JANUARY 2015 INVESTOR PRESENTATION · INVESTOR PRESENTATION JANUARY 2015. Forward-Looking Statements 2 Statements made by representatives of Legacy Reserves LP (the “Partnership”)

INVESTOR PRESENTATIONJANUARY 2015

Forward-Looking Statements

2

Statements made by representatives of Legacy Reserves LP (the “Partnership”) during thecourse of this presentation that are not historical facts are forward-looking statements. Thesestatements are based on certain assumptions made by the Partnership based onmanagement’s experience and perception of historical trends, current conditions, anticipatedfuture developments and other factors believed to be appropriate. Such statements are subjectto a number of assumptions, risks and uncertainties, many of which are beyond the control ofthe Partnership, which may cause actual results to differ materially from those implied orexpressed by the forward-looking statements. These include risks relating to financialperformance and results, availability of sufficient cash flow to pay distributions or makepayments on our notes and execute our business plan, prices and demand for oil and naturalgas, our ability to replace reserves and efficiently exploit our current reserves, our ability tomake acquisitions on economically acceptable terms, and other important factors that couldcause actual results to differ materially from those anticipated or implied in the forward-looking statements. Please see the factors described in the Partnership’s Annual Report onForm 10-K for the year ended December 31, 2013 in Item 1A under “Risk Factors” andsubsequent filings with the Securities and Exchange Commission. The Partnership undertakesno obligation to publicly update any forward-looking statements, whether as a result of newinformation or future events.Any reserve information pertaining to assets acquired after December 31, 2013 and presentedherein is based on our internal evaluation and interpretation and has not been independentlyverified or estimated.

Legacy Reserves LP Overview

3

Midland, Texas-based Master Limited Partnership (NASDAQ: LGCY)

Focused on owning and operating long-lived oil and natural gas properties with stable, low-decline production

Today’s presentation will focus on:Current 22% yield offers attractive, tax-advantaged distribution

Experienced and aligned management team has delivered value through all commodity cycles

Great balance sheet positions us for future success

Note: Represents the Partnership’s reserves after giving effect to the WPX Acquisition.Darker shaded area represents increased reserve concentration

4,970 7,582 8,225 9,61113,071 14,811

19,668

32,109

0

6,000

12,000

18,000

24,000

30,000

36,000

2007 2008 2009 2010 2011 2012 2013 Q3'14

$70 $104 $120 $141$201 $198

$273$311

$0

$75

$150

$225

$300

$375

2007 2008 2009 2010 2011 2012 2013 Q3'14A

Proven History of Unlevered Growth…

4

Average Daily Production (Boe / d)

Adjusted EBITDA ($ MM)

$0.200

$0.300

$0.400

$0.500

$0.600

$0.700

$0

$20

$40

$60

$80

$100

$120

$140

$160

(Qua

rter

ly D

istr

ibut

ion

/ Uni

t)($ / B

bl)

Legacy has increased its quarterly distribution by 4.3% year-over-year and 48.8% since its IPO

…Consistent Distributions Through Volatile Oil

5

1Q 2Q 3Q 4Q

Cumulative distributions since inception = $16.485/unit

$0.52

2007

$0.57$0.565$0.56$0.555$0.55$0.545$0.54

$0.53$0.525

$0.49

$0.45

$0.43$0.42$0.41

$0.575$0.58 $0.585 $0.59 $0.595

$0.61

Quarterly Distribution per Unit

WTI Spot Price ($ / Bbl)

$0.61

1Q 2Q 3Q 4Q

2008

1Q 2Q 3Q 4Q

2009

1Q 2Q 3Q 4Q

2010

1Q 2Q 3Q 4Q

2011

1Q 2Q 3Q 4Q

2012

1Q 2Q 3Q 4Q

2013

1Q 2Q 3Q

2014

6

Rapid Industry Development in the Permian

Source: Drilling Info

58% of current basin-wide oil production is less than 3 years old and exhibits steep declines; a reduction in basin-wide rig count could result in dramatically lower production

