Historical Exchange Ratio Analysis Since AMGP IPO (5/4/17) | Based on Spot Prices ($ in millions, unless otherwise noted) Historical AM/AMGP Exchange Ratio At Transac tion Contrac tual Valuation 186.2 319.5 $17.51 Contrac tual Valuation Yield-Based Valuation - AM GP Shares O utstanding AM GP Units Issued AM GP Pric e 186.2 NA $17.51 186.2 NA $17.51 2.20x Implied Series B Valuation $76 $241 $411 Series B Conversion Units 17.4 17.4 23.5 2.00x Adj. AM GP Share Pric e $16.39 $17.20 $17.51 1.8326x (1) 1.8147x 1.80x 1.6985x 1.60x 1.40x 1.20x May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 3 Source: Company filings, FactSet as of 10/5/2018. (1) Adjusted to reflect proposed Series B conversion, with AMGP share price calculated as (AMGP equity value + [(AMGP equity value - $2bn) x 6%])/(AMGP fully diluted shares outstanding + 17.354mm) based on AMGP 20-Day VWAP on the day prior to transaction. 2018E Series B CF NA $7 NA 2018E Yield NA 2.8% NA Series B Threshold $2,000 NA $2,000 AMGP Proposal Series B Redem ption Right 6.0% NA 6.0% Spot XR Adj. XR Current AM Share Pric e $29.74 $29.74 $29.74 At 2/23/2018 Adjusted XR 1.8147x 1.7289x 1.6985x AM GP Units O utstanding Inc luding Series B 203.6 203.6 529.2 AM GP Equity Value Inc luding Series B $3,336 $3,502 $9,266 AM GP M arket Value $3,261 $3,261 $8,855 % Premium /% Premium / PeriodMarket X R Adj. X R(1)(Discount) to Market (Discount) to Adj. X R X R at Transactionat Transaction At Transaction--1.8326x---- Current1.6985x1.8147x7.9%1.0% 3-Month Average (Current)1.6816x1.7944x9.0%2.1% 30-Day Average (Current)1.7254x1.8446x6.2%(0.7%) 2/23/20181.3804x1.4702x32.8%24.6% 3-Month Average (at 2/23/2018) 1.4842x1.5795x23.5%16.0% 30-Day Average (at 2/23/2018)1.4443x1.5348x26.9%19.4% Since AMGP IPO Average1.5804x1.6840x16.0% 8.8% Sample Adjusted XR Calculation CONFIDENTIAL

$3.415 ($2.89) $0.53 onsideration xes Payable et Cash Consideration Sec ondary Shares Purc hased 0.0301x AM Distributable Cash Flow Accretion / (Dilution) - % AMGP Distributable Cash Flow Accretion / (Dilution) - % At 1.0x AM Coverage 31.0% At 1.8326x Exchange Ratio 1.8326x XR (1) (2) 1.6651x XR 17.187%.0% 17.2%16.4% 25.2% 12.7% 23.8% 12.2% 9.7% 9.4% 19.0% 7.0% 6.4% 6.5% 5.8% 2.4% (0.3%) 2.0% (0.6%) 2H 2018E 2019E 2020E 2021E $3.24 2021E 2022E $3.75 2019E 2020E $1.10 $2.74 2019E 2020E 2021E 2022E 2$3.63 6 4 .$246.36 .02 .30 $1.08 $3.00 Pro Forma AMGP: $1.64 $1.98 $2.38 $2.74 AM Distribution Accretion / (Dilution) - % At 1.8326x Exchange Ratio AMGP Distribution Accretion / (Dilution) - % 3.2% 3.2% 3.2% 3.3% 39.5% (6.3%) (6.2%) (6.2%) (6.1%) 19.3% 10.1% 3.5% 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E (1) Pro Forma AMGP at 1.6651x: Pro Forma AMGP at 1.8326x: $2.07 $2.28 $2.67 $2.94 $3.21 $3.53 $3.85 $4.23 Pro Forma AMGP: $1.24 $1.60 $1.93 $2.31 PF AMGP Coverage: 1.315x 1.236x 1.237x 1.186x 5 Source: Management projections and FactSet as of 10/5/2018. (1)Pre – Unitholder Tax; 1.8326x represents implied XR at 1.6350x equity XR and cash consideration of $3.415 / unit. Cash assumed to be used to purchase additional secondary shares. (2)Post - Unitholder Tax; 1.6651x represents implied XR at 1.6350x equity XR; cash used to pay taxes, with any excess cash assumed to be used to purchase additional secondary shares. SQ AM Coverage:1.301x 1.158x 1.103x 1.045x Status Quo AMGP:$0.89 $1.35 $1.75 $2.23 $ Acc / (Dil):$0.35 $0.26 $0.18 $0.08 PF AMGP Coverage:1.315x 1.236x 1.237x 1.186x Status Quo AM:$2.21 $2.85 $3.42 $4.10 (2) $ Acc / (Dil):($0.14) ($0.18) ($0.21) ($0.25) $ Acc / (Dil):$0.07 $0.09 $0.11 $0.13 Status Quo AMGP: $1.25 $1.58 $1.92 $2.30 $ Acc / (Dil):$0.39 $0.40 $0.46 $0.44 Status Quo AM:$2.73 $0.98$3.22 $2.72$3.7 $3.30$4 $3.97 PF AMGP at 1.6651x: $2.72 $3.30 $3.97 $4.56 PF AMGP at 1.8326x: $3.00 ($0.12)$3.63 ($0.02)$4.3 $0.06$5 $0.22 $ Acc / (Dil):($0.01) ($0.02)$0.08 $0.26$0.2 $0.40$0 $0.61 $ Acc / (Dil):$0.27 $0.41 $0.64 $0.76 Accretion / (Dilution) Pre – Unitholder Tax(1,2) | AM & AMGP | AR Base Case All-In XR 1.8326x Gr Ta N oss Cash C CONFIDENTIAL XR Equity Component 1.6350x Net After-Tax XR 1.6651x CONFIDENTIAL

$3.415 ($2.89) $0.53 onsideration xes Payable et Cash Consideration Sec ondary Shares Purc hased 0.0301x AM Distributable Cash Flow Accretion / (Dilution) - % AMGP Distributable Cash Flow Accretion / (Dilution) - % At 1.0x AM Coverage 36.8% At 1.8326x Exchange Ratio 1.8326x XR (1) (2) 1.6651x XR 17.0% 14.4%16.4% 14.8% 11.1% 12.2% 26.7% 26.0% 9.4% 5.9% 20.9% 4.36%.4% 3.9%5.8% 0.9% 2.0% (3.8%) (0.6%) 2H 2018E 2019E 2020E 2021E $3.24 2021E 2022E $3.75 2019E 2020E $1.10 $2.74 2019E 2020E 2021E 2022E $1.08 $3.00 $3.63 $4.36 Pro Forma AMGP: $1.38 $1.83 $2.07 $2.35 AM Distribution Accretion / (Dilution) - % At 1.8326x Exchange Ratio AMGP Distribution Accretion / (Dilution) - % 2.3% 1.8% 1.8% (1.7%) 36.0% (7.1%) (7.5%) (7.5%) 24.8% (10.7%) 15.3% 8.6% 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Pro Forma AMGP at 1.6651x: Pro Forma AMGP at 1.8326x: $1.91 $2.11 $2.40 $2.64 $2.75 $3.02 $3.16 $3.48 Pro Forma AMGP: $1.15 $1.44 $1.65 $1.90 6 Source: Management projections and FactSet as of 10/5/2018. (1)Pre – Unitholder Tax; 1.8326x represents implied XR at 1.6350x equity XR and cash consideration of $3.415 / unit. Cash assumed to be used to purchase additional secondary shares. (2)Post - Unitholder Tax; 1.6651x represents implied XR at 1.6350x equity XR; cash used to pay taxes, with any excess cash assumed to be used to purchase additional secondary shares. SQ AM Coverage:1.149x 1.206x 1.142x 1.114x PF AMGP Coverage:1.203x 1.268x 1.257x 1.238x Status Quo AMGP:$0.85 $1.15 $1.43 $1.75 $ Acc / (Dil):$0.30 $0.29 $0.22 $0.15 PF AMGP Coverage:1.203x 1.268x 1.257x 1.238x Status Quo AM:(1)$2.15 $2.58 $2.97 $3.42 (2) $ Acc / (Dil):($0.23) ($0.18) ($0.22) ($0.26) $ Acc / (Dil):($0.04) $0.06 $0.05 $0.06 Status Quo AMGP: $1.01 $1.44 $1.65 $1.94 $ Acc / (Dil):$0.37 $0.39 $0.43 $0.41 $3.30$3.97 Status Quo AM:$2.39 $0.98$3.01 $2.72$3.32 $3.75 PF AMGP at 1.6651x: $2.30 ($0.12)$3.04 ($0.02)$3.45$0.06 $3.$902.22 PF AMGP at 1.8326x: $2.53 ($0.02)$3.35 $0.26$3.80$0.40 $4.$301.61 $ Acc / (Dil):($0.09) $0.03 $0.13 $0.16 $ Acc / (Dil):$0.14 $0.33 $0.48 $0.56 Accretion / (Dilution) Pre – Unitholder Tax(1,2) | AM & AMGP | AR Downside Volumes Case All-In XR 1.8326x Gr Ta N oss Cash C CONFIDENTIAL XR Equity Component 1.6350x Net After-Tax XR 1.6651x CONFIDENTIAL

