Historical Exchange Ratio Analysis Since AMGP IPO (5/4/17) Based on Spot Prices Historical AM/AMGP Exchange Ratio ___________________________________ Source: Company filings, FactSet as of 1/2/2019. Adjusted to reflect proposed Series B conversion, with AMGP share price calculated as (AMGP equity value + [(AMGP equity value - $2bn) x 6%])/(AMGP fully diluted shares outstanding + 17.354mm) based on AMGP 20-Day VWAP on the day prior to transaction. Period XR Proposal % Premium / (Discount) Current 1-Month 6-Month 3-Month 1.619x 1.536x 1.513x 1.477x 20.0% 26.5% 28.5% 31.6% ($ in millions, unless otherwise noted) At 2/23/2018 2 At 10/8/2018 (1) 1.9175x 1.9298x 2.1025x 1.20x 1.40x 1.60x 1.80x 2.00x 2.20x 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 Nov-18 Dec-18 Current Value of Negotiated AMGP Transaction Spot XR Adj. XR Value of Negotiated AMGP Transaction Sample Adjusted XR Calculation Contractual Valuation Yield-Based Valuation At Transaction Contractual Valuation AMGP Shares Outstanding 186.2 186.2 186.2 AMGP Units Issued NA NA 363.0 AMGP Price $11.39 $11.39 $11.39 AMGP Market Value $2,120 $2,120 $6,255 2019E Series B CF NA $12 NA 2019E Yield NA 7.9% NA Series B Threshold $2,000 NA $2,000 Series B Redemption Right 6.0% NA 6.0% Implied Series B Valuation $7 $157 $255 AMGP Equity Value Including Series B $2,128 $2,277 $6,510 Series B Conversion Units 17.4 17.4 22.4 AMGP Units Outstanding Including Series B 203.5 203.5 571.6 Adj. AMGP Share Price $10.45 $11.19 $11.39 Current AM Share Price $21.98 $21.98 $21.98 Adjusted XR 2.1025x 1.9646x 1.9298x Period Market XR Adj. XR (1) % Premium / (Discount) to Market XR at Transaction % Premium / (Discount) to Adj. XR at Transaction Current 1.9298x 2.1025x (0.6%) (8.8%) At Transaction 1.9175x 1.9175x -- -- 2/23/2018 1.3804x 1.4703x 38.9% 30.4% Since AMGP IPO Average 1.6234x 1.7329x 18.1% 10.7%

Accretion / (Dilution) Pre – Unitholder Tax(1,2) AM & AMGP AR Base Case AM Distributable Cash Flow Accretion / (Dilution) - % At 1.9175x Exchange Ratio AMGP Distributable Cash Flow Accretion / (Dilution) - % At 1.0x AM Coverage ___________________________________ Source: Management projections and FactSet as of 1/2/2019. Pre – Unitholder Tax; 1.9175x 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. Post - Unitholder Tax; 1.8897x 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. Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): 4 Status Quo AM: PF AMGP at 1.8897x: $ Acc / (Dil): PF AMGP at 1.9175x: (2) (1) AM Distribution Accretion / (Dilution) - % At 1.9175x Exchange Ratio AMGP Distribution Accretion / (Dilution) - % $ Acc / (Dil): PRELIMINARY & CONFIDENTIAL Status Quo AM: Pro Forma AMGP at 1.9175x: $ Acc / (Dil): Pro Forma AMGP at 1.8897x: $ Acc / (Dil): (1) (2) PF AMGP Coverage: Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: SQ AM Coverage: 33.8% 24.8% 20.7% 15.2% 