#1Antero Midstream Investor Roadshow Presentation February 2019#2s No Offer or Solicitation This presentation includes a discussion of a proposed simplification transaction (the "Transaction") between Antero Midstream Partners LP ("AM" or the "Partnership") and Antero Midstream GP LP ("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. Legal Disclaimer Additional Information And Where To Find It In connection with the transaction, AMGP has filed with the U.S. Securities and Exchange Commission (the "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 became effective on January 30, 2019, and the definitive joint proxy statement/prospectus will be delivered to Antero Midstream unitholders and AMGP shareholders of record as of January 11, 2019. 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 Antero Midstream may file with the SEC or send to shareholders of AMGP or unitholders of Antero Midstream 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 are able to obtain free copies of the registration statement and the joint proxy statement/prospectus 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 80202, 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 80202, Tel. No. (303) 357-7310. 2#3Legal Disclaimer (Continued) s Forward-Looking Statements: This presentation 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 AM and AMGP's control. All statements, other than historical facts included in this presentation, are forward-looking statements. All forward-looking statements speak only as of the date of this presentation and are based upon a number of assumptions. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation specifically include the expected consideration to be received in connection with the closing of the transaction, the timing of consummation of the transaction, if at all, the extent of the accretion, if any, to AMGP shareholders and AM unitholders, pro forma AM dividend and Distributable Cash Flow ("DCF") coverage targets, estimated pro forma AM dividend compound annual growth rates ("CAGR") and leverage metrics, the effect that the elimination of the IDRs and Series B Units will have on Antero Midstream's cost of capital, New AM's growth opportunities following the consummation of the transaction, including with respect to its organic project backlog, the pro forma dividend and DCF coverage ratio targets for New AM, that New AM does not expect to pay material cash taxes through at least 2023, whether the structure resulting from the merger will be more appealing to a wider set of investors, 2019 and long-term financial and operational outlooks for AM and Antero Resources Corporation ("AR"), impacts of AR's hedge monetizations, impacts of natural gas price realizations, AR's estimated unhedged EBITDAX multiples, future plans for processing plants and fractionators, AR's estimated production, AR's expected future growth and AR's ability to meet its drilling and development plan. Although AM 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 presentation. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Nothing in this presentation is intended to constitute guidance with respect to Antero Resources. AM 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 AM'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 AM'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 AM's Annual Report on Form 10-K for the year ended December 31, 2017. Any forward-looking statement speaks only as of the date on which such statement is made, and neither AMGP nor AM undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. This presentation includes certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). These measures include (i) Adjusted EBITDA, (ii) Distributable Cash Flow, (iii) Free Cash Flow, (iv) Return on Invested Capital, (v) Net Debt and (vi) Standalone E&P Adjusted EBITDAX. Please see the appendix 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. 3#4Why We're Here Midstream Simplification has been approved by the AM and AMGP Conflicts Committees and by the AR Special Committee October 9, 2018 January 31, 2019 March 4, 2019 March 7, 2019 March 8, 2019 March 12, 2019 Transaction Timeline Simplification transaction announced Proxy statements mailed to AM unitholders and AMGP shareholders Deadline for electing merger consideration is 5:00 P.M. (ET)(¹) Deadline for voting electronically or by telephone is 11:59 P.M. (ET)(1) Special meeting of AM unitholders and AMGP shareholders to approve simplification transaction Transaction expected to close Please vote your AM units and AMGP shares 6 1. Deadline for registered holders. If you hold AM units or AMGP shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee 4#5Antero Midstream Presenters Paul Rady 0 · Antero Co-Founder · Chairman & CEO of Antero Resources and Antero Midstream Glen Warren Antero Co-Founder President of Antero Midstream President and CFO of Antero Resources Michael Kennedy CFO of Antero Midstream SVP of Antero Resources 0 Antero is the only publicly-traded Appalachian Basin company run by Co-Founders 5#6Long Track Record Of Success 0 Antero Midstream has delivered a 27% dividend CAGR through the downturn and exceeded DCF coverage targets by 22% on average since the IPO New AM Dividend Per Share and DCF Coverage Since IPO (2) Dividend DCF Coverage 1) 3) $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 IPO $0.37 4Q' 14 Annualized Adjusted EBITDA(1): 27% Dividend CAGR $0.56 $0.43 IPO DCF Coverage Midpoint Target 1.15x 2015A 2016A $0.72 IPO Year 2014 $67 MM 2017A $0.94 $1.24 (4) 9.2% Yield (3) 2018A Guidance (Midpoint) 2019 Guidance 2019 Guidance (Midpoint) $870 MM - $920 MM 2.0x 1.8x 1.6x 1.4x 1.2x 1.0x 0.8x 0.6x 0.4x +1,235% +1,201% Distributable Cash Flow(¹): $53 MM $680 MM - $730 MM Adjusted EBITDA and Distributable Cash Flow are non-GAAP measures. For additional information regarding these measures, please see "Antero Midstream Non-GAAP Measures in the Appendix. Historical dividends adjusted for pending simplification transaction based on 1.832x share exchange ratio assuming 100% equity consideration for public AM unitholders on announcement date of October 9, 2018 Based on share price of $13.41 per unit as of 2/1/2019. 