Transaction Tax Implications At Transaction Average Tax Basis Calculation(1) Average tax basis of $20.49 per unit for public AM unitholders as of YE 2018 Antero Resourc es Antero Resourc es - WaterARC Public Unitholders 90,841,730 8,028,605 94,757,401 $1.06 26.90 20.49 2017 YE Basis (+) 2018E Avg. Net Inc ome (-) 2018E Distributions $23.27 (1.07) 1.72 The average public AM unit holder would need to receive cash consideration of $2.89 per unit to avoid having to sell shares post-transaction to pay transaction related taxes Total Active Units 193,627,736 Cash Consideration Required to Avoid Share Selling AMGP Share Price Exchange Ratio Cash Consideration(5) Offer Price $17.51 1.6350x $3.415 $32.04 AMGP Share Price Exchange Ratio Cash Consideration(5) Offer Price $17.51 1.6350x $3.415 $32.04 AMGP Share Price Exchange Ratio Cash Consideration(5) Offer Price $17.51 1.6350x $3.415 $32.04 Detail of Gains (per Unit) Average Ordinary Gain Average Capital Gain Detail of Gains (per Unit) Average Ordinary Gain Average Capital Gain Detail of Gains (per Unit) Average Ordinary Gain Average Capital Gain $3.37 8.19 $4.83 9.23 $6.56 4.98 Average Assumed Passive Activity Loss (2) Tax on Gain (per Unit) Federal Ordinary Income Tax Rate Individual MLP Investor Deduction Rate Adjusted Ordinary Tax Rate ACA Tax Federal Tax Rate Federal Capital Gains Tax Rate Effective State Tax Rate(3) PAL Rate PAL Gain Deduction Tax on Ordinary Gain Effective Ordinary Gain Tax Rate Tax on Capital Gain Effective Capital Gain Tax Rate State Tax Ordinary Income(4) Effective Ordinary Gain Tax Rate State Tax Capital Gain(4) Effective Capital Gains Tax Rate Average Assumed Passive Activity Loss (2) Tax on Gain (per Unit) Federal Ordinary Income Tax Rate Individual MLP Investor Deduction Rate Adjusted Ordinary Tax Rate ACA Tax Federal Tax Rate Federal Capital Gains Tax Rate Effective State Tax Rate(3) PAL Rate PAL Gain Deduction Tax on Ordinary Gain Effective Ordinary Gain Tax Rate Tax on Capital Gain Effective Capital Gain Tax Rate State Tax Ordinary Income(4) Effective Ordinary Gain Tax Rate State Tax Capital Gain(4) Effective Capital Gains Tax Rate Assumed Passive Activity Loss (3) Tax on Gain (per Unit) Federal Ordinary Income Tax Rate Individual MLP Investor Deduction Rate Adjusted Ordinary Tax Rate ACA Tax Federal Tax Rate Federal Capital Gains Tax Rate Effective State Tax Rate(3) PAL Rate PAL Gain Deduction Tax on Ordinary Gain Effective Ordinary Gain Tax Rate Tax on Capital Gain Effective Capital Gain Tax Rate State Tax Ordinary Income(4) Effective Ordinary Gain Tax Rate State Tax Capital Gain(4) Effective Capital Gains Tax Rate ($2.12) ($2.42) ($2.00) 37.0% 20.0% 29.6% 