Partnership Overview February 2017

Transcription

1 Partnership Overview February 2017

2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements. All statements, other than statements of historical facts, included in this presentation that address activities, events or developments that Antero Midstream Partners LP, and its subsidiaries (collectively, the Partnership ) expect, believe or anticipate will or may occur in the future are forward-looking statements. The words believe, expect, anticipate, plan, intend, estimate, project, foresee, should, would, could, or other similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation specifically include expectations of plans, strategies, objectives, and anticipated financial and operating results of the Partnership and Antero Resources Corporation ( Antero Resources ). These statements are based on certain assumptions made by the Partnership and Antero Resources based on management s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include the factors discussed or referenced under the heading Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015 and in the Partnership s subsequent filings with the SEC. The Partnership cautions you that these forward-looking statements are subject to risks and uncertainties that may cause these statements to be inaccurate, and readers are cautioned not to place undue reliance on such statements. 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, 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 discussed or referenced under the heading Item 1A. Risk Factors in the Partnership s Annual Report on Form 10-K for the year ended December 31, 2015 and in the Partnership s subsequent filings with the SEC. Our ability to make future distributions is substantially dependent upon the development and drilling plan of Antero Resources, which itself is substantially dependent upon the review and approval by the board of directors of Antero Resources of its capital budget on an annual basis. In connection with the review and approval of the annual capital budget by the board of directors of Antero Resources, the board of directors will take into consideration many factors, including expected commodity prices and the existing contractual obligations and capital resources and liquidity of Antero Resources at the time. Any forward-looking statement speaks only as of the date on which such statement is made, and the Partnership undertakes no 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. Antero Midstream Partners LP is denoted as AM and Antero Resources Corporation is denoted as AR in the presentation, which are their respective New York Stock Exchange ticker symbols. 1

3 ANTERO MIDSTREAM PROFILE Market Cap... Enterprise Value.... LTM EBITDA (1)... % Gathering/Compression % Water Net Debt (2) /LTM EBITDA.. Gross Dedicated Acres (3). $6.2 Billion $7.0 Billion $404 Million 65% 35% 2.0x 528,000 Note: Market cap and enterprise value as of 2/6/2017 pro forma for the 6.0 million unit offering with gross proceeds of $198 million used to fund $155 million MPLX JV payment. 1. Twelve months ended 12/31/2016. Includes midpoint of preliminary unaudited results, per information available to the Partnership as of the 2/6/2017 offering. 2. Net debt based on credit facility borrowings as of 2/3/2017 per S-3 filing dated 2/6/2017 pro forma for 2/6/2017 unit offering of $198 million and $155 million MPLX JV payment. 3. Excludes 173,000 gross acres dedicated to third parties for gathering and compression services. 2

4 JOINT VENTURE OVERVIEW Antero Midstream (NYSE: AM) and MPLX (NYSE: MPLX) have formed a 50/50 joint venture for processing and fractionation infrastructure in the core of the liquids-rich Marcellus and Utica Shales Strategic Rationale Further aligns the largest core liquids-rich resource base with the largest processing and fractionation footprint in Appalachia Up to 11 additional processing plants and 3 additional fractionation facilities Over $800 million project inventory through 2020 (net to AM), including ~$155 million contribution upfront for processing and fractionation infrastructure Ohio Condensate Stabilization Cadiz Complex (1) Hopedale Fractionation Complex Hopedale 1 2 In Service Hopedale 3 In Service 60,000 Bbl/d Hopedale 4 5 Planned 120,000 Bbl/d Keystone Complex Harmon Creek Complex Houston Complex Fits with AM s full value chain organic growth strategy Long-term 100% fixed-fee revenues 75% MVCs on processing Full build out EBITDA multiple of 4x 6x 15% 18% IRR Seneca Complex Seneca In Service Majorsville Complex Mobley Complex Improved visibility throughout vertical value chain and ability to deploy just-in-time capital supporting Antero Resources rich gas development Pro forma for the JV, AM has $2.7 billion of organic growth opportunities from at attractive 4x 6x investment to EBITDA multiples 1. RigData as of 01/06/17. Rigs drilling in rich gas areas only. 2. New site shown on map for illustrative purposes only. New site location still to be determined. New Complex (2) Future Processing TBA 1 6 Planned 1,200 MMcf/d Sherwood Complex Sherwood In Service 1,200 MMcf/d Sherwood 7 1Q MMcf/d Sherwood 8 3Q MMcf/d Sherwood 9 1Q MMcf/d Sherwood Planned 400 MMcf/d 3

5 JOINT VENTURE: PROCESSING ASSET SUMMARY Summary AM and MPLX have formed a 50/50 joint venture to invest in Marcellus processing infrastructure JV will construct up to 5 new 200 MMcf/d processing plants at Sherwood and up to 6 additional plants at a new site to be named in Tyler, Wetzel or Doddridge County to meet Antero s liquids-rich gas production growth profile All JV processing assets will be operated by MPLX Antero Resources is the anchor producer 15 year fixed-fee agreement with inflation protection and 75% minimum volume commitment for 12 years Antero Midstream will release 195,000 gross processable acres to the JV in Tyler, Wetzel and Ritchie Counties, WV Over 2,100 undrilled locations and 29 Tcfe of net 3P reserves dedicated to the JV (1) The JV expects to invest up to $1.3 billion over the next four years in processing infrastructure Net capital investment of $650 million over 4 years, including ~$95 million contribution up front for processing infrastructure under construction (Sherwood Plants 7, 8 and 9) JV excludes Y-grade and NGL pipeline infrastructure as well as de-ethanization facilities Joint Venture Processing Assets New Complex (2) Future Processing TBA 1 6 Planned 1,200 MMcf/d = 200 MMcf/d of capacity Joint Venture Assets Sherwood Complex Sherwood In Service Sherwood 7-1Q17 Sherwood 8-3Q17 Sherwood 9 1Q18 Sherwood Planned JV Plants 195,000 Gross Acres 167,000 Gross Acres Note: RigData as of 01/06/17. Rigs drilling in rich gas areas only. 1. Antero undrilled 3P locations and 3P reserves at strip pricing as of 12/31/2016 with Btu greater than New site shown on map for illustrative purposes only. New site location still to be determined. 4

