Antero Midstream Partners Investor Presentation Deck

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#1Antero Resources Company Presentation FEBRUARY 2019#2Legal Disclaimer NO OFFER OR SOLICITATION This presentation includes a discussion of a proposed business combination transaction (the "Transaction") between AM and AMGP. This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. IMPORTANT ADDITIONAL INFORMATION In connection with the Transaction, AMGP has filed with the U.S. Securities and Exchange Commission ("SEC") a registration statement on Form S-4, that includes a joint proxy statement of AM and AMGP and a prospectus of AMGP. The Transaction will be submitted to AM's unitholders and AMGP's shareholders for their consideration. AM and AMGP may also file other documents with the SEC regarding the Transaction. The registration statement on Form S-4 has not been declared effective by the SEC, and the definitive joint proxy statement/prospectus has not yet been delivered to the shareholders of AMGP and unitholders of AM. This document is not a substitute for the registration statement and joint proxy statement/prospectus that has been filed with the SEC or any other documents that AMGP or AM may file with the SEC or send to shareholders of AMGP or unitholders of AM in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF ANTERO MIDSTREAM AND AMGP ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by AMGP or AM through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by AM will be made available free of charge on AM's website at http://investors.anteromidstream.com/investor-relations/AM, under the heading "SEC Filings," or by directing a request to Investor Relations, Antero Midstream Partners LP, 1615 Wynkoop Street, Denver, Colorado 75219, Tel. No. (303) 357-7310, Copies of documents filed with the SEC by AMGP will be made available free of charge on AMGP's website at http://investors.anteromidstreamgp.com/Investor Relations/AMGP or by directing a request to Investor Relations, Antero Midstream GP LP, 1615 Wynkoop Street, Denver, Colorado 75219, Tel. No. (303) 357-7310. PARTICIPANTS IN THE SOLICITATION AMGP, AM, AR and the directors and executive officers of AMGP and AM's respective general partners and of AR may be deemed to be participants in the solicitation of proxies in respect to the Transaction. Antero Baskies Information regarding the directors and executive officers of AM's general partner is contained in AM's 2018 Annual Report on Form 10-K filed with the SEC on February 13, 2019, and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC's website at http://www.sec.gov or by accessing AM's website at http://www.anteromidstream.com. Information regarding the executive officers and directors of AMGP's general partner is contained in AMGP's 2018 Annual Report on Form 10-K filed with the SEC on February 13, 2019 and certain of its Current Reports on Form 8-K. You can obtain a free copy of this document at the SEC's website at www.sec.gov or by accessing the AMGP's website at http://www.anteromidstream.com. Information regarding the executive officers and directors of AR is contained in AR's 2018 Annual Report on Form 10-K filed with the SEC on February 13, 2019 and certain of its Current Reports on Form B-K. You can obtain a free copy of this document at the SEC's website at www.sec.gov or by accessing the AMGP's website at http://www.anteroresources.com. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the joint proxy statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION 2#3Legal Disclaimer This presentation includes "forward-looking statements.” Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond AR's control. All statements, except for statements of historical fact, made in this presentation regarding activities, events or developments AR expects, believes or anticipates will or may occur in the future, such as 2019 and long-term financial and operational outlook, the expected sources of funding and timing for completion of the share repurchase program if at all, impacts of hedge monetizations, the expected consideration to be received in connection with the closing of the Transaction, the timing of the consummation of the Transaction, if at all, impacts of natural gas price realizations, AR's expected ability to return capital to investors and targeted leverage metrics, AR's estimated unhedged EBITDAX multiples, future plans for processing plants and fractionators, AR's estimated production and the expected impact of Mariner East 2 on AR's NGL pricing, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All forward-looking statements speak only as of the date of this presentation. Although AR believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. AR cautions 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 AR's control, incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating natural gas and oil reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under the heading "Item 1A. Risk Factors" in AR's Annual Report on Form 10-K for the year ended December 31, 2018. Antero Nachts This presentation includes certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). These measures include (i) Consolidated Adjusted EBITDAX, (ii) Stand-alone Adjusted EBITDAX, (iii) Stand-alone Adjusted Operating Cash Flow, (iv) Free Cash Flow. Please see "Antero Definitions" and "Antero Non- GAAP Measures for the definition of each of these measures as well as certain additional information regarding these measures, including the most comparable financial measures calculated in accordance with GAAP. Antero Resources Corporation is denoted as "AR" in the presentation, Antero Midstream Partners LP is denoted as "AM" and Antero Midstream GP LP is denoted as "AMGP", which are their respective New York Stock Exchange ticker symbols. