Antero Midstream and AMGP Report Fourth Quarter and Full Year 2017 Financial and Operating Results

DENVER, Feb. 13, 2018 /PRNewswire/ -- Antero Midstream Partners LP (NYSE: AM) ("Antero Midstream" or the "Partnership") and Antero Midstream GP LP (NYSE: AMGP) ("AMGP") today released their fourth quarter and full year 2017 financial and operating results. The relevant consolidated financial statements are included in Antero Midstream's and AMGP's Annual Reports on Form 10-K for the year ended December 31, 2017, which have been filed with the Securities and Exchange Commission.

Antero Midstream Fourth Quarter 2017 Highlights Include:

    --  GAAP net income decreased by 13% to $64 million, or $0.22 per limited
        partner unit compared to the prior year quarter
    --  Adjusted net income increased by 19% to $88 million, or $0.34 per
        limited partner unit compared to the prior year quarter
    --  Adjusted EBITDA increased by 13% to $142 million compared to the prior
        year quarter
    --  Distributable Cash Flow ("DCF") increased by 14% to $117 million
        resulting in DCF coverage of 1.3x
    --  Distributions were $0.365/unit, a 30% increase compared to the prior
        year quarter and the Partnership's twelfth consecutive distribution
        increase since the November 2014 IPO
    --  Antero Midstream's corporate debt ratings have improved to Ba2/BB+/BBB-
        (Moody's/S&P/Fitch)

Antero Midstream Full Year 2017 Highlights Include:

    --  GAAP net income increased by 30% to $307 million, or $1.28 per limited
        partner unit compared to the prior year
    --  Adjusted net income increased by 40% to $331 million, or $1.40 per
        limited partner unit compared to the prior year
    --  Adjusted EBITDA increased by 31% to $529 million compared to the prior
        year
    --  Distributable Cash Flow increased by 19% to $421 million resulting in
        DCF coverage of 1.3x
    --  Debt to trailing twelve months Adjusted EBITDA was 2.3x with $1.0
        billion of liquidity

Antero Midstream GP LP Fourth Quarter 2017 Highlights Include:

    --  Distributions increased to $0.075/share, a 27% increase sequentially and
        the second consecutive distribution increase since the May 2017 IPO
    --  Long-term distribution per share targets from 2018 through 2020 were
        increased by 20%, as compared to previously provided targets, due to the
        announced reduction in the U.S. federal corporate tax rate from 35% to
        21%

Commenting on the 2017 results and outlook for Antero Midstream, Paul Rady, Chairman and CEO said, "Antero Midstream had another successful year executing its organic growth strategy and expanding its operations downstream into processing and fractionation. We expect to continue this momentum into 2018 having recently brought online the Sherwood 9 processing plant, which expands the processing and fractionation Joint Venture's total processing capacity to 600 MMcf/d. This full midstream value chain strategy positions Antero Midstream to deliver on its attractive, peer-leading, long-term distribution growth targets supported by its five year organic project backlog of $2.7 billion."

Mr. Rady further added, "Antero Midstream continues to benefit from the improving financial strength of Antero Resources, which has taken significant steps over the last year to improve its balance sheet and free cash flow profile. Antero Resources is at an inflection point where going forward it is positioned to fully fund its five year development plan with operating cash flow, ultimately de-risking the growth profile of Antero Midstream."

For a discussion of the non-GAAP financial measures adjusted net income, Adjusted EBITDA, Distributable Cash Flow, and net debt please see "Non-GAAP Financial Measures."

Antero Midstream Fourth Quarter Financial Results

Low pressure gathering volumes for the fourth quarter of 2017 averaged 1,711 MMcf/d, a 12% increase as compared to the fourth quarter of 2016. Low pressure gathering volumes were negatively impacted by lower than expected production in the Utica due to the delayed in-service date of the Rover Pipeline. Compression volumes for the fourth quarter of 2017 averaged 1,355 MMcf/d, a 47% increase as compared to the fourth quarter of 2016 as a result of placing new compression stations in service throughout 2017 totaling approximately 600 MMcf/d of incremental capacity. High pressure gathering volumes for the fourth quarter of 2017 averaged 1,842 MMcf/d, a 28% increase from the fourth quarter of 2016. High pressure gathering volumes were in excess of low pressure gathering volumes due to Antero Resources' temporary use of an Antero Midstream owned high pressure line to avoid downstream pipeline constraints. The increase in gathering and compression volumes was driven by production growth from Antero Resources in Antero Midstream's area of dedication. Fresh water delivery volumes averaged 149 MBbl/d during the quarter, in line with the fourth quarter of 2016.

Gross processing volumes from our processing and fractionation joint venture with MarkWest (a wholly-owned subsidiary of MPLX) (the "Joint Venture"), averaged 425 MMcf/d, for the fourth quarter of 2017, an increase of 16% compared to the third quarter of 2017. Gross Joint Venture fractionation volumes averaged 9,096 Bbl/d, a 41% increase sequentially.


                                              Three Months Ended

                                                 December 31,
                                                 ------------

    Average Daily Volumes:                      2016               2017 % Change
                                                ----               ---- --------

    Low Pressure Gathering (MMcf/d)            1,522              1,711      12%

    Compression (MMcf/d)                         920              1,355      47%

    High Pressure Gathering (MMcf/d)           1,437              1,842      28%

    Fresh Water Delivery (MBbl/d)                150                149     (1)%

    Gross Joint Venture Processing (MMcf/d)        -               425        *

    Gross Joint Venture Fractionation (Bbl/d)      -             9,096        *


    ______________________________

    *            Not applicable.  Antero Midstream has a 50% interest in the Joint Venture,
                 which was formed in February 2017.

For the three months ended December 31, 2017, the Partnership reported revenues of $210 million, comprised of $106 million from the Gathering and Processing segment and $104 million from the Water Handling and Treatment segment. Revenues increased 26% compared to the prior year quarter, driven by growth in throughput volumes. Water Handling and Treatment segment revenues include $54 million from wastewater handling and high rate water transfer services provided to Antero Resources, which are billed at cost plus 3%.

Direct operating expenses for the Gathering and Processing, and Water Handling and Treatment segments were $11 million and $59 million, respectively, for a total of $70 million compared to $37 million in direct operating expenses in the prior year quarter. Water Handling and Treatment direct operating expenses include $53 million from wastewater handling and high rate water transfer services. General and administrative expenses including equity-based compensation were $15 million, a $1 million increase compared to the fourth quarter of 2016. General and administrative expenses excluding equity-based compensation were $8 million during the fourth quarter of 2017, in line with the fourth quarter of 2016. Total operating expenses were $143 million, including $31 million of depreciation, $23 million of impairment of property and equipment and $4 million of accretion of contingent acquisition consideration.