4) DCF coverage ratio represents guidance range. Dividend represents actual declared dividends. 6#7Antero Family at a Glance 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 Indianapoks Louisville Washville Detroit Toledo OH chambus Lexington Abanta WV Buttab Flishugh Charlotte PA Washington Virginia Beach $9 Billion Enterprise Value(¹) Ba2 / BB+ / BBB- Corporate Debt Ratings (AM) 1. Assumes 9/30/18 balance sheet and 2/1/19 equity prices. Antero Midstream pro-forma for simplification transaction expected to close in March 2019 as detailed on page 39. s Newar Philadelphia 7#8What Does Antero Midstream Do? Provides a customized, integrated full value chain midstream solution Antero MPLX 50/50 JV C3+ NGL Fractionation Antero Resources Exploration & Production Antero Midstream Gathering & Compression Water Delivery & Treatment AND Natural Gas Processing Long Haul Pipelines End Users & Export Future downstream potential opportunity set NGL Pipelines Terminals & Storage End Users & Export 0 8#9Antero Midstream's Strategy AR + AM ownership captures the integrated natural gas and NGL value chain with C-Corp governance and ongoing return of capital Dominant position in highest return natural gas and NGL basins #1 NGL / #5 Gas producer in the U.S. Antero Largest drilling inventory with long laterals No direct commodity price exposure at AM See appendix for Non-GAAP items and reconciliation. Antero 100% natural gas hedged in 2019/ largest transport Antero portfolio in Appalachia Controlled and sustainable development Premier E&P sponsor with scale Integrated assets and fixed-fee model Peer-leading cash flow growth Strong balance sheet Highly visible organic growth High teens return on invested capital 18% to 25% DCF CAGR from 2020-2022 <3.25x leverage by YE19 declining to mid 2x by 2022 $2.0 Bn "In-Hand" project inventory through 2022 s "Just-in-Time" capital investment Differentiated Strategy for Delivering Shareholder Value 9#101 AMGP/AM Simplification Transaction Summary Announced on 10/09/2018 and expected to close in March 2019 Simplifies midstream structure and aligns all Antero equity holders Converts MLP to C-Corp structure without IDRS Expected to broaden investor base and create opportunity for inclusion in major equity indices 2 3 Tax efficient and eliminates ~$375 MM of expected taxes through 2022 Taxable to AM unitholders (depending on tax basis) and results in tax basis step up to AMGP Tax savings by pro forma entity facilitates increased pro forma dividends and accretion per share Mutually beneficial and immediately accretive to both AMGP and AM DCF/Unit AM public unitholders receive up front premium and increased distributions (dividends) on same growth profile in 2019 Highest DCF growth among top 20 midstream entities from 2019-2022 at midpoint of targeted DCF growth range of 18% to 25% • · 4 Improves cost of capital to pursue additional growth opportunities s Elimination of IDRs lowers cost of capital and structure supports trajectory towards investment grade ratings 5 Enhances governance and shareholder rights Shareholder elected Board with C-Corp governance and majority of independent directors 6 Cash consideration results in further deleveraging at AR Minimum of $300MM cash consideration to AM's sponsor depending on cash election by AM public unitholders Strengthens AR's balance sheet 10#11Antero Family Simplified Pro Forma Structure Midstream simplification transaction results in one publicly traded midstream infrastructure corporation with no IDRs and AR as its largest shareholder Status Quo Structure Simplified Pro Forma Structure (2) Sponsors & Management 23% Public 77% 47% Antero Resources Public 53% Sponsors & Management 57% An Antero Midstream GP 186 MM shares XAntero Midstream Partners LP 188 MM units 43% Public Series B Profits Interest (¹) 100% Incentive Distribution Rights (IDRS) Sponsors & Management Sponsors & Management 1) Series B profits interest held by Antero management. 2. Pro forma ownership may vary depending upon cash election outcome. Note: Rectangle denotes corporation and triangle denotes partnership for state law purposes. AMGP is currently faxed as a corporation. 23% 24% 77% Antero Resources 31% 45% 508 MM shares Public Public Antero New AM Midstream 11#12DCF Profile Supports Growing Return of Capital Antero Midstream's distributable cash flow growth, self-funding business model, and leverage profile supports an increase in return of capital to shareholders Distributable Cash Flow vs. Growth Capex ($MM) $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 1.1x-1.2x DCF Coverage Guidance in 2019 2019 Dividends (Midpoint) ($MM) Excess DCF available for: Dividend growth Share repurchases · L Deleveraging and capital retention Organic growth capex 25% DCF CAGR Target 18% DCF CAGR Target Growth Capex(1) 2019 2020 2021 2022 Note: Distributable Cash Flow is a Non-GAAP measures. For additional information regarding these measures, please see appendix. Dividends and DCF targets pro forma for simplification transaction expected to close in March 2019. 1. Growth capex based on FactSet consensus estimates as of 2/1/2019. 