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION 3#4The Size and Scale to Capitalize on the Resource Antero Resources Profile Market Cap........ Enterprise Value(¹)........ Corporate Debt Ratings......... Stand-alone Leverage(2) 2019 Net Production Guidance Liquids......... Proved Reserves... C2+ NGLs (3). Condensate......... $2.9B $6.7B Ba2/ BB+ / BBB- 2.2x 3.15 3.25 Bcfe/d 154 -164 MBbl/d 18.0 Tcfe 1,052 MMBbls 46 MMBbls Net Acres.... 612,000 Core Drilling Locations........... 3,013 AR Midstream Ownership (53%) $2.5B Antero Acreage SW Marcellus Core Ohio Utica Core Ohio West Virginia AR LISTED NYSE Note: Equity market data as of 02/12/19. Reserves as of 12/31/2018 Enterprise value excludes AM net debt. See 2019 Guidance page for production guidance details. (1) Includes ownership of $2.4 billion of Antero Midstream units. Stand-alone leverage is Stand-alone debt divided by LTM Stand-alone Adjusted EBITDAX and represents 12/31/18. See appendix for details. (3) C2+ proved reserves contain 498 MMBbis of C3+ NGLS and 554 MMBbis of ethane. Assumes approximately 415 MMBbs of additional ethane are left in the natural gas stream. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION Pennsylvania Pittsburgh Antero PRINGS 4#5Antero's Integrated Strategy The Most Integrated Natural Gas and NGL Platform in the U.S. A World Class E&P Operator in Appalachia Antero NYSE: AR Resources $7 Billion Enterprise Value(1) Ba2 / BB+ / BBB- Corporate Debt Ratings 31% (1) A Leading Northeast Infrastructure Platform Antero Midstream NYSE: AM What's new: Midstream simplification creating C-Corp and eliminating MLP and IDRS Chicago Detroit Toimu OH Gargannab Lexington Abanta Clarind WV $9 Billion Enterprise Value(¹) Ba2 / BB+ / BBB- Corporate Debt Ratings (AM) 1) Assumes 12/31/18 balance sheet and 2/12/19 equity prices. Antero Midstream pro-forms for simplification transaction expected to close in March 2019 as detailed in appendixx. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION Elsburgh PA Baltmore Virginia Beach Raleigh Antero Newark! LO 5#6Recent Developments/Near-Term Catalysts Midstream Simplification (Expected to close in March 2019) Expected to provide AR with at least $300 million in cash depending on the cash election of public AM unitholders (subject to the approval of Antero Midstream unitholders and AMGP shareholders) · AR will no longer consolidate AM beginning in 1Q 2019, but will account for New AM using the equity method, presenting better clarity for AR investors Antero Announces 2019 Capital Budget and Production Guidance (January 2019) Disciplined plan with >20% reduction in D&C capital spending relative to 2018, within cash flow(¹), while targeting 17% - 20% year-over-year production growth in 2019 Long-term outlook of 10% to 15% production growth creates substantial flexibility to adjust future development plans based on commodity prices Hedge Restructuring & Deleveraging (December 2018) Generated Proceeds of $357 million to repay debt Resulting hedge portfolio protects price on 100% of 2019 and >50% of 2020 expected natural gas production at ~$3.00/MMBtu Mariner East 2 In Service (December 2018) ME2 initial phase in service on 12/29/18 (capacity to move AR's 50,000 Bbl/d commitment) AR's 11,500 Bbl/d ethane sales contract with Borealis was in service 11/1/2018 and 5,000 Bbl/d ethane contract with Ineos in service 1/1/2019 with exports out of Marcus Hook, PA on ME1 Share Repurchases (November/December 2018) Repurchased 9.1 million shares (3% of outstanding shares) at an average price of $14.10/share Approximately $470 million remaining in current $600 million share repurchase program Rover Sherwood Lateral In Service (November 2018) Enabled AR to shift ~550 MMcf/d of gas sales from Appalachian Basin pricing to premium Midwest pricing Antero (1) Stand-alone drilling and completion capital spending at approximately Stand-alone Adjusted Operating Cash Flow levels assuming $50 per barrel WTI oil and $3.00 per MMBtu NYMEX natural gas prices. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION 6#7Resilient and Flexible Development Plan Antero's flexible development program through 2023 will be responsive to commodity prices to grow production and maximize free cash flow Lower Prices: $50 Oil / $2.85 Gas 10% Production CAGR (2019-2023) <2x Stand-alone leverage by 2022 Free Cash Flow neutrality 100% hedged on 2019 production guidance and 55%-60% hedged on 2020 outlook Lower Prices Antero Resources Maintain balance sheet strength ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION Higher Prices: $65 Oil / $3.15 Gas 15% Production CAGR (2019-2023) <1x Stand-alone leverage by 2021 $2.5 $3.0 Bn of Free Cash Flow Appropriate mix of return of capital and balance sheet deleveraging Likely outcome is somewhere in between Higher Prices Disciplined growth with expanding margins 7#8Production (MMcfe/d) Disciplined Development Plan Depending on the commodity price environment, Antero is poised to prudently grow production to maximize free cash flow, ultimately resulting in an appropriate mix of return of capital to shareholders and further deleveraging Production Growth Scenarios (2020-2023) 6,000 5,000 4,000 €3,000 2.000 1,000 Oil and Gas Price Assumptions 0 2019 Guidance $65 / $3.15 $50/ $2.85 15% Growth CAGR ($65 Oil / $3.15) 10% Growth CAGR ($50 Oil / $2.85) 2020E 15% Production CAGR 10% Production CAGR Note: Production CAGR ranges apply to midpoint of 2019 production guidance. (1) Based on midpoint of 2019 production guidance. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION 2021E <1x Standalone Leverage by 2021 1 2022E <2x Standalone Leverage by 2022 2023E Antero $2.5 $3.0 Bn Free Cash Flow Generation $2.5 - $3.0 Bn Free Cash Flow Free Cash Flow Neutrality 8#9Antero Hedge Position Realized $357 MM in proceeds from hedge restructuring while remaining 100% hedged on gas in 2019 and 55%-60% hedged in 2020 at ~$3.00/MMBtu Antero Hedge Profile (MMcf/d) 2,500 2,000 1,500 1,000 500 0r 2,330 $3.48 $3.38 Ceiling $2.93 $2.50 Floor 1,149 2019 1) Based on 01/31/2018 strip pricing. NYMEX Collar Volume NYMEX Swap Price $3.00 $2.72 1,418 1,418 2020 ---- ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION $3.00 $2.61 710 710 2021 NYMEX Swap Volume -- NYMEX Strip Price $3.00 $2.63 850 850 2022 $2.91 $2.71 90 90 2023 Antero ANASA ($/MMBtu) $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 9#10Antero's NGL Pricing Uplift from Mariner East 2 Mariner East 2 allows AR to access international LPG markets and realize a -$2/Bbl to $4/Bbl uplift on its exported barrels Domestic Markets Initial Capacity (4Q18): Full Capacity (3Q19): AR Commitments: AR Expansion Rights: Conway Mariner East 2 ("ME2") Antero Blended Netback Mt. Belvieu Price ($/Gal) YTD 2018 Differential MB Netback 2019 $0.70 $(0.18) $0.52 Mont Belvieu 145 MBbl/d 275 MBbl/d 35 Mbbl/d C3 15 MBbl/d C4 50 Mbbl/d C3/C4 Rail Existing Option Rail Local 50,000 Bbl/d Mariner East 2 export capability equates to $50 to $60 MM of incremental annual cash flow International Markets Marcus Hook ME2 Online 12/29/18 Source: Poten Partners. Prices reflect blended price of propane and butane based on Antero's ME2 volume commitment. Note: Based on Baltic forward shipping rates and propane strip prices as of 01/31/18. Includes associated port and canal fees and charges. (1) Based on Wall Street research. Antero cost may be lower ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION To Europe NWE Index To Asia FEI Index Europe Netback NWE Price ($/Gal) Pipeline, Terminal & Shipping Cost (¹) NWE Netback Blended Conway / MB Netback Uplift vs. YTD 2018 Average Differential Asia Netback FEI Price (S/Gal) Pipeline, Terminal & Shipping Cost (¹) Asia Netback Blended Conway / MB Netback Antero Uplift vs. YTD 2018 Average Differential 2019 $0.80 $(0.22) $0.58 $0.52 +$0.06 2019 $0.88 $(0.29) $0.59 $0.52 +$0.07 10#11Antero's First Ethane Export - November 2018 Antero's 11,500 Bpd C2 sales contract with Borealis commenced on November 1, 2018 First ship departed Marcus Hook on November 26th with 337,000 barrels of ethane bound for Borealis' steam cracker in Stenungsund, Sweden Expect to load ~1 ship per month for duration of 10-year contract ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION NAVIGATOR AURORA Antero 11#12Firm Transportation Portfolio Provides Visibility All of Antero Resources' contracted firm capacity is now in service, providing visible production growth and premium pricing to NYMEX Antero Resources Firm Transportation Portfolio vs. Gross Gas Production (MMcf/d) (MMcf/d) 5,000 4,000 3,000 2,000 1,000 0 Expected Premium to NYMEX:(¹) Net Marketing Expense ($/Mcfe):(2) 2019E 2020E $0.15-$0.20 $0.10-$0.15 ($0.175)-($0.225) ($0.13)-($0.18) ($0.05)-($0.10) Appalachia (M2/Dom S.)- 625 MMcf/d TCO Pool - 690 MMcf/d 2016 2017 2018 2019 Note: 2018 and 2019 expected premiums to NYMEX and net marketing expense based on previously disclosed guidance. 1) Based on expected sales volumes and $2.85/MMB NYMEX natural gas 2021E $0.08-$0.13 ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION AR's Firm Transport expected to be filled by 2022 (excluding regional) 15% Growth CAGR ($65 Oil / $3.15 Gas) Production Target Range(³) 10% Growth CAGR ($50 Oil / $2.85 Gas) Midwest: 800 MMcf/d Mid-Atlantic/NYMEX: 530 MMcf/d Gulf Coast - 2,100 MMcf/d Antero Total 4.7 Bcf/d Regional markets and lowest transport cost Premium Markets Outside of Appalachia 2020 2021 2022 2023 2) Unutilized firm transport cost, assuming no mitigation, divided into estimated average net production 3) 2019 natural gas volume assumes midpoint of 2019 guidance and has been grossed up for 83% net revenue Interest and on 1100 BTU factor. Outer years assume 10% or 15% year-over-year growth thereafter. 12#13Expected Natural Gas Price Realization Improvement Antero Firm Transport Index Breakdown 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Implied Premium to NYMEX(¹) 10% 17% 17% 56% 2018A +$0.13 6% decrease to Local Markets 1% increase to Midwest Markets 3% increase to TCO Market 2% increase to Gulf Coast Markets 3% 19% 18% 60% 2019E +$0.15 - +$0.20 Local Midwest TCO Gulf Coast Antero AUGS Substantially All of Antero's Gas Is Expected to be Sold in Favorably Priced in 2019 Note: Local index represents a blend of Dominion South and TETCO M2 pricing. Midwest index represents a blend of Chicago and MichCon pricing Gulf Coast index represents a blend of Gulf and NYMEX-based pricing. 2018 premium to NYMEX includes a $0.27/Mcf Btu upgrade. 2019E premium to NYMEX represents 2019 guidance and assumes a $0.30/Mcf Blu upgrade. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION 13#14Sustainable and De-risked Business Model Antero Resources is 100% hedged on natural gas in 2019; Hedges and FT provide price stability to support sustainable long-term development Hedge Portfolio Supports Firm Pipeline Commitments Firm Transportation Portfolio Allows Antero Resources to achieve: Premium Price Certainty Eliminates basis risk by delivering to NYMEX-related markets Effectively Hedge NYMEX Index Allows Antero to directly hedge the absolute price Antero Natural Gas Differentials vs. Appalachia Appalachia Antero Realized Differential * *3-Year Appalchian Average *****3-Year Antero Realized Basis $1.00 $0.50 $0.00 ($0.50) ($1.00) ($1.50) ($2.00) ($2.50) Oct-14 (1) Reflects discount to NYMEX for Appalachia in-basin pricing at Dominion South & TETCO M2 indices (2) Represents simple average discount to NYMEX for Antero firm transportation capacity. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION nte M Jan-15 Apr-15 Antero: Resources Diversified - Low Volatility Appalachia: Floating - High Volatility Jul-15 Oct-15 Jan-16 Apr-16 Note: Pricing reflects pre-hedge pricing. Jul-16 Oct-16 Jan-17 Apr-17 Jul-17 Oct-17 Antero CAMERA Jan-18 $0.00 W Apr-18 ($0.88) Jul-18 Oct-18 Dec-18 14#15Simplification Transaction - A Near Term Catalyst Midstream Simplification expected to close in March 2019 Provides AR with at least $300 million of cash proceeds Further Aligns the Interest of All Antero Equity Holders and Management Simplifies the Organizational Structure and Unlocks Shareholder Value Achieves a "Win-Win-Win" Transaction Across the Antero Family Maintains Antero's Integrated Strategy & Long-Term Outlook Antero ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION 15#16Antero Simplified Pro Forma Structure Midstream simplification transaction results in one publicly traded midstream entity and better aligns the interests of PE sponsors and management with AR shareholders Eliminates IDRs and the Series B profits interests related to the IDRS AR shareholders and PE sponsors / management will all own the same type of interest in the midstream entity (common stock) Status Quo Structure Simplified Pro Forma Structure Sponsors/ Management 23% Public 47% 77% Public Antero 53% Sponsors/ Management 57% Ant Antero Midstream GP 186 MM shares 43% 10% Incentive Distribution ghts (IDRS) Public Series B Profits 1.terest (¹) Antero Midstream Partners LP 188 MM units 1) Series B profits interest held by Antero management. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION Sponsors/ Management Sponsors/ Management 23% 24% 77% Antero 31% $300MM+ Cash Antero Midstream 508 MM shares Public 45% Antero Wo Public New AM 16#17Antero Resources Leading NGL Position & Integrated Strategy Drive Peer-Leading Margins#18Prolific Underlying Resource Underpins Growth Antero Resources holds 40% of the core undrilled liquids-rich locations in Appalachia with attractive economics and low breakeven prices New York Appalachian Leasehold Position Antero Rig Marcellus industry Rig Utica Industry Rig Chesapeake CNX ZUMBARDEA Utica Shale Core Area MİLMEK PUTNAM Ohio Utica Shale Liquids-Rich Fairway SAARANTA) (300CTU EQT Gulfport BLAT PannEnergy Range PA AABAA 1100 BTU nis DOD A0221 West Virginia Kampanje Marcellus Shale Liquids-Rich Fairway 1100 BTU BURLER / Pittsburgh Metro Area ALLE SMERT AVAL AAAA GAMBETT Marcellus Shale Core Areas - Virginia ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION BANNER A Agen Patien CENTUR Pennsylvania K 7% 3100BTU D 7% Core Liquids-Rich Appalachian Undrilled Locations (1) C 13% I 7% CATALANA) J F B H 5% 3% 2% 3% A 13% AR 40% Peers include Ascent, CHK, CNX, COG, CVX, EQT, GPOR, HG, RRC and SWN. Based on Antero analysis of undeveloped acreage in the core of the Marcellus and Ohio Utica Shales Rigs as of 2/1/2019. Locations as of 9/30/18 18#19Antero is the Largest NGL Producer in the U.S. Antero is the largest NGL producer in the U.S. and controls 40% of the core undrilled liquids-rich locations in Appalachia(²) Top U.S. C2+ NGL Producers - 2019E(1) Undrilled Core Liquids-rich Inventory(2) (MBbls/d) 150 140 130 120 110 100 90 80 70 60 50 150 37% AR EOG APC Most exposure to NGL prices Peer Avg. Pre-Hedge NGL % of Revenue Product RRC AXO DVN COP XEC 17% MRO APA 50% 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% Undrilled Liquids-Rich Locations 2,500 2,000 1,500 1,000 500 (2,043) 796 Over 2.5x Antero Inventory of closest Appalachian competitor AR A B C D E F G H I J (1) Antero C2+ NGL production represents the midpoint of 2019 guidance. Peer C2+ NGL production represents consensus as of 1/31/2019. Percentage of pre-hedge commodity revenues based on 3Q 2018 actuals. Based on Antero analysis of undeveloped acreage in the core of the Marcellus and Utica plays. Peers include Ascent, CHK CNX, CVX, Equinor, EQT. GPOR, HG, RRC and SWN. ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION 19#20Midstream Driving Value for AR Since Inception Owning and controlling the infrastructure is critical to sustainable development; Antero Midstream provides a customized midstream solution Midstream Ownership Benefits ✓ Takeaway assurance and reliable project execution Never missed a completion date with fresh water delivery system Just-in-time capital investment Unparalleled downstream visibility Attractive return on investment (4.2x ROI for AR) (¹) Pro forma for midstream simplification transaction. Assumes $300 million in proceeds to AR ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION Ohio River RITCHIE AM Infrastructure Buildout chutil DODDRIDGE GILMER WETZEL Future buildout Antero MONONGALIA Marcellus Shale HARRISON 3rd Party Area of Dedication MARION Current Infrastructure Future Infrastructure