3.8% 33.4% 23.8% 5.2% 37.0% 20.0% 29.6% 3.8% 33.4% 23.8% 5.2% 37.0% 20.0% 29.6% 3.8% 33.4% 23.8% 5.2% 37.0% ($0.79) $0.34 10.1% $1.95 23.8% $0.17 5.2% $0.42 5.2% 37.0% ($0.90) $0.72 14.8% $2.20 23.8% $0.25 5.2% $0.48 5.2% 37.0% ($0.74) $1.45 22.1% $1.19 23.8% $0.34 5.2% $0.26 5.2% Total Payable Effective Tax Rate 25.0% Total Effective Tax Rate 25.9% Total Payable Effective Tax Rate 28.0% Source: FactSet as of 10/5/2018 and Wall Street research. Note: Dividend of $0.415 / share added to ordinary gain. (1) (2) (3) (4) Provided by management. Assumed passive activity loss and tax on ordinary gain for IPO investor utilizes company provided estimates based on a per unit basis range of $19.00-$22.00. Passive activity loss calculated by Management to be $2.00 for an IPO investor. At Management’s direction, state tax rate determined by using a weighted average of 50 state income tax rates and median federal taxable income brackets for married and single filers. 7 Total Tax on Gain $3.23 Total Tax on Gain $3.64 Total Tax on Gain $2.89 Total Gain $11.54 Total Gain $14.06 Total Gain $11.55 Average EOY 2018 Tax Basis $17.98 Average EOY 2018 Tax Basis $17.98 Average EOY 2018 Tax Basis $20.49 IPO Investor - IPO Basis(1) For IPO Investor - Average Basis(1) Average Unitholder Average EOY 2018 Basis for Public Unitholders $20.49 Average EOY 2018 Basis for IPO Investors $17.98 2018E YE Basis$20.49 2018E YE Basis Unitholder Active Units EOY 2018 Basis CONFIDENTIAL

After-Tax Distribution For Average Unitholder Calculation Detail for Transaction $989 $1,222 $1,413 $1,642 EBITDA - Interest Expense EBITDA - Distributions from Unconsolidated Affiliates + Equity in Earnings of Unconsolidated Affiliates - Equity Based Compensation - Interest Expense - Depreciation of Goodwill and Current Assets - Additional Depreciation from Step Up in Basis - Capex Expense for Tangible Assets - Interest Expense Add-back $989 ($88) $72 ($48) (122) (761) (87) (164) 0 $1,222 ($141) $104 ($41) (146) (753) (221) (176) 0 $1,413 ($168) $120 ($33) (154) (666) (229) (377) 0 $1,642 ($196) $146 ($35) (125) (622) (160) (352) 44 ($94) ($119) ($142) ($153) - IDR Distributions ($237) ($357) ($464) ($592) - Distributions from Unc onsolidated Affiliates ($88) ($141) ($168) ($196) + Equity in Earnings of Unc onsolidated Affiliates $72 $104 $120 $146 - Equity Based Compensation ($48) ($41) ($33) ($35) Taxable Income Before NOLs ($208) ($152) ($94) $335 594 668 726 812 Taxable Income Before Tax Depreciation - NOLs applied from previous years $0 $0 $0 ($268) O versubc ription 103% 103% 103% 103% Taxable Income ($208) ($152) ($94) $67 AM GP Taxable Income + NOL Utilization - Payment of Income Taxes +/-Change in depreciation (M ACRS vs ADS SL) + Tangible Asset Capex ($208) - - 205 164 ($152) - - 222 176 ($94) - - 85 377 $67 268 17 (65) 352 612 688 747 835 Taxable Income Before Tax Depreciation Tax Deprec iation (588) (642) (648) (644) Net Income 23 46 99 192 Current Earnings & Profits Current Dist. from AM GP to Shareholders Qualified