Executive Summary As Antero Resources (“AR”) continues to evaluate a potential simplification transaction between Antero Midstream GP LP (“AMGP”) and Antero Midstream Partners (“AM”), J.P. Morgan has prepared these discussion materials to address the following topics: consideration in a transaction, the metrics as compared to peers leverage (>3.0x Debt / 2018E spreads and rating agency views equity investor views and strategic credit documents including the RP 2 After a multi-month, detailed review of all potential alternatives, J.P. Morgan continues to believe that the currently contemplated transaction between AMGP and AM is the most attractive structural alternative for AR In evaluating potential levels of cash following should be considered: Pro forma AM / AMGP leverage Potential implications of higher EBITDA) at AM / AMGP on credit Implications of higher leverage on financial flexibility Considerations raised by AM’s basket in AM’s bond indenture Transaction results in a best-in-class midstream C-Corp with traditional governance, peerless distribution growth and a self-sustaining balance sheet We would expect the pro forma entity to trade at a significant premium to AMGP’s current share price AR owning pro forma AMGP C-Corp shares vs. AM LP units materially enhances liquidity and monetization ability C-Corp structure provides larger float, trading volume, access to institutional capital, and an improved future source of liquidity for AR Precedent E&P monetizations of midstream LP interests have been mixed and often require a significant discount (e.g., Devon and EnLink) AR improves its position at AM across a range of criteria, including governance, valuation, trading liquidity and ability to monetize Eliminates concerns regarding incentives associated with IDRs and Series B units held by AMGP Places midstream assets in C-Corp structure with traditional governance favored by investors As the largest owner of pro forma AMGP (without IDRs and Series B units), AR can benefit from acquisitions of integrated upstream and midstream assets The transaction also provides an efficient way to raise cash sufficient to reduce leverage and / or execute a prudent share repurchase program at AR The transaction addresses a majority of the key issues raised by AR shareholders Credit and leverage considerations of pro forma AMGP / AM Trading and valuation of pro forma AMGP / AM Benefits to AR of a simplification transaction

General Benefits of an AMGP / AM Merger to AR 3 A Merger of AMGP and AM Provides More Benefits to AR Than Any Other Proposed Transaction J.P. Morgan believes that an acquisition of AM by AMGP is attractive to AR for the following reasons: Significantly addresses “misalignment” concerns regarding incentives associated with IDRs and Series B units held by AMGP and creates C-Corp structure with traditional governance AR receiving a premium for AM units in part for cash; sales of AM units today would carry a substantial discount C-Corp structure provides larger float, liquidity, access to institutional capital, and an improved future source of liquidity for AR Pro forma AM / AMGP would be a highly-attractive midstream C-Corp with differentiated growth, coverage, leverage and yield profile AM receives up-front premium and accretion to long-term distributions Tax shelter provided by step-up enhances AMGP DCF Analysis indicates AMGP should trade at a significant premium to its current share price AR goes from having limited voting rights at AM to being the largest AMGP stockholder with proportionate voting rights Lowers AM cost of equity capital due to elimination of IDRs and Series B units Generally consistent with expectations of third party commentators Potential for modest cash component facilitates AR share repurchases consistent with recent peer actions and investor preferences

Comparison of AR Standalone and AR Pro Forma Assessment Standalone Pro Forma “Ownership of IDRs and Series B drives decision making” AR owns greater percentage than Management of same midstream security Perceived alignment of Management Largest single shareholder with significant influence and voting power, depending on terms of shareholder agreement Governance / Control of Antero Midstream None; AMGP’s ownership of AM’s General Partner limits AR control Potential of up to ~$360 million (depending on election) None Immediate Cash Infusion to AR AM unitholders to enjoy enhanced liquidity as midstream C-Corp; Pro forma public float is $3.8bn2; midstream C-Corp ADTV1 as a % of public float is typically 1.1% AM current public float is $2.5bn; ADTV1 as a % of public float is 0.7% Trading Liquidity AR has ability to realize premium cash value for AM in transaction; future monetizations may be at lower discounts Valuation of AM to AR in Monetization AR ability to monetize likely at a significant discount Midstream Distributions to AR per annum Pro forma DPU expected to be flat; distributions to AR depends on cash election 2019E distributions of $219 million to AR Removal of IDRs and Series B units permanently lowers Antero Midstream’s cost of capital Burdened by IDRs and Series B units (36% GP / IDR take in 2019) Equity Cost of Capital Ownership of Antero Midstream 53% of AM ~29 – 32% of Pro Forma AMGP Source: FactSet as of 8/2/18 1 90 day average daily traded volume; 2 Based on 1.68x exchange ratio on AM public float 4 J.P. Morgan Proposed Transaction: Key Items for AR’s Consideration