12#13Highest DCF Growth Among Top 20 Midstream 6 New AM will be a unique midstream vehicle with scale, low leverage and high distributable cash flow growth all in a C-Corp structure C-Corp MLP Leverage 0.0% LANTERO MIDSTREAM* TARGA RESOURCES EQM Midstream Western Gas* ENBRIDGE* WILLIAMS* MPLX Phillips 66 Partners ENLINK MIDSTREAM* Andeavor Logistics Cheniere Energy ONEOK* TRANSCANADA* Energy Transfer* Magellan Midstream DCP Midstream PLAINS ALL AMERICAN* Enable Midstream Enterprise Products KINDER MORGAN* 5.0% 0.0x Eliminated IDRS (Simplified) 2.0x 3-Year Distributable Cash Flow CAGR (2020-2022) 10.0% 15.0% 20.0% 18% 25.0% 7.0x 125% 1.0x 3.0x 4.0x 5.0x 6.0x Debt / LTM Adjusted EBITDA 1) Includes entities with both a publicly traded C-Corp and partnership, designated in striped blue/gray. Source: FactSet. Top 20 midstream companies by market capitalization as of 2/01/2019. Pro forma for announced combination or simplification transactions that haven't closed including WES/WGP and AM/AMGP. New AM Highest DCF Growth at midpoint of target range and one of the Lowest Leverage profiles 13 of 20 entities have simplified and 9 of 20 are C-Corps(1) 30.0% 8.0x 9.0x 10.0x 13#14Antero Resources World Class E&P Operator Antero Resources WHALE#15Prolific Underlying Resource Underpins Growth Antero Resources holds 40% of the core undrilled liquids-rich locations in Appalachia with attractive economics and low breakeven prices Appalachian Leasehold Position Eclipse A Marcellus Industry Rig Unica Industry Rig Cabot Chesapeake CNX Laskar Jala Utica Shale Core Area BETNE Mod PUTRAN Ohio Utica Shale Liquids-Rich Fairway PURGARARE GAROOS SEARAN EQT Gulfport PannEnergy |HG FROSSES ABA 4 1100 BTU 1300 BTU LERNENIE West Virginia plav A A HASAN Marcellus Shale Liquids-Rich Fairway BUTLER Pitsburgh Metro Area AA AA AAA 1100 BTU PUCKER un Marcellus Shale Core Areas ALTRANY Virginia New York York CONVE A PORTER Pennsylvania K 7% 1100 BTU D 7% C 13% LYCOMAND SON 7% A 144.4 LAANA Core Liquids-Rich Appalachian Undrilled Locations (1) A 13% SAYTLARI LA B J F H 5% 3% 2% 3% [ON AR 40% MANNEN BURDEN MONTERIN 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 15#16Antero's Disciplined Strategy The Exploration and Production Industry is: PRICE CYCLICAL Antero's Strategy > Focus on liquids-rich development - not just a natural gas producer Sell production forward (100% hedged on gas in 2019) when favorable Maintain strong balance sheet to absorb pricing volatility 1. Maintenance capital based on holding production of 3.2 Befeld flat through 2023. $ CAPITAL INTENSIVE Antero's Strategy Own the lowest cost resource in the premier shale plays Disciplined investment within cash flow Low maintenance capital (~$700-$750MM needed to keep production flat) (1) COMPETITIVE & DYNAMIC Antero's Strategy ➤ Long-term focus, run by Co-Founders First mover on low-cost firm transportation > Achieve scale to capitalize on investment opportunities > Integrated model to capture value chain 16#17Strong Sponsor with Scale to Capitalize on Resource AM's sponsor and primary customer (AR), is the largest NGL producer in the U.S. with a strong balance sheet and leverage in the low 2x range Top U.S. C2+ NGL Producers - 2019E(1) 2019 Liquids Production vs. Revenue(¹)(2) MBbl/d 150 147 140 130 120 110 100 90 80 70 60 50 AR EOG RRC APC DVN 1) Factset consensus estimates as of 02/01/2019. 2) Liquids defined as oil and natural gas liquids (NGLs). OXY Largest NGL producer in the U.S. COP MRO NBL PXD 2019E Liquids Revenues ($MM) $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 $0 NGLs position AR with Permian producers in liquids revenue JAG PE WPX SM QEP CDEV XEC AR CXO FANG More Scale 200 PXD More Leverage to Liquids Pricing 100 2019E Liquids Production (MBbl/d) 300 400 17#18Resilient 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 and 55-60% hedged on 2020 production guidance and outlook Lower Prices Maintain balance sheet strength Antero Resources 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 18#19Long-Term Outlook Antero is poised to prudently grow production to maximize free cash flow, ultimately resulting in an appropriate mix of return of capital and further deleveraging Production Growth Scenarios (2020-2023) Production (MMcfe/d) 6,000 5,000 4,000 £3,000 2,000 1,000 Oil and Gas Price Assumptions 2019 Guidance $65/ $3.15 (1) $50/ $2.85 15% Growth CAGR ($65 Oil / $3.15 Gas) 10% Growth CAGR ($50 Oil / $2.85 Gas) 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. 2021E <1x Stand-alone Leverage by 2021 2022E <2x Stand-alone Leverage by 2022 $2.5 - $3.0 Bn Free Cash Flow Generation 2023E Free Cash Flow Neutral $2.5 $3.0 Bn Free Cash Flow Free Cash Flow Neutral 19#20Sustainable and De-risked Development Plan Antero Resources is 100% hedged on natural gas through 2019; Hedges and FT provide price stability to support sustainable long-term development Hedge Portfolio Supports Firm Commitments Firm Transportation Portfolio Allows Antero Resources to Achieve: Premium Price Hedge NYMEX Index Certainty Less volatility and greater surety in realized prices A key advantage as our product is delivered to NYMEX- related markets Antero Natural Gas Differentials vs. Appalachia Appalachia Antero Realized Differential ▪▪▪▪3-Year Appalachian Average ■■■■3-Year Antero Realized Basis $1.00 $0.50 $0.00 ($0.50) ($1.00) ($1.50) ($2.00) ($2.50) Reflects discount to NYMEX for Appalachia in-basin pricing at Dominion South & TETCO M2 indices. Represents simple average discount to NYMEX for Antero firm transportation capacity. ad MA Oct-14 Jan-15 Antero: Resources Diversified - Low Volatility Apr-15 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 LL-INC Oct-17 Jan-18 ($0,01) пл ($0.91) Apr-18 Jul-18 Sept-18 20#21Antero Hedge Position Antero has 100% of its gas production hedged in 2019 and 55% to 60% hedged in 2020 at ~$3.00/MMbtu Antero Hedge Profile(¹) (MMcf/d) 2,500 2,000 1,500 1,000 500 2,330 $3.44 $2.93 $2.50 1,149 2019 1) Based on 2/01/2019 NYMEX Henry Hub strip pricing. NYMEX Collar Volume -NYMEX Swap Price $3.00 $2.72 1,418 1,418 2020 $3.00 $2.61 710 710 2021 INYMEX Swap Volume NYMEX Strip Price $3.00 $2.63 850 850 2022 $2.91 $2.71 90 90 2023 ($/MMBtu) $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 21#22Firm Transportation Portfolio Provides Visibility All of Antero Resources' contracted firm capacity is now in service, providing visible production growth and sales to diversified markets Antero Resources Firm Transportation Portfolio vs. Gross Gas Production (MMcf/d) (MMcf/d) 5,000 4,000 3,000 2,000 1,000 0 Appalachia (M2/Dom South) - 625 MMcf/d 2016 TCO Pool - 690 MMcf/d 2017 2018 2019 15% Growth CAGR ($65 Oil / $3.15 Gas) Production Target Range 10% Growth CAGR ($50 Oil / $2.85 Gas) Midwest: 800 MMcf/d Mid-Atlantic/NYMEX-related: 530 MMcf/d 2020 Gulf Coast - 2,100 MMcf/d 2021 2022 2023 Total 4.7 Bcf/d Regional markets and lowest transport cost Premium Markets Outside of Appalachia 1) 2019 natural gas volume assumes midpoint of 2019 guidance and has been grossed up for 83% net revenue interest and an 1100 BTU factor. Outer years assume 10% or 15% year-over-year growth thereafter. 