Processing Facility Antero Clearwater Facility 20#21Integration is Critical in Shale Development Antero's integrated strategy has resulted in peer-leading realized prices and margins for 6 straight years and consistent results through commodity cycles $6.00 $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 All-in Pricing Realizations ($/Mcfe) AR Peer Average NYMEX Henry Hub Gas $5.17 $5.10 $3.65 2013 $4.41 $4.09 $4.08 $2.66 $2.46 $3.61 +36%(1) vs. Peer Avg. from 2013 - 2017 $3.11 $3.94 $3.09 2014 2015 2016 2017 2018 ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION $4.00 $3.50 $3.36 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 Source: SEC filings and press releases. Peers include: CNX, COG, EQT, RRC & SWN. See appendix for detailed calculations. Stand-alone E&P Adjusted EBITDAX Margins ($/Mcfe) AR $2.97 Peer Average $2.07 $2.06 H +31%(¹) vs. Peer Avg. from 2013-2017 $1.61 2013 2014 2015 2016 2017 Antero WANGING $1.74 2018 21#22Antero: Not Just a Natural Gas Producer Diversified Commodity Mix Enhances Value Proposition Top NGL producer in the U.S. Just-in-time midstream Investment by AM 100% hedged on natural gas in 2019 @ $3.00/MMBtu floor on average Liquids-Rich Resource and Scale See appendix for Non-GAAP items and reconciliation Controlled Resource Development Mitigated Commodity Risk 22% debt-adjusted growth per share in 2019 Shareholder Value Low Cost Liquids-Rich Resource Base Disciplined Focus on Returns ANTERO RESOURCES | FEBRUARY 2019 PRESENTATION Return of Capital Maintain Strong Balance Sheet Attractive Long-Term Outlook Peer Leading Margins Antero Eventy 9.1 MM shares repurchased in 4Q 2018 Stand-alone leverage of 2.2x at 12/31/18 Ability to generate significant free cash flow Appalachian leader for 6 straight years 22#23Antero Resources Appendix#24Antero Capitalization - Pro forma as of 12/31/18 Antero Midstream Status Quo Pro Forma As of December 31, 2018 (SMM) Cash Debt Revolving Credit Facility 5.375% Senior Notes Due 2021 5.125% Senior Notes Due 2022 5.625% Senior Notes Due 2023 5.375% Senior Notes Due 2024 5.000% Senior Notes Due 2025 Net unamortized debt issuance costs Total Debt Net Debt (Total Debt - Cash) LTM Adjusted EBITDA Debt/LTM Adjusted EBITDA Credit Facility Capacity Liquidity Publicly Announced Pro Forma Adjustments to Net Debt Since December 31, 2018 (SMM) Cash Consideration for Simplification Transaction Total Adjustments to Net Debt: Increase / (Decrease) Pro Forma Net Debt Pro Forma Debt / LTM Adjusted EBITDA Credit Facility Capacity Liquidity APPENDIX | PRO FORMA CAPITALIZATION Antero Midstream 50 $990 $650 ($8) $1,632 $1,632 $717 $1,500 $510 Antero Midstream $598 $598 $2,230 3.1x $2,000 $412 Antero Antero Resources (Stand-alone) 50 $405 $1,000 $1,100 $750 $600 ($25) $3,830 $3,830 $1,717 2.2x $2,500 $2,095 Antero Resources (Stand-alone) ($297) ($297) $3.533 2.1x $2,500 $2,392 Antero Antero Resources (Consolidated) $0 $1,395 $1,000 $1,100 $750 $650 $600 ($33) $5,462 $5,462 $2,037 2.7x Antero Resources (Consolidated) $301 $301 $5,763 2.8x 24#252019 Capital Plan and Guidance Released on January 8, 2019 C3+ NGL Realized Price (% of Nymex WTI) Cash Production Expense ($/Mcfe)(¹) Net Production (Bcfe/d) Net Natural Gas Production (Bcf/d) Net Liquids Production (Bbl/d) Net Oil, C3+ and Ethane Production (Bbl/d) Oil: 8,500-9,500 | C3+: 97,500-102,500 | C2: 48,000-52,000 Natural Gas Realized Price Differential to Nymex (S/Mcf) Marketing Expense ($/Mcfe) G&A Expense ($/Mcfe) (before equity-based compensation) D&C Capital Expenditures ($MM) Stand-alone Land Capital Expenditures ($MM) Average Operated Rigs, Average Completion Crews & Operated Wells Completed $2.15 - $2.25 $0.10 $0.14 $1,300 $1,450 3.15 3.25 $0.15 to $0.20 Premium 2.225-2.275 154,000 164,000 Note: See Appendix for key definitions 2019 average NYMEX and WTI pricing was $3.00/MMB and $50.00/Bbl, respectively. (1) Includes lease operating expense, gathering, compression, processing and transportation expense and production and ad valorem taxes. APPENDIX | 2019 GUIDANCE Consolidated 60% - 65% $0.175$0.225 $75 - $100 $1.65 $1.75 $0.125 $0.175 $1,100 $1,250 Rigs: 5 | Completion Crews: 4 | Wells Completed: 115-125 Antero THEBOS 25#26Antero Resources D&C Capital Through negotiating contracts and self sourcing sand, Antero was able to mitigate a majority of inflationary pressures on D&C capital for 2019 Antero Resources Stand-alone Marcellus Well Cost ($MM/1,000' assuming 12,000' Lateral) $1.10 $1.05 $1.00 $0.95 $0.90 $0.85 $0.80 $0.95 2018 Stand-alone Marcellus Well Cost Drilling, water hauling, and production facility inflation $0.06 Inflationary Costs Note: Assumes 2.000 pound per foot completion Re- negotiated completion contracts and self sand sourcing $0.03 New Sand/ Completion Countracts APPENDIX | DRILLING & COMPLETION CAPITAL Improved completion efficiencies $0.01 Increased Stages per Day $0.97 100% of sand self sourced $0.01 2019 Increased Budgeted Sand Self Stand-alone Sourcing Marcellus Well Cost Lower water truck staging times and improved operations at Clearwater $0.02 Optimized Water Logistics $0.01 Further Increased Stages per Day Antero $0.93 2019 Target Stand-alone Marcellus Well Cost 26#27Lateral Feet Drilling Days Drilling and Completion Efficiencies Drilling Days 35 30 5 0 18,000 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 Marcellus Down 59% 2014 2015 2014 2016 2017 4Q 2018 RECORD Marcellus Utica Average Lateral Length per Well 24% Increase 2015 12 2017 18 00 10,093 10 15,075 11,412 4Q 2018 17,445 2016 Marcellus Utica Note: Utica 4Q 2018 results reflect YTD results, as Antero did not operate any rigs in the Utica during 2H18. Note: Percentage increase and decrease arrows represent change in Marcellus data from 2014 to 4Q 2018. APPENDIX | COST EFFICIENCY DRIVERS RECORD 10.0 9.0 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 Stages per Day 6,000 5,000 4,000 3,000 $2,000 1,000 Completion Stages per Day 2014 78% Increase 2014 2015 4.6 2016 ■Marcellus Utica Average Lateral Feet per Day 2015 3.6 2016 ■Marcellus 286% Increase 5.7 4.9 2017 Utica 9.0 2017 4Q 2018 RECORD 5,081 2,901 th Antero Mondiss 10.0 8,206 5,169 4Q 2018 RECORD 27#28Liquidity & Debt Term Structure $3,000 $2,500 $2,000 $1,500 $1,000 $500 $0 AR Credit Facility 2018 12/31/2018 Debt Maturity Profile New credit facilities for AR and AM have allowed Antero to extend its average debt maturity out to 2022 No maturities until 2021 2019 AM Credit Facility 2020 $1,000 2021 APPENDIX | CONSOLIDATED LIQUIDITY AND BALANCE SHEET AR Senior Notes $990 $405 $1,100 2022 $750 2023 AM Senior Notes $650 2024 $600 2025 Antero 28#29Deleveraging is Driving Ratings Momentum Corporate Credit Ratings History Stable Credit Ratings with Consistent Upgrades from the Beginning of the Decade Through the Downturn Corporate Credit Rating (Moody's/S&P / Fitch) Baa3/BBB- Investment Grade Ba1/ BB+ Ba2/BB Ba3/BB- B1/B+ B2/B B3/B- Caa1 / CCC+/CCC 2010 2011 2012 2013 2014 - Moody's APPENDIX | TRENDING TOWARDS INVESTMENT GRADE Investment Grade Rating from Fitch (BBB-) and Upgrade from S&P (BB+) Upgrade to BB+ S&P Feb. 2018 - S&P Stable through commodity price crash 2015 Investment Grade Rating: BBB- Fitch Jan. 2018 -Fitch 2016 Outlook to Positive Moody's Feb. 2018 2017 Credit Markets Have a Strong Appreciation for Antero Momentum Fitch Reaffirms Ratings Fitch Jan. 2019 2018 Antero F 2019 29#30Antero Definitions Consolidated Adjusted EBITDAX: Represents net income or loss from continuing operations, including noncontrolling interests, before interest expense, interest income, derivative fair value gains or losses (excluding net cash receipts or payments on derivative instruments included in derivative fair value gains or losses), taxes, impairment, depletion, depreciation, amortization, and accretion, exploration expense, franchise taxes, equity-based compensation, gain or loss on early extinguishment of debt, and gain or loss on sale of assets. Consolidated Adjusted EBITDAX also includes distributions from unconsolidated affiliates and excludes equity in earnings or losses of unconsolidated affiliates. See "Antero Non-GAAP Measures for additional detail. Consolidated Adjusted Operating Cash Flow: Represents net cash provided by operating activities before changes in current assets and liabilities. See "Antero Non-GAAP Measures" for additional detail. Antero Consolidated Drilling & Completion Capital: Represents drilling and completion capital as reported in AR's consolidated cash flow statements (i.e., fees paid to AM for water handling and treatment are eliminated upon consolidation and only operating costs associated with water handling and treatment are capitalized). F&D Cost: Represents current D&C cost per 1,000 lateral divided by net EUR per 1,000 lateral assuming 85% NRI in Marcellus and 81% NRI in Utica. There is no directly comparable financial measure presented in accordance with GAAP for F&D Cost and therefore, a reconciliation to GAAP is not practicable. Free Cash Flow: Represents Stand-alone Adjusted operating cash flow, less Stand-alone E&P Drilling and Completion capital, less Land Maintenance capital. See "Antero Non-GAAP Measures for additional detail. Land Maintenance Capital: Represents leasehold capital expenditures required to achieve targeted working interest percentage of 95% for 5-year development plan (i.e. historical average working interest), plus renewals associated with 5-year development plan. Stand-alone Adjusted EBITDAX: Represents income or loss from continuing operations as reported in the Parent column of AR's guarantor footnote to its financial statements before interest expense, interest income, derivative fair value gains or losses from exploration and production and marketing (excluding net cash receipts or payments on derivative instruments included in derivative fair value gains or losses), impairment, depletion, depreciation, amortization, and accretion, exploration expense, franchise taxes, equity-based compensation, gain or loss on early extinguishment of debt, gain or loss on sale of assets, and gain or loss on changes in the fair value of contingent acquisition consideration. Stand-alone E&P Adjusted EBITDAX also includes distributions received from limited partner interests in Antero Midstream common units. See "Antero Non-GAAP Measures" for additional detail. Stand-alone Adjusted Operating Cash Flow: Represents net cash provided by operating activities as reported in the Parent column of AR's guarantor footnote to its financial statements before changes in current assets and liabilities, plus the AM cash distributions payable to AR, plus the earn out payments expected from Antero Midstream associated with the water drop down transaction that occurred in 2015. See "Antero Non-GAAP Measures" on slide 35 for additional detail. Stand-alone Drilling & Completion Capital: Represents drilling and completion capital as reported in the Parent column of AR's guarantor footnote to its financial statements and includes 100% of fees paid to AM for water handling and treatment and excludes operating costs associated with