Several Large-Scale Corporate Simplifications Have Announced and Been Well-Received in 2017 / 2018 Since Simplification Announcement1 Top Midstream performers Acquiror Target 14.0% ETE ETP 8.0% WMB WPZ Source: Company filings, FactSet 1 Simplification announcement took place on 2/1/17 and closed on 6/30/17 5 2.3% 2.8% One-Day Price Reactions to Recent Large-Scale Simplification Announcements CEQP CQP 32% 28% OKE 27% NBLX ENBL WPZ DCP GLOP EPD 23% 15% 14% 12% 10% 4% AMZ (14%) Shortly after the 2008 / 2009 financial crisis, a handful of bellwether MLPs underwent similar simplifications (Magellan, Enterprise, etc.), and entered the Shale revolution with a more advantageous and cost-effective structure In recent years, several major MLPs folded into their publicly traded GP C-Corps (KMI, OKE, TRGP), resulting in structural simplification, enhanced corporate governance and greater institutional ownership In an acceleration of the trend, and in recognition of the long-term benefits many of the most reputable MLPs have taken action in 2018 towards some type of corporate simplification ONEOK Has Been a Top 3 Performer Simplification Trend Has Accelerated

C-Corps Attract More Liquidity Than MLPs Index Investors and Have Meaningfully Higher Trading Average Daily Trading Volume1 1.1% $175 $126 $118 $109 $63 $34 Legally-structured C-Corps Check-the-box C-Corps MLPs KMI OKE post roll-up 2 EPD ONEOK Pre roll-up 3 ETP TRGP MPLX MMP WPZ Growth / Aggressive Growth 74% Growth / Aggressive Growth 64% 706 GARP 14% GARP 7% Other 1% Other 1% Yield 9% Value / Deep Value 1% Yield 13% Value / Deep Value 0% Index 0% Index 15% Source: FactSet as of 8/2/18, equity research Note: Legally-Structured C-Corps: KMI, OKE, SEMG, TRGP, WMB; Check-the-Box C-Corps: AMGP, ENLC, PAGP, TEGP 1 Reflects 30 day ADTV as of 9/30/17 (i.e. as of three months post-closing of OKE / OKS transaction) unless otherwise noted 2 Represents ADTV from 9/30/17 – 12/31/17 3 Represents 30 day ADTV as of 1/31/17 (unaffected date prior to roll-up announcement) 4 Based on conversion date of 5/21/15 6 Index ownership increased to 15% 464 6-months post-conversion4 6-months pre-conversion4 Post-conversion – 12/31/16 Pre-conversion – 3/31/15 Macquarie Infrastructure Corp – LLC to C-Corp Conversion Case Study Change in Investor Base Change in Average Daily Trading Volume (000s) $129 30.6 OKS 87.5 OKE $50$47 0.9% 0.7% ONEOK Simplification Case Study – ADTV as % of Public Float – Current Public Companies

How does pro forma AMGP address issues raised by AR Shareholders? Interest / reduce leverage and / or fund share repurchase at AR 7 Financial flexibility C-Corp structure provides larger float, liquidity and access to institutional capital, improving overall flexibility of AR to monetize units for cash acquisitions As the largest owner of pro forma AMGP (without IDRs and Series B units), AR can benefit from acquisitions of integrated upstream and midstream assets Improve the ability of Antero to take advantage of future dislocations in the markets Leverage profile Accelerate debt reduction Cash portion of AMGP offer provides flexibility to Enhanced liquidity at pro forma AMGP provides greater ability for future AMGP sell-downs to fund debt reduction / share repurchases Future acceleration of water earn out payments would provide an additional capital source for deleveraging and share repurchases if included as part of transaction Implement a material share repurchase program Shareholder return Alignment of Governance Eliminates concerns regarding incentives associated with IDRs and Series B units held by AMGP Places AR as largest shareholder of pro forma AMGP in C-Corp structure Enhanced liquidity allows for more rapid monetization of midstream ownership by PE and Management Eliminate potential conflicts of interest resulting from the current corporate structure Transaction benefits AR Shareholders’ position