7

Emerging Permian Potential

System Series

Lamar Tansill TansillYates Yates7 Rivers 7 RiversQueen QueenGrayburg GrayburgSan Andres San AndresGlorieta Glorieta

U. ClearforkTubb

1st BS Sand L. ClearforkU. Spraberry

2nd BS Sand L. Spraberry

3rd BS Sand

CiscoCanyonStrawnAtoka

MorrowChester

U. NiagaranL. NiagaranAlexandrian

KinderhookWoodford

KinderhookWoodford

Upper Silurian Upper SilurianDevonian Devonian Devonian Devonian

L. Mississippian Lime

Silu

rian

U. Miss. Lime

Fusselman Fusselman Fusselman Fusselman

Upper Silurian Upper Silurian

Barnett Shale

Mississippian Lime

Mississippian Lime

Mississippian Lime

Devonian

Pen

nsyl

vani

anM

issi

ssip

pian

Meramecosage

Kinderhook

Barnett Shale Barnett Shale

KinderhookWoodford

KinderhookWoodford

StrawnAtoka

Morrow

StrawnAtoka

Dev

onia

n

CiscoCanyonStrawnAtoka

CiscoCanyon

Dean

CiscoCanyonStrawnAtoka

Morrow

CiscoCanyon

WolfcampWolfcamp

HuecoBolsum

Yeso

PaddockBlineberry

TubbDrinkard

Upper Leonard

Bon

e Sp

ring

AboWichita Albany

Leonard

Wolfcamp

Per

mia

n

Wolfcamp Wolfcamp

GlorietaSan Andres

Whi

te H

orse

Wor

d

Whi

te H

orse

Wor

d

Del

awar

e M

ount

ain

Bell Canyon

Cherry Canyon

Brushy Canyon

GrayburgQueen

Ochoa

Whi

te H

orse

Wor

d

Goa

t See

p C

apita

n

Guadalupe7 Rivers

YatesTansill

SaladoCastileSaladoRustler

Dewey Lake

Salado SaladoRustler

Dewey Lake

Delaware Basin Central Basin Platform

Northwest Shelf Midland Basin

Dewey LakeRustler

Dewey LakeRustler

Current Legacy Producing Zones

Current Industry Hz Drilling Activity

Legacy produces from nearly every productive formation across the Permian Basin.

Current industry horizontal development (green shading) only represents a fraction of the entire strata.

2014 Asset Transition

8

(1) Independent reserve estimate as of 12/31/13 per the 10-K.(2) Includes WPX Acquisition based on internal proved reserve estimates as of 12/31/13 based on SEC benchmark

pricing.(3) Includes Caprock and Sheridan County, MT acquisitions (together the “Bolt-On Acquisitions”) based on internal

estimates per press release dated 3/26/14.

Permian Basin Rocky Mountain Mid‐Continent

Standalone(1)

(88% PD)Acquisitions(2)(3)

(99% PD)Pro Forma (92% PD)

87.6 MMBoe 55.0 MMBoe 142.6 MMBoe

Oil Gas NGL

78%

11%11%

11%

89%

52%

41%

7%

65%

30%

5% 17%

70%

13%

47%

46%

8%

Note: Represents the Partnership’s reserves after giving effect to the WPX Acquisition.Darker shaded area represents increased reserve concentration

Capital Structure

9

(1) Outstanding revolver balance as of October 30, 2014 per 10-Q disclosure.(2) Pro forma proved reserves and production inclusive of WPX Acquisition and Bolt-on Acquisitions. For further disclosure please see footnotes on page 8.