6 JOINT VENTURE: FRACTIONATION ASSET SUMMARY Summary AM and MPLX have formed a 50/50 joint venture to invest in C3+ fractionation infrastructure in Appalachia JV will purchase 1/3 capacity up front in Hopedale 3 and additional capacity as C3+ production dedicated by customers meet specific volumetric thresholds JV has option to buy 1/3 of capacity in Hopedale plants 4 and 5 as built MPLX will retain all de-ethanization assets and service obligations All JV fractionation assets will be operated by MPLX Joint Venture Fractionation Assets ATEX Hopedale Fractionation Complex Hopedale 1 2 In Service Hopedale 3 In Service 60,000 Bbl/d Hopedale 4 5 Planned 120,000 Bbl/d Mariner East Antero Resources is the anchor producer, with additional third party volumes 15 year fixed-fee agreement with inflation protection Long-term fixed-fee agreements with other producers including Range, EQT, and others Strategic location with access to liquids pipelines including Mariner East/Mariner West, TEPPCO, and Cornerstone The joint venture expects to invest up to $300 million over the next four years in fractionation infrastructure for three 60,000 Bbl/d facilities at Hopedale Antero Midstream net capital investment of $150 million over 4 years, including ~$60 million upon closing for existing fractionation infrastructure Joint Venture Assets JV Plants Note: RigData as of 01/06/17. Rigs drilling in rich gas areas only. 5

7 FOCUSED ON NGL SOLUTIONS MPLX leads the development of infrastructure to process and fractionate Northeast NGLs as well as to link NGL supply with market demand and enhance value for producers Ethane Propane Largest fully integrated de-ethanization system in the Marcellus and Utica shales Access to all major takeaway pipelines: ATEX, TEPPCO, Mariner East and Mariner West Well-positioned to support development of potential steam crackers in Northeast Supporting the next phase of NGL marketing with unit train deliveries from the region Progressing infrastructure options to move propane to East Coast and Gulf Coast markets Butanes Exploring long-term butane-to-alkylate project to create additional in-basin demand Natural Gasoline Cornerstone and Utica build-out projects critical to delivery of natural gasoline to Midwest refinery markets and Western Canada Antero Midstream JV alignment with MPLX adds momentum to the Northeast NGL infrastructure buildout 6

8 CREATING A DIVERSIFIED ASSET MIX IN THE NORTHEAST Antero Midstream is creating a diversified organic midstream infrastructure business in the Northeast that supports the long-term growth profile of the Marcellus and Utica shales 2016 (1) 2020E Regional Gas Pipeline 2% 10% 2% Processing & Fractionation JV Regional Gas Pipeline 35% Fresh Water 63% Delivery Gathering & Compression 24% Fresh Water Delivery 60% Gathering & Compression EBITDA Contribution % 1. Contribution % based on LTM EBITDA for twelve months ending September 30, % Wastewater Treatment EBITDA Contribution % 7

9 KEY ATTRIBUTES PROCESSING & FRACTIONATION JV Aligns largest core liquids-rich resource base (AR) with the largest processing & fractionation footprint (MPLX) in Appalachia JV secures over $800 million in organic project inventory for AM for 2017 to 2020 period JV processing volumes driven by AR production volumes JV fractionation volumes driven by both AR and third party producers Attractive expected mid to high-teens rates of return Diversifies AM s investment portfolio and cash flow contribution mix Initial JV facilities in-service and cash flow producing in 1Q Sherwood 7 processing and Hopedale 3 fractionation Accretive transaction for Antero Midstream Further strengthens long-term Antero relationship with MarkWest and now MPC/MPLX (Baa3/BBB-) to facilitate Northeast NGL infrastructure buildout 8

10 2017 GUIDANCE AND LONG TERM TARGETS Distribution Growth (1) : $3.50 $3.00 $2.50 Guidance Long Term Targets $2.00 $1.50 $1.00 $0.50 $1.03 $1.33 $ A 2016E 2017E 2018E 2019E 2020E Updated 2017 Guidance (2) Long-Term Targets DCF Coverage: 1.30x 1.45x > 1.25x EBITDA ($MM): $520 $560 Peer Leading Growth Capital Expenditures ($MM): $800 $2.7 Billion organic opportunity set from Leverage: 1. Assumes midpoint of 2017 distribution growth guidance and long-term target. Future distributions subject to Board approval. 2. Per press release dated 2/6/ x 2.5x Low 2-times range 9

11 TRACK RECORD OF HIGH GROWTH At IPO November (2014) Current Gross Dedicated Acreage (1) : 418,000 Gross Acres 528,000 Gross Acres +26% Distribution Per Unit: $0.17 (MQD) $ % LTM EBITDA (2) : $45 $ % Throughput Volumes (3) : Fresh Water Delivery Volumes (3) : Low Pressure: 532 MMcf/d Compression: 116 MMcf/d High Pressure: 531 MMcf/d N/A Low Pressure: 1,431 MMcf/d Compression: 777 MMcf/d High Pressure: 1,351 MMcf/d 140 MBbl/d 1. Excludes 173,000 gross acres dedicated to third parties for gathering and compression services. 2. Adjusted EBITDA attributable to the partnership for the twelve months ending September 30, 2014 and December 31, LTM EBITDA for period ending December 31, 2016 based on actuals through September 30, 2016 and midpoint of preliminary unaudited results for the three months ended December 31, 2016, per information available to the Partnership as of the date of this offering. 3. For the three months ended September 30, % +570% +154% +100% 10

12 ADVANCED COMPLETIONS DRIVE INCREASED WATER VOLUMES New AR completion designs result in more water utilization driving higher AM fees, while increased proppant load generates encouraging early results with potential long-term benefits to AM gathering throughput AR Has Increased Proppant Load by Over 33% in the Marcellus and Utica Sand Placed Per Foot of Lateral 2,500 2,000 1,500 1, ,182 Pilot Testing Demonstrated Improved Recoveries While Maintaining Well Density 1,030 1,005 1,281 1,382 1,590 1,661 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 2,035 AR Advanced Marcellus Completion Designs Utilizing 38 to 45 Barrels of Water Per Lateral Foot, a 19% to 41% Increase Barrels of Water Per Foot of Lateral Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 11