Pro Forma AMGP Will Provide a Differentiated Growth, Leverage and Valuation Proposition to Potential Investors 2018E – 2020E EBITDA Growth 2018E – 2020E DPU Growth 2018E – 2020E DCF Growth 38% 38% 29% 29% AMGP PF Midstream C-Corps E&P Sponsored MLPs AMGP PF Midstream C-Corps E&P Sponsored MLPs AMGP PF Midstream C-Corps E&P Sponsored MLPs¹ Note: Assumes AMGP acquires AM for 1.68x exchange ratio plus $1.92 in cash per unit; Assumes current AMGP share price of $19.04 as of 8/2/18 in calculating metrics 1 Represents LP DCF growth rather than total DCF growth 9 16% 15% 5% 14%14% Transaction places midstream assets in best-in-class C-Corp structure with traditional governance favored by investors Pro forma AMGP would have DCF, EBITDA and cash distribution growth vastly superior to its new corporate peers, thereby suggesting strong support for AMGP above its current trading level Pro forma AMGP would offer a conservative capital return and balance sheet posture with distribution coverage and balance sheet leverage superior to its corporate peers Ultimately, pro forma AMGP’s superior growth and balance sheet will imply upside to the share price, to the benefit of AR Summary

AMGP Pro Forma Valuation Considerations 2019E Total coverage Net debt / 2018E EBITDA 90-day ADTV % 2019E Yield 2019E FV / EBITDA 2019E EV / DCF 15.6x 12.2x 1.1% 11.7x 11.2x 1.2x 1.2x 1.2x 3.5x 8% 7% AMGP PF Midstream E&P AMGP PF Midstream E&P AMGP Midstream E&P AMGP PF Midstream E&P AMGP PF Midstream E&P AMGP Midstream E&P PF C-Corps Sponsored MLPs C-Corps Sponsored MLPs C-Corps Sponsored MLPs PF C-Corps Sponsored MLPs C-Corps Sponsored MLPs C-Corps Sponsored MLPs Net debt / 2019E EBITDA 2020E EV / DCF 13.1x 2020E Total coverage Public float ($bn) $25 2020E Yield 2020E FV / EBITDA 11.0x 1.3x 1.2x 9% 8% 3.2x 2.7x AMGP PF Midstream E&P AMGP PF Midstream E&P AMGP Midstream E&P AMGP PF Midstream E&P AMGP PF Midstream E&P AMGP PF Midstream E&P PF C-Corps Sponsored MLPs C-Corps Sponsored MLPs C-Corps Sponsored MLPs C-Corps Sponsored MLPs C-Corps Sponsored MLPs C-Corps Sponsored MLPs Source: FactSet as of 8/2/18; Midstream C-Corps include: OKE, TRGP,WMB; E&P Sponsored MLPs include: WES, EQM, NBLX, CNXM, HESM Note: Assumes AMGP acquires AM for 1.68x exchange ratio plus $1.92 in cash per unit; Assumes current AMGP share price of $19.04 as of 8/2/18 in calculating metrics 10 1.8x 6% 1.1x 9.1x 8.7x $4 $2 10.0x 10.9x 5% 2.8x 2.5x 0.7% 0.5% 12.3x 11.2x Despite materially higher DCF growth, AMGP PF trades at significantly lower cash flow multiples with 100 - 300bps of potential yield improvement Every 100bps improvement in 2019E yield would represent a $3.25 increase in share price, or a ~18% improvement to AMGP’s current price Peer Trading Statistics ($mm except where otherwise noted)