($ in millions)

September 30, 2014

Cash and cash equivalents $3.0

Long-term debt:Revolving credit facility due 2019 (1) $65.0

8% Senior Notes due 2020 300.0

6.625% Senior Notes due 2021 550.0

Total Debt $915.0

Market Capitalization $774.0

Preferred Equity 237.5

Total Enterprise Value (TEV) $1,923.5

Borrowing Base $950.0

Liquidity $887.9

Pro Forma Proved Reserves (MMBoe) (2) 142.6

Pro Forma Proved Developed Reserves (MMBoe) 131.5Daily Production (Boe/d) 32,109

Annual Distribution ($/unit) $2.44Closing Unit Price (1/8/2015) $11.19Distribution Yield 21.8%

Relative Strength of Our Balance Sheet

10

(1) Debt outstanding based on latest public filings; EBITDA based on annualized Q1 2015 Bloomberg consensus estimates(2) Peer Avg. consists of ARP, BBEP, EVEP, LINE, LRE, MCEP, MEMP and VNR(3) Wtd. Peer Avg. weights the average of the peers based on debt outstanding(4) Alerian Avg. consists of the constituents within the Alerian MLP index.

0.00x

1.00x

2.00x

3.00x

4.00x

5.00x

6.00x

LGCY Peer Avg. Wtd. Peer Avg. Alerian Avg.

Deb

t / E

BIT

DA

(1)

Costless Hedging Strategy

11

Clear objective to reduce cash flow volatility to protect our borrowing base and future distribution levels

Target approximately 85% of estimated PDP production over the next 18-24 months on a rolling quarterly basis with declining percentage hedging thereafter

Hedge production from acquisitions for 3-5 years upon signing of a purchase and sale agreement to help lock-in acquisition economics

Hedge within our bank group to capitalize on right-way risk and reduce capital constraints

Primarily use swaps, 3-way collars and enhanced swaps

Hedge interest rates to further mitigate volatility

(1) Based of Q3 2014 daily production held flat through 2018

81%

68%

21%

9%3%

72% 76%

20%14%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Q4 2014 2015 2016 2017 2018

% Oil % Gas

Percentage of Volumes Hedged(1)

Hedging Commodity Basis Exposure

12

0%

20%

40%

60%

80%

100%

Q4 2014 2015

Hedged at Basis NYMEX Exposure

% H

edge

d (1

)

Q1-Q3 2014 Midland-to-Cushing differential has suffered due to infrastructure constraints

Currently seeing meaningful pricing improvement due to BridgeTex and other pipeline completions

We are opportunistically layering on trades and to-date have added the following position:

MidCush: 9,000 barrels a day during Q1 at $-2.34

Natural Gas

NWPL ($0.09)

NGPL ($0.10)

SoCal $0.29

San Juan

($0.06)

WAHA ($0.06)

Crude Oil

NWPL ($0.13)

NGPL ($0.15)

SoCal $0.19

San Juan

($0.12)

WAHA ($0.10)

Upon agreeing to the WPX Acquisition, we layered on basis swaps on top of our NYMEX hedges

We have hedged our natural gas basis exposure on all of our natural gas assets

Corporate-wide, we have the following NYMEX gas exposure

0% of hedged volumes in Q4 2014

24% of hedged volumes in 2015

0%

20%

40%

60%

80%

100%

Q1 2015 2015

Hedged at Basis NYMEX Exposure

% H

edge

d (1

)

(1) % of existing swaps, collars and enhanced swaps

Investment Rationale

13

High-quality, geographically diversified, low-decline asset portfolio54% Liquids

11.2 PD R/P

Experienced, aligned, and incentivized Insiders15% of outstanding units held by Insiders

Strong track record through commodity cycles132 acquisitions worth approximately $2.1 billion

31 consecutive quarterly distributions

Great balance sheetNo near-term debt maturities

Only 7% drawn on $950 million borrowing base

Substantial hedge portfolio

Attractive long-term investment opportunity given tax-efficient current yield of 22%