13 IMPROVING MARCELLUS RETURNS Antero expects to complete 114 wells in 2017 in the highly-rich gas regimes (fully dedicated to AM) where 2016 advanced completions are tracking 2.0 Bcf/1,000 of lateral Highly-Rich Gas/Condensate (1) Highly-Rich Gas (1) Pre-Tax PV-10 Pre-Tax ROR Pre-Tax PV-10 Pre-Tax ROR Pre-Tax PV-10 $20.0 $15.0 $10.0 $5.0 $0.0 Wellhead Bcf/1,000 : Processed Bcfe/1,000 : 67% $ % $ % $ Planned 2017 Completions 1. See Appendix for SWE assumptions and 12/31/2016 pricing. 2. Assumes ethane rejection. 140% 120% 100% 80% 60% 40% 20% 0% Pre-Tax PV-10 $20.0 $15.0 $10.0 $5.0 $0.0 Wellhead Bcf/1,000 : Processed Bcfe/1,000 : 2016 Advanced Completion Results 41% $ % 75% $9.7 $ Planned 2017 Completions 120% 100% 80% 60% 40% 20% 0% Pre-Tax ROR 12

14 LEADING APPALACHIA MIDSTREAM BUSINESS MODEL Premier E&P Operator in Appalachia High Growth Sponsor Drives AM Throughput Growth Just-in-time Non-Speculative Capital Program 100% Fixed Fee and Largest Firm Transport and Hedge Portfolio Opportunity to Build Out Northeast Value Chain ~$1.0 Billion of AM Liquidity 13

15 SPONSOR STRENGTH LEADERSHIP IN APPALACHIAN BASIN Antero has the largest proved reserve base, largest core liquids-rich acreage position and is one of the largest producers in the Appalachian Basin and the U.S. Appalachian Producers by Proved Reserves (Bcfe) YE 2015 (1)(2) Appalachian Producers Net C2+ NGL Production (MBbl/d) 3Q 2016 (2) 14,000 12,000 10,000 8,000 6,000 4,000 2,000 Largest Proved Reserve Base In Appalachia (MBbl/d) Top NGL producer in Appalachia in 3Q 16 0 AR EQT RRC COG CNX CHK SWN (3) 0 AR RRC EQT SWN CHX CNX GPOR COG RICE Top Producers in Appalachia (Net MMcfe/d) 3Q 2016 (1)(2) Top 12 U.S. Natural Gas Producers (Net MMcf/d) 3Q 2016 (1) 2,500 2,000 1,500 2 nd Largest Appalachian Producer in 3Q 16 3,500 3,000 2,500 2,000 Appalachian Peers 8 th Largest Gas Producer in U.S. in 3Q 16 1,000 1, EQT AR CHK COG ) RRC SWN CNX 1, Based on company filings and presentations. Excludes pro forma additions via acquisitions. 2. Appalachian only production and reserves where available. 3. Includes proved reserves categorized in Northern Division consisting of Utica Shale, Marcellus Shale and Powder River Basin ) ) ) 14

16 SPONSOR STRENGTH GROWTH & MOMENTUM THROUGH THE DOWN CYCLE Antero is in the unique position of sustaining growth and value creation through the price down cycle Average Net Daily Production (MMcfe/d) Average Net Daily Liquids Production (Bbl/d) 4,000 3,500 3,000 2,500 2,000 1,500 1, Marcellus Utica Guidance ,493 1,007 2,668 2,205 1,800 3,228 3,906 95,000 85,000 75,000 65,000 55,000 45,000 35,000 25,000 15,000 5,000-5,000 NGLs (C3+) Oil Ethane 92,500 73,000 48,298 23, , E 2017E Marcellus Utica Deferred Completions % Growth Guidance (1) Operated Gross Wells Completed 1. Represents midpoint of updated 2017 production guidance of 20% to 25% per press release dated 1/4/ Represents midpoint of updated long-term guidance of 20% to 22% per press release dated 1/4/ Represents Bloomberg street consensus estimates as of 12/31/ % 22% Growth Target (2) E 2017E $1,600 $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 $198 $341 Consolidated EBITDAX ($MM) $434 $649 $1,164 51% Growth Guidance $1, % Growth Guidance $1,400 $1, E 2017E Street Consensus (3) 15

17 SPONSOR STRENGTH LARGEST CORE ACREAGE POSITION IN APPALACHIA Antero has the largest core acreage position in Appalachia, particularly as it relates to undeveloped acreage and is running 36% of the total rigs in liquids-rich core areas Leading Appalachia Core Acreage Position AR has dominant liquids-rich position Core Net Acres Dry Core Net Acres Liquids-Rich Developed Acreage Marker AR P1 P2 P3 P4 P5 P6 P7 P8 P9 P10 P11 P12 Source: Core outlines based upon Antero geologic interpretation, well control and peer acreage positions based on investor presentations, news releases and 10-K/10-Qs. Rig information per RigData as of 12/31/2016. Competitor leasehold positions analyzed include Ascent (private), CHK, CNX, COG, CVX, ECR, EQT, GPOR, NBL, RICE, RRC, SWN. 16

18 SPONSOR STRENGTH SUSTAINABLE INVENTORY OF LOW BREAKEVEN PRICES Antero has a 15 year drilling inventory at $3.00 natural gas or less at the 2017 development pace (170 completions), excluding 2,000 incremental locations representing additional 15 Tcf risked resource Cumulative 3P Drilling Inventory Breakeven Prices at 20% ROR (1)(2) 4,000 3,500 3,000 Marcellus Rich Gas Marcellus Dry Gas Ohio Utica Rich Gas Ohio Utica Dry Gas Average Lateral Length 3,611 3,645 ~70% of total locations 3,419 Ohio Utica Dry Gas generate at least a 20% rate of return at $3.00/Mcf Nymex Ohio Utica Rich Gas 2,500 2,536 Marcellus Dry Gas Locations 2,000 29% of total locations generate at least a 20% rate of return at $2.00/Mcf Nymex 1,756 1,500 1,000 1,060 Marcellus Rich Gas ,229 9,109 8,630 < $1.50 < $2.00 < $2.50 < $3.00 < $3.50 < $4.00 $4.00 NYMEX Natural Gas Price ($/MMBtu) 1. Marcellus and Utica 3P locations as of 1/31/2017. Categorized by breakeven price solving for a 20% BTAX ROR and assuming 50% of AM fees due to AR ownership of AM. Assumes strip pricing for oil which averages $56.00/Bbl over the next five years and 50% of WTI for NGLs ($27/Bbl). 2. Includes 3,443 total core locations plus 202 non-core 3P locations, including 211 3P locations with laterals less than 4,000 feet. 17 8,607 8,177 8,062 < 8,253