Dividend? Return of Capital(1) Qualified Dividend(2) Partial Return of Capital(3) Accumulated Earnings and Profits $161 625 Cum E&P - 161 464 $246 815 Cum E&P - 246 570 $369 978 Cum E&P - 369 610 $560 1,174 Cum E&P - 560 614 AM Shares Outstanding 188.1 188.1 188.1 188.1 Taxable Income / Unit (Net of PAL) $0.00 $0.01 $0.02 $0.04 Average Tax Basis per Unit $20.49 $17.50 $13.99 $10.19 Less: Return of Capital per Unit(1) Average EoY Basis per Unit ($2.99) ($3.51) ($3.80) ($4.05) $17.50 $13.99 $10.19 $6.14 Income Tax % RoC (Annual Average) % Qualified Dividend (Annual Average) Percentage RoC Percentage QD 19% 6% 74% 26% 17% 8% 70% 30% 16% 9% 62% 38% 13% 12% 52% 48% Taxable Income / Unit (Net of PAL) $0.00 $0.01 $0.02 $0.04 Income Tax Rate 29.6% 29.6% 29.6% 29.6% Tax Basis/Share - Return of Capital $17.51 ($0.92) $16.59 ($1.12) $15.46 ($1.20) $14.26 ($1.21) Tax / Unit ($0.00) ($0.00) ($0.01) ($0.01) EoY Basis $16.59 $15.46 $14.26 $13.06 Implied Tax Rate 6% 7% 9% 11% Exchange ratio 1.6651x 1.6651x 1.6651x 1.6651x After-tax Distribution Dilution to AM Unitholder ($/Unit) After-tax Distribution Dilution to AM Unitholder (%) ($0.27) (12.0%) ($0.37) (12.9%) ($0.49) (14.5%) ($0.68) (16.6%) Source: Management projections and FactSet as of 10/5/2018. Note: 1.6651x represents implied XR at 1.6350x equity XR; cash used to pay taxes, with any excess cash assumed to be used to purchase additional secondary shares. 8 (1) (2) (3) Return of capital per share / unit calculated as the total distributions to holders when Current Earnings & Profits are less than 0. Qualified dividend calculated as equal to the lesser of Current Earnings & Profits or Distributions to Shareholder assuming Current Earnings & Profit is greater than 0. Partial Return of Capital is calculated as the difference between Distributions to Shareholders and Current Earnings & Profits assuming Qualified Dividends are applicable. PF After Tax AM Dividend XR Adjusted Share $1.94 $2.48 $2.92 $3.41 After-Tax PF AMGP Dividend Per Share $1.17 $1.49 $1.75 $2.05 Return of Capital Taxes $0.00 $0.00 $0.00 $0.00 Qualified Dividend Taxes $0.08 $0.12 $0.17 $0.26 Before Tax PF AMGP Dividend Per Share $1.24 $1.60 $1.93 $2.31 Total Tax per Share $0.08 $0.12 $0.17 $0.26 After Tax AM Distibution Per LP Unit $2.21 $2.85 $3.41 $4.09 Shares Outstanding 502.3 508.1 508.1 508.1 Income Taxes / Unit $0.00 $0.00 $0.01 $0.01 Before Tax AM Distibution Per LP Unit $2.21 $2.85 $3.42 $4.10 2019E 2020E 2021E 2022E PF AMGP After-Tax Calculation 2019E 2020E 2021E 2022E SQ AM After-Tax Distribution Calculation CONFIDENTIAL

