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Fourth Quarter 2017 Earnings Presentation February 14, 2018

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Page 1: Fourth Quarter 2017 Earnings Presentations21.q4cdn.com/865828474/files/doc_presentations/2018/02/4Q17-E… · Balance Sheet Delevering & Optionality Leverage targets inclusive of

Fourth Quarter 2017 Earnings Presentation

February 14, 2018

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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”) or Antero Midstream GP LP and

its subsidiaries other than the Partnership (collectively, “AMGP”) as applicable 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, the Partnership and Antero Resources Corporation (“Antero Resources”). These

statements are based on certain assumptions made, 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.

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, 2016 and in the Partnership’s subsequent filings with the SEC.

The Partnership’s 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 neither AMGP or 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.

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 and (iii) Free Cash Flow. 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.

2

Antero Midstream Partners LP is denoted as “AM”, Antero Midstream GP LP is denoted as “AMGP” and Antero

Resources Corporation is denoted as “AR” in many places throughout the presentation, which are their respective

New York Stock Exchange ticker symbols.

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AR’s $3B Capital Reduction to 5-Year Plan

Consolidated Drilling &

Completion Capital

Expenditures

Production Targets

2.7

3.3

4.0

4.6

5.2

2.8

3.3

3.9

4.5

5.2

0.0

1.0

2.0

3.0

4.0

5.0

6.0

2018 2019 2020 2021 2022

Bcfe

/d

As of December 2016

As of December 2017

$2.9B Capex

Reduction Cumulative Reduction in Drilling &

Completion Capital

Same Production

Targets 20% Production CAGR 2018-2020

15% Production CAGR 2021-2022

Same Production Growth With Much Less Capital Spending

$1.6 $1.7

$2.0

$2.2

$2.4

$1.3 $1.3 $1.3 $1.4

$1.7

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

2018 2019 2020 2021 2022

$ B

illi

on

s

As of December 2016 As of December 2017

3

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AR’s Lower Capital & Higher Liquids → Free Cash Flow

Note: See definitions for free cash flow and assumptions behind long-term targets in Appendix; free cash flow definition includes maintenance land spending, but excludes growth land spend.

4

($1,500)

($1,000)

($500)

$0

$500

$1,000

$1,500

2014A 2015A 2016A 2017E 2018Guidance

2019Target

2020Target

2021Target

2022Target

$60 Oil / $2.85 Gas Case Stand-Alone E&P Free Cash Flow

Outspend Strip Pricing at 12/31/17 (Base Case)

AR D&C Capital Investment Fully Funded with Cash Flow

Over $1.6 B of AR Targeted Free Cash Flow from 2018 to 2022 at Strip Pricing

$2.8 B

$1.0 B

$1.6 B

We Are

Here

5-Year

Cumulative

Free Cash

Flow $50 Oil / $2.85 Gas Case

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AR Free Cash Flow Drives Dramatic Deleveraging

5

Note: See appendix for key definitions and assumptions. Stand-alone financial leverage is calculated by dividing year-end stand-alone debt by last twelve months stand-alone EBITDAX

3.9x

3.6x

2.8x 2.8x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

2014A 2015A 2016A 2017E 2018Guidance

2019Target

2020Target

2021Target

2022Target

Sta

nd

-Alo

ne

Fin

an

cia

l L

eve

rage

Strip Pricing (Base Case) $60 Oil / $2.85 Gas $50 Oil / $2.85 Gas

23% Debt-Adjusted

Production Growth

Per Share

Generates Free

Cash Flow

Balance Sheet

Delevering &

Optionality

Leverage targets inclusive of $500 MM of land capex from 2018 - 2022

<2.0x by 2019 Net Debt / LTM Stand-Alone

E&P Adjusted EBITDAX

BBB- Rating Fitch Recently Rated AR and AM

Investment Grade

S&P Upgraded AR & AM to BB+

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High Growth Year-Over-Year Midstream Throughput

6

1,437

1,842

- 200 400 600 800

1,000 1,200 1,400 1,600 1,800 2,000

4Q 2016 4Q 2017

150 149

-

50

100

150

200

4Q 2016 4Q 2017

920

1,355

- 200 400 600 800

1,000 1,200 1,400 1,600 1,800 2,000

4Q 2016 4Q 2017

1,522 1,711

- 200 400 600 800

1,000 1,200 1,400 1,600 1,800 2,000

4Q 2016 4Q 2017

Marcellus Utica

Fixed Fee: $0.32/Mcf Fixed Fee: $0.19/Mcf

Fixed Fee: $0.19/Mcf Fixed Fee: $3.71/Bbl

Low Pressure Gathering (MMcf/d) Compression (MMcf/d)

High Pressure Gathering (MMcf/d) Fresh Water Delivery (MBbl/d)

Flat

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Credit Ratings Momentum

7

Moody's S&P Fitch

Antero Resources and Antero Midstream Credit Ratings History

Corporate Credit Rating

(Moody’s / S&P / Fitch)

Ba3 / BB-

B1 / B+

B2 / B

B3 / B-

Ba2 / BB

Ba1 / BB+

Caa1 / CCC+ / CCC

Baa3 / BBB-

2010

Investment Grade

Rating: BBB-

Fitch Jan. 2018

Stable through

commodity price crash

Credit Markets Have a Strong Appreciation for Antero Momentum

AM and AR’s Investment Grade

Rating from Fitch (BBB-) & Recent

Upgrade from S&P (BB+)