19 SPONSOR STRENGTH AR S CONTINUOUS OPERATING IMPROVEMENT Driving drilling and completion efficiencies which continues to lower well costs Drilling Days Dramatic Decrease in Drilling Days Drilling longer laterals while reducing drilling days by 60% Q Record Record Drilling Longer Laterals 9 Stages per Day Increasing Completion Stages per Day More efficient completions ( zipper fracs ) are increasing stages per day Q Record Declining Well Costs per 1, Lateral Length (feet) 11,000 9,000 7,000 5,000 3,000 1,000 (1,000) 8,052 Continuing to be an industry leader in drilling longer laterals 8,910 8,903 8,543 8,575 9,221 14, Q Record Well Cost per 1,000 of Lateral ($MM) $2.00 $1.50 $1.00 $0.50 $0.00 Reducing well costs by ~35% since 2014 $1.55 $1.34 $1.36 $1.18 $0.99 $ Q

20 SPONSOR STRENGTH AR S DRAMATICALLY LOWER F&D COSTS Enhanced completion designs have contributed to improved recoveries (for AR) and volume throughput (for AM) Increasing Proppant Per Foot Increasing Water Per Foot Pounds of Proppant Per Foot 2,400 2,000 1,600 1, Higher proppant concentration has contributed to higher recoveries 1,267 1,298 1,165 1,163 2,035 1, Q ,555 Record Barrels of Water Per Foot Higher proppant concentration requires increased water usage Q Record Processed EUR per 1,000' of Lateral (Bcfe) Increasing EUR per 1,000 (Bcfe) (1)(2) Since 2014, Antero has increased EURs by 33% in the Marcellus and 20% in the Utica Q Record F&D per Mcfe $1.50 $1.00 $0.50 $0.00 Much Lower F&D Cost per Mcfe (2)(3) $0.88 $1.28 Bottom line: F&D costs per Mcfe have declined by 52% in the Marcellus and 46% in the Utica since 2014 $0.73 $0.94 $0.41 $ Q Based on statistics for wells completed within each respective period. 2. Ethane rejection assumed. 3. 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. 19

21 ORGANIC GROWTH MULTI-YEAR GROWTH ENGINE Antero plans to develop over 800 horizontal locations in the Marcellus and Ohio Utica by the end of the decade while utilizing less than 25% of its current 3P drilling inventory Average Lateral Length ~8,998 feet Planned Antero Well Completions by Year Marcellus Rich Gas Marcellus Dry Gas Utica Rich Gas Ohio Utica Dry Gas Ohio Utica Dry Gas Ohio Utica Rich Gas Marcellus Dry Gas Marcellus Rich Gas 50 9, E 2018E 2019E 2020E CURRENT UNDRILLED 3P LOCATIONS BY BTU REGIME (1) ESTIMATED YE 2020 UNDRILLED 3P LOCATIONS 13% Utica Rich Gas 469 Locations 16% Marcellus Dry Gas 572 Locations 64% Marcellus Rich Gas 2,351 Locations 7% Ohio Utica Dry Gas 253 Locations Expect to place >800 new Marcellus and Ohio Utica wells to sales by YE % Utica Rich Gas 303 Locations 20% Marcellus Dry Gas 562 Locations 63% Marcellus Rich Gas 1,803 Locations 6% Ohio Utica Dry Gas 172 Locations 3,645 Locations 2,840 Locations Marcellus and Utica 3P locations as of 12/31/2016 pro forma for recent acreage acquisitions. Excludes WV/PA Utica Dry locations.

22 ORGANIC GROWTH HIGH GROWTH MIDSTREAM THROUGHPUT Low Pressure Gathering (MMcf/d) High Pressure Gathering (MMcf/d) 2,000 1,800 1,600 1,400 1,200 1, Marcellus Utica ,431 1,303 1,353 1,124 1,038 2,000 1,800 1,600 1,400 1,200 1, Marcellus Utica 908 1,134 1,197 1,216 1,195 1,222 1,253 1,351 Compression (MMcf/d) Fresh Water Delivery (MBbl/d) 1,200 1, Marcellus Utica Marcellus Utica Note: Y-O-Y growth based on 3Q 15 to 3Q

23 ORGANIC GROWTH DRIVES VALUE CREATION Organic growth strategy provides attractive returns and project economics, while avoiding the competitive acquisition market and reliance on capital markets Organic EBITDA Multiple vs. Precedent Drop Down Multiples 14.0x 13.3x 13.0x Industry leading organic growth story 12.0x ~$2.4 billion in capital spent through 09/30/2016 on gathering and compression and water assets $525 million in additional capital forecast for the twelve-month period ending 12/31/17 4-year identified investment opportunity set of $2.7 billion 11.0x 10.0x 9.0x 8.0x 7.0x 6.0x 5.0x 4.0x 4.4x 10.5x 10.3x10.0x10.0x 9.5x 9.0x9.0x9.0x 8.8x8.8x8.7x8.4x 7.8x Median: 8.8x 6.0x 5.9x 5.8x 5.0x Value creation for the AM unit holder = Build at 4x to 7x EBITDA vs. Drop Down / Buy at 8x to 12x EBITDA 3.0x 2.0x 1.0x 0.0x Drop Down Multiple (2) Note: Precedent data per IHS Herold s research and public filings. 1. Antero organic multiple calculated as gathering and compression and water capital expended through Q divided by midpoint of 2017 EBITDA guidance of $500 to $550 million, assuming month lag between capital incurred and full system utilization. 2. Selected gathering and compression drop down acquisitions since 1/1/2015. Drop down multiples are based on NTM EBITDA. Source: Barclays. 22