22#23Integration 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 $4.09 $4.08 $4.41 | NU $3.65 2013 $2.66 $2.46 $3.61 $3.11 $3.98 +36% vs. Peer Avg. from 2013 - 2018 $2.83 $2.96 2014 2015 2016 2017 3Q 18 $4.00 $3.50 $3.36 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 Stand-alone E&P Adjusted EBITDAX Margins ($/Mcfe) Source: SEC filings and press releases. Peers include: CNX, COG, EQT, RRC & SWN. See appendix for detailed calculations. AR $2.97 Peer Average $2.07 $2.06 $1.61 $1.68 +28% vs. Peer Avg. from 2013 - 2018 2013 2014 2015 2016 2017 3Q 18 23#24Premier Northeast Infrastructure Platform WICK TE Antero Midstream Antero Clearwater Facility - February 2018#25Antero Midstream Asset Overview AR's core resource base, combined with AM's integrated midstream assets, positions AM as the leading Appalachian infrastructure growth platform Over 300 miles of pipeline Over 2.2 Bcf/d of compression capacity Gathering Compression Fresh Water Processing & Delivery & Fractionation Treatment Over 275 miles of fresh water pipeline and 60,000 Bbl/d of wastewater treatment capacity & HIFLE C Over 1.0 Bcf/d processing capacity and 20,000 Bbl/d of fractionation capacity 25#26High Growth Midstream Throughput Antero Midstream has delivered consistent, peer-leading, and sustainable growth through its organic investments Low Pressure Gathering (MMcf/d) 2,500 2,000 1,500 1,000 500 700 600 500 400 300 200 100 498 N/A 1,016 1Q 2017 49% CAGR 2014A 2015A 2016A 2017A 3Q 2018 Gas Processing (MMcf/d) 216 1,403 368 20 3Q 2017 2017 425 1,660 4Q 2017 Note: CAGRS represent 2014-2017 growth period where applicable. 519 +65% YoY 2,165 571 1Q 2Q 2018 2018 606 3Q 2018 1,800 1,600 1,400 1,200 1,000 800 600 400 200 250 200 150 100 50 Compression (MMcf/d) 104 741 432 126% CAGR N/A 96 2014A 2015A 2016A 2017A 3Q 2018 Fresh Water Delivery (MBbl/d) 2014A 2015A 123 32% CAGR 1,196 2016A 1,756 153 s 195 2017A 3Q 2018 26#27Capital and Adjusted EBITDA Contribution - 2019 s 2019 organic capital budget fully funded with retained cash flow and credit facility borrowings no need for equity financing Capital Expenditures ($MM) Adjusted EBITDA ($MM) Processing & Fractionation $200 26% Water Delivery & Treatment $175 22% Gathering & Compression $400 52% Capital Budget: $775MM 1. Adjusted EBITDA. See appendix for Non-GAAP items and reconciliation Processing & Fractionation 9% Water Delivery & Treatment 25% Long Haul Pipelines 1% Gathering & Compression 65% EBITDA Guidance(1): $870- $920MM 27#284-year Organic Project Backlog: 2019-2022 "High-graded" organic project backlog of $2.0B through 2022 $2.0B Project Backlog - By Area Ohio Utica $75 4% MM Marcellus $1,900 MM 96% Primary focus on rich gas Marcellus infrastructure $2.0B Project Backlog - By Function Processing & Fractionation JV $500 MM 25% Low Pressure Gathering $450 MM 23% 4-year identified project inventory of $2.0B Note: Processing and fractionation JV includes $200MM of capital incremental to original $800MM investment for additional processing facilities constructed in the 5-year plan. NS 6 Fresh Water High Compression $350 MM Pressure $450 MM 18% Gathering 23% $225 MM 11% 28#29B Gathering and Compression Assets & Strategy Significant long-term volumetric visibility from AR supports efficient gathering and compression infrastructure buildout and attractive project returns Asset Strategy Historical Compression Utilization Avg. Capacity-Throughput Volumes-% Utilization MMcf/d 2,500 "Just-in-Time" capital investment philosophy appropriately sizes infrastructure buildout Eliminates "gas waiting on pipe" for AR 2,000 Targets high asset utilization rates and 1,500 continued focus on expense reduction strategies 100% fixed fee revenues & minimum volume commitments (MVCS) Gathering Pipelines Tyler/Wetzel Connector Tyler/Wetzel LP Gathering Miles 15 15 20 1,000 Ongoing 500 73% 2015 2019 Gathering & Compression Projects Size In (Inch) Service 30 3Q19 Compressor Station Ferrell Ferrell Expansion Total 2019 Projects 92% 2016 87% 80% 2017 3Q 2018 Capacity Location (MMcf/d) Marcellus 240 Marcellus 120 360 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% In Service 1Q19 3Q19 29#30Processing and Fractionation Assets & Strategy s Joint Venture with MPLX (subsidiary of Marathon) aligns the largest core liquids-rich resource base with largest processing and fractionation footprint in Appalachia Cumulative JV Processing Capacity (Bcf/d) · Asset Strategy Support rich-gas and C3+ NGL volume growth at AR, investing "Just-in-Time" capital along side MPLX Sherwood 11 was placed in service in December 2018 Sherwood is now the largest processing facility in North America 100% fixed-fee supported by MVC's Processing and Fractionation Projects Committed Growth Projects Hopedale 4 Fractionator (Bbl/d) Sherwood 12 Processing Plant Sherwood 13 Processing Plant Smithburg 1 Processing Plant Capacity (MMcf/d) 60,000 200 200 In Service 4Q18 2Q19 3Q19 200 3000 2500 2000 1500 1000 500 0 1Q20 400 70 60 50 40 30 20 10 YE 2017 20 +2.2 Bcf/d Full Buildout (YE 2022) Cumulative JV Fractionation Capacity (MBbl/d) 1,000 YE 2017 YE 2018 +40 Mbbl/d 40 2,600 Full Buildout (YE 2022) Note: JV has an option to purchase a 1/3 interest in Hopedale 4 Fractionator, or 20.000 Bbild net capacity. Hopedale 4 is in service and election is included in AM's 2019 Budget. Committed projects are 100% committed to by AR. 30 Smithburg Sherwood 2019 60#31Water Handling and Treatment Assets & Strategy 6 Due to the reliability of AM's buried fresh water pipeline system, AM has a 100% track record of timely fresh water deliveries to AR's completions Asset Strategy Water Services Provided Pipeline to Fresh Water System • Provide timely