Net income for the fourth quarter of 2017 was $64 million, a 13% decrease compared to the prior year quarter. The decrease in net income was driven by a $23 million non-cash impairment expense of the condensate pipelines in the Utica that are not expected to be utilized in Antero Midstream's high-graded infrastructure plan. Net income per limited partner unit was $0.22 per unit, a 41% decrease compared to the prior year quarter. Adjusted net income was $88 million, a 19% increase compared to the prior year quarter. Adjusted EBITDA was $142 million, a 13% increase compared to the prior year quarter. The increase in Adjusted EBITDA was primarily driven by increased natural gas throughput volumes and contribution from the Joint Venture. Adjusted EBITDA for the quarter included $10 million in distributions from Stonewall Gathering LLC and the processing and fractionation Joint Venture. Cash interest paid was $4 million. Cash reserved for bond interest during the quarter increased $9 million and cash reserved for payment of income tax withholding upon vesting of Antero Midstream equity-based compensation awards was $1 million. Maintenance capital expenditures during the quarter totaled $12 million and Distributable Cash Flow was $117 million, resulting in a DCF coverage ratio of 1.3x.

The following table reconciles net income to adjusted net income, Adjusted EBITDA and Distributable Cash Flow as used in this release (in thousands):


                                           Three months ended                 Years ended

                              December 31,                                  December 31,

                      2016                           2017     2016                   2017
                      ----                           ----     ----                   ----

    Net income                                    $73,351            $64,155                $236,703    $307,315

    Impairment of property
     and equipment                                      -            23,431                       -     23,431
                                                      ---            ------                     ---     ------

    Adjusted net income                           $73,351            $87,586                $236,703    $330,746
                                                  -------            -------                --------    --------

    Interest expense                                9,008             10,395                  21,893      37,557

    Depreciation expense                           25,761             30,958                  99,861     119,562

    Accretion of contingent
     acquisition
     consideration                                  6,105              3,804                  16,489      13,476

    Equity-based compensation                       6,683              6,847                  26,049      27,283

    Equity in earnings of
     unconsolidated
     affiliates                                     1,542            (7,307)                  (485)   (20,194)

    Distributions from
     unconsolidated
     affiliates                                     7,702             10,075                   7,702      20,195

    Gain on asset sale                            (3,859)                 -                (3,859)          -
                                                   ------                ---                 ------         ---

    Adjusted EBITDA                              $126,293           $142,358                $404,353    $528,625
                                                 --------           --------                --------    --------

    Interest paid                                 (1,743)           (4,136)               (13,494)   (46,666)

    Decrease (increase) in
     cash reserved for bond
     interest (1)                                (10,481)           (8,734)               (10,481)        291

    Income tax withholding
     upon vesting of Antero
     Midstream Partners LP
     equity-based
     compensation awards(2)                       (2,636)             (514)                (5,636)    (5,945)

    Cash distribution to be
     received from
     unconsolidated affiliate                     (2,998)                 -                      -          -

    Maintenance capital
     expenditures(3)                              (5,466)          (12,063)               (21,622)   (55,159)
                                                   ------            -------                 -------     -------

    Distributable Cash Flow                      $102,969           $116,911                $353,120    $421,146
                                                 ========           ========                ========    ========


    Distributions Declared to
     Antero Midstream Holders

    Limited Partners                               50,090             68,231                 182,559     247,132

    Incentive distribution
     rights                                         7,543             23,772                  16,945      69,720
                                                    -----             ------                  ------      ------

    Total Aggregate
     Distributions                                $57,633            $92,003                $199,504    $316,852
                                                  -------            -------                --------    --------


    DCF coverage ratio                              1.79x             1.27x                  1.78x      1.33x


    1)             Cash reserved for bond interest
                   expense on Antero Midstream's
                   5.375% senior notes outstanding
                   during the period that is paid on
                   a semi-annual basis on March 15th
                   and September 15th of each year.

    2)             Estimate of current period portion
                   of expected cash payment for
                   income tax withholding
                   attributable to vesting of
                   Midstream LTIP equity-based
                   compensation awards to be paid in
                   the fourth quarter.

    3)             Maintenance capital expenditures
                   represent the portion of our
                   estimated capital expenditures
                   associated with (i) the connection
                   of new wells to our gathering and
                   processing systems that we believe
                   will be necessary to offset the
                   natural production declines Antero
                   Resources will experience on all
                   of its wells over time, and (ii)
                   water delivery to new wells
                   necessary to maintain the average
                   throughput volume on our systems.

Gathering and Processing -- Antero Midstream expanded one of its Marcellus compression stations, adding an additional 25 MMcf/d of capacity during the fourth quarter of 2017. Antero Midstream's total compression capacity at year-end 2017 was 1.7 Bcf/d in the Marcellus and Utica combined, with utilization averaging 81% during the fourth quarter. Additionally, Antero Midstream connected 35 wells to its gathering system during the quarter. Antero Resources is currently operating six drilling rigs on Antero Midstream dedicated acreage.

Water Handling and Treatment -- Antero Midstream's Marcellus and Utica fresh water delivery systems serviced 32 well completions during the fourth quarter of 2017, a 9% decrease from the prior year quarter. Antero Resources is currently operating five completion crews on Antero Midstream dedicated acreage. Antero Midstream continued the commissioning process for the Antero Clearwater Facility during the fourth quarter of 2017.

Balance Sheet and Liquidity

As of December 31, 2017, Antero Midstream had $8 million in cash and $555 million drawn on its $1.5 billion bank credit facility, resulting in approximately $1.0 billion of liquidity. Antero Midstream's total debt and net debt to trailing twelve months Adjusted EBITDA was 2.3x as of December 31, 2017. For a reconciliation of consolidated net debt to consolidated total debt, the most comparable GAAP measure, please read "Non-GAAP Financial Measures."

Commenting on the balance sheet and credit strength, Michael Kennedy, CFO of Antero Midstream said, "Since its inception, Antero Midstream's strategy has always been to maintain a conservative leverage profile and strong distribution coverage. This is supported by the financial strength of our sponsor, long-term fee-based contracts and our just-in-time capital investment strategy. Recently, both Antero Resources and Antero Midstream were recently given a BBB- investment grade rating from Fitch and received an upgrade to BB+ from S&P Global. This further speaks to the Partnership's conservative financial profile and the confidence around the new five year infrastructure plan."

