Good day, and welcome to the Antero Midstream Third Quarter 2018 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded. I'd now like to turn the conference over to Mr. Michael Kennedy, Chief Financial Officer. Please go ahead.

Thank you for joining us for Antero Midstream's third quarter 2018 investor conference call. We'll spend a few minutes going through the financial and operating highlights, and then we'll open it up for Q&A. I would also like to direct you to the home page of our website at www.anteromidstream.com or www.anteromidstreamgp.com, where we have provided a separate earnings call presentation that will be reviewed during today's call. Before we start our comments, I would first like to remind you that, during this call, Antero management will make forward-looking statements. Such statements are based on our current judgments regarding factors that will impact the future performance of Antero Resources, Antero Midstream and AMGP and are subject to a number of risks and uncertainties, many of which are beyond Antero's control. Actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Today's call may also contain certain non-GAAP financial measures. Please refer to our earnings press release for important disclosures regarding such measures, including reconciliations to the most comparable GAAP financial measures. Joining me on the call today are Paul Rady, Chairman and CEO of Antero Resources and Antero Midstream; and Glen Warren, President and CFO of Antero Resources and President of Antero Midstream. I will now turn the call over to Paul.

Thanks Mike. Thank you to everyone for listening in to the call today. I'll begin my comments with highlights from our recently announced simplification transaction and AR's peer-leading margins. Mike will then walk through our third quarter 2018 results and long-term outlook. I'll begin my formal comments on slide number 3 titled, simplification transaction highlights, going through the numerous merits of the transaction. As you are aware on October 9, AMGP announced a definitive agreement to acquire in a stack and cash transaction. The transaction was truly a win-win-win across the Antero family. First, the transaction simplifies the midstream structure into one publicly traded entity and aligns all equity holders. New AM will be structured as a C-Corp without IDRs which we believe is the increasingly preferred structure by midstream investors. We expect the structure to broaden our investor base and importantly position Antero Midstream to be included in major equity indices in the future. In addition to the intangible benefits of structure and governance the transaction is immediately accretive to both AM and AMGP on a DCF per unit basis and averages double digit accretion through 2022 for both entities. AMGP shareholders will receive 42% immediate distribution accretion compared to the status quo 2019 AMGP target and AM public unit holders will receive a premium and will be more than made whole on their previously communicated distributions and growth profiles. Third, the transaction eliminates the IDRs reducing the pro-forma cost of equity capital. Eliminating the IRRs today helps to ensure that we do not miss out on any future growth opportunities both organic and third party. It allows us to compete for larger scale projects with other entities that have already eliminated their IDRs, structured as a corporation for both tax and governance purposes, the transaction significantly enhances governance…

Thank you, Paul. I'll first touch on the distributions for AM and AMGP for the third quarter beginning on slide number 7 titled, track record of delivering growth. We recently announced an AM distribution of $0.44 per unit a 29% increase year-over-year and a 6% increase sequentially. The third quarter distribution at AM was the fifteenth consecutive distribution increase since its IPO, all of which have represented growth of 28% to 30% on an annualized basis since 2014, which is an incredible achievement. AM's DCF coverage ratios average 1.4 times since the IPO, well in excess of the IPO DCF coverage target of 1.15 times. Additionally, AMGP announced a distribution of 14.4 cents per share, a 144% increase compared to the prior year quarter and a 15% increase sequentially. The AMGP distribution was the fifth consecutive distribution increase since its IPO in May of 2017. As Paul mentioned before the accretion in the simplification transaction allows us to continue this peer-leading growth and more than key poll are AM public you know holders on their distributions on the previously provided growth targets. Now let's move on to the third quarter operational results beginning with slide number 8 titled, high growth year-over-year midstream throughput. All of our gathering, compression, processing and fractionation volumes represented record highs for AM during the third quarter of 2018. Starting in the top left portion of the page, low pressure gathering volumes were 2.2 Bcf per day in the third quarter, which represents a 37% increase from the prior year quarter. Compression volumes during the quarter averaged 1.8 Bcf per day, a 45% increase compared to the prior year quarter. Compression capacity was 80% utilized during the quarter. Joint Venture gross processing volumes averaged just over 600 million per day, a 65% increase compared to the…

Hey guys, it's John Mackay on for Spiro. First one, hi, even talking about getting more involved downstream for a while now, obviously, the MPLX JV was a great first step, but just kind of wondering what the kind of next steps to look at - look like and kind of what the gating factors might be there?

Yeah, that's still an objective longer-term, certainly, and I think part of the delay in doing anything there has been the delay in some of the projects and just watching how the takeaway universe comes together for like with, so just hasn't been actionable, I guess, at this point in time and hopefully it will be down the road.

That's fair. And just a follow-up, on the AR call, talked about kind of upstream consolidation Northeast from midstream we saw Blue Racer this morning, just wondering your thoughts kind of on if we can see any more midstream kind of Northeast consolidation?