2019E $1.04 $1.40 $0.35 2020E $1.41 $1.76 $0.35 2021E $1.81 $2.19 $0.38 2022E $2.06 $2.37 $0.31 39.8% 19.6% 10.1% 15.9% 2019E $0.89 $1.24 $0.35 1.125x 2020E $1.34 $1.60 $0.26 1.102x 2021E $1.74 $1.92 $0.18 1.144x 2022E $1.98 $2.30 $0.32 1.033x 8.3% 12.3% 16.9% 15.1% 9.8% 13.9% 18.6% 16.8% 2019E $2.44 $2.64 $2.68 $0.20 $0.24 2020E $2.97 $3.33 $3.38 $0.36 $0.41 2021E $3.54 $4.14 $4.20 $0.60 $0.66 2022E $3.89 $4.48 $4.55 $0.59 $0.66 10.1% 14.4% 19.1% 17.5% 8.5% 12.7% 17.4% 15.8% 2H 2018E $1.03 $0.99 $1.00 ($0.04) ($0.03) 2019E $2.43 $2.64 $2.68 $0.21 $0.24 2020E $2.96 $3.33 $3.38 $0.38 $0.42 2021E $3.53 $4.14 $4.20 $0.61 $0.67 1.9175x XR 1.8897x XR 7.6% 7.6% 7.4% 17.0% 6.0% 6.1% 5.8% 15.3% 2019E $2.21 $2.34 $2.38 $0.13 $0.17 1.130x 1.125x 2020E $2.85 $3.02 $3.07 $0.17 $0.22 1.050x 1.102x 2021E $3.42 $3.62 $3.67 $0.20 $0.25 1.041x 1.144x 2022E $3.76 $4.34 $4.40 $0.58 $0.64 1.040x 1.033x All-In XR 1.9175x Gross Cash Consideration $3.415 Taxes Payable ($0.51) Net Cash Consideration $2.90 XR Equity Component 1.6350x Secondary Shares Purchased 0.2547x Net After-Tax XR 1.8897x

AM Distributable Cash Flow Accretion / (Dilution) - % At 1.9175x Exchange Ratio Accretion / (Dilution) Pre – Unitholder Tax(1,2) AM & AMGP AR Downside Volumes Case AMGP Distributable Cash Flow Accretion / (Dilution) - % At 1.0x AM Coverage ___________________________________ Source: Management projections and FactSet as of 1/2/2019. Pre – Unitholder Tax; 1.9175x 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. Post - Unitholder Tax; 1.8897x 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. Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): 5 Status Quo AM: PF AMGP at 1.8897x: $ Acc / (Dil): PF AMGP at 1.9175x: AM Distribution Accretion / (Dilution) - % At 1.9175x Exchange Ratio AMGP Distribution Accretion / (Dilution) - % $ Acc / (Dil): PRELIMINARY & CONFIDENTIAL Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: PF AMGP Coverage: (2) (1) $ Acc / (Dil): Status Quo AM: Pro Forma AMGP at 1.9175x: Pro Forma AMGP at 1.8897x: $ Acc / (Dil): (1) (2) SQ AM Coverage: 39.8% 39.9% 34.6% 31.9% 2019E $0.89 $1.24 $0.35 1.125x 2020E $1.14 $1.60 $0.46 1.006x 2021E $1.42 $1.92 $0.49 1.089x 2022E $1.74 $2.30 $0.56 0.975x 8.3% 10.0% 15.3% 14.8% 9.8% 11.6% 17.0% 16.5% 2019E $2.44 $2.64 $2.68 $0.20 $0.24 2020E $2.77 $3.04 $3.09 $0.28 $0.32 2021E $3.42 $3.94 $4.00 $0.52 $0.58 2022E $3.68 $4.23 $4.29 $0.55 $0.61 33.8% 26.8% 21.1% 17.9% 2019E $1.04 $1.40 $0.35 2020E $1.27 $1.61 $0.34 2021E $1.72 $2.09 $0.36 2022E $1.90 $2.24 $0.34 7.6% 19.1% 23.6% 28.7% 6.0% 17.4% 21.8% 26.8% 2019E $2.21 $2.34 $2.38 $0.13 $0.17 1.130x 1.125x 2020E $2.58 $3.02 $3.07 $0.45 $0.49 1.091x 1.006x 2021E $2.97 $3.62 $3.67 $0.65 $0.70 1.180x 1.089x 2022E $3.42 $4.34 $4.40 $0.92 $0.98 1.090x 0.975x All-In XR 1.9175x Gross Cash Consideration $3.415 Taxes Payable ($0.51) Net Cash Consideration $2.90 XR Equity Component 1.6350x Secondary Shares Purchased 0.2547x Net After-Tax XR 1.8897x 10.1% 14.4% 19.1% 17.5% 8.5% 12.7% 17.4% 15.8% 2H 2018E $1.03 $0.99 $1.00 ($0.04) ($0.03) 2019E $2.43 $2.64 $2.68 $0.21 $0.24 2020E $2.96 $3.33 $3.38 $0.38 $0.42 2021E $3.53 $4.14 $4.20 $0.61 $0.67 1.9175x XR 1.8897x XR