14

Appendix

First and Only MLP with 3rd Party Drop-Down Opportunities

15

Recent Strategic Alliance with WPX established newly-created IDRs

10% issued and vested

20% issued and unvested: vesting hinges on consummation of additional “acquisitions”

70% remains at LGCY and available to issue to parties with attractive inventory of current & future drop-downs

Acquisitions are expected to be focused on long-lived oil and natural gas properties with stable, low-decline production

Our IDRs are different. Relative to others’ IDRs, they are intended to:

Increase Scope

Enhance Economics

Ensure Alignment

Potential Partner

LGCY

Cash, Units, and/or IDRs

Assets

Strategic Alliance with WPX Energy

16

On May 6th, we announced a Strategic Alliance with WPX. Initial acquisition is 2,680 Piceance Basin natural gas wells

Consideration: $355 million in cash + newly-created Incentive Distribution Units (IDRs)

10% of LGCY’s IDRs issued to WPX and immediately vested

WPX can vest in up to an additional 20% of IDRs through future drop-downs to LGCY

276 Bcfe (46 MMBoe) proved reserves (100% PDP)

Escalating working interest: initial 29% steps up to 37% on 1/1/15, then to 41% on 1/1/16

83% natural gas, 15% NGL, 2% oil

Operatorship remains with WPX

63 MMcfe/d (10.5 MBoe/d) Q3E 2014 production

12.0 R/P ratio

Key Economic Terms Asset Highlights

Location Map

Borrowing base increased to $950 million

On May 13, closed $300mm tack-on to 6.625% Senior Notes due 2021

On June 17, closed $180mm Series B 8% Perpetual Preferred equity

Financing

LGCY’s New IDR: Comparison to “Typical” IDRs

17

Similarities Offer Comfort Differences Offer Advantages

IDR Distributions (i.e. Payout) based on one schedule of LGCY distribution “splits” (% of marginal cash flow above target)

MQD, First Target, and Second Target “splits” based on standard 100%, 115%, and 125% of baseline distribution per unit ($0.59/unit for LGCY)

IDR Holders are incentivized to do more dropdowns

Far-reaching Scope

Typical structures have access to one source for dropdowns

LGCY can team with multiple strategic allies

Favored Economics

Highest “split” is 23% vs 48%

Reset mechanism

Conversion right

Vesting and forfeiture

Focused Alignment

Management & GP do not own IDRs

IDR Holders do not own any of the GP

IDRs dilute both LP & GP

IDRs earned through actual dropdowns vs. prospective dropdowns

Quarterly Distribution Per LP Unit

GP / Unitholders IDRs

Minimum $0.5900 100% 0%

First Threshold Above $0.5900 Up to $0.6785 100% 0%

Second Threshold Above $0.6785 Up to $0.7375 87% 13%

Thereafter Above $0.7375 77% 23%

Investment Rationale of WPX Acquisition

18

Strategic Alliance

High Quality MLP Assets

Increased Scale and Diversification

Attractive Economics

WPX is a world-class Rockies operator with a deep inventory of MLP-friendly assetsUnmatched experience, infrastructure, and economics in the Piceance Basin

IDRs incentivize both parties to make future transactions WPX can vest in up to an additional 20% of the IDRs by dropping more assets into LGCY

Enhanced acquisition platform – this transaction, including the newly-established IDRs, creates a template for future deals with 3rd parties

Low decline, 100% PDP assets in the heart of the Piceance Basin 10% avg. annual PDP terminal decline rate(1), excluding escalating working interest Escalating working interest holds production roughly flat over the next few years

2,680 producing wells with an average age of 9.1 years mitigate risks (predictable production curves, minimal single well risk)

Adds 46 MMBoe of internally estimated proved reserves and over 10.5 MBoe/d of Q3 2014 production, increases of over 50%

Scale enhances credit profile and earnings potential Pro forma 54% liquids balances LGCY’s commodity mix and expands optionality in current commodity price environment