In Both Secondary Offerings and Sales of a Full Stake, Parent Companies Realize a Significant Discount to the Market Value of Their MLP Ownership Size % File/ All-in Offer/ Offer/ Pricing date Issuer Deal type ($mm) Mkt cap xADTV Offer discount 1-Day Current Selling shareholder 06/26/18 CNX Midstream Partners LP CMPO $137 11.7% 68.0x (11.9%) (13.3%) 2.7% 10.5% Noble Energy 06/12/18 USA Compression Partners LP Block 81 5.2 24.0 (9.9) (11.0) 0.3 2.3 Riverstone 09/06/17 Antero Midstream Partners LP Block 315 5.4 26.3 (6.4) (7.4) (0.7) 7.8 Antero Resources 01/30/17 Summit Midstream Partners LP Block 96 5.5 21.5 (8.2) (9.5) (0.2) (27.9) Energy Capital Partners 09/09/16 GasLog Pts LP Block 46 10.9 18.4 (4.6) (6.3) 0.1 28.5 Directors of the Company 06/13/16 Western Gas Equity Pts LP Block 481 5.7 77.8 (7.8) (8.8) (3.6) (5.5) Anadarko Petroleum 03/24/16 Antero Midstream Pts LP Block 179 4.5 17.5 (10.3) (10.9) (2.9) 51.3 Antero Resources 06/04/15 Western Gas Equity Pts Fully Marketed 134 1.1 31.6 (8.3) (11.1) - (37.5) Anadarko Petroleum 06/04/15 04/09/15 Western Gas Memorial Production Pts TEU Block 460 77 5.5 5.3 110.1 5.8 n/a (4.4) n/a (6.0) - 0.1 (37.5) n/a Anadarko Petroleum NGP ENLC share price as of 6/5/18 ENLK unit price as of 6/5/18 DVN ownership (shares / units in mm) ENLC ENLK DVN ownership ($mm) ENLC ENLK Total equity value attributable to Devon Global Infrastructure Partners purchase price ($mm) $17.80 $17.77 115.5 94.7 2,056 1,682 $3,738 $3,125 Source: Dealogic and FactSet as of 8/2/18, company filings 11 Implied discount to market value(16.4%) Implied discount to 30-day VWAPs(8.0%) In June 2018, Devon Energy sold its entire stake in the EnLink Midstream complex, comprised of ~115 million shares in EnLink Midstream LLC (“ENLC”) and ~95 million units in EnLink Midstream Partners LP (“ENLK”) for $3.1bn to Global Infrastructure Partners (“GIP”) Sale represented a 16.4% discount to then current market value and a discount of 8.0% to ENLC/ENLK’s respective 30 day volume weighted average prices Devon Energy Divestiture of its Stake in EnLink Midstream Total$2,006 Mean$2016.1%40.1x(8.0%)(9.4%)(0.4%)(0.9%) Median$1355.4%25.2x(8.2%)(9.5%)-2.3% Selected Recent Secondary MLP Follow-Ons

Review of AMGP / AM Peer Leverage Levels 3.5x 3.4x 3.2x 2.5x 2.3x 2.3x (0.4x) Standalone AM OKE WES TRGP EQM CNXM NBLX HESM Amount ($mm) Issue Ratings Current as of 8/2/18 Implied Tenor Issuer Issue type Coupon Issue Date Maturity Price YTW YTW date Nustar Logistics Sr Nts 5.625% 550 Apr-17 Apr-27 Ba2 / BB 98.13 5.90% Apr-27 8.7 Enlink Midstream Partners Sr Nts 4.850% 500 Jul-16 Jul-26 Ba1 / BB+ 95.88 5.50% Jul-26 7.9 Antero Midstream Partners Sr Nts 5.375% 650 Sep-16 Sep-24 B1 / BB+ 100.75 5.17% Sep-22 4.1 Western Gas Partners Sr Nts 4.650% 500 Jun-16 Jul-26 Ba1 / BBB-99.37 4.75% Jul-26 7.9 Source: FactSet and Bloomberg as of 8/2/18; Note: Antero metrics represent company projections 13 JPMorgan Global HY6.70% EQT Midstream PartnersSr Nts4.125%500Nov-16Dec-26Ba1 / BBB-93.165.15%Dec-268.3 Hess Infrastructure Partners LPSr Nts5.625%800Nov-17Feb-26Ba3 / BB+100.635.49%Feb-245.5 Summit Midstream PartnersSr Nts5.500%300Jul-14Aug-22B1 / BB-99.255.71%Aug-224.0 CNX Midstream Partners LPSr Nts6.500%400Mar-18Mar-26B3 / BB-99.006.67%Mar-267.6 Current Debt Trading Levels 2.8x 2018E Net Debt / EBITDA

AM / AMGP Standalone vs. Pro Forma Leverage Analysis considerations issuances, including upcoming term out of AM fund new growth capex and/or external M&A 2018E 2019E 3.3x 3.1x AM standalone 1.65x ex ratio, no cash 1.68x ex ratio, $1.92 cash per unit 1.71x ex ratio, $3.84 cash per unit Source: Antero management projections 14 2.8x2.7x 2.3x2.2x2.3x2.4x Net Debt / LTM EBITDA Pro forma leverage of >3.0x raises the following Higher credit spreads – as much as 100bps – for new revolver Negative reaction from equity investors who viewed AMGP / AM’s balance sheet as differentiating Reduced financial flexibility including the ability to J.P. Morgan believes that leverage levels of up to 3.0x should not pose a risk to the ratings Leverage levels near 4.0x or greater would clearly cause a downgrade of both Ba2 and BB+ ratings A leverage level from 3.0 – 4.0x is in the “grey zone” and ratings will fundamentally depend on the financial policy articulated to the rating agencies and the deleveraging in the business plan Financial and Strategic Considerations Rating Agency Considerations