Capital Investments

Capital expenditures, excluding investments in the processing and fractionation joint venture, were $143 million in the fourth quarter of 2017 as compared to $126 million in the fourth quarter of 2016. Capital invested in gathering systems and related facilities was $91 million and capital invested in water handling and treatment assets was $52 million, including $26 million invested in the Antero Clearwater Facility. Investments in unconsolidated affiliates for the Joint Venture were $18 million during the quarter.

AMGP Fourth Quarter 2017 Financial Results

AMGP's equity in earnings from Antero Midstream Partners, which reflects the cash distributions from Antero Midstream, was $24 million for the fourth quarter of 2017. Net income for the fourth quarter of 2017 was $6 million. AMGP's cash distributions from Antero Midstream were $23 million for fourth quarter of 2017, net of $1 million of cash reserved for distributions on Series B units. General and administrative expenses were $0.3 million, provision for income taxes was $9 million, and tax benefit of cash reserved for distributions to Series B units was $0.4 million, resulting in cash available for distribution of $14 million.

The following table reconciles cash distributions from Antero Midstream and AMGP cash distribution per common share as presented in this release (in thousands):


                                                                                   Three Months
                                                                                       Ended
                                                                                December 31, 2017
                                                                                -----------------

    Cash distributions from Antero Midstream Partners LP                                          $23,772

    Cash reserved for distributions to Series B units of IDR LLC                                    (963)

    Cash distributions to Antero Midstream GP LP                                                  $22,809
                                                                                                  -------

    General and administrative expenses                                                             (279)

    Provision for income taxes                                                                    (8,924)

    Tax benefit of cash reserved for distributions to Series B units of IDR LLC                       369

    Cash available for distribution                                                               $13,975
                                                                                                  =======


    DCF coverage ratio                                                                               1.0x


    Common shares outstanding                                                                     186,182


    Cash distribution per common share                                                             $0.075
                                                                                                   ======

Conference Call

A joint conference call for Antero Midstream and AMGP is scheduled on Wednesday, February 14, 2018 at 10:00 am MT to discuss the quarterly and full year results. A brief Q&A session for security analysts will immediately follow the discussion of the results for the quarter. To participate in the call, dial in at 1-888-347-8204 (U.S.), 1-855-669-9657 (Canada), or 1-412-902-4229 (International) and reference "Antero Midstream". A telephone replay of the call will be available until Wednesday, February 21, 2018 at 10:00 am MT at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International) using the passcode 10114473.

Presentation

To access the live webcast and view the related earnings conference call presentation, visit Antero Midstream's website at www.anteromidstream.com or AMGP's website at www.anteromidstreamgp.com. The webcast will be archived for replay on Antero Midstream's website and AMGP's website until Wednesday, February 21, 2018 at 10:00 am MT. Information on Antero Midstream's website and AMGP's website does not constitute a portion of this press release.

Investor Access to 2017 10-K

Pursuant to Section 203.01 of the New York Stock Exchange Listed Company Manual, Antero Midstream and AMGP today announced that their respective Annual Reports on Form 10-K (the "10-Ks") for the fiscal year ended December 31, 2017, were filed with the Securities and Exchange Commission on February 13, 2018. A copy of Antero Midstream's 10-K, which includes the Partnership's complete audited financial statements, may be found on Antero Midstream's website, www.anteromidstream.com, by selecting the "Investor Relations" tab, then "SEC Filings." A copy of AMGP's 10-K, which includes AMGP's complete audited financial statements, may be found on AMGP's website, www.anteromidstreamgp.com, by selecting the "Investor Relations" tab, then "SEC Filings." Antero Midstream unitholders may receive hard copies of these documents free of charge by sending a written request to Antero Midstream Partners LP, 1615 Wynkoop Street, Denver, Colorado, 80202 AMGP's shareholders may receive hard copies of these documents free of charge by sending a written request to Antero Midstream GP LP, 1615 Wynkoop Street, Denver, Colorado, 80202.

Non-GAAP Financial Measures and Definitions

Antero Midstream views Adjusted EBITDA as an important indicator of the Partnership's performance. Antero Midstream defines Adjusted EBITDA as Net Income before interest expense, depreciation expense, impairment expense, accretion of contingent acquisition consideration, equity-based compensation expense, excluding equity in earnings of unconsolidated affiliates and including cash distributions from unconsolidated affiliates.

Antero Midstream uses Adjusted EBITDA to assess:

    --  the financial performance of the Partnership's assets, without regard to
        financing methods in the case of Adjusted EBITDA, capital structure or
        historical cost basis;
    --  its operating performance and return on capital as compared to other
        publicly traded partnerships in the midstream energy sector, without
        regard to financing or capital structure; and
    --  the viability of acquisitions and other capital expenditure projects.

The Partnership defines Distributable Cash Flow as Adjusted EBITDA less interest paid, income tax withholding payments and cash reserved for payments of income tax withholding upon vesting of equity-based compensation awards, cash reserved for bond interest and ongoing maintenance capital expenditures paid. Antero Midstream uses Distributable Cash Flow as a performance metric to compare the cash generating performance of the Partnership from period to period and to compare the cash generating performance for specific periods to the cash distributions (if any) that are expected to be paid to unitholders. Distributable Cash Flow does not reflect changes in working capital balances.

Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures. The GAAP measure most directly comparable to Adjusted EBITDA and Distributable Cash Flow is Net Income. The non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow should not be considered as alternatives to the GAAP measure of Net Income. Adjusted EBITDA and Distributable Cash Flow are not presentations made in accordance with GAAP and have important limitations as an analytical tool because they include some, but not all, items that affect Net Income and Adjusted EBITDA. You should not consider Adjusted EBITDA and Distributable Cash Flow in isolation or as a substitute for analyses of results as reported under GAAP. Antero Midstream's definition of Adjusted EBITDA and Distributable Cash Flow may not be comparable to similarly titled measures of other partnerships.

The Partnership defines adjusted net income as net income plus impairment expense. The Partnership believes that adjusted net income is useful to investors in evaluating operational trends of the Partnership and its performance relative to other partnerships. Adjusted net income is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for net income as an indicator of financial performance.