service to allow AR to maintain its development pace and flexibility · Sustainable "Closed Loop" system for providing freshwater, then recycling wastewater for re-use Eliminates >620,000 truck trips and 42,000 tons of CO2 emissions per year 100% fixed fees for delivery and treatment • AM's firm water service at the pad saves AR an estimated $0.50 per barrel for fresh water needs compared to trucking Fresh Water Delivered to Pad Via Pipeline "Wastewater" (Produced & Flowback) 2019 Fresh Water Projects Miles/ Capacity 10 miles 80 Bbl/Minute Growth Projects Ohio River to Pioneer Buried Line Ohio River Withdrawal Facility Tyler/Wetzel Surface Line Connects Wastewater Treatment at Clearwater In Service 4Q19 4Q19 Ongoing 31#32Fixed Fee Business Model Supports Stable Cash Flows Antero Midstream generates all of its revenues through fixed-fee contracts, insulating EBITDA growth from commodity price volatility Antero Midstream Adjusted EBITDA ($MM) Details ▪ 100% of revenues derived from fixed-fee contracts ▪ Backed by acreage dedications from Antero Resources in the core of the Marcellus and Utica ▪ Contract life of 10-15 years with inflation protection Underpinned by minimum volume commitments (MVCS) 70-75% on compression, HP gathering and processing - AM Adjusted EBITDA ($MM) $1,200 $1,000 $800 $600 $400 $200 $0 Adjusted EBITDA -NYMEX Henry Hub Gas Price ▪NYMEX Gas Price Outlook IPO $67 $215 $529 $404 $755 $705 $920 68% EBITDA CAGR Since IPO $870 $5.00 $4.50 $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 2014A 2015A 2016A 2017A 2018E 2019E 2020E See appendix for Non-GAAP items and reconciation. 2018 and 2019 reflects previously disclosed Antero Midstream guidance ranges. 2020 reflects FactSet consensus estimates as of 2/1/2019, denoted in light gray. Note: CAGR represents CAGR from 2019 midpoint compared to 2014 actuals. NYMEX Henry Hub Gas Price ($/MMBtu) 32#33Organic Strategy Drives Attractive Return on Capital s Fixed-fee tolling business combined with "Just-in-Time" capital investment drives attractive returns on capital across commodity environments AM Return on Invested Capital (ROIC) Investment Philosophy ▪ Non-speculative "Just-in-Time" 20% capital investment philosophy - Infrastructure planning and 18% investment integrated with AR's development plan 16% Grow organically, not through competitive acquisition market ▪ Keys to attractive economics: - Focus on projects where AR volumes drive growth Provide customized and integrated solution, appropriately sizing infrastructure 14% 12% 10% 8% 6% 4% 2% 0% 12% NYMEX Gas Price ($/MMBtu) NYMEX Gas Price Outlook ($/MMBtu) 16% 16% 13% Actual 14% 19% Consensus 2014A 2015A 2016A 2017A 2018E 2019E 2020E Source: FactSet. Return on invested capital is a non-GAAP measure. For additional information regarding this measure, please see "Antero Midstream Non-GAAP Measures in the Appendix Note: NYMEX gas price outlook based on midpoint of Antero Resources pricing assumptions of $50-$65 per barrel WTI oil prices and $2.85-$3.15 per MMBtu NYMEX natural gas prices beginning in 2020. $5.00 $4.50 $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 33#34Millions Oil and Gas Price Assumptions 0 Long-Term Outlook - New AM Based on AR's flexible long-term outlook, AM is targeting an 18% - 25% distributable cash flow (DCF) CAGR from 2020 to 2022 New AM Distributable Cash Flow Growth Scenarios (2020-2022) $1,600 $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 $65/ $3.15 2019 Guidance¹) 25% Distributable Cash Flow CAGR $50/ 18% Distributable Cash $2.85 Flow CAGR 25% DCF CAGR ($65 Oil / $3.15 Gas) 2020E 18% DCF CAGR ($50 Oil / $2.85 Gas) 2021E Declining Leverage Profile to low to mid 2x Declining Leverage Profile to low to mid 2x Note: Distributable cash flow is a non-GAAP metric-see appendix for details. DCF CAGR ranges apply to midpoint of 2019 production guidance. 1) Based on the midpoint of 2019 distributable cash flow guidance. 2022E Supports Previously Communicated Dividend Growth Targets Supports Previously Communicated Dividend Growth Targets 34#35The "New" Energy Infrastructure Model New AM checks all the boxes "Old" MLP Model "New" Infrastructure Perception Corporate Structure Investor Base Financing Leverage Capital Discipline Return of Capital K-1 tax form and "IDRS" Niche and retail oriented investor base Serial equity issuance Over-levered in 4x - 5x range Growth at sub-optimal economics Higher distribution growth, lower distribution coverage Model 1099 tax form and No "IDRS" Broad institutional investor base Self-funding growth projects Appropriate leverage in 3x-4x range Disciplined capital allocation Lower dividend growth, higher dividend coverage Antero Midstream Plus C-Corp governance Eligible for major indices No expected equity needs through 2022 3x declining to low 2x range by 2022 Mid-to-high teens return on capital Optionality to grow dividends, repurchase shares and/or retain capital 35#36Investment Thesis Prolific Underlying Resource & De-risked Development Plan... Multi-decade underlying NGL and natural gas resource base in Appalachia Dominant liquids-rich position with significant barriers to entry ...Run by Co-Founders... • Significant ownership directly aligned with shareholders One of the longest tenured management teams in Appalachia ...With A Differentiated Strategy... Resilient organic growth model delivers results across commodity cycles "Just-in-Time" capital investment aligned with sponsor development program drives superior return on invested capital (ROIC) • No expected equity needs to fund $2.0 billion of "In-Hand" opportunities M ... In the Right Corporate Structure... Tax efficient and universally investable C-Corp structure Will be eligible for major equity index inclusion . O • ...At an Attractive Valuation Unique blend of growth and yield unmatched vs. S&P 500 companies Attractive valuation on traditional cash flow and earnings metrics vs. S&P 500 sectors 36#37Antero Midstream APPENDIX#38O Merger Consideration - AM Public Unitholder At the effective time of the Merger: in