After-Tax Distribution Accretion / (Dilution) CONFIDENTIAL AM & AMGP | For Average AM Unit Holder at Transaction AM Accretion / (Dilution) - % At 1.6651x Exchange Ratio & AR Base Case AMGP Accretion / (Dilution) - % At AR Base Case 71.9% 45.3% 31.5% 20.5% 2019E 2020E 2021E 2022E Pro Forma AMGP: $1.17 $1.49 $1.75 $2.05 AM AMGP Accretion / (Dilution) - % At AR Downside Case At 1.6651x Exchange Ratio & AR Downside Case 74.9% 53.0% (14.7%) 39.3% (17.2%) 27.2% 2019E 2020E 2021E 2022E Pro Forma AMGP: $1.13 $1.35 $1.52 $1.70 9 Source: Management projections and FactSet as of 10/5/2018 Note: AMGP accretion / (dilution) based on SQ AM Management Coverage. After-tax distributions is distribution from entity less attributable qualified dividends and gains on capital taxes. Note: 1.6651x represents implied XR at 1.6350x equity XR; cash used to pay taxes, with any excess cash assumed to be used to purchase additional secondary shares. PF AMGP Coverage:1.203x1.268x1.257x1.238x SQ AM Coverage:1.149x1.206x1.142x1.114x PF AMGP Coverage: 1.203x1.268x1.257x1.238x Status Quo AMGP:$0.64$0.88$1.09$1.33 $ Acc / (Dil):$0.48$0.47$0.43$0.36 Status Quo A Pro Forma AMGP:$1.88$2.24$2.53$2.82 $ Acc / (Dil):($0.27)($0.34)($0.43)($0.59) PF AMGP Coverage:1.315x1.236x1.237x1.186x Status Quo AMGP:$0.68$1.03$1.33$1.70 $ Acc / (Dil):$0.49$0.46$0.42$0.35 Status Quo A Pro Forma AMGP:$1.94$2.48$2.92$3.41 $ Acc / (Dil):($0.27)($0.37)($0.49)($0.68) SQ AM Coverage:1.301x1.158x1.103x1.045x PF AMGP Coverage: 1.315x1.236x1.237x1.186x (12.0%)(12.9%)(14.5%) (16.6%) 2019E2020E2021E2022E M:$2.21$2.85$3.41$4.09 Accretion / (Dilution) - % (12.5%)(13.1%) 2019E2020E2021E2022E M:$2.14$2.58$2.96$3.41

After-Tax Distribution Accretion / (Dilution) CONFIDENTIAL For Average AM Unit Holder at Transaction at 1.0x Coverage for AM & PF AMGP AM Accretion / (Dilution) - % At 1.6651x Exchange Ratio & AR Base Case AMGP Accretion / (Dilution) - % At AR Base Case 62.9% 53.2% 48.7% 38.2% (4.9%) 2019E 2020E 2021E 2022E Pro Forma AMGP: $1.55 $1.85 $2.18 $2.43 AM AMGP Accretion / (Dilution) - % At AR Downside Case At 1.6651x Exchange Ratio & AR Downside Case 75.5% 56.3% 53.0% (4.2%) 41.7% (5.1%) 2020E 2021E 2022E 2019E 2020E 2021E 2022E Pro Forma AMGP: $1.35 $1.72 $1.92 $2.10 10 Source: Management projections and FactSet as of 10/5/2018 Note: AMGP accretion / (dilution) based on SQ AM Management Coverage. After-tax distributions is distribution from entity less attributable qualified dividends and gains on capital taxes. Note: 1.6651x represents implied XR at 1.6350x equity XR; cash used to pay taxes, with any excess cash assumed to be used to purchase additional secondary shares. PF AMGP Coverage:1.000x1.000x1.000x1.000x SQ AM Coverage:1.000x1.000x1.000x1.000x PF AMGP Coverage: 1.000x1.000x1.000x1.000x Status Quo AMGP:$0.77$1.10$1.25$1.48 $ Acc / (Dil):$0.58$0.62$0.66$0.62 Status Quo A$2.98$3.27$3.68 Pro Forma AMGP:$2.25$2.86$3.20$3.50 $ Acc / (Dil):($0.13)($0.12)($0.07)($0.19) PF AMGP Coverage:1.000x1.000x1.000x1.000x Status Quo AMGP:$0.95$1.21$1.47$1.75 $ Acc / (Dil):$0.60$0.64$0.71$0.67 Status Quo A Pro Forma AMGP:$2.58$3.08$3.63$4.04 $ Acc / (Dil):($0.13)($0.11)($0.03)($0.15) SQ AM Coverage:1.000x1.000x1.000x1.000x PF AMGP Coverage: 1.000x1.000x1.000x1.000x (0.8%) (3.3%)(3.6%) 2019E2020E2021E2022E M:$2.71$3.18$3.66$4.19 Accretion / (Dilution) - % (2.2%) (5.3%) 2019E M:$2.38