The Partnership defines consolidated net debt as consolidated total debt less cash and cash equivalents. Antero Midstream views consolidated net debt as an important indicator in evaluating the Partnership's financial leverage.

The following table reconciles consolidated total debt to consolidated net debt as used in this release (in thousands):


                                        December 31,

                                                2017
                                                ----


    Bank credit facility                               $555,000

    5.375% AM senior notes due 2024                     650,000

    Net unamortized debt issuance costs                 (9,000)
                                                         ------

    Consolidated total debt                          $1,196,000

    Cash and cash equivalents                           (8,363)
                                                         ------

    Consolidated net debt                            $1,187,637
                                                     ==========

Antero Midstream is a limited partnership that owns, operates and develops midstream gathering, compression, processing and fractionation assets as well as integrated water assets that primarily service Antero Resources Corporation's properties located in West Virginia and Ohio. Holders of Antero Midstream common units will receive a Schedule K-1 with respect to distributions received on the common units.

AMGP is a Delaware limited partnership that has elected to be classified as an entity taxable as a corporation for U.S. federal income tax purposes. Holders of AMGP common shares will receive a Form 1099 with respect to distributions received on the common shares. AMGP owns the general partner of Antero Midstream and indirectly owns the incentive distribution rights in Antero Midstream.

This release includes "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership's and AMGP's control. All statements, other than historical facts included in this release, are forward-looking statements. All forward-looking statements speak only as of the date of this release and are based upon a number of assumptions. Although the Partnership and AMGP each believe that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that the assumptions underlying these forward-looking statements will be accurate or the plans, intentions or expectations expressed herein will be achieved. For example, future acquisitions, dispositions or other strategic transactions may materially impact the forecasted or targeted results described in this release. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Nothing in this release is intended to constitute guidance with respect to Antero Resources.

Antero Midstream and AMGP caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the Partnership's and AMGP's control, incident to the gathering and processing and fresh water and waste water treatment businesses. These risks include, but are not limited to, Antero Resources' expected future growth, Antero Resources' ability to meet its drilling and development plan, commodity price volatility, ability to execute the Partnership's business strategy, competition and government regulations, actions taken by third-party producers, operators, processors and transporters, inflation, environmental risks, drilling and completion and other operating risks, regulatory changes, the uncertainty inherent in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under "Risk Factors" in Antero Midstream's Annual Report on Form 10-K for the year ended December 31, 2017.

For more information, contact Michael Kennedy - CFO of Antero Midstream and AMGP at (303) 357-6782 or mkennedy@anteroresources.com.


                                                                                             ANTERO MIDSTREAM PARTNERS LP

                                                                                              Consolidated Balance Sheets

                                                                                              December 31, 2016 and 2017

                                                                                                     (In thousands)


                                                                                                           December 31,
                                                                                                           ------------

                                                                                                                   2016              2017
                                                                                                                   ----              ----

                                                                                                     Assets

    Current assets:

    Cash and cash equivalents                                                                                                $14,042          8,363

    Accounts receivable-Antero Resources                                                                                      64,139        110,182

    Accounts receivable-third party                                                                                            1,240          1,170

    Prepaid expenses                                                                                                             529            670
                                                                                                                                 ---            ---

      Total current assets                                                                                                    79,950        120,385
                                                                                                                              ------        -------

    Property and equipment, net                                                                                            2,195,879      2,605,602

    Investments in unconsolidated affiliates                                                                                  68,299        303,302

    Other assets, net                                                                                                          5,767         12,920
                                                                                                                               -----         ------

    Total assets                                                                                                          $2,349,895      3,042,209
                                                                                                                          ==========      =========



                                                                                        Liabilities and Partners' Capital

    Current liabilities:

    Accounts payable                                                                                                         $16,979          8,642

    Accounts payable-Antero Resources                                                                                          3,193          6,459

    Accrued liabilities                                                                                                       61,641        106,006

    Other current liabilities                                                                                                    200            209
                                                                                                                                 ---            ---

      Total current liabilities                                                                                               82,013        121,316

    Long-term liabilities:

    Long-term debt                                                                                                           849,914      1,196,000

    Contingent acquisition consideration                                                                                     194,538        208,014

    Other                                                                                                                        620            410
                                                                                                                                 ---            ---

      Total liabilities                                                                                                    1,127,085      1,525,740
                                                                                                                           ---------      ---------


    Partners' capital:

    Common unitholders -public (70,020 units and 88,059 units issued and outstanding at
     December 31, 2016 and 2017, respectively)                                                                             1,458,410      1,708,379

    Common unitholder -Antero Resources (32,929 units and 98,870 units issued and
     outstanding at December 31, 2016 and 2017, respectively)                                                                 26,820      (215,682)

    Subordinated unitholder -Antero Resources (75,941 issued and outstanding at
     December 31, 2016)                                                                                                    (269,963)             -

    General partner                                                                                                            7,543         23,772
                                                                                                                               -----         ------

      Total partners' capital                                                                                              1,222,810      1,516,469
                                                                                                                           ---------      ---------

      Total liabilities and partners' capital                                                                             $2,349,895      3,042,209
                                                                                                                          ==========      =========


                                                                                ANTERO MIDSTREAM PARTNERS LP

                                                               Consolidated Statements of Operations and Comprehensive Income

                                                                       Three Months Ended December 31, 2016 and 2017

                                                                          (In thousands, except per unit amounts)


                                                                                                                                       Three Months Ended

                                                                                                                                        December 31,

                                                                                                                                     2016                     2017

    Revenue:

    Gathering and compression-Antero Resources                                                                                  $  84,312                  105,527

    Water handling and treatment-Antero Resources                                                                                  78,517                  104,805

    Gathering and compression-third party                                                                                             166                        -

    Gain on sale of assets                                                                                                          3,859                        -
                                                                                                                                    -----                      ---

      Total revenue                                                                                                               166,854                  210,332
                                                                                                                                  -------                  -------

    Operating expenses:

    Direct operating                                                                                                               36,636                   69,646

    General and administrative (including $6,683 and $6,847 of equity-based compensation in 2016 and 2017, respectively)           14,451                   15,250

    Impairment of property and equipment                                                                                                -                  23,431

    Depreciation                                                                                                                   25,761                   30,958

    Accretion of contingent acquisition consideration                                                                               6,105                    3,804
                                                                                                                                    -----                    -----

      Total operating expenses                                                                                                     82,953                  143,089
                                                                                                                                   ------                  -------

      Operating income                                                                                                             83,901                   67,243
                                                                                                                                   ------                   ------