Accretion / (Dilution) Pre – Unitholder Tax(1,2) AM & AMGP AR Upside Case AM Distributable Cash Flow Accretion / (Dilution) - % At 1.9175x Exchange Ratio AMGP Distributable Cash Flow Accretion / (Dilution) - % At 1.0x AM Coverage ___________________________________ Source: Management projections and FactSet as of 1/2/2019. Pre – Unitholder Tax; 1.9175x 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. Post - Unitholder Tax; 1.8897x 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. Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): 6 Status Quo AM: PF AMGP at 1.8897x: $ Acc / (Dil): PF AMGP at 1.9175x: (2) (1) AM Distribution Accretion / (Dilution) - % At 1.9175x Exchange Ratio AMGP Distribution Accretion / (Dilution) - % $ Acc / (Dil): PRELIMINARY & CONFIDENTIAL Status Quo AM: Pro Forma AMGP at 1.9175x: $ Acc / (Dil): Pro Forma AMGP at 1.8897x: $ Acc / (Dil): (1) (2) PF AMGP Coverage: Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: SQ AM Coverage: All-In XR 1.9175x Gross Cash Consideration $3.415 Taxes Payable ($0.51) Net Cash Consideration $2.90 XR Equity Component 1.6350x Secondary Shares Purchased 0.2547x Net After-Tax XR 1.8897x 34.0% 25.3% 19.6% 16.2% 2019E $1.03 $1.39 $0.35 2020E $1.37 $1.72 $0.35 2021E $1.95 $2.33 $0.38 2022E $2.24 $2.61 $0.36 7.6% 7.6% 7.4% 7.3% 6.0% 6.1% 5.8% 5.8% 2019E $2.21 $2.34 $2.38 $0.13 $0.17 1.123x 1.118x 2020E $2.85 $3.02 $3.07 $0.17 $0.22 1.022x 1.072x 2021E $3.42 $3.62 $3.67 $0.20 $0.25 1.108x 1.219x 2022E $4.10 $4.34 $4.40 $0.24 $0.30 1.016x 1.136x 39.8% 19.6% 10.1% 3.4% 2019E $0.89 $1.24 $0.35 1.118x 2020E $1.34 $1.60 $0.26 1.072x 2021E $1.74 $1.92 $0.18 1.219x 2022E $2.22 $2.30 $0.08 1.136x 8.1% 11.7% 18.0% 18.5% 9.7% 13.3% 19.8% 20.2% 2019E $2.42 $2.62 $2.66 $0.20 $0.23 2020E $2.90 $3.24 $3.29 $0.34 $0.39 2021E $3.74 $4.41 $4.48 $0.67 $0.74 2022E $4.16 $4.93 $5.00 $0.77 $0.84 10.1% 14.4% 19.1% 17.5% 8.5% 12.7% 17.4% 15.8% 2H 2018E $1.03 $0.99 $1.00 ($0.04) ($0.03) 2019E $2.43 $2.64 $2.68 $0.21 $0.24 2020E $2.96 $3.33 $3.38 $0.38 $0.42 2021E $3.53 $4.14 $4.20 $0.61 $0.67 1.9175x XR 1.8897x XR

Transaction Tax Implications At Transaction Average tax basis of $20.49 per unit for public AM unitholders as of YE 2018 The average public AM unit holder would need to receive cash consideration of $0.51 per unit to avoid having to sell shares post-transaction to pay transaction related taxes Average Tax Basis Calculation(1) Cash Consideration Required to Avoid Share Selling ___________________________________ Source: Company Management, FactSet as of 1/2/2019 and Wall Street research. Note: Dividend of $0.415 / share added to ordinary gain. 