exchange for each AM Common Unit held, each AM Public Unitholder will be entitled to receive, at its election and subject to proration, one of: Public Mixed Consideration $3.415 in cash without interest and 1.6350 shares of New AM Common Stock Public Stock Consideration 1.6350 shares of New AM Common Stock plus an additional number of shares of New AM Common Stock equal to the quotient of (A) $3.415 and (B) the AMGP VWAP Public Cash Consideration $3.415 in cash plus an additional amount of cash, in each case without interest, equal to the product of (A) 1.6350 and (B) the AMGP VWAP Note: The aggregate cash consideration to be paid as Merger Consideration will be fixed at an amount equal to the aggregate amount of cash that would be paid if all AM Public Unitholders received the Public Mixed Consideration (the "Public Available Cash") and Antero Resources received the AR Mixed Consideration (collectively, the "Available Cash Consideration"), which is approximately $598 million in the aggregate. However, if the Public Available Cash exceeds the cash consideration elected to be received by the AM Public Unitholders (the amount of such excess, "Excess Available Cash"), Antero Resources may elect to increase the total amount of cash it receives as a part of the AR Mixed Consideration up to an amount equal to the Excess Available Cash. To the extent Antero Resources elects to receive additional cash, the number of shares it receives will be reduced accordingly based on the AMGP VWAP. In addition, the Merger Consideration each AM Public Unitholder will receive may be prorated in the event that more cash or equity is elected to be received than what would otherwise have been paid if all AM Public Unitholders received the Public Mixed Consideration and Antero Resources received the AR Mixed Consideration. See definitive proxy statement/prospectus for additional information. 38#39Simplification Transaction Overview s On October 9th, Antero Midstream GP LP ("AMGP") announced that it had agreed to acquire Antero Midstream Partners LP ("AM") to be renamed "Antero Midstream Corporation" (NYSE: AM) or "New AM" • AMGP to acquire 100% of outstanding common units of AM, including common units owned by AR Elimination of incentive distribution rights ("IDRs") and Series B profits interest • All-in consideration to AM public unitholders consisting of 1.635 AMGP shares and $3.415/unit in cash • All-in consideration to AR owned AM units consisting of 1.6023 AMGP shares and $3.00/unit in cash Total aggregate cash consideration of $598 MM Key Deal Terms Structure Taxes Financing Voting & Close Pro forma entity will convert to a C-Corp for tax and governance purposes and will be renamed Antero Midstream Corporation ("New AM") New AM will trade on the NYSE and will retain the "AM" ticker symbol • Streamlined governance and Board of Directors composition with majority of independent directors Taxable to all AM common unitholders and New AM receives the benefit of a tax basis "step-up" Not expected to pay any material federal or state income taxes through at least 2023 • PV-10 savings of approximately $800 million to New AM from tax basis step-up • Transaction to be financed through borrowings on New AM's revolving credit facility AM exercised its accordion feature, increasing borrowing capacity to $2.0 Billion • Maintains trajectory towards investment grade credit profile Subject to majority of minority vote at AMGP and AM and expected to close in the first quarter of 2019 39#40Attractive Valuation on Traditional Metrics The energy sector and AM provide attractive combination of earnings growth and yield investment opportunity vs. other S&P 500 companies Price / 2019E Net Income (EPS) Enterprise Value / 2019E EBITDA 18.1x 17.5x 19.0x 17.0x 15.0x 13.0x 11.0x 9.0x 7.0x 5.0x Utilities 1.5x 1.0x 0.5x 0.0x Telecom/Tech 4.0x 3.5x 3.5x - 3.0x - 2.5x 2.0x- Industrials 3.0x 16.3x 16.1x 15.8x 14.9x S&P 500 Telecom/Tech Industrials Price / Book Value S&P 500 2.7x 2.5x Energy Infrastructure Materials Antero Midstream 2.2x Materials 13.5x Antero Midstream 2.0x 1.8x Utilities Energy Infrastructure 15.0x 13.0x 11.0x 9.0x 7.0x 5.0x 10.4x 9.9x S&P 500 10.0% 9.2% 8.0% 6.0% 4.0% 2.0% 0.0% Antero Midstream Antero Midstream 9.8x 9.7x 9.5x 7.3% 2019E Dividend Yield Energy Infrastructure 3.4% Energy Infrastructure Source: FactSet estimates as of 2/01/19. Represents median of all companies within S&P designated industry (GICs classification). Antero Midstream balance sheet data as of pro forma 9/30/18 detailed on page 39 and AMGP share price of $13.41 as of 2/1/2019 to represent New AM share price. Industrials S&P 500 Materials 8.3x 2.3% 2.1% 2.2% Industrials Telecom/Tech 7.0x Materials 0.0% Telecom/Tech 40#41Antero Capitalization – Pro forma as of 9/30/18 Antero Midstream Status Quo Pro Forma As of September 30, 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 September 30, 2018 (SMM) Cash Consideration for Simplification Transaction Hedge Portfolio Monetization Antero Resources Share Repurchase Program Total Adjustments to Nebt Debt: Increase / (Decrease) Pro Forma Net Debt Pro Froma Debt / LTM Adjusted EBITDA Credit Facility Capacity Liquidity Antero Midstream 50 $875 $650 ($8) $1,517 $1,517 $665 2.3x $1,500 $625 Antero Midstream $598 $598 $2,115 3.2x $2,000 $527 Antero Antero Resources (Standalone) 50 $547 $1,000 $1,100 $750 $600 ($27) $3,970 $3,970 $1,615 2.5x $2,500 $1,953 Antero Resources (Standalone) ($297) ($357) $129 (S525) $3,445 2.1x $2,500 $2,478 0 Antero Resources (Consolidated) $1,422 $1,000 $1,100 $750 $650 $600 ($35) $5,487 $5,487 $1,891 2.9x Antero Resources (Consolidated) $301 ($357) $129 $73 $5,560 2.9x 41#42Antero Resources D&C Capital Through negotiating contracts and self sourcing sand, Antero was able to mitigate a majority of inflationary pressures on D&C capital for 2019 Antero Resources Stand-alone Marcellus Well Cost ($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 Improved completion efficiencies $0.01 Increased Stages per Day $0.97 2019 Budgeted Stand-alone