outstanding

Basic weighted average number of common shares outstanding

Dilutive effect of RSUs

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Dilutive effect of Series A Preferred Stock

Diluted weighted average number of shares outstanding

Weighted average number of outstanding equity awards excluded from calculation of diluted earnings per common share (1):

Series A Preferred Shares

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.

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.

Diluted weighted average number of common shares outstanding

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

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

Net income 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 common shares outstanding during the period.

Net income per common share—diluted for each period is computed after giving consideration to the potential dilution from outstanding equity awards, calculated using the treasury stock method.

During periods in which the Company incurs a net loss, diluted weighted average common shares outstanding are equal to basic weighted average common shares outstanding because the effect of all equity awards is anti-dilutive.

ANTERO MIDSTREAM CORPORATION

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(in thousands, except per share amounts)

Net income (loss)

Less preferred stock dividends

Net income (loss) available to common shareholders

Net income (loss) per share–basic

Net income (loss) per share–diluted

Net income available to common shareholders

Net income per common share–basic

Net income per common share–diluted

Weighted average common shares outstanding–basic

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(13) Fair Value Measurement

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.

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:

(a) Senior Unsecured Notes

The fair value and carrying value of the Company’s Notes is as follows:

December 31, 2022

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(2) Carrying values are presented net of unamortized debt issuance costs and debt premiums.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(e) Other Assets and Liabilities

(b) Other Assets and Liabilities

The carrying values of accounts receivable and accounts payable as of December 31, 2022 and 2023 approximated fair value because of their short-term nature.

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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.

The Company’s net income 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 Company uses the equity method of accounting to account for its investments in the Joint Venture and Stonewall because it exercises significant influence, but not control, over the entities.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

The following table is a reconciliation of the Company’s investments in these unconsolidated affiliates:

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Balance as of December 31, 2021

Additional investments

Equity in earnings of unconsolidated affiliates (1)

Distributions from unconsolidated affiliates

Return of investment in unconsolidated affiliate

Balance as of December 31, 2022

Additional investments

Equity in earnings of unconsolidated affiliates (1)

Distributions from unconsolidated affiliates

Return of investment in unconsolidated affiliate

Balance as of December 31, 2023

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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(b) Summarized Financial Information of Unconsolidated Affiliates

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Net income attributable to unconsolidated affiliates

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(15) Contingencies

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(“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.

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 (the “Court”), 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.

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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.

At trial, Antero Treatment sought damages from Veolia of $ 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 $ 370 million.

Also at trial, Veolia sought monetary damages of $ 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 $ 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

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.

On January 27, 2023, the Court entered judgment in favor of Antero Treatment in the amount of $ 309 million in damages, which includes pre-judgment interest.

On April 10, 2023, the Court issued an order identifying an error in its previously entered judgment, and on May 3, 2023, the Court entered an amended final judgment in favor of Antero Treatment in the amount of $ 280 million in damages, which includes pre-judgment interest through April 30, 2023.

Antero Treatment was also awarded costs and attorneys’ fees, the amount of which will be determined in separate proceedings.

On May 26, 2023, Veolia filed a notice of appeal of the final judgment.

On June 9, 2023, Antero Treatment filed a notice of cross-appeal.

(16) Reportable Segments

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Interest expense is primarily managed and evaluated on a consolidated basis.

(a) Summary of Reportable Segments

Gathering and Processing

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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.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

(b) Reportable Segments Financial Information

The summarized operating results of the Company’s reportable segments are as follows:

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Revenue–Antero Resources

Revenue–third-party

Amortization of customer relationships

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Impairment of property and equipment

Impairment of goodwill

Accretion of asset retirement obligations

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Total operating expenses

Operating loss

Operating income

Equity in earnings of unconsolidated affiliates

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Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Year Ended December 31, 2022

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Accretion of asset retirement obligations

Loss on asset sale

Loss on settlement of asset retirement obligations

Gain on asset sale

Total operating expenses

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Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

Year Ended December 31, 2023

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Loss on settlement of asset retirement obligations

Gain on asset sale

Loss (gain) on asset sale

Total operating expenses

1 unchanged sentence

Equity in earnings of unconsolidated affiliates

Additions to property and equipment, net

Additions to property and equipment

Certain expenses that are not directly attributable to gathering and processing and water handling are managed and evaluated on a consolidated basis.

ANTERO MIDSTREAM CORPORATION

Notes to Consolidated Financial Statements (Continued)

The summarized total assets of the Company’s reportable segments are as follows:

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

What changed 10-K

Item 9A. Controls and Procedures