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. Taxes Payable on Oridinary gain not offset by Capital losses. 7 Unitholder Active Units EOY 2018 Basis Antero Resources 90,841,730 $1.06 Antero Resources - WaterARC 8,028,605 26.90 Public Unitholders 94,757,401 20.49 Total Active Units 193,627,736 Average EOY 2018 Basis for Public Unitholders $20.49 Average EOY 2018 Basis for IPO Investors $17.98 Average Unitholder For IPO Investor - Average Basis (1) IPO Investor - IPO Basis (1) AMGP Share Price $11.39 AMGP Share Price $11.39 AMGP Share Price $11.39 Exchange Ratio 1.6350x Exchange Ratio 1.6350x Exchange Ratio 1.6350x Cash Consideration (5) $3.415 Cash Consideration (5) $3.415 Cash Consideration (5) $3.415 Offer Price $22.04 Offer Price $22.04 Offer Price $22.04 Average EOY 2018 Tax Basis $20.49 Average EOY 2018 Tax Basis $17.98 Average EOY 2018 Tax Basis $17.98 Detail of Gains (per Unit) Detail of Gains (per Unit) Detail of Gains (per Unit) Average Ordinary Gain $3.37 Average Ordinary Gain $4.83 Average Ordinary Gain $6.56 Average Capital Gain (1.82) Average Capital Gain (0.78) Average Capital Gain (5.03) Total Gain $1.55 Total Gain $4.05 Total Gain $1.53 Average Assumed Passive Activity Loss (2) ($2.12) Average Assumed Passive Activity Loss (2) ($2.42) Assumed Passive Activity Loss (3) ($2.00) Tax on Gain (per Unit) Tax on Gain (per Unit) Tax on Gain (per Unit) Federal Ordinary Income Tax Rate 37.0% Federal Ordinary Income Tax Rate 37.0% Federal Ordinary Income Tax Rate 37.0% Individual MLP Investor Deduction Rate 20.0% Individual MLP Investor Deduction Rate 20.0% Individual MLP Investor Deduction Rate 20.0% Adjusted Ordinary Tax Rate 29.6% Adjusted Ordinary Tax Rate 29.6% Adjusted Ordinary Tax Rate 29.6% ACA Tax 3.8% ACA Tax 3.8% ACA Tax 3.8% Federal Tax Rate 33.4% Federal Tax Rate 33.4% Federal Tax Rate 33.4% Federal Capital Gains Tax Rate 23.8% Federal Capital Gains Tax Rate 23.8% Federal Capital Gains Tax Rate 23.8% Effective State Tax Rate (3) 5.2% Effective State Tax Rate (3) 5.2% Effective State Tax Rate (3) 5.2% 0 0 PAL Rate 37.0% PAL Rate 37.0% PAL Rate 37.0% PAL Gain Deduction ($0.79) PAL Gain Deduction ($0.90) PAL Gain Deduction ($0.74) 0 Tax on Ordinary Gain $0.34 Tax on Ordinary Gain $0.72 Tax on Ordinary Gain $1.45 Effective Ordinary Gain Tax Rate 10.1% Effective Ordinary Gain Tax Rate 14.8% Effective Ordinary Gain Tax Rate 22.1% Tax on Capital Gain ($0.43) Tax on Capital Gain ($0.18) Tax on Capital Gain ($1.20) Effective Capital Gain Tax Rate 23.8% Effective Capital Gain Tax Rate 23.8% Effective Capital Gain Tax Rate 23.8% State Tax Ordinary Income (4) $0.17 State Tax Ordinary Income (4) $0.25 State Tax Ordinary Income (4) $0.34 Effective Ordinary Gain Tax Rate 5.2% Effective Ordinary Gain Tax Rate 5.2% Effective Ordinary Gain