AR’s Stable Credit Ratings with Consistent

Upgrades from the Beginning of the

Decade Through the Downturn

2011 2012 2013 2014 2015 2016 2017 2018

Upgrade to BB+

S&P Feb. 2018

Investment Grade

Moody’s S&P Fitch

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5-year Organic Project Backlog: 2018 - 2022

8

$1,600 59% $300

11%

$800 30%

Processing &

Fractionation JV

Marcellus

Utica

$475 17%

$775 29%

$325 12%

$325 12%

$800 30%

Compression

Processing &

Fractionation JV Low Pressure

High Pressure

Fresh Water

$2.7B Project Backlog – By Area $2.7B Project Backlog – By Function

5-year identified project inventory of $2.7B

“High-graded” organic

project backlog of $2.7B

from 2018 - 2022

Primary focus on rich

gas Marcellus

infrastructure

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Antero Midstream Return on Invested Capital

9

AM Return on Invested Capital (ROIC)

2017 ROIC of 15% in

fourth year

since AM IPO

Future organic

growth capital

leverages existing

trunklines and major

gathering arteries

12%

9%

13%

15%

17%

20% 20%

0%

5%

10%

15%

20%

25%

2014A 2015A 2016A 2017A 2018E 2019E 2020E

Actual Consensus

Source: Factset consensus estimates. See appendix for ROIC calculation

Fewer pads to service

reduces capital with

same throughput

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..

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AM Is At An Inflection Point

10

Continued focus

on returns

Project level returns

averaging 25%

15% to 20% corporate return on

invested capital

Organic growth model

requires no acquisitions,

no drop downs, no new

equity

Visibility to provide

distribution growth

targets through 2022

New sponsor

development plan

reduces AM 5-year capex

by $500 MM with same

throughput

Elite sponsor with

scale, growth, low

leverage and

free cash flow

Sustainable cash

flow growth

Peer leading EBITDA

and DCF growth Self-funding

MLP with

top-tier

distribution

growth and low

leverage

Free Cash Flow is a non-GAAP measure. For additional information regarding this measure, please see “Antero Midstream Non-GAAP Measures” in the Appendix..

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Appendix

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Antero Midstream Non-GAAP Measures

APPENDIX 12

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.

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 Adjusted Operating Cash Flow as net cash provided by operating activities before changes in current assets

and liabilities. See “Non-GAAP Measures” for additional detail.

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Antero Midstream Non-GAAP Measures

APPENDIX 13

The GAAP financial measure nearest to Adjusted Operating Cash Flow is cash flow from operating activities as reported in

Antero Midstream’s consolidated financial statements. Management believes that Adjusted Operating Cash Flow is a useful

indicator of the company’s ability to internally fund its activities and to service or incur additional debt. 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. Management believes that Free

Cash Flow is a useful measure for assessing the company’s financial performance and measuring its ability to generate

excess cash from its operations.

There are significant limitations to using 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, the lack of comparability of results of operations of different companies and the different methods of calculating

Adjusted Operating Cash Flow reported by different companies. Adjusted Operating Cash Flow does not represent funds

available for discretionary use because those funds may be required for debt service, capital expenditures, working capital,

income taxes, and other commitments and obligations.

Antero Midstream has not included reconciliations of Adjusted Operating Cash Flow and Free Cash Flow to their nearest

GAAP financial measures for 2018 because it would be impractical to forecast changes in current assets and liabilities. Antero

Midstream is able to forecast capital expenditures, which is a reconciling item between Free Cash Flow and its most

comparable GAAP financial measure. For the 2018 to 2022 period, Antero forecasts cumulative capital expenditures of $2.7

billion.

Antero Resources non-GAAP measures and definitions are included in the Antero Resources analyst day presentation, which

can be found on www.anteroresources.com.

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Antero Midstream Non-GAAP Measures

APPENDIX 14

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 to the nearest GAAP financial measure for 2018 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 net income (in thousands):

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.

Twelve months ended

December 31, 2018

Low High

Depreciation expense ........................................................................................... $ 160,000 — $ 170,000

Equity based compensation expense ................................................................... 25,000 — 35,000

Accretion of contingent acquisition consideration .............................................. 15,000 — 20,000

Equity in earnings of unconsolidated affiliates .................................................... 30,000 — 40,000

Distributions from unconsolidated affiliates........................................................ 40,000 — 50,000

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Adjusted EBITDA and DCF Reconciliation

APPENDIX 15

Adjusted EBITDA and DCF Reconciliation ($ in thousands)

Three months ended Years ended

December 31, December 31,

2016 2017 2016 2017

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

Impairment of property and equipment ............................... — 23,431 — 23,431

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

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

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

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

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

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

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

Gain on asset sale ................................................................ (3,859) — (3,859) —

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

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

Decrease (increase) in cash reserved for bond interest (1)

... (10,481) (8,734) (10,481) 291

Income tax withholding upon vesting of Antero Midstream

Partners LP equity-based compensation awards(2)

.............. (2,636) (514) (5,636) (5,945)

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

Maintenance capital expenditures(3)

.................................... (5,466) (12,063) (21,622) (55,159)

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

Distributions Declared to Antero Midstream Holders

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

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

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

DCF coverage ratio .............................................................. 1.79x 1.27x 1.78x 1.33x