Credit Considerations of Transaction a Sizeable Cash Component in a Potential AMGP / AM 15 AM’s credit agreement does not allow for any restricted payments outside of regular distributions to unitholders Any cash consideration as part of a simplification transaction will require AM to seek a 50.1% amendment from RCF lenders to allow for the restricted payment Given current drawing under the RCF, AM has been contemplating exercising the incremental with the credit facility and increasing commitments from $1.5bn to $2.0bn in conjunction with any simplification The RCF lenders are all private side bank relationship lenders who have seen the AM’s projections over time and also heard their communicated financial policy The increased leverage profile of AMGP PF could make the execution of the amendment and the $500mm upsize more challenging Ramifications for Credit Facility AM trading levels could be negatively impacted as a result of incremental leverage and investor surprise with the Company’s breach of its financial policy and the flexibility of the existing indenture Antero currently estimates their restricted payment capacity in AM’s high yield indenture to be ~$700 - $750 million Restricted payment calculations are notoriously challenging for investors to calculate without direct input from the Company Meaningful usage of AM’s large restricted payment capacity will likely be surprising to investors as most high yield issuers, particularly public companies, rarely push the envelope of their restricted payment capacity Additionally, MLPs rarely make any meaningful restricted payments outside of their regular distribution to unitholders While impossible to perfectly predict, J.P. Morgan believes that with the contemplated amount of cash consideration, AM’s existing high yield notes could trade off by ~100bps and expect a similar impact to any near-term new issues rates used to term out revolving credit facility borrowings Ramifications for High Yield J.P. Morgan understands that the cash consideration of any AMGP / AM transaction will be structured to avoid requiring AM bondholder consent Since its inaugural bond offering, AM has communicated a financial policy to bondholders of leverage between 2.0x – 2.5x, with the potential to flex up to ~3.0x in conjunction with accretive acquisitions With a cash component at / near $700 million, AMGP pro forma leverage will exceed 3.0x, a departure from AM’s corporate policy Both Antero and Antero Midstream have been able to achieve best in class pricing in the high yield market over time and are now considered a “darling” of the high yield space with a trajectory to investment grade The current AM high yield trading levels of $100.75 / 5.17% reflect not only AM’s credit profile but also the trust that AR and AM management have built with investors through years of delivering strong financial and operational results Overview

Summary Takeaways 17 A Merger of AMGP and AM Provides More Benefits to AR Than Any Other Proposed Transaction Based on its detailed analysis of the potential structural alternatives previously reviewed with the AR Special Committee and the Board, Antero management and its advisors continue to believe that an acquisition of AM by AMGP is the most attractive structural alternative for AR’s shareholders Financially viable to equity holders of AR, AMGP and AM Best addresses AR shareholder concerns regarding mis-alignment of incentives Pro forma AM / AMGP would be highly-attractive midstream C-Corp with differentiated growth, coverage, leverage and yield profile AM receives up-front premium and accretion to long-term distributions Tax shelter provided by step-up enhances AMGP DCF Analysis indicates AMGP should hold value and even improve C-Corp structure provides larger float, liquidity, access to institutional capital, and an improved future source of liquidity for AR as exampled by ONEOK and Macquarie Infrastructure At pro forma leverage of 3.0x or lower, there is little risk of a credit downgrade at AMGP pro forma