Tax Rate 5.2% State Tax Capital Gain (4) ($0.09) State Tax Capital Gain (4) ($0.04) State Tax Capital Gain (4) ($0.26) Effective Capital Gains Tax Rate 5.2% Effective Capital Gains Tax Rate 5.2% Effective Capital Gains Tax Rate 5.2% Total Tax on Gain (5) $0.51 Total Tax on Gain (5) $0.97 Total Tax on Gain (5) $1.79 Total Effective Tax Rate 15.3% Total Effective Tax Rate 20.0% Total Effective Tax Rate 27.3% 2018E YE Basis 2017 YE Basis $23.27 (+) 2018E Avg. Net Income (1.07) (-) 2018E Distributions 1.72 2018E YE Basis $20.49

After-Tax Distribution For Average Unitholder Calculation Detail for Transaction ___________________________________ Source: Management projections and FactSet as of 1/2/2019. Note: 1.8897x 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. 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. 8 SQ AM After-Tax Distribution Calculation 2019E 2020E 2021E 2022E EBITDA $892 $1,143 $1,338 $1,465 - Interest Expense ($92) ($126) ($150) ($157) - IDR Distributions ($235) ($355) ($462) ($525) - Distributions from Unconsolidated Affiliates ($90) ($141) ($168) ($186) + Equity in Earnings of Unconsolidated Affiliates $72 $104 $119 $136 - Equity Based Compensation ($28) ($11) ($11) ($12) Taxable Income Before Tax Depreciation 519 615 666 720 Oversubcription 103% 103% 103% 103% Taxable Income Before Tax Depreciation 534 633 686 741 Tax Depreciation (588) (642) (648) (644) Net Income (54) (9) 38 98 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) ($2.99) ($3.51) ($3.80) ($3.71) Average EoY Basis per Unit $17.50 $13.99 $10.19 $6.48 Income Tax 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% Income Taxes / Unit $0.00 $0.00 $0.01 $0.01 Before Tax AM Distibution Per LP Unit $2.21 $2.85 $3.42 $3.76 Tax / Unit ($0.00) ($0.00) ($0.01) ($0.01) After Tax AM Distibution Per LP Unit $2.21 $2.85 $3.41 $3.75 PF AMGP After-Tax Calculation 2019E 2020E 2021E 2022E EBITDA $892 $1,143 $1,338 $1,465 - Distributions from Unconsolidated Affiliates ($90) ($141) ($168) ($186) + Equity in Earnings of Unconsolidated Affiliates $72 $104 $119 $136 - Equity Based Compensation ($28) ($11) ($11) ($12) - Interest Expense (124) (162) (184) (177) - Depreciation of Goodwill and Current Assets (643) (635) (548) (503) - Additional Depreciation from Step Up in Basis (69) (211) (242) (170) - Capex Expense for Tangible Assets (198) (154) (312) (141) - Interest Expense Add-back 0 0 0 12 Taxable Income Before NOLs ($187) ($66) ($8) $425 - NOLs applied from previous years $0 $0 $0 ($261) Taxable Income ($187) ($66) ($8) $163 AMGP Taxable Income ($187) ($66) ($8) $163 + NOL Utilization - - - 261 - Payment of Income Taxes - - - 41 +/- Change in depreciation (MACRS vs ADS SL) 193 217 102 (38) + Tangible Asset Capex 198 154 312 141 Current Earnings & Profits $204 $305 $406 $474 Current Dist. from AMGP to Shareholders 623 813 973 1,166 Qualified