24 ORGANIC GROWTH ESTIMATED PROJECT ECONOMICS BY SEGMENT Internal Rate of Return Project Economics by Segment (1) 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% 35% 25% LP Gathering 25% 15% HP Gathering Wtd. Avg. 21% IRR 20% 10% Compression 35% 25% Condensate Gathering 40% 30% Fresh Water Delivery 25% 15% Advanced Wastewater Treatment 35% 25% Stonewall Gathering Pipeline 18% 15% Processing/ Fractionation Unlevered IRR Range: 25% - 35% 15% - 25% 10% - 20% 25% - 35% 30% - 40% 15% - 25% 25% - 35% 15% - 18% Payout (Years): Minimum Volume Commitments: N/A 75% 70% N/A Yes N/A 80% 75% 2017 Capex Total Marcellus $655 $80 $60 $115 - $50 $75 - $275 Utica Total Capex $800 $125 $70 $155 $0 $75 $100 $0 $275 % of Capex 100% 16% 9% 19% 0% 9% 13% 0% 34% Included in 2017 Budget: 4-year identified investment opportunity set Marcellus & Utica Marcellus & Utica Marcellus & Utica Utica Marcellus & Utica Marcellus & Utica Marcellus Marcellus & Utica $2.7 B 20% - 25% 8% - 13% 25% - 30% 0% 5% - 10% 3% - 5% 0% 25% - 30% Additional In-hand Opportunities: Dry Utica Upper Devonian Dry Utica Upper Devonian Dry Utica Upper Devonian Utica Stabilization Dry Utica Upper Devonian Dry Utica Upper Devonian Third Party Fractionation 1. Based on management capex, operating cost and throughput assumptions by project. 23

25 HIGH VISIBILITY PROJECTED MIDSTREAM BUILDOUT In-service 2017 Budget Utica Marcellus 24

26 MITIGATED COMMODITY RISK FIRM TRANSPORTATION & SALES PORTFOLIO Antero Resources Transportation Portfolio Antero Resources has built the largest firm transportation portfolio in Appalachian Basin with 4.85 BBtu/d by year end 2018 Realized pricing in line with Nymex gas prices year-to-date in 2016, before hedges BBtu/d 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 Gross Gas Production (BBtu/d) 2017 Production Guidance: 20% 25% Production Target: 20% 22% (1) Appalachia Appalachia (ANR/Rover) Gulf Coast (Stonewall/TGP) Gulf Coast (REX/ANR/NGPL/MGT) Midwest (Stonewall/WB) Mid-Atlantic/NYMEX 1,000,000 - (TCO) Appalachia or Gulf Coast AR Increasing Access to Favorable Markets Favorable: Chicago MichCon Gulf Coast NYMEX TCO Less favorable: TETCO M2 Dominion South 26% 1. Per press release dated 01/04/ E 2017E 2018E 74% 1% 99% 3% 97% 3% 97% 25

27 INTEGRAL TO BUSINESS MODEL Hedging is a key component of Antero s business model which includes development of a large, repeatable drilling inventory Locks in higher returns in a low commodity price environment and reduces the amount of time for well payout, thereby enhancing liquidity Antero has realized $2.7 billion of gains on commodity hedges since 2009 Gains realized in 31 of last 32 quarters, or 97% of the quarters since 2009 Based on Antero s hedge position and strip pricing as of 12/31/2016, the unrealized commodity derivative value is $1.6 billion Significant additional hedge capacity remains under the credit facility hedging covenant for period Quarterly Realized Hedge Gains / (Losses) $300 $250 Realized $2.7 Billion in Hedge Gains Since 2009 $1.6 Billion in Projected Hedge Gains Through Tcfe Hedged at average price of $3.63/MMBtu through 2022 $6.00 $5.00 $MM $200 $150 $100 $3.51 $3.91 $3.70 $3.66 $3.35 $3.21 $4.00 $3.00 ($/MMBtu) $50 $2.00 $0 $1.00 ($50) $0.00 Realized Hedge Gains Projected Hedge Gains NYMEX Natural Gas Historical Spot Prices NYMEX Natural Gas Futures Prices 12/31/16 Average Hedge Prices ($/MMBtu) 26

28 FULL MIDSTREAM VALUE CHAIN BUILDOUT Processing and fractionation infrastructure adds to AM s full value chain model Well Pad Condensate Gathering Stabilization Compression End Users Low Pressure Gathering End Users Terminals and Storage NGL Product Pipelines (Ethane, Propane, Butane, etc.) Fractionation Y-Grade Pipeline Gas Processing End Users AM Owned Assets AM has option to participate in terminaling and storage projects offered to AR Long-Haul Interstate Pipeline AM/MPLX JV Assets Inter Connect AM Option Assets 1. Acquired by AM from AR for a $1.05 billion upfront payment and a $125 million earn out in each of 2019 and Antero Midstream owns 15% ownership in Stonewall pipeline. Regional Gas Pipeline 15% Ownership Miles Capacity In-Service Stonewall Gathering Bcf/d Yes Pipeline (2) 27

29 STRONG FINANCIAL POSITION SIGNIFICANT FINANCIAL FLEXIBILITY AM Liquidity (9/30/2016) ($ in millions) Revolver Capacity $1,157 Less: Borrowings (167) Plus: Cash 9 Liquidity $999 Financial Flexibility $1.5 billion revolver in place to fund future growth capital (5.0x Debt/EBITDA Cap) Liquidity of $999 million at 2/3/2017 based off $1,157 million revolver pro forma for 6.0 million unit offering on 2/6/2017 for gross proceeds of $198 million used to fund $155 million MPLX JV payment Sponsor (NYSE: AR) has Ba2/BB corporate debt ratings AM corporate debt ratings also Ba2/BB Net Debt / LTM EBITDA 4.0x 3.5x 3.0x 2.5x 2.0x 1.5x 1.0x 0.5x 0.0x AM Peer Leverage Comparison (1) Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 2.0x (2) 1. As of 9/30/2016. Peers include TEP, EQM, WES, RMP, SHLX, DM, and CNNX. 2. Antero Midstream credit facility as of 2/3/2017 pro forma for 6.0 million unit offering on 2/6/2017 with gross proceeds of $198 million used to fund $155 million MPLX JV payment. 28

30 TOP TIER DISTRIBUTION GROWTH & HEALTHY COVERAGE 3 Year Street Consensus Distribution Growth Rate and DCF Coverage (1) 40% 1.9x Distribution Growth DCF Coverage Ratio 2.0x 35% 30% 25% >1.2x 1.5x 1.4x 1.3x 1.2x 1.6x 1.5x 1.4x 1.3x 1.2x 1.8x 1.6x 1.4x 1.2x 20% 1.0x 15% 29% 29% 0.8x 10% 5% 24% 23% 23% 22% 20% 19% 13% 12% 8% 0.6x 0.4x 0.2x 0% AM Target SHLX VLP PSXP DM TEP RMP EQM CNNX MPLX WES 0.0x 1. Based on Bloomberg Bloomberg consensus estimates as of 12/31/