    Interest expense, net                                                                                                         (9,008)                (10,395)

    Equity in earnings of unconsolidated affiliates                                                                               (1,542)                   7,307
                                                                                                                                   ------                    -----

    Net income and comprehensive income                                                                                            73,351                   64,155

    Net income attributable to incentive distribution rights                                                                      (7,557)                (23,772)
                                                                                                                                   ------                  -------

      Limited partners' interest in net income                                                                                  $  65,794                   40,383
                                                                                                                              ===  ======                   ======


      Net income per limited partner unit - basic and diluted                                                                   $    0.37                     0.22


      Weighted average limited partner units outstanding - basic                                                                  177,851                  186,788

      Weighted average limited partner units outstanding - diluted                                                                178,195                  187,122


                                                                                ANTERO MIDSTREAM PARTNERS LP

                                                               Consolidated Statements of Operations and Comprehensive Income

                                                                           Year Ended December 31, 2016 and 2017

                                                                          (In thousands, except per unit amounts)


                                                                                                                                Year Ended December 31,
                                                                                                                              -----------------------

                                                                                                                                                      2016      2017
                                                                                                                                                      ----      ----

    Revenue:

    Gathering and compression-Antero Resources                                                                                   $                 303,250   396,202

    Water handling and treatment-Antero Resources                                                                                                  282,267   376,031

    Gathering and compression-third party                                                                                                              835       264

    Gain on sale of assets                                                                                                                           3,859         -
                                                                                                                                                     -----       ---

      Total revenue                                                                                                                                590,211   772,497
                                                                                                                                                   -------   -------

    Operating expenses:

    Direct operating                                                                                                                               161,587   232,538

    General and administrative (including $26,049 and $27,283 of equity-based compensation in 2016 and 2017, respectively)                          54,163    58,812

    Impairment of property and equipment                                                                                                                 -   23,431

    Depreciation                                                                                                                                    99,861   119,562

    Accretion of contingent acquisition consideration                                                                                               16,489    13,476
                                                                                                                                                    ------    ------

      Total operating expenses                                                                                                                     332,100   447,819
                                                                                                                                                   -------   -------

      Operating income                                                                                                                             258,111   324,678
                                                                                                                                                   -------   -------

    Interest expense, net                                                                                                                         (21,893) (37,557)

    Equity in earnings of unconsolidated affiliates                                                                                                    485    20,194
                                                                                                                                                       ---    ------

    Net income and comprehensive income                                                                                                            236,703   307,315

    Net income attributable to incentive distribution rights                                                                                      (16,944) (69,720)
                                                                                                                                                   -------   -------

      Limited partners' interest in net income                                                                                   $                 219,759   237,595
                                                                                                                               ===                 =======   =======


      Net income per limited partner unit - basic and diluted                                                                    $                    1.24      1.28


      Weighted average limited partner units outstanding - basic                                                                                   176,647   185,630

      Weighted average limited partner units outstanding - diluted                                                                                 176,801   186,083


                                                               ANTERO MIDSTREAM PARTNERS LP

                                                        Consolidated Results of Segment Operations

                                                       Three Months Ended December 31, 2016 and 2017

                                                                       (In thousands)


                                                                                                     Water

                                         Gathering and                                 Handling and        Consolidated

                                           Processing                                    Treatment            Total
                                           ----------                                    ---------            -----

    Three months ended December 31, 2016

    Revenues:

    Revenue - Antero Resources                                               $84,312                                   78,517 162,829

    Revenue - third-party                                                        166                                        -    166

    Gain on sale of assets                                                     3,859                                        -  3,859
                                                                               -----                                      ---  -----

    Total revenues                                                            88,337                                   78,517 166,854
                                                                              ------                                   ------ -------


    Operating expenses:

    Direct operating                                                           7,531                                   29,105  36,636

    General and administrative (before
     equity-based compensation)                                                5,265                                    2,503   7,768

    Equity-based compensation                                                  4,812                                    1,871   6,683

    Depreciation                                                              17,837                                    7,924  25,761

    Accretion of contingent acquisition
     consideration                                                                 -                                   6,105   6,105
                                                                                 ---                                   -----   -----

    Total expenses                                                            35,445                                   47,508  82,953
                                                                              ------                                   ------  ------


    Operating income                                                         $52,892                                   31,009  83,901
                                                                             =======                                   ======  ======


    Segment and consolidated Adjusted
     EBITDA                                                                  $79,384                                   46,909 126,293


    Three months ended December 31, 2017

    Revenues:

    Revenue - Antero Resources                                              $105,527                                  104,805 210,332

    Total revenues                                                           105,527                                  104,805 210,332
                                                                             -------                                  ------- -------


    Operating expenses:

    Direct operating                                                          10,655                                   58,991  69,646

    General and administrative (before
     equity-based compensation)                                                5,365                                    3,038   8,403

    Equity-based compensation                                                  4,793                                    2,054   6,847

    Impairment of property and equipment                                      23,431                                        - 23,431

    Depreciation                                                              22,599                                    8,359  30,958

    Accretion of contingent acquisition
     consideration                                                                 -                                   3,804   3,804
                                                                                 ---                                   -----   -----

    Total expenses                                                            66,843                                   76,246 143,089
                                                                              ------                                   ------ -------


    Operating income                                                         $38,684                                   28,559  67,243
                                                                             =======                                   ======  ======


    Segment and consolidated Adjusted
     EBITDA                                                                  $99,582                                   42,776 142,358


                                                              ANTERO MIDSTREAM PARTNERS LP

                                                       Consolidated Results of Segment Operations

                                                          Year Ended December 31, 2016 and 2017

                                                                      (In thousands)


                                                                                                   Water

                                         Gathering and                                Handling and       Consolidated

                                           Processing                                   Treatment           Total
                                           ----------                                   ---------           -----

    Year ended December 31, 2016

    Revenues:

    Revenue - Antero Resources                                             $303,250                                 282,267 585,517

    Revenue - third-party                                                       835                                       -    835

    Gain on sale of assets                                                    3,859                                       -  3,859
                                                                              -----                                     ---  -----

    Total revenues                                                          307,944                                 282,267 590,211
                                                                            -------                                 ------- -------


    Operating expenses:

    Direct operating                                                         27,289                                 134,298 161,587

    General and administrative (before
     equity-based compensation)                                              20,118                                   7,996  28,114

    Equity-based compensation                                                19,714                                   6,335  26,049