Dividend? Cum E&P Cum E&P Cum E&P Cum E&P Return of Capital (1) - - - - Qualified Dividend (2) 204 305 406 474 Partial Return of Capital (3) 419 508 567 692 Accumulated Earnings and Profits % RoC (Annual Average) 17% 16% 15% 15% % Qualified Dividend (Annual Average) 8% 9% 10% 10% Percentage RoC 67% 62% 58% 59% Percentage QD 33% 38% 42% 41% Shares Outstanding 502.4 508.2 508.2 508.2 Tax Basis/Share $11.39 $10.56 $9.56 $8.44 - Return of Capital ($0.83) ($1.00) ($1.12) ($1.36) EoY Basis $10.56 $9.56 $8.44 $7.08 Return of Capital Taxes $0.00 $0.00 $0.00 $0.00 Qualified Dividend Taxes $0.10 $0.14 $0.19 $0.22 Before Tax PF AMGP Dividend Per Share $1.24 $1.60 $1.92 $2.30 Total Tax per Share $0.10 $0.14 $0.19 $0.22 Implied Tax Rate 8% 9% 10% 10% After-Tax PF AMGP Dividend Per Share $1.14 $1.46 $1.72 $2.07 Exchange ratio 1.8897x 1.8897x 1.8897x 1.8897x PF After Tax AM Dividend XR Adjusted Share $2.16 $2.75 $3.26 $3.92 After-tax Distribution Dilution to AM Unitholder ($/Unit) ($0.05) ($0.09) ($0.15) $0.17 After-tax Distribution Dilution to AM Unitholder (%) (2.2%) (3.3%) (4.5%) 4.5%

After-Tax Distribution Accretion / (Dilution) AM & AMGP For Average AM Unit Holder at Transaction 9 AM Accretion / (Dilution) - % At 1.8897x Exchange Ratio & AR Upside Case AMGP Accretion / (Dilution) - % At AR Upside Case ___________________________________ Source: Management projections and FactSet as of 1/2/2019 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: 1.8897x 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. Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): Status Quo AM: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: SQ AM Coverage: PF AMGP Coverage: AM Accretion / (Dilution) - % At 1.8897x Exchange Ratio & AR Base Case AMGP Accretion / (Dilution) - % At AR Base Case Status Quo AM: Pro Forma AMGP: $ Acc / (Dil): SQ AM Coverage: PF AMGP Coverage: Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: AM Accretion / (Dilution) - % At 1.8897x Exchange Ratio & AR Downside Case AMGP Accretion / (Dilution) - % At AR Downside Case Status Quo AM: Pro Forma AMGP: $ Acc / (Dil): Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: SQ AM Coverage: PF AMGP Coverage: (2.1%) (2.6%) (6.6%) (7.3%) 2019E $2.21 $2.16 ($0.05) 1.123x 1.118x 2020E $2.85 $2.77 ($0.08) 1.022x 1.072x 2021E $3.41 $3.19 ($0.22) 1.108x 1.219x 2022E $4.09 $3.79 ($0.30) 1.016x 1.136x 69.2% 42.9% 30.1% 37.4% 2019E $0.68 $1.14 $0.47 1.125x 2020E $1.02 $1.46 $0.44 1.102x 2021E $1.33 $1.72 $0.40 1.144x 2022E $1.51 $2.07 $0.56 1.033x 69.4% 43.9% 27.3% 18.6% 2019E $0.68 $1.14 $0.47 1.118x 2020E $1.02 $1.47 $0.45 1.072x 2021E $1.33 $1.69 $0.36 1.219x 2022E $1.69 $2.01 $0.32 1.136x (2.2%) (3.3%) (4.5%) 4.5% 2019E $2.21 $2.16 ($0.05) 1.130x 1.125x 2020E $2.85 $2.75 ($0.09) 1.050x 1.102x 2021E $3.41 $3.26 ($0.15) 1.041x 1.144x 2022E $3.75 $3.92 $0.17 1.040x 1.033x 69.3% 71.7% 60.4% 56.3% 2019E $0.68 $1.14 $0.47 1.125x 2020E $0.87 $1.50 $0.63 1.006x 2021E $1.08 $1.74 $0.65 1.089x 2022E $1.33 $2.07 $0.75 0.975x (2.2%) 9.9% 10.8% 14.9% 2019E $2.21 $2.16 ($0.05) 1.130x 1.125x 2020E $2.57 $2.83 $0.26 1.091x 1.006x 2021E $2.96 $3.29 $0.32 1.180x 1.089x 2022E $3.41 $3.92 $0.51 1.090x 0.975x