31 Antero Midstream (NYSE: AM) Asset Overview 30

32 ANTERO MIDSTREAM GATHERING AND COMPRESSION ASSET OVERVIEW Gathering and Compression Assets Gathering and compression assets in core of rapidly growing Marcellus and Utica Shale plays Acreage dedication of ~528,000 gross leasehold acres for gathering and compression services Additional stacked pay potential with dedication on ~278,000 gross acres of Utica deep rights underlying the Marcellus in WV and PA 100% fixed fee long term contracts Projected Gathering and Compression Infrastructure Marcellus Shale Utica Shale Total YE 2016E Cumulative Gathering/ Compression Capex ($MM) (1) $1,216 $482 $1,698 Gathering Pipelines (Miles) Compression Capacity (MMcf/d) 1, ,135 Condensate Gathering Pipelines (Miles) E Gathering/Compression Capex Budget ($MM) (2) $255 $95 $350 Gathering Pipelines (Miles) Compression Capacity (MMcf/d) Based on 2016 capital budget. 2. Includes both expansion capital and maintenance capital. 31

33 ANTERO MIDSTREAM ASSETS RICH GAS MARCELLUS Marcellus Gathering & Compression Provides Marcellus gathering and compression services Liquids-rich gas is delivered to MPLX s 1.2 Bcf/d Sherwood processing complex Significant growth projected over the next twelve months as set out below: Acquisition Acreage YE 2016 YE 2017E Low Pressure Gathering Pipelines (Miles) High Pressure Gathering Pipelines (Miles) Compression Capacity (MMcf/d) ,015 1,505 Antero plans to operate an average of four drilling rigs in the Marcellus Shale during 2017, including intermediate rigs Antero plans to complete 135 Marcellus wells, 113 of which are located on AM dedicated acreage AM dedicated acreage contains over 2,000 gross undeveloped Marcellus locations Antero 2017 development plan averages nine wells per pad, improving economics at AM Note: Antero acreage position reflects tax districts in which greater than 3,000 net acres are owned. 32

34 ANTERO MIDSTREAM ASSETS RICH & DRY GAS UTICA Utica Gathering & Compression Provides Utica gathering and compression services Liquids-rich gas delivered into MPLX s 800 MMcf/d Seneca processing complex Condensate delivered to centralized stabilization and truck loading facilities Significant growth projected over the next twelve months as set out below: YE 2016 YE 2017E Low Pressure Gathering Pipelines (Miles) High Pressure Gathering Pipelines (Miles) Condensate Pipelines (Miles) Compression Capacity (MMcf/d) Antero plans to operate an average of three drilling rigs in the Utica Shale during 2017, including intermediate rigs All 35 gross wells targeted to be completed in 2016 are on Antero Midstream s footprint Antero 2017 development program plan averages six wells per pad Note: Antero acreage position reflects tax districts in which greater than 3,000 net acres are owned. 33

35 ANTERO MIDSTREAM WATER BUSINESS OVERVIEW AM acquired AR s integrated water business for $1.05 billion plus earn out payments of $125 million at year-end in each of 2019 and 2020 The acquired business includes Antero s Marcellus and Utica freshwater delivery business, the fully-contracted future advanced wastewater treatment complex and all fluid handling and disposal services for Antero Water Business Assets Fresh water delivery assets provide fresh water to support Marcellus and Utica well completions Year-round water supply sources: Clearwater Facility, Ohio River, local rivers & reservoirs (2) 100% fixed fee long term contracts Projected Water Business Infrastructure (1) Marcellus Shale Utica Shale Total YE 2016E Cumulative Fresh Water Delivery Capex ($MM) (2) $509 $72 $581 Water Pipelines (Miles) Fresh Water Storage Impoundments E Fresh Water Delivery Capex Budget ($MM) $50 $25 $75 Water Pipelines (Miles) Fresh Water Storage Impoundments Cash Operating $1.0MM - Margin per Well (3) $1.1MM $925k - $975k 2017E Advanced Waste Water Treatment Budget ($MM) $ E Total Water Business Budget ($MM) $175 Antero Clearwater advanced wastewater treatment facility currently under construction connects to Antero freshwater delivery system Note: Antero acreage position reflects tax districts in which greater than 3,000 net acres are owned. 1. All Antero water withdrawal sites are fully permitted under long-term state regulatory permits both in WV and OH. 2. Based on 2016 capital budget. 3. Marcellus assumes fee of $3.69 per barrel subject to annual inflation and 40 barrels of water per lateral foot that utilize the fresh water delivery system based on 9,000 foot lateral. Operating margin excludes G&A. Utica assumes fee of $3.64 per barrel subject to annual inflation and 37 barrels of water per lateral foot that utilize the fresh water delivery system based on 9,000 foot lateral. Water volumes assume 5% recycling. Operating margin excludes G&A. 34

36 ANTERO MIDSTREAM ADVANCED WASTEWATER TREATMENT ASSET OVERVIEW Antero has contracted with Veolia to build the largest advanced wastewater treatment complex in the world for oil and gas produced water Advanced Wastewater Treatment Veolia will build and operate, and Antero will fund and own the Clearwater facility Will treat and recycle AR produced and flowback water Creates additional year-round water source for completions Will have capacity for significant third party business Advanced Wastewater Treatment Complex Estimated capital expenditures ($ million) (1) ~$275 Standalone EBITDA at 100% utilization (2) ~$55 $65 Implied investment to standalone EBITDA build-out multiple ~4x 5x Estimated per well savings to Antero Resources ~$150,000 Estimated in-service date Late 2017 Operating capacity (Bbl/d) 60,000 Operating agreement 20 Years, Extendable (Bbl/d) 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 Illustrative Produced & Flowback Water Volumes Antero Clearwater Advanced Wastewater Treatment Capacity (Bbl/d) Produced/Flowback Volumes (Bbl/d) 3 rd Party Recycling and Well Disposal Capacity for third party business Antero Advanced Wastewater Treatment Antero Produced Water Services and Freshwater Delivery Business Well Pad Antero Advanced Wastewater Treatment Freshwater delivery system Well Pad Flowback and produced Freshwater Water Salt Marketable byproduct Producing Calcium Chloride Integrated Water Business Marketable byproduct used in oil and gas operations 1. Includes capital to construct pipeline to connect facility to freshwater delivery system. Includes $10 million that AR agreed to fund in the drop down transaction. 2. Standalone EBITDA projection assumes inter-company fixed fee for recycling of $4.00 per barrel and 60,000 barrels per day of capacity. Does not include potential sales of marketable byproducts. Completion Operations 35