Marcellus Well Cost 100% of sand self sourced $0.01 Increased Sand Self Sourcing Lower water truck staging times and improved operations at Clearwater $0.02 Optimized Water Logistics $0.01 Further Increased Stages per Day $0.93 2019 Target Stand-alone Marcellus Well Cost 42#43Liquidity & Debt Term Structure 2017 9/30/2018 Debt Maturity Profile Credit facility for AM extended its average debt maturity out to 2023 2018 AM Credit Facility No maturities until 2022 2019 2020 2021 AM Senior Notes $875 2022 2023 $650 2024 2025 43#44Antero Midstream Project Economics "Just-in-Time" capital investment philosophy drives attractive project IRR's AM Project Economics by Investment (Ranges) Internal Rate of Return 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% % of 4-year Organic Project Backlog 40% 30% LP Gathering 23% 28% 18% HP Gathering 11% 25% 15% Compression 23% URNS 40% 30% Fresh Water Delivery 18% 15% 10% Weighted Avg: 25% IRR 18% 15% Advanced Processing/ Wastewater Fractionation Treatment s 25% 44#45Antero Midstream Fee Structure · i # i Gathering & Compression Agreement Fixed-fee agreement to provide gathering and compression services to AR with 20-year term beginning in November 2014 Low-pressure gathering fee of $0.30/Mcf(1) - High-pressure gathering fee of $0.18/Mcf(1) - Compression fee of $0.18/Mcf(1) Condensate gathering fee of $4.00/Bbl(¹) Dedication of all current and future AR acreage in West Virginia, Ohio and Pennsylvania, outside of current third- party commitments in place prior to IPO or acquired acreage subject to pre-existing dedications - Option to gather and compress natural gas produced by AR on any acreage it acquires in the future outside of the aforementioned areas on the same terms and conditions 10-year minimum volume commitments on newly constructed high-pressure lines and compressor stations - High-pressure gathering minimum volume commitments of 75% of design capacity Compression minimum volume commitments of 70% of design capacity Separate right of first offer agreement with AR AR has agreed not to procure any gas processing or NGL fractionation, transportation or marketing services (outside of current third-party dedications) without first offering AM the right to provide such services 1. All subject to CPI-adjustments · · Fixed-fee agreement to provide water services to AR with 20-year term beginning in September 2015 Water Services Agreement $3.69/Bbl(¹) in West Virginia and $3.64/Bb|(¹) in Ohio for freshwater deliveries by pipeline directly to the well site - $4.00(¹) per barrel for wastewater treatment at the advanced wastewater treatment complex Exclusive right to provide freshwater delivery, fluid handling and disposal services to AR in dedicated area in West Virginia and Ohio - Right of first offer on all future areas of operation 4-year minimum volume commitment for fresh water deliveries in calendar years 2016 through 2019 - 90,000 barrels per day in 2016 - 100,000 barrels per day in 2017 - 120,000 barrels per day in 2018 and 2019 Sponsor incentivized for future growth, which protects AM future cash flows # . $125MM earn-out payment in 2019 if fresh water delivery volumes exceed 161,000 barrels per day from 2017-2019 $125MM earn-out payment in 2020 if fresh water delivery volumes exceed 200,000 barrels per day from 2018-2020 s 45#46Maintenance Capital Methodology Maintenance Capital Calculation Methodology - Low Pressure Gathering Estimate the number of new well connections needed during the forecast period in order to offset the natural production decline and maintain the average throughput volume on our system over the LTM period - (1) Compare this number of well connections to the total number of well connections estimated to be made during such period, and - (2) Designate an equal percentage of our estimated low pressure gathering capital expenditures as maintenance capital expenditures * Maintenance Capital Calculation Methodology - Fresh Water Distribution Estimate the number of wells to which we would need to distribute fresh water during the forecast period in order to maintain the average fresh water throughput volume on our system over the LTM period - (1) Compare this number of wells to the total number of new wells to which we expect to distribute fresh water during such period, and - (2) Designate an equal percentage of our estimated water line capital expenditures as maintenance capital expenditures Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our operating capacity or revenue • Illustrative Example -LTM Production NTM Production Forecast Average LTM Production LTM Forecast Period Decline of LTM average throughput to be replaced with production volume from new well connections s 46#47. Antero Midstream Non-GAAP Measures 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. s The Partnership defines Free Cash Flow as cash flow from operating activities before changes in working capital less capital expenditures. Management believes that Free Cash Flow is a useful indicator of the Partnership's ability to internally fund infrastructure investments, service or incur additional debt, and assess the company's financial performance and its ability to generate excess cash from its operations. Management believes that changes in operating assets and liabilities relate to the timing of cash receipts and disbursements and therefore may not relate to the period in which the operating activities occurred. The Partnership defines Return on Invested Capital as net income plus interest expense divided by average total liabilities and partners' capital, excluding current liabilities. Management believes that Return on Invested Capital is a useful indicator of the Partnership's return on its infrastructure investments. The Partnership defines Net Debt as total debt minus cash. Antero Resources non-GAAP measures and definitions are included in the Antero Resources analyst day presentation, which can be found on www.anteroresources.com. 47#48Antero Midstream Non-GAAP Reconciliation The following reconciles net