AM's Water Handling and Treatment segment). APPENDIX | DISCLOSURES & RECONCILIATIONS 30#31Antero Non-GAAP Measures Antero 2 Stand-alone Adjusted Operating Cash Flow and Free Cash Flow Free Cash Flow as presented in this release and defined by the Company represents Stand-alone Adjusted Operating Cash Flow, less Stand-alone Drilling and Completion capital, less Land Maintenance Capital. Stand-alone Adjusted Operating Cash Flow represents net cash provided by operating activities that will be reported in the Parent column of Antero's guarantor footnote to its financial statements before changes in working capital items. Stand-alone Adjusted Operating Cash Flow is widely accepted by the investment community as a financial indicator of an oil and gas company's ability to generate cash to internally fund exploration and development activities and to service debt. Stand-alone Adjusted Operating Cash Flow is also useful because it is widely used by professional research analysts in valuing, comparing, rating and providing investment recommendations of companies in the oil and gas exploration and production industry. In turn, many investors use this published research in making investment decisions. Management believes that Stand-alone Adjusted Operating Cash Flow and Free Cash Flow are useful indicators of the company's ability to internally fund its activities and to service or incur additional debt on a Stand-alone basis. Management believes that changes in current assets and liabilities, which are excluded from the calculation of these measures, relate to the timing of cash receipts and disbursements and therefore may not relate to the period in which the operating activities occurred and generally do not have a material impact on the ability of the company to fund its operations. There are significant limitations to using Stand-alone Adjusted Operating Cash Flow and Free Cash Flow as measures of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect the company's net income on a Stand-alone basis, the lack of comparability of results of operations of different companies and the different methods of calculating Stand-alone Adjusted Operating Cash Flow and Free Cash Flow reported by different companies. Stand-alone Adjusted Operating Cash Flow and Free Cash Flow do not represent funds available for discretionary use because those funds may be required for debt service, land acquisitions and lease renewals, other capital expenditures, working capital, income taxes, exploration expenses, and other commitments and obligations. Stand-alone Adjusted Operating Cash Flow and Free Cash Flow are not measures of financial performance under GAAP and should not be considered in isolation or as a substitute for cash flows from operating, investing, or financing activities, as an indicator of cash flows, or as a measure of liquidity. Total Debt, Net Debt and Stand-alone Net Debt Net Debt is calculated as total debt less cash and cash equivalents. Management uses Consolidated Net Debt and Stand-alone Net Debt to evaluate its financial position, including its ability to service its debt obligations. APPENDIX | DISCLOSURES & RECONCILIATIONS 31#32Antero Non-GAAP Measures Continued Adjusted EBITDAX and Stand-alone Adjusted EBITDAX Adjusted EBITDAX as defined by the Company represents net income or loss, including noncontrolling interests, before interest expense, interest income, derivative fair value gains or losses, but including net cash receipts or payments on derivative instruments included in derivative fair value gains or losses, taxes, impairments, depletion, depreciation, amortization, and accretion, exploration expense, equity-based compensation, gain or loss on early extinguishment of debt, and gain or loss on sale of assets. Adjusted EBITDAX also includes distributions from unconsolidated affiliates and excludes equity in earnings or losses of unconsolidated affiliates. Antero devotio Stand-alone Adjusted EBITDAX as defined by the Company represents income or loss as reported in the Parent column of Antero's guarantor footnote to its financial statements before interest expense, interest income, gains or losses from commodity derivatives and marketing derivatives, but including net cash receipts or payments on derivative instruments included in derivative gains or losses, income taxes, impairments, depletion, depreciation, amortization, and accretion, exploration expense, equity-based compensation, gain or loss on early extinguishment of debt, gain or loss on sale of assets, equity in earnings or loss of Antero Midstream and gain or loss on changes in the fair value of contingent acquisition consideration. Stand-alone Adjusted EBITDAX also includes distributions received from limited partner interests in Antero Midstream common units. The GAAP financial measure nearest to Adjusted EBITDAX is net income or loss including noncontrolling interest that will be reported in Antero's condensed consolidated financial statements. The GAAP financial measure nearest to Stand-alone Adjusted EBITDAX is Stand-alone net income or loss that will be reported in the Parent column of Antero's guarantor footnote to its financial statements. While there are limitations associated with the use of Adjusted EBITDAX and Stand-alone Adjusted EBITDAX described below, management believes that these measures are useful to an investor in evaluating the company's financial performance because these measures: are widely used by investors in the oil and gas industry to measure a company's operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; helps investors to more meaningfully evaluate and compare the results of Antero's operations (both on a consolidated and Stand-alone basis) from period to period by removing the effect of its capital structure from its operating structure; and is used by management for various purposes, including as a measure of Antero's operating performance (both on a consolidated and Stand-alone basis), in presentations to the company's board of directors, and as a basis for strategic planning and forecasting. Adjusted EBITDAX is also used by the board of directors as a performance measure in determining executive compensation. Adjusted EBITDAX, as defined by our credit facility, is used by our lenders pursuant to covenants under our revolving credit facility and the indentures governing the company's senior notes. There are significant limitations to using Adjusted EBITDAX and Stand-alone Adjusted EBITDAX as measures of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect the company's net income on a consolidated and Stand-alone basis, the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDAX reported by different companies. In addition, Adjusted EBITDAX and Stand-alone Adjusted EBITDAX provide no information regarding a company's capital structure, borrowings, interest costs, capital expenditures, and working capital movement or tax position. Antero has not included reconciliations of Stand-alone Adjusted Operating Cash Flow and Free Cash Flow to their nearest GAAP financial measures because it cannot do so without unreasonable effort and any attempt to do so would be inherently imprecise. APPENDIX | DISCLOSURES & RECONCILIATIONS 32#33Antero Resources Stand-alone Adjusted EBITDAX Reconciliation Stand-alone LTM Adjusted EBITDAX Reconciliation (in thousands) Net (loss) and comprehensive (loss) attributable to Antero Resources Corporation Commodity derivative fair value (gains) losses Gains on settled commodity derivatives Marketing derivative fair value gains Gains on settled marketing derivatives Interest expense Income tax benefit Depletion, depreciation, amortization, and accretion Impairment of unproved properties Impairment of gathering systems and facilities Exploration expense Gain on change in fair value of contingent acquisition consideration Equity-based compensation expense Equity in (earnings) loss of Antero Midstream Partners LP Distributions from Antero Midstream Partners LP Adjusted EBITDAX APPENDIX | DISCLOSURES & RECONCILIATIONS Stand-alone Twelve months ended December 31, 2018 (397,517) 87,594 243,112 (94,081) 72,687 224,977 (128,857) 845,136 549,437 4,470 4,958 93,019 49,341 3,664 159,181 1,717,121 Antero 33#34Antero Resources Stand-alone Adjusted EBITDAX Per Mcfe Stand-alone Adjusted EBITDAX per Mcfe Reconciliation (Annual) Natural Gas, Oil, Ethane and NGL sales Realized commodity derivative gains (losses) Distributions from Antero Midstream Less: WGL SJR Impact All-In E&P Revenue Gathering, compression, processing, and transportation Production and ad valorem taxes Lease operating expenses Net Marketing Expense / (Gain) General and administrative (before equity-based compensation) Total E&P Cash Costs E&P EBITDAX Margin (All-In) Production Volumes (Bcle) $ Millions Natural Gas, Ol, Ethane and NGL sales Realized commodity derivative gains (losses) Distributions from Antero Midstream All-In E&P Revenue Gathering, compression, processing, and transportation Production and ad valorem taxes Lease operating expenses Net Marketing Expense/ (Gain) General and administrative (before equity-based compensation) Total E&P Cash Costs $ S $ $ $ $ $ $ S APPENDIX | DISCLOSURES & RECONCILIATIONS 2013 0.86 $ 5.17 $ 0.05 1.81 S 3.36 $ 191 164 $ 985 $ 239 9 50 2014 0.37 S 5.10 $ 1.46 $ 0.23 368 1.741 S 136 1,877 $ 537 50 2015 2.53 $ 1.57 $ 0.16 S 4.27 $ 1.56 S 0.14 0.07 0.23 0.20 2.20 S 2.07 $ 545 1.379 S 857 2,324 $ 77 108 2016 2.60 S 1.48 S 0.17 S 1.70 $ 0.10 0.07 2.06 $ 676 1,757 S 1,003 112 2,872 $ 1,146 69 51 106 3.35 $ 0.26 $ 0.10 1.75 $ 2,751 S 3,097 $ 91 94 108 1,853 S 102018 3.56 S 0.17 S 4.21 $ 1.80 S 0.12 0.15 (0.27) 2.28 S 762 S 101 36 900 $ (59) 31 202018 0.42 S 0.17 S 1.79 S 0.30 0.15 248 S 768 S 39 903 $ 410 3.2 69 33 569 $ 302018 3.70 S 0.16 S 1.77 S 0.12 0.14 1.68 $ 250 1,037 S 443 29 78 Antero SOLDES 402018 4.05 (0.09) 0.15 1.88 0.15 0.15 296 1.197 1,216 33 742 34#35Antero Midstream Non-GAAP Measures The following table reconciles consolidated total debt to consolidated net debt ("Net Debt") as used in this presentation (in thousands): Bank credit facility 5.375% AM senior notes due 2024 Net unamortized debt issuance costs Total debt Cash and cash equivalents Net debt Net income Impairment of property and equipment Change in fair value of contingent acquisition consideration Adjusted Net Income Interest expense Depreciation expense Accretion of contingent acquisition consideration Accretion of asset retirement obligation Equity-based compensation Equity in earnings of unconsolidated affiliates Distributions from unconsolidated affiliates Gain on asset sale Adjusted EBITDA S The following table reconciles net income to Adjusted EBITDA for the twelve months ended December 31, 2018 as used in this presentation (in thousands): APPENDIX | DISCLOSURES & RECONCILIATIONS December 31, 2018 990,000 650,000 (7,853) 1,632,147 1,632,147 Twelve Months Ended December 31, 2018 585,944 5,771 (106,275) 485,440 61,906 130,013 13,256 135 21,073 40,280 46,415 (583) 717,375 s 35

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