37 AM UPSIDE OPPORTUNITY SET ACTIVITY CURRENTLY DEDICATED TO AM Transportation and Marketing AR must request a bid from AM and can only reject if third party service fees are lower. AM has right to match lower fee offer. Third Party Business Opportunity to expand fresh water, waste water and gathering/compression services to third parties in Marcellus and Utica to enhance asset utilization WV/PA Utica Dry Gas 247,000 gross acres of AR Utica dry gas acreage underlying the Marcellus in West Virginia and Pennsylvania dedicated to AM AR has drilled and completed its first WV Utica well AR Acreage Consolidation Recent third party net acre acquisition announced by AR substantially undedicated for gathering, compression, processing and water services Future acreage acquisitions by AR are dedicated to AM 36

38 CATALYSTS 1 2 Best-in-Class Distribution Growth 3 Low Cost Marcellus/Utica Focus 4 High Growth Sponsor Production Profile Appalachian Basin Midstream Growth AM sponsor is the most active operator in Appalachia; 20% - 25% production growth guidance for 2017 supported by $1.5 billion capital budget, firm processing and takeaway, long-term natural gas hedges and $4.1 billion of liquidity AR targeting 20% to 22% production CAGR through % for 2016 and 28% to 30% through 2020 targeted based on sponsor targeted production CAGR of 20% to 22% through 2020 Sponsor operations target two of the lowest cost shale plays in North America Attractive well economics support continued drilling at current prices $2.7 billion of capital investment opportunities from ; additional third party business expansion opportunities 5 Integrated Water Business Drop Down Acquisition of integrated water business from AR expected to result in distributable cash flow per unit accretion in Processing & Fractionation Joint Venture Established key partnership with MPLX to expand AM s full value chain organic growth strategy and enhance long-term distribution growth 7 Consolidation and Stacked Pay Upside AR plans to continue to consolidate Marcellus/Utica acreage Development of Utica Shale Dry Gas resource will provide further midstream infrastructure expansion opportunities 37

39 APPENDIX 38

40 ANTERO MIDSTREAM 2017 GUIDANCE Key Operating & Financial Assumptions Key Variable Financial: 2017 Previous Guidance 2017 Updated Guidance (1) Net Income ($MM) $295 $335 $305 $345 Adjusted EBITDA ($MM) $510 $550 $520 $560 Distributable Cash Flow ($MM) $395 $435 $405 $445 Year-over-Year Distribution Growth 28% 30% 28% 30% DCF Coverage Ratio 1.30x 1.45x 1.30x 1.45x Operating: Gathering Pipelines (Miles) Compression Capacity Added (MMcf/d) Fresh Water Pipeline Added (Miles) Fresh Water Impoundments 4 4 Capital Expenditures ($MM): Gathering and Compression Infrastructure $350 $350 Fresh Water Infrastructure $75 $75 Advanced Wastewater Treatment $100 $100 Processing and Fractionation Joint Venture $275 Total Capital Expenditures ($MM) $525 $ Per press release dated 2/6/

41 STRONG BALANCE SHEET AND HIGH FLEXIBILITY Antero Resources (NYSE:AR) Antero Midstream (NYSE:AM) Pro Forma 9/30/2016 Debt (1) Liquid Non-E&P Assets 9/30/2016 Debt (1) Liquid Assets Debt Type $MM Credit facility $ % senior notes due % senior notes due , % senior notes due , % senior notes due % senior notes due Total $3,658 Asset Type $MM Commodity derivatives (2) $1,600 AM equity ownership (3) 3,691 Cash 10 Total $5,301 Liquid non-e&p assets of $5.3 Bn significantly exceeds total debt of $3.7 billion pro forma for recent transactions Pro Forma Liquidity Asset Type $MM Cash $10 Credit facility commitments (4) 4,000 Credit facility drawn (208) Credit facility letters of credit (709) Total $3,093 Approximately $3.1 billion of liquidity at AR pro forma for recent transactions plus an additional $3.1 billion of AM units Debt Type $MM Credit facility $ % senior notes due Total $817 Asset Type Liquidity Asset Type $MM Cash $9 Total $9 Only 14% of AM credit facility capacity drawn following recent $650 million senior notes offering $MM Cash $9 Credit facility capacity 1,157 Credit facility drawn (167) Credit facility letters of credit - Total $999 Approximately $1.0 billion of liquidity at AM following recent senior notes offering 1. AR balance sheet data as of 9/30/2016. Antero Resources pro forma for $175 million private placement on 10/3/2016, $170 million AR acreage divestiture closed on 12/16/2016 and $600 million 5.00% AR senior note offering closed on 12/21/2016 to refinance $525 million 6% senior notes due 2020 callable at 103% and including transaction expenses. Antero Midstream credit facility as of 2/3/2017 pro forma for 6.0 million unit offering on 2/6/2017 with gross proceeds of $198 million used to fund $155 million MPLX JV payment. 2. Mark-to-market as of 12/31/ Based on AR ownership of AM units and closing price as of 2/6/ AR credit facility commitments of $4.0 billion, borrowing base of $4.75 billion. 40

42 2017 CAPITAL BUDGET Antero Midstream s 2017 capital budget is $800 million, a 67% increase from the 2016 capital budget of $480 million, including $275 for the processing and fractionation JV announced on 2/6/2017 $480 Million 2016 By Segment ($MM) $800 Million 2017 By Segment ($MM) Advanced Wastewater Treatment $130 27% Stonewall $45 9% Fresh Water $50 11% By Area Gathering and Compression $255 53% Processing and Fractionation $275 34% Fresh Water $100 13% 130 Completions By Area Gathering and Compression $350 44% Advanced Wastewater Treatment $75 9% Utica $24 5% Utica $120 15% Marcellus $456 95% Marcellus $680 85% 41