After-Tax Distribution Accretion / (Dilution) For Average AM Unit Holder at Transaction at 1.0x Coverage for AM & PF AMGP AM Accretion / (Dilution) - % At 1.8897x Exchange Ratio & AR Upside Case AMGP Accretion / (Dilution) - % At AR Upside Case AM Accretion / (Dilution) - % At 1.8897x Exchange Ratio & AR Downside Case AMGP Accretion / (Dilution) - % At AR Downside Case ___________________________________ Source: Management projections and FactSet as of 1/2/2019 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: 1.8897x 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. 10 Status Quo AM: Pro Forma AMGP: $ Acc / (Dil): Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: SQ AM Coverage: PF AMGP Coverage: Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): Status Quo AM: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: SQ AM Coverage: PF AMGP Coverage: AM Accretion / (Dilution) - % At 1.8897x Exchange Ratio & AR Base Case AMGP Accretion / (Dilution) - % At AR Base Case Status Quo AM: Pro Forma AMGP: $ Acc / (Dil): SQ AM Coverage: PF AMGP Coverage: Status Quo AMGP: Pro Forma AMGP: $ Acc / (Dil): PF AMGP Coverage: 63.5% 51.2% 40.7% 33.7% 2019E $0.79 $1.29 $0.50 1.000x 2020E $1.04 $1.58 $0.53 1.000x 2021E $1.49 $2.09 $0.61 1.000x 2022E $1.71 $2.29 $0.58 1.000x 0.7% 3.0% 6.5% 4.8% 2019E $2.42 $2.43 $0.02 1.000x 1.000x 2020E $2.89 $2.98 $0.09 1.000x 1.000x 2021E $3.71 $3.96 $0.24 1.000x 1.000x 2022E $4.12 $4.32 $0.20 1.000x 1.000x 0.8% 3.2% 6.7% 4.0% 2019E $2.43 $2.45 $0.02 1.000x 1.000x 2020E $2.96 $3.05 $0.09 1.000x 1.000x 2021E $3.52 $3.75 $0.23 1.000x 1.000x 2022E $3.86 $4.02 $0.16 1.000x 1.000x 0.8% 3.2% 6.1% 4.2% 2019E $2.43 $2.45 $0.02 1.000x 1.000x 2020E $2.75 $2.84 $0.09 1.000x 1.000x 2021E $3.39 $3.59 $0.21 1.000x 1.000x 2022E $3.63 $3.79 $0.15 1.000x 1.000x 63.2% 55.3% 45.0% 38.4% 2019E $0.79 $1.30 $0.50 1.000x 2020E $0.97 $1.50 $0.53 1.000x 2021E $1.31 $1.90 $0.59 1.000x 2022E $1.45 $2.00 $0.56 1.000x 63.1% 49.8% 43.7% 35.5% 2019E $0.79 $1.30 $0.50 1.000x 2020E $1.08 $1.61 $0.54 1.000x 2021E $1.38 $1.99 $0.60 1.000x 2022E $1.57 $2.13 $0.56 1.000x

Precedent Simplification Transactions _____________________________________ 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). Accretion / (dilution) at AR Base Case assuming grossed up by 1.9175x XR. Cash consideration for Public AM unitholders. At Transaction(1) 11 (2) Antero Midstream GP LP Antero Midstream Partners LP $8,125 9.6% 13.1% 19.4% 92.6% $3.42 A B C D E F G H I Announcement Acquiror Target Transaction FY + 1 FY + 2 FY + 3 % Equity