    Depreciation                                                             69,962                                  29,899  99,861

    Accretion of contingent acquisition
     consideration                                                                -                                 16,489  16,489
                                                                                ---                                 ------  ------

    Total expenses                                                          137,083                                 195,017 332,100
                                                                            -------                                 ------- -------


    Operating income                                                       $170,861                                  87,250 258,111
                                                                           ========                                  ====== =======


    Segment and consolidated Adjusted
     EBITDA                                                                $264,380                                 139,973 404,353


    Year ended December 31, 2017

    Revenues:

    Revenue - Antero Resources                                             $396,202                                 376,031 772,233

    Revenue - third-party                                                       264                                       -    264
                                                                                ---                                     ---    ---

    Total revenues                                                          396,466                                 376,031 772,497
                                                                            -------                                 ------- -------


    Operating expenses:

    Direct operating                                                         39,251                                 193,287 232,538

    General and administrative (before
     equity-based compensation)                                              20,607                                  10,922  31,529

    Equity-based compensation                                                19,730                                   7,553  27,283

    Impairment of property and equipment                                     23,431                                       - 23,431

    Depreciation                                                             86,372                                  33,190 119,562

    Accretion of contingent acquisition
     consideration                                                                -                                 13,476  13,476
                                                                                ---                                 ------  ------

    Total expenses                                                          189,391                                 258,428 447,819
                                                                            -------                                 ------- -------


    Operating income                                                       $207,075                                 117,603 324,678
                                                                           ========                                 ======= =======


    Segment and consolidated Adjusted
     EBITDA                                                                $356,803                                 171,822 528,625


                                                                                           ANTERO MIDSTREAM PARTNERS LP

                                                                                              Selected Operating Data

                                                                                   Three Months Ended December 31, 2016 and 2017

                                                                                                  (In thousands)


                                                                                                                                                    Amount of

                                        Three Months Ended December 31,                              Increase                    Percentage
                                        -------------------------------

                                                                   2016                                    2017                    (Decrease)           Change
                                                                   ----                                    ----                     ---------           ------

                                                  ($ in thousands, except average realized fees)

    Revenue:

    Revenue - Antero Resources                                                            $162,829                                          210,332               47,503    29%

    Revenue - third-party                                                                      166                                                -               (166)     *

    Gain on sale of assets                                                                   3,859                                                -             (3,859)     *
                                                                                             -----                                              ---              ------

    Total revenue                                                                          166,854                                          210,332               43,478    26%
                                                                                           -------                                          -------               ------

    Operating expenses:

    Direct operating                                                                        36,636                                           69,646               33,010    90%

    General and administrative (before
     equity-based compensation)                                                              7,768                                            8,403                  635     8%

    Equity-based compensation                                                                6,683                                            6,847                  164     2%

    Impairment of property and
     equipment                                                                                   -                                          23,431               23,431      *

    Depreciation                                                                            25,761                                           30,958                5,197    20%

    Accretion of contingent acquisition
     consideration                                                                           6,105                                            3,804              (2,301) (38)%
                                                                                             -----                                            -----               ------

    Total operating expenses                                                                82,953                                          143,089               60,136    72%
                                                                                            ------                                          -------               ------

      Operating income                                                                      83,901                                           67,243             (16,658) (20)%
                                                                                            ------                                           ------              -------

    Interest expense                                                                       (9,008)                                        (10,395)             (1,387)   15%

    Equity in earnings of
     unconsolidated affiliates                                                             (1,542)                                           7,307                8,849   574%
                                                                                            ------                                            -----                -----

      Net income                                                                           $73,351                                           64,155              (9,196) (13)%
                                                                                           =======                                           ======               ======

    Adjusted EBITDA                                                                       $126,293                                          142,358               16,065    13%

    Operating Data:

    Gathering-low pressure (MMcf)                                                          140,052                                          157,373               17,321    12%

    Gathering-high pressure (MMcf)                                                         132,206                                          169,464               37,258    28%

    Compression (MMcf)                                                                      84,654                                          124,654               40,000    47%

    Fresh water delivery (MBbl)                                                             13,771                                           13,745                 (26)     *

    Wastewater handling (MBbl)                                                               2,981                                            4,227                1,246    42%

    Wells serviced by fresh water
     delivery                                                                                   35                                               32                  (3)  (9)%

    Gathering-low pressure (MMcf/d)                                                          1,522                                            1,711                  189    12%

    Gathering-high pressure (MMcf/d)                                                         1,437                                            1,842                  405    28%

    Compression (MMcf/d)                                                                       920                                            1,355                  435    47%

    Fresh water delivery (MBbl/d)                                                              150                                              149                  (1)  (1)%

    Wastewater handling (MBbl/d)                                                                32                                               46                   14    44%

    Average realized fees:

    Average gathering-low pressure fee
     ($/Mcf)                                                                                 $0.31                                             0.32                 0.01     3%

    Average gathering-high pressure
     fee ($/Mcf)                                                                             $0.19                                             0.19                    -     *

    Average compression fee ($/Mcf)                                                          $0.19                                             0.19                    -     *

    Average fresh water delivery fee
     ($/Bbl)                                                                                 $3.68                                             3.71                 0.03     1%

    Joint Venture Operating Data:

    Processing - Joint Venture (MMcf)                                                            -                                          39,124               39,124      *

    Fractionation -Joint Venture
     (MBbl)                                                                                      -                                             837                  837      *

    Processing - Joint Venture (MMcf/d)                                                          -                                             425                  425      *

    Fractionation -Joint Venture
     (MBbl/d)                                                                                    -                                               9                    9      *

    ________________________


    *           Not meaningful or applicable.