The Antero Family has Modestly Outperformed Peers as Market Waits for an Anticipated Simplification Announcement AR price performance has been in line with industry but 6% above peers since SailingStone filed 13D Peers continue to pursue midstream simplification / separation (EQT and GPOR) and announce share repurchase programs (EQT and COG) Living within cash flow and focus on shareholder returns remain core themes in the upstream industry AR (5%) 0% (1%) (10%) Peers (11%) 2% 3% (7%) S&P E&P 4% 16% 6% 1% AM has outperformed its peers by of 12% since SailingStone filed 13D (7% versus AMZ) IDR and Series B elimination and governance simplification remain core themes in the midstream space AM 2% 28% 24% 12% Peers (10%) 3% 4% 4% AMZ (5%) 8% 9% 8% AM outperformance is driven in part by expectation of a potential AMGP offer to AM at a premium AMGP performance in line with industry and peers AMGP’s performance relative to AM possibly driven by investor expectations for proposed transaction AMGP (14%) (1%) 9% 2% Peers (15%) (0%) 3% 1% AMZ (5%) 8% 9% 8% Source: FactSet as of 8/2/18 AR Peers: COG, EQT, GPOR, RRC, SWN, CNX; AM Peers: CNXM, EQM, HESM, NBLX, WES; AMGP Peers: ENLC, EQGP, TEGP, WGP Note: SailingStone filed 13D during market trading on 1/29/18, unaffected date of 1/26/18 used; Antero released its press release announcing the formation of Special Committees before market open on 2/26/18, unaffected date of 2/23/18 used 19 Performance since 1/29/182/26/183 months1 month AMGP Price performance YTD Performance since 1/29/182/26/183 months1 month AMGP / AM Commentary AM Price performance YTD Performance since 1/29/182/26/183 months1 month AR Commentary AR Price performance YTD SailingStone 13D (1/29/18)Special Committee Formation (2/26/18)

Wall Street Perspectives “We view a consolidation of the midstream complex as the most likely outcome of this review” “the combined midstream asset base could see a significant rerate with NAV of inventory blowdown >$12.5B vs. current combined equity value of ~$8.5B.” “Though two scenarios are explored, relative valuation gap between AM and AMGP leaves a GP buy-in of the LP as the more probable outcome.” - TPH - TPH - TPH “We believe that the focus remains on the potential merger of Antero Midstream GP and conversion from an MLP structure to a corporation. We would view a simplified proforma entity favourably.” “[Post-transaction, the pro-forma entity] would retain a far and away best in class dividend / share growth outlook with conservative coverage and a very conservative leverage ratio for the foreseeable future.” “we see AM+AMGP potentially trading at 11.4x 2019e EBITDA, a level we believe could be quite attractive relative to an estimated 2019-2021 EBITDA CAGR of 22%.” - TD Securities - Raymond James - Morgan Stanley 20 Pro forma Valuation Midstream Simplification

ETE / ETP simplification case study ETE Peers¹ Index² affirms ETP at Baa3, negative outlook (8/2/18) “This simplification transaction, which, with the projected elimination of ETE's Incentive Distribution Rights (IDRs), will relieve ETP of the growing IDR burden on its cost of capital, while enabling it to retain a significantly greater amount of cash flow with which to fund its future growth. The combined entities' extremely large and diversified midstream asset base, generating largely fee-based cash flows should enable the company to manage its financial leverage to a modestly lower level while sustaining high levels of distribution coverage” 2.8% 2.7% 2.7% 2.3% 1 day 2 day ETP Peers³ Index² 14.0% 13.6% 1.2% 1 day 2 day “From the perspective of the consolidated credit profile, the acquisition of ETP in an all equity transaction will reduce structural complexity, enhance corporate transparency, and further grow scale and business segment diversity. The combined entity will have strong distribution coverage metrics and the corresponding ability to internally fund a meaningful portion of its growth capital expenditures. This will result in less reliance on equity capital markets to fund growth expenditures while correspondingly providing for sounder liquidity.” Standalone Pro forma AMGP pro forma4 2019E DCF 2019E DPU Coverage DPU growth (2019-2021 CAGR) $1.46 $1.22 1.20x 6.7% $2.05 $1.22 1.68x 6.7% 1.54 1.32 1.17x 24.4% 2019E LP DCF/unit 2019E DPU 2019E LP coverage DPU growth (2019-2021 CAGR) $2.85 $2.26 1.26x 2.6% $2.63 $1.56 1.68x 6.7% 4 2019E GP take of distributions 37.4% - Source: FactSet as of 8/1/18, broker research, investor presentation, press release 1 ETE peers include WGP, EQGP, AMGP, ENLC; 2 Alerian MLP Index; 3 ETP peers include ENB, TRP, WPZ, EPD, KMI, PAA; 4 Assumes AMGP acquires AM at 1.68x exchange ratio + $1.92 in cash consideration per AM unit 21 ETP ETE Pro forma metrics 0.8%2.3% 2.7% ETP 0.0% 0.5% ETE Select ratings agency commentary Market reaction