Cash Date Value Accretion Accretion Accretion Consideration Consideration 11/8/18 Western Gas Equity Partners LP Western Gas Partners, LP $12,781 (2.6%) 5.6% 6.8% 100.0% -- 10/22/18 EnLink Midstream LLC EnLink Midstream Partners, L.P. $12,236 (3.6%) 3.4% 8.7% 100.0% -- 9/18/18 Enbridge Inc. Enbridge Energy Partners $15,562 3.9% 2.8% 10.6% 100.0% -- 8/24/18 Enbridge Inc. Spectra Energy Partners, LP $27,810 36.9% 37.9% 50.1% 100.0% -- 8/1/18 Energy Transfer Equity, L.P. Energy Transfer Partners, LP $66,981 (8.7%) 3.6% 6.0% 100.0% -- 5/17/18 Williams Companies Williams Partners, LP $57,793 8.8% 12.6% 14.4% 100.0% -- 3/26/18 Tall Grass Energy GP, LP Tallgrass Energy Partners, LP $8,361 4.6% 8.8% 5.7% 100.0% -- 1/2/18 Archrock, Inc Archrock Partners, LP $2,438 (11.8%) 0.5% 5.7% 100.0% -- 2/1/17 ONEOK, Inc ONEOK Partners, LP $23,654 2.8% 7.1% 10.6% 100.0% -- 11/21/16 Sunoco Logistics Partners, LP Energy Transfer Partners, LP $54,455 (4.1%) 0.7% 2.1% 100.0% -- 10/24/16 American Midstream Partners LP JP Energy Partners LP $476 5.0% 5.0% -- 100.0% -- 9/6/16 Enbridge, Inc. Spectra Energy $46,980 (0.8%) 2.4% 4.1% 100.0% -- 5/30/16 SemGroup Corp. Rose Rock Midstream $2,034 12.9% 10.2% 7.4% 100.0% -- 11/3/15 Targa Resources Corp. Targa Resources Partners LP $12,229 (7.3%) (1.8%) 1.6% 100.0% -- 10/26/15 Western Refining, Inc. Northern Tier Energy $5,286 2.6% 10.1% 0.0% 35.4% $17.50 7/13/15 MPLX LP MarkWest Energy Partners, LP $22,360 (13.6%) (10.9%) (10.0%) 92.4% $6.20 5/6/15 Crestwood Equity Partners, LP Crestwood Midstream Partners $6,920 (2.0%) 3.1% 6.9% 100.0% -- 4/6/15 Tesoro Logistics LP QEP Midstream Partners LP $1,145 (16.0%) (21.8%) (16.2%) 100.0% -- 1/26/15 Energy Transfer Partners, LP Regency Energy Partners LP $18,593 (14.8%) (15.1%) (8.1%) 98.8% $0.32 10/26/14 Williams Partners LP Access Midstream Partners LP $34,256 11.8% 2.4% 2.7% 100.0% -- 10/13/14 Targa Resources Partners LP Atlas Pipeline Partners LP $6,002 (8.1%) (14.2%) (15.9%) 96.7% $1.26 8/10/14 Kinder Morgan Inc. Kinder Morgan Energy Partners $52,566 (11.3%) (6.7%) (4.8%) 88.0% $10.77 8/10/14 Kinder Morgan Inc. El Paso Pipeline Partners $13,677 (9.1%) (4.8%) 2.7% 88.0% $4.65 7/24/14 Breitburn Energy Partners QR Energy LP $2,856 12.5% 16.3% 34.0% 80.7% $4.29 10/10/13 Regency Energy Partners LP PVR Partners LP $5,659 (0.5%) (4.7%) (5.8%) 99.0% $0.29 8/27/13 Plains All American LP PAA Natural Gas Storage LP $2,531 (5.9%) 4.8% 3.8% 100.0% -- 5/6/13 Inergy Midstream LP Crestwood Midstream Partners LP $2,643 5.5% (0.7%) (5.6%) 96.2% $1.03 1/29/13 Kinder Morgan Energy Partners LP Copano Energy LLC $4,858 (13.8%) (23.3%) (20.3%) 100.0% -- 2/23/11 Enterprise Products Partners LP Duncan Energy Partners LP $3,282 0.8% 1.3% (1.5%) 100.0% -- Median $10,295 (2.3%) 2.4% 3.3% 100.0% $2.77 Mean $17,736 (1.8%) 1.2% 3.4% 95.8% $3.60

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