43 LARGEST FT PORTFOLIO IN NORTHEAST Antero Long Term Firm Processing & Takeaway Position (YE 2018) Accessing Favorable Markets YE 2018 Gas Market Mix Antero 4.85 Bcf/d FT Chicago (1) $0.17 / $(0.04) Shell 30 MBbl/d Commitment Beaver County Cracker (2) Dom South (1) $(0.57) / $(1.19) Mariner East 2 62 MBbl/d Commitment Marcus Hook Export 13% Dom S/TETCO (PA) 13% TCO 13% Atlantic Seaboard 17% Midwest Expect NYMEX-plus pricing per Mcf 44% Gulf Coast 4.85 Bcf/d Firm Gas Takeaway By YE 2018 TCO (1) $(0.23) / $(0.24) Cove Point LNG CGTLA (1) $(0.10) / $(0.09) Sabine Pass (Trains 1-4) 50 MMcf/d per Train (T1 and T2 in-service) Lake Charles LNG (3) 150 MMcf/d Freeport LNG 70 MMcf/d Antero Commitments (3) (2) 1. February 2017 and full year 2017 futures basis, respectively, provided by Intercontinental Exchange dated 12/30/2016. Favorable markets shaded in green. 2. Shell announced final investment decision (FID) on 6/7/ Lake Charles LNG 150 MMcf/d commitment subject to Shell FID. 42

44 KEY APPALACHIAN TAKEAWAY PROJECTS Based on current publicly disclosed in-service dates, by the end of 2019, nine major incremental projects are expected to be in service, resulting in new takeaway capacity of nearly 17 Bcf/d 4.8 Bcf/d Not included on Map TETCO Expansion (972 MMcf/d) 1.8 Bcf/d Antero Producing Areas Transco Atlantic Sunrise Mid-2018 (1.7 Bcf/d) 5.9 Bcf/d Antero firm transportation commitment 3.5 Bcf/d Source: Public filings and press releases. Excludes TETCO expansions Bcf/d capacity available to move gas from Leach to the Gulf on CGT Rayne Xpress MMcf/d of capacity available on CGT Gulf Xpress to move gas to the Gulf Coast markets. 43

45 KEY APPALACHIAN NEW TAKEAWAY PROJECTS: UNLOCKING THE NORTHEAST 18,000 16,000 14,000 By year-end 2019, an incremental 16.8 Bcf/day of new takeaway capacity is expected to be in service in Appalachia 700 MMcf/d 4,660 Mountaineer/ CGT Gulf Xpress (2,660) 1,500 16,832 Atlantic Coast MMcf/d 12,000 10,000 8,000 3,972 1,700 Atlantic Sunrise 1,750 Constitution (650) PennEast (1,100) Mountain Valley (2,000) Total New Incremental FT Capacity by Year-End ,000 4,000 2, MMcf/d 3,250 Rover TETCO Expansion (972) Leach Xpress/CGT Rayne (1,500) Nexus (1,500) 0 Cumulative Capacity (Bcf/d) (2Q 2017) (4Q 2017) (2Q 2018) (2H 2018) (4Q 2018) (4Q 2019) Total Incremental Capacity 3Q Q Q H Q Q Total

46 NORTHEAST TAKEAWAY ACCESSES ALL MAJOR NGL MARKETS More NGL infrastructure to be built to support growing liquids production in Appalachia presents additional opportunities for downstream investment Ethane In service Ethane Proposed C3+ NGLs In service C3+ NGLs Proposed Note: Project capacities and in-service date per latest Company estimates. 45

47 SUSTAINABLE WATER BUSINESS GROWTH Long-term production growth drives substantial water business growth in 2017 and beyond, underpinned by minimum volume commitments Fresh Water Delivery Volumes (MBbl/d) 200 Traditional Completions Advanced Completions utilizing 25% more water 2020 Earn Out 200 MBbl/d Avg Earn Out 161 MBbl/d Avg 160 MBbl/d MVC 90 MVC 100 MVC 120 MVC Completions 131 Completions ~ 110 Completions (Guidance) ~170 Completions (Guidance)

48 MAINTENANCE 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 Decline of LTM average throughput to be replaced with production volume from new well connections LTM Forecast Period 47

49 ANTERO RESOURCES EBITDAX RECONCILIATION EBITDAX Reconciliation ($ in millions) Quarter Ended LTM Ended 9/30/2016 9/30/2016 EBITDAX: Net income including noncontrolling interest $268.2 $(121.1) Commodity derivative fair value (gains) (530.4) (670.7) Net cash receipts on settled derivatives instruments ,083.5 Interest expense Income tax expense (benefit) (153.6) Depreciation, depletion, amortization and accretion Impairment of unproved properties Exploration expense Equity-based compensation expense Equity in earnings of unconsolidated affiliate (1.5) (2.0) Contract termination and rig stacking Consolidated Adjusted EBITDAX $372.8 $1,

50 ANTERO MIDSTREAM EBITDA RECONCILIATION EBITDA and DCF Reconciliation Nine months ended $ in thousands September 30, Reconciliation of Net Income to Adjusted EBITDA and Distributable Cash Flow: Net income $110,097 $163,352 Interest expense 5,266 12,885 Depreciation expense 63,515 74,100 Accretion of contingent acquisition consideration - 10,384 Equity-based compensation 17,663 19,366 Equity in earnings from unconsolidated affiliate - (2,027) Adjusted EBITDA $196,541 $278,060 Pre-Water Acquisition net income attributed to parent (40,193) - Pre-Water Acquisition depreciation expense attributed to parent (18,767) - Pre-Water Acquisition equity-based compensation expense attributed to parent (3,445) - Pre-Water Acquisition interest expense attributed to parent (2,326) - Adjusted EBITDA attributable to the Partnership 131, ,060 Cash interest paid - attributable to Partnership (2,215) (11,751) Cash reserved for payment of income tax witholding upon vesting of Antero Midstream LP equity-based compensation awards - (3,000) Cash to be received from unconsolidated affiliate - 2,998 Maintenance capital expenditures attributable to Partnership (10,001) (16,156) Distributable Cash Flow $119,594 $250,151 49