Precedent Simplification Transactions 8/1/18 5/17/18 3/26/18 1/2/18 2/1/17 11/21/16 10/24/16 9/6/16 5/30/16 11/3/15 10/26/15 7/13/15 5/6/15 4/6/15 1/26/15 6/15/14 10/13/14 8/10/14 8/10/14 7/24/14 10/10/13 8/27/13 5/6/13 1/29/13 2/23/11 Energy Transfer Equity, L.P. Williams Companies Tall Grass Energy GP, LP Arc hroc k, Inc O NEO K, Inc Sunoc o Logistic s Partners, LP Americ an M idstream Partners LP Enbridge, Inc . SemGroup Corp. Targa Resourc es Corp. Western Refining, Inc . M PLX LP Crestwood Equity Partners, LP Tesoro Logistic s LP Energy Transfer Partners, LP Williams Partners LP Targa Resourc es Partners LP Kinder M organ Inc . Kinder M organ Inc . Breitburn Energy Partners Regenc y Energy Partners LP Plains All Americ an LP Inergy M idstream LP Kinder M organ Energy Partners LP Enterprise Produc ts Partners LP Energy Transfer Partners, LP Williams Partners, LP Tallgrass Energy Partners, LP Arc hroc k Partners, LP O NEO K Partners, LP Energy Transfer Partners, LP JP Energy Partners LP Spec tra Energy Rose Roc k M idstream Targa Resourc es Partners LP Northern Tier Energy M arkWest Energy Partners, LP Crestwood M idstream Partners QEP M idstream Partners LP Regenc y Energy Partners LP Ac c ess M idstream Partners LP Atlas Pipeline Partners LP Kinder M organ Energy Partners El Paso Pipeline Partners QR Energy LP PVR Partners LP PAA Natural Gas Storage LP Crestwood M idstream Partners LP Copano Energy LLC Dunc an Energy Partners LP $66,981 $57,793 $8,361 $2,438 $23,654 $54,455 $476 $46,980 $2,034 $12,229 $5,286 $22,360 $6,920 $1,145 $18,593 $35,891 $6,002 $52,566 $13,677 $2,856 $5,659 $2,531 $2,643 $4,858 $3,282 (8.7%) 8.8% 4.6% (11.8%) 2.8% (4.1%) 5.0% (0.8%) 12.9% (7.3%) 2.6% (13.6%) (2.0%) (16.0%) (14.8%) 11.8% (8.1%) (11.3%) (9.1%) 12.5% (0.5%) (5.9%) 5.5% (13.8%) 0.8% 3.6% 12.6% 8.8% 0.5% 7.1% 0.7% 5.0% 2.4% 10.2% (1.8%) 10.1% (10.9%) 3.1% (21.8%) (15.1%) 2.4% (14.2%) (6.7%) (4.8%) 16.3% (4.7%) 4.8% (0.7%) (23.3%) 1.3% 6.0% 14.4% 5.7% 5.7% 10.6% 2.1% --4.1% 7.4% 1.6% 0.0% (10.0%) 6.9% (16.2%) (8.1%) 2.7% (15.9%) (4.8%) 2.7% 34.0% (5.8%) 3.8% (5.6%) (20.3%) (1.5%) 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 35.4% 92.4% 100.0% 100.0% 98.8% 100.0% 96.7% 88.0% 88.0% 80.7% 99.0% 100.0% 96.2% 100.0% 100.0% ---- ---- ---- ---- ---- $17.50 $6.20 ---- $0.32 --$1.26 $10.77 $4.65 $4.29 $0.29 --$1.03 ---- Source: Company filings, Wall Street Research Note: Accretion Dilution represents Target DCF pro forma for Acquirer Exchange Ratio (grossed up for cash consideration where applicable). (1)Accretion / (dilution) at AR Base Case assuming grossed up by 1.8326x XR. (2)Cash consideration for Public AM unitholders. 11 M edian $6,461 (3.0%) 1.3% 2.4% 100.0% $2.77 M ean $17,897 (3.4%) (0.6%) 0.8% 95.2% $3.60 At Transaction(1)Antero Midstream GP LP Antero Midstream Partners LP $11,144 9.7% 12.7% 17.2% 94.6% $3.42(2) I Cash Consideration H % Equity Consideration G FY + 3 Ac c retion F FY + 2 Ac c retion E FY + 1 Ac c retion D Transac tion Value C Target B Ac quiror A Announc ement Date CONFIDENTIAL

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