I think you will continue to see some, I think it will go somewhat hand in hand with the upstream consolidation, we expect to see some more of that. So, yeah, that's something we certainly look at. In addition, to our organic growth also looking at acquisition opportunities, we haven't done anything like that today, but we will continue to launch. Our filter is pretty tight, because we would only want to do something that where our molecules impact the assets on the midstream side and those are a little bit more difficult to find, but we continue to look.

All right, that's fair. Thanks guys.

Thank you.

And our next questioner today will be Tim Howard with Stifel. Please go ahead.

Hi. Thanks for taking the question. Can we have an update on the water treatment facility and maybe utilization in 4Q and any 2019 expectations?

Yeah, our design on the water facility has been - that it would be performing at 40,000 barrels a day and we're still in the commissioning phase where it's up and down we've processed as much as 40,000 barrels a day, but we're still working out some of the project.

Got it and if that continues into 2019, would it risk any of the gathering and processing business at all or just AR's growth in general?

No, it doesn't have any impact on that. It would just have a slight material impact to the EBITDA in 2019, but doesn't affect any of the gatherings.

Okay, got it. And then pivoting to the pro forma entity, how should we think about 2019 distribution growth? Should we anticipate like onetime step up in that ratable growth thereafter for like the first quarter pro forma? Or should we anticipate kind of ratable growth throughout?

No, that's right. So we came out with a $1.24 distribution per unit in 2019 expectations, let's starts from the first quarter with $0.28 per share and then it's the 28% to 30% growth off of that and for total of $1.24.

Got it and then last one, coming onto inclusion into major indices following the transactions closed. Are there any other boxes that need to be checked for that consideration?

We check all the boxes, the one I think that we're close on, but it should be there in 2019 as 30% above the float outstanding but we're very close on that one as well. So by the time the indices would consider including us I think we would take all of the boxes.

Okay, great, alright. Thanks for taking the questions.

Thank you.

And our next questioner today will be Ned Baramov with Wells Fargo. Please go ahead.

Hi. Thanks for taking the question, maybe just going back on your water business. Could you talk about water usage per well, I think we have been an upward trajectory for this metric since you acquired the business from AR, and I think that's been driven by longer laterals, increases in completion stages, which in turn drives higher usage of proppant water per foot. But are there any lengths or lateral lengths or water usage per foot that could be treated as the limits beyond which returns would diminish based on what you know today?

Yeah, you're right, Ned. We've been increasing on that. We're actually fairly consistent in Q3 in that kind of 40 barrel that kind of seems where we've shaken out and that's based on a 2,000 pound of sand completion, the lateral feet has increased as well, we're up an average around the 10,000 feet per lateral that we're actually - the wells we're completing right now. So those are all picked up but our guidance is always based on that 2,000 pound sand per foot and based on the lateral length that AR provides us and its 46 - excuse me, 44 barrels of water per foot on average for the program, and that's been consistent. The other thing I would note is that where we've been on the upper end of the actual number of wells that we service from a freshwater perspective in 2018 our initial guidance range was 150 to 160 wells being completed. We're on the high end of that guidance range, so more around 160 wells for the year. So that's also added to the improved performance and improved EBITDA from the freshwater business.

And Ned, as far - Ned, as your question on - would we - as we go to longer and longer laterals would we change those proportions of sand and water? And the answer is no. We've gone sideways out towards 15,000 feet in the Marcellus and 17,000 in the Utica, but we - from what we've done so far, we've used our same formula, our same designs in terms of sand per foot and water per foot and we've seen productivity that is - that doesn't diminish as you go longer and longer that you also spread [ph] per1000 there the same, so we probably be applying the same design. So the answer is even as we go longer and longer it'll still be about the same amounts of sand and water proportionately.

Okay. That's great. And then maybe looking at 2019 is the 150 to 160 wells still a good number?

Yeah, it's very close to that. Yes.

Okay. Thanks. And maybe one more if I may, just talk about the importance of maintaining the integrated upstream and midstream relationship, so given some of your peers have elected to pursue a different route where midstream is an independent operation, would you consider pursuing third-party opportunities a little bit more aggressively?

Yeah, it depends on the opportunity, of course, as Glen was mentioning, we strategically like to think about opportunities where the upstream touches the midstream and of course that's to keep out the volume risk we know from the upstream side how - what the volumes would be through the midstream infrastructure, so we still stick with that. We do have third-party opportunities. So far they're more on the water side, which would be definitely accretive. I'm not sure you'd see us going out there and competing with other third stream - third-party midstream where we're paying high multiples to service somebody else. So we're pretty conscious that it's a highly competitive market and oftentimes midstream companies overpay in order to be able to provide services for people, so we look at it, but we don't see it as quite as attractive as servicing AR.

Great, that's all I had. Thank you.

Thanks.

And this will conclude our question-and-answer session. I would now like to turn the conference back over to Michael Kennedy for any closing remarks.

Thank you for joining us on our call today. If you have any further questions, please feel free to reach out to us. Thanks again.

The conference is now concluded. Thank you all for attending today's presentation and you may now disconnect.