income to Adjusted EBITDA and Distributable Cash Flow: 2014 G&C Only S in Thousands Net income Interest expense, net Impairment of property and equipment Depreciation Accretion and change in fair value of contingent acquisition consideration Accretion of asset retirement obligations Equity-based compensation Equity in earnings of unconsolidated affiliates Distributions from unconsolidated affiliates Gain on sale of assets-Antero Resources Gain on sale of assets-third-party Adjusted EBITDA Pre-IPO net income attributed to parent Pre-IPO depreciation attributed to parent Pre-IPO equity-based compensation attributed to parent Pre-IPO interest expense attributed to parent Pre-Water Acquisition net income attributed to parent Pre-Water Acquisition depreciation attributed to parent Pre-Water Acquisition equity-based compensation attributed to parent Pre-Water Acquisition interest expense attributed to parent Adjusted EBITDA Attributable to the Partnership Interest paid Increase (decrease) in cash reserved (paid) for bond interest Income tax withholding upon vesting of Antero Midstream Partners equity- based compensation awards Maintenance capital expenditures Distributable cash flow S S S S 16,832 S 4,620 36,789 8,619 66,860 66,860 -2981 -10,423 53,456 S S 2014 127,875 6,183 53,029 11,618 198,705 -98,219 -43,419 -8,697 -5,358 -22,234 -3,086 16,679 -331 -1,157 15,191 2015 159,105 8,158 86,670 22,470 279,736 -40,193 -18,767 -3,445 215,005 -5,149 -4,806 -13,097 191,953 2016 236,703 21,893 99,861 16,489 26,049 7,702 - -3,859 404,353 404,353 -13,494 -10,481 -5,636 -21,622 353,120 s 2017 307,315 37,557 23,431 119,562 13,476 27,283 -20,194 20,195 528,625 528,625 -46,666 291 -5,945 -55,159 421,146 48#49Antero Midstream Non-GAAP Measures 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. Antero Midstream has not included a reconciliation of Adjusted EBITDA and Distributable Cash Flow to their nearest GAAP financial measure for 2019 because it cannot do so without unreasonable effort and any attempt to do so would be inherently imprecise. Antero Midstream is able to forecast the following reconciling items between Adjusted EBITDA and Distributable Cash Flow and net income (in thousands): Depreciation expense Equity based compensation expense.. Equity in earnings of unconsolidated affiliates.. Distributions from unconsolidated affiliates.. S Twelve Months Ending December 31, 2019 Low 180,000 48,000 68,000 87,000 High 185,000 52,000 73,000 92,000 The Partnership cannot forecast interest expense due to the timing and uncertainty of debt issuances and associated interest rates. Additionally, Antero Midstream cannot reasonably forecast impairment expense as the impairment is driven by a number of factors that will be determined in the future and are beyond Antero Midstream's control currently. s 49#50Antero 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 Consolidated total debt Cash and cash equivalents Consolidated net debt Net income Interest expense Impairment of property and equipment expense Depreciation expense Accretion of contingent acquisition consideration Accretion of asset retirement obligations $ Equity-based compensation Equity in earnings of unconsolidated affiliate Distributions from unconsolidated affiliates Gain on sale of asset - Antero Resources Adjusted EBITDA September 30, 2018 The following table reconciles net income to Adjusted EBITDA for the twelve months ended September 30, 2018 as used in this presentation (in thousands): 875,000 650,000 (8,146) 1,516,854 1,516,854 Twelve Months Ended September 30, 2018 401,491 53,307 29,202 138,279 15,644 101 23,453 (35,139) 39,735 (583) 665,490 O 50#51Antero Resources Definitions 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. 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. 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. 51#52Antero Resources Definitions 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. 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: W 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. 52#53Antero Resources Standalone Adjusted EBITDAX Reconciliation Stand-alone LTM Adjusted EBITDAX Reconciliation (in thousands) Net income attributable to Antero Resources Corporation Commodity derivative fair value gains Gains on settled commodity derivatives Marketing derivative fair value gains Gains on settled marketing derivatives Interest expense Loss on early extinguishment of debt 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 Distributions from Antero Midstream Adjusted EBITDAX S Stand-alone Twelve months ended September 30, 2018 210,898 (334,617) 344,917 (72,687) 78,098 219,206 1,205 (397,638) 787,598 482,568 4,470 7,050 (15,645) 57,496 92,545 149,292 1,614,756 Antero 53#54Antero Resources Stand-alone Adjusted EBITDAX Stand-alone Adjusted EBITDAX per Mcfe Reconciliation (Annual) (S/Mcfe) Natural Gas, Oil, 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 E&P EBITDAX Margin (All-In) Production Volumes (Bcfe) $ Millions Natural Gas, Oil, 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 $ $ $ $ $ $ $ $ $ $ 2013 4.31 $ 4.74 $ 0.86 $ 0.37 S $ 5.10 $ 00 00 5.17 $ $ 1.25 $ 0.24 0.05 191 0.26 1.81 S 3.36 $ 821 $ 164 239 46 9 985 $ 2014 50 345 $ 1.46 $ 0.23 0.08 0.14 0.23 2.14 $ 2.96 $ 368 1,741 $ 136 1,877 $ 537 86 28 50 86 786 $ 2015 2.53 $ 1.57 $ 0.16 $ 4.27 $ 1.56 $ 0.14 0.07 0.23 0.20 2.20 2.07 545 $ S 1,379 $ 857 89 2,324 $ 853 77 36 123 108 1,196 $ 2016 2.60 $ 1.48 S 0.17 S 4.25 $ 1.70 S 0.10 0.07 0.16 0.16 2.19 S 2.06 $ 676 1,757 S 1,003 112 2,872 $ 1,146 69 51 106 110 1,483 $ 2017 3.35 $ 0.26 $ 0.16 S 3.77 $ 1.75 $ 0.11 0.11 0.13 0.15 2.26 S 1.61 $ 822 2,751 $ 214 132 3,097 $ 1,441 91 94 108 119 1,853 $ 1Q2018 3.56 $ 0.47 $ 0.17 $ 4.21 $ 1.80 $ 0.12 0.15 (0.27) 0.15 1.93 $ 2.28 $ 214 762 S 101 36 900 $ 384 25 31 (59) 31 413 S 202018 3.35 S 0.42 S 0.17 S 3.94 $ 1.79 $ 0.11 0.14 0.30 0.15 2.48 S 1.46 S 229 768 S 39 903 S 410 25 32 69 33 569 S 3Q2018 3.70 0.28 0.16 4.15 1.77 0.12 0.14 0.31 0.14 2.48 1.68 250 925 71 41 1,037 29 35 78 34 619 54