                                                                                        ANTERO MIDSTREAM PARTNERS LP

                                                                                          Selected Operating Data

                                                                                   Year Ended December 31, 2016 and 2017

                                                                                               (In thousands)


                                                                                                                                            Amount of

                                        Year Ended December 31,                              Increase                    Percentage
                                        -----------------------

                                                           2016                                    2017                    (Decrease)           Change
                                                           ----                                    ----                     ---------           ------

                                              ($ in thousands, except average realized fees)

    Revenue:

    Revenue - Antero Resources                                                    $585,517                                          772,233               186,716    32%

    Revenue - third-party                                                              835                                              264                 (571) (68)%

    Gain on sale of assets                                                           3,859                                                -              (3,859)     *
                                                                                     -----                                              ---               ------

    Total revenue                                                                  590,211                                          772,497               182,286    31%
                                                                                   -------                                          -------               -------

    Operating expenses:

    Direct operating                                                               161,587                                          232,538                70,951    44%

    General and administrative (before
     equity-based compensation)                                                     28,114                                           31,529                 3,415    12%

    Equity-based compensation                                                       26,049                                           27,283                 1,234     5%

    Impairment of property and
     equipment                                                                           -                                          23,431                23,431      *

    Depreciation                                                                    99,861                                          119,562                19,701    20%

    Accretion of contingent acquisition
     consideration                                                                  16,489                                           13,476               (3,013) (18)%
                                                                                    ------                                           ------                ------

    Total operating expenses                                                       332,100                                          447,819               115,719    35%
                                                                                   -------                                          -------               -------

      Operating income                                                             258,111                                          324,678                66,567    26%
                                                                                   -------                                          -------                ------

    Interest expense                                                              (21,893)                                        (37,557)             (15,664)   72%

    Equity in earnings of
     unconsolidated affiliates                                                         485                                           20,194                19,709 4,064%
                                                                                       ---                                           ------                ------

      Net income                                                                  $236,703                                          307,315                70,612    30%
                                                                                  ========                                          =======                ======

    Adjusted EBITDA                                                               $404,353                                          528,625               124,272    31%

    Operating Data:

    Gathering-low pressure (MMcf)                                                  513,390                                          605,719                92,329    18%

    Gathering-high pressure (MMcf)                                                 481,646                                          646,054               164,408    34%

    Compression (MMcf)                                                             271,060                                          436,695               165,635    61%

    Fresh water delivery (MBbl)                                                     45,112                                           55,892                10,780    24%

    Wastewater handling (MBbl)                                                      10,602                                           14,549                 3,947    37%

    Wells serviced by fresh water
     delivery                                                                          131                                              142                    11     8%

    Gathering-low pressure (MMcf/d)                                                  1,403                                            1,660                   257    18%

    Gathering-high pressure (MMcf/d)                                                 1,316                                            1,770                   454    34%

    Compression (MMcf/d)                                                               741                                            1,196                   455    61%

    Fresh water delivery (MBbl/d)                                                      123                                              153                    30    24%

    Wastewater handling (MBbl/d)                                                        29                                               40                    11    37%

    Average realized fees:

    Average gathering-low pressure fee
     ($/Mcf)                                                                         $0.31                                             0.32                  0.01     3%

    Average gathering-high pressure
     fee ($/Mcf)                                                                     $0.19                                             0.19                     -     *

    Average compression fee ($/Mcf)                                                  $0.19                                             0.19                     -     *


    Average fresh water delivery fee
     ($/Bbl)                                                                         $3.68                                             3.71                  0.03     1%

    Joint Venture Operating Data:

    Processing - Joint Venture (MMcf)                                                    -                                          97,276                97,276      *

    Fractionation -Joint Venture
     (MBbl)                                                                              -                                           1,861                 1,861      *

    Processing - Joint Venture (MMcf/d)                                                  -                                             267                   267      *

    Fractionation -Joint Venture
     (MBbl/d)                                                                            -                                               5                     5      *

    _________________________


    *           Not meaningful or applicable.


                                                 ANTERO MIDSTREAM PARTNERS LP

                                            Consolidated Statements of Cash Flows

                                            Year Ended December 31, 2016 and 2017

                                                        (In thousands)



                                            Year Ended December 31,
                                            -----------------------

                                                               2016                               2017
                                                               ----                               ----

    Cash flows provided by operating
     activities:

    Net income                                                    $                           236,703               307,315

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

      Depreciation                                                                   99,861               119,562

      Accretion of contingent acquisition
       consideration                                                                 16,489                13,476

      Impairment of property and equipment                                                -               23,431

      Equity-based compensation                                                      26,049                27,283

      Equity in earnings of unconsolidated
       affiliates                                                                     (485)             (20,194)

      Distributions from unconsolidated
       affiliates                                                                     7,702                20,195

      Amortization of deferred financing
       costs                                                                          1,814                 2,888

      Gain on sale of assets                                                        (3,859)                    -

      Changes in assets and liabilities:

      Accounts receivable-Antero Resources                                            1,573              (41,043)

      Accounts receivable-third party                                                 1,467                    70

      Prepaid expenses                                                                (529)                (141)

      Accounts payable                                                                   95                 3,003

      Accounts payable-Antero Resources                                               1,055                 3,266

      Accrued liabilities                                                           (9,328)               16,685
                                                                                     ------                ------

      Net cash provided by
       operating activities                                       $                           378,607               475,796
                                                                ---                           -------               -------

    Cash flows used in investing
     activities:

    Additions to gathering systems and
     facilities                                                                   (228,100)            (346,217)

    Additions to water handling and
     treatment systems                                                            (188,220)            (195,162)

    Investments in unconsolidated
     affiliates                                                                    (75,516)            (235,004)

    Proceeds from sale of assets                                                     10,000                     -

    Change in other assets                                                            3,673               (3,435)
                                                                                      -----                ------

    Net cash used in investing
     activities                                                   $                         (478,163)             (779,818)
                                                                ---                          --------              --------

    Cash flows provided by (used in)
     financing activities:

    Deemed distribution to Antero
     Resources, net                                                                       -                    -

    Distributions to Antero Resources                                                     -                    -

    Distributions to unitholders                                                  (182,446)            (283,950)

    Issuance of senior notes                                                        650,000                     -

    Borrowings (repayments) on bank credit
     facilities, net                                                              (410,000)              345,000

    Issuance of common units, net of
     offering costs                                                                  65,395               248,956

    Payments of deferred financing costs                                           (10,435)              (5,520)

    Employee tax withholding for settlement
     of equity compensation awards                                                  (5,636)              (5,945)

    Other                                                                             (163)                (198)
                                                                                       ----                  ----

    Net cash provided by (used
     in) financing activities                                     $                           106,715               298,343
                                                                ---                           -------               -------

    Net increase (decrease) in cash and
     cash equivalents                                                                 7,159               (5,679)

    Cash and cash equivalents, beginning of
     period                                                                           6,883                14,042
                                                                                      -----                ------

    Cash and cash equivalents,
     end of period                                                $                            14,042                 8,363
                                                                ===                            ======                 =====

    Supplemental disclosure of cash flow
     information:

    Cash paid during the period for
     interest                                                                        13,494                46,666

    Supplemental disclosure of noncash
     investing activities:

    Increase (decrease) in accrued capital
     expenditures and accounts payable for
     property and equipment                                                         (8,471)               16,338


                                                Antero Midstream GP LP

                                              Consolidated Balance Sheets

                                              December 31, 2016 and 2017

                                   (In thousands, except number of shares and units)


                                           December 31,
                                           ------------

                                                   2016                              2017
                                                   ----                              ----

                                                      Assets

    Current assets:

    Cash                                                                  $9,609              5,987

    Accounts receivable -related
     party                                                                   217                  -
                                                                             ---                ---

      Total current assets                                                 9,826              5,987

    Investment in Antero Midstream
     Partners LP                                                           7,543             23,772
                                                                           -----             ------

      Total assets                                                       $17,369             29,759
                                                                         =======             ======


                                         Liabilities and Partners' Capital

    Current liabilities:

    Accounts payable and accrued
     liabilities                                                             426                293

    Income taxes payable                                                   6,674             13,858
                                                                           -----             ------

      Total current liabilities                                            7,100             14,151

    Partners' capital:

    Common shareholders -public
     (186,181,975 shares  issued
     and outstanding at December
     31, 2017)                                                                 -          (19,866)

    Antero Resources Midstream
     Management LLC members'
     equity                                                               10,269                  -

    IDR LLC Series B units (32,875
     vested units issued and
     outstanding at December 31,
     2017)                                                                     -            35,474
                                                                             ---            ------

      Total partners' capital                                             10,269             15,608
                                                                          ------             ------

          Total liabilities and
           partners' capital                                             $17,369             29,759
                                                                         =======             ======


                                                              Antero Midstream GP LP

                                          Consolidated Statements of Operations and Comprehensive Income

                                                  Three Months Ended December 31, 2016 and 2017

                                                     (In thousands, except per share amounts)


                                                                                                              Three Months Ended December 31,
                                                                                                              -------------------------------

                                                                                                         2016              2017
                                                                                                         ----              ----

    Equity in earnings of Antero
     Midstream Partners LP                                                                                  $            7,557                23,772
                                                                                                          ---            -----                ------

    Total income                                                                                                 7,557                 23,772
                                                                                                                 -----                 ------

    General and administrative expense                                                                             425                    279

    Equity-based compensation                                                                                        -                 8,662
                                                                                                                   ---                 -----

    Total expenses                                                                                                 425                  8,941
                                                                                                                   ---                  -----

      Income before income taxes                                                                                 7,132                 14,831

    Provision for income taxes                                                                                 (2,856)                (8,924)
                                                                                                                ------                 ------

      Net income and comprehensive
       income                                                                                               $            4,276                 5,907
                                                                                                          ===            =====                 =====


    Net income attributable to Antero
     Midstream GP LP subsequent to IPO                                                                                                $5,907

    Net income attributable to Series B
     units                                                                                                                             (784)
                                                                                                                                        ----

      Net income attributable to common
       shareholders                                                                                                                   $5,123
                                                                                                                                      ======


      Net income per common share -basic and
       diluted                                                                                                                         $0.03


      Weighted average number of common shares
       outstanding -basic and diluted                                                                                                186,181


                                                              Antero Midstream GP LP

                                          Consolidated Statements of Operations and Comprehensive Income

                                                      Years Ended December 31, 2016 and 2017

                                                      (In thousands, except per share amounts)


                                                                                                                   Year Ended December 31,
                                                                                                                   -----------------------

                                                                                                         2016                     2017
                                                                                                         ----                     ----

    Equity in earnings of Antero
     Midstream Partners LP                                                                                  $           16,944                    69,720
                                                                                                          ---           ------                    ------

    Total income                                                                                               16,944                      69,720
                                                                                                               ------                      ------

    General and administrative expense                                                                            814                       6,201

    Equity-based compensation                                                                                       -                     34,933
                                                                                                                  ---                     ------

    Total expenses                                                                                                814                      41,134
                                                                                                                  ---                      ------

      Income before income taxes                                                                               16,130                      28,586

    Provision for income taxes                                                                                (6,419)                    (26,261)
                                                                                                               ------                     -------

      Net income and comprehensive
       income                                                                                               $            9,711                     2,325
                                                                                                          ===            =====                     =====


    Net income attributable to Antero
     Midstream GP LP subsequent to IPO                                                                                                    $7,264

    Net income attributable to Series B
     units                                                                                                                                 (784)
                                                                                                                                            ----

      Net income attributable to common
       shareholders                                                                                                                       $6,480
                                                                                                                                          ======


      Net income per common share -basic and
       diluted                                                                                                                             $0.03


      Weighted average number of common shares
       outstanding -basic and diluted                                                                                                    186,176


                                                Antero Midstream GP LP

                                         Consolidated Statements of Cash Flows

                                         Year Ended December 31, 2016 and 2017

                                                     (In thousands)


                                                                                          Year Ended December 31,
                                                                                          -----------------------

                                                                               2016               2017
                                                                               ----               ----

    Cash flows provided by operating
     activities:

    Net income                                                                    $             9,711                  2,325

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

      Equity in earnings of Antero
       Midstream Partners LP                                                                 (16,944)               (69,720)

      Distributions received from Antero
       Midstream Partners LP                                                                   10,370                 53,491

      Equity-based compensation                                                                     -                34,933

      Deferred income taxes                                                                     (368)                     -

    Changes in current assets and
     liabilities:

      Accounts receivable -related party                                                        (217)                     -

      Accounts payable and accrued
       liabilities                                                                                426                  (133)

      Income taxes payable                                                                      6,559                  7,184
                                                                                                -----                  -----

      Net cash provided by operating
       activities                                                                               9,537                 28,080
                                                                                                -----                 ------

    Cash flows used in investing
     activities                                                                                     -                     -
                                                                                                  ---                   ---

    Cash flows used in financing
     activities

    Distributions to Antero Resources
     Investment LLC                                                                                 -              (15,691)

    Distributions to shareholders                                                                   -              (16,011)
                                                                                                  ---               -------

      Net cash used in financing
       activities                                                                                   -              (31,702)
                                                                                                  ---               -------

    Net increase (decrease) in cash                                                             9,537                (3,622)

    Cash, beginning of period                                                                      72                  9,609
                                                                                                  ---                  -----

    Cash, end of period                                                             $9,609                   5,987
                                                                                    ======                   =====

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SOURCE Antero Midstream Partners LP; Antero Midstream GP LP