Drives immediate and long-term accretion to unitholdersLow production decline and increasing working interest structure minimize maintenance capexFlatter NYMEX gas curve and 100% PDP content allow for increased “hedgability”

(1) 3-year average from 2017 – 2019

IDR Key Terms

19

Units: 1,000,000 IDRs authorized and available for issuance by LGCY

WPX: Issued 300,000 IDRs

Vesting: 100,000 IDRs immediately vest; 200,000 IDRs are available to vest at a rate of 10,000 per $35.5 million of future transactions, provided however that ~66,667 will be forfeited at each of the next three anniversaries of issuance if not already vested

Reset: IDR splits can reset upon 4 consecutive distributions in the “high-splits”

IDR Unitholder receives LP unit equivalent of the average of the last two distributionsNumber of resets is unlimited

Conversion Right: Under certain circumstances, LGCY can fully retire IDRs for LP Unit Equivalent

If >$0.90 but <$1.00, 1.2x LP Unit EquivalentIf >$1.00 but <$1.10, 1.1x LP Unit EquivalentIf >$1.10 1.0x LP Unit Equivalent

Founding Investors, Directors

and ManagementPublic

Legacy Reserves Operating LP

100%

18% LimitedPartner Interest

<0.1% General Partner Interest

100% Ownership Interest

82% LimitedPartner

Interest & Series A+B Preferred

Units

$1.5 Bn Revolving Credit Facility(1)

$300MM 8.00% Senior Notes$550MM 6.625% Senior Notes

1MM authorized IDRs (100k initially

vested); No LP voting

rightsLegacy Reserves LP

(NASDAQ:LGCY)

Quarterly DistributionPer LP Unit

GP / Unitholders IDRs

Minimum $0.5900 100% 0%

First Threshold Above $0.5900 Up to $0.6785 100% 0%

Second Threshold Above $0.6785 Up to $0.7375 87% 13%

Thereafter Above $0.7375 77% 23%

Legacy ReservesGP, LLC

(1) $950 million borrowing base

WPX & Other

Potential Parties

Natural Gas Hedging Summary(1)

Oil and Natural Gas Hedging Summary

20

Oil 3-Way Collars Summary

(BB

tu H

edge

d)

(MB

bls

Hed

ged)

(MB

bls

Hed

ged)

Oil Hedging Summary(2)

(1) Natural gas hedge prices reflect a weighted average of NYMEX, Waha (West Texas), ANR-OK, and CIG (Rockies) index swap prices (excluding basis swaps) and long put prices on 3-way collars.

(2) Oil hedge prices reflect a weighted average of swap prices, long put prices on 3-way collars, and enhanced swap prices.

$110.71 $111.84 $106.40 $104.20$96.59 $89.69 $88.37 $85.00

$71.59 $65.08 $63.37 $60.00

$0.00

$35.00

$70.00

$105.00

$140.00

0

400

800

1,200

1,600

Q4 2014 2015 2016 2017

3W Collars (MBbls) Avg. 3W Short Call (Price)Avg. 3W Long Put (Price) Avg. 3W Short Put (Price)

$4.64

$4.38

$4.26 $4.25 -

5,000

10,000

15,000

20,000

25,000

30,000

Q4 2014 2015 2016 2017

Swaps 3W Collars

$94.22

$92.10

$88.86

$87.34$90.50

-

800

1,600

2,400

3,200

4,000

Q4 2014 2015 2016 2017 2018

Swaps 3W Collars Enhanced Swaps

Gas 3-Way Collars Summary

$5.03 $5.01 $5.08$5.54

$4.65 $4.21 $4.25 $4.25$4.00 $3.66 $3.75 $3.75

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

-

2,000

4,000

6,000

8,000

10,000

Q4 2014 2015 2016 2017

3W Collars (Bbtu) Avg. 3W Short Call (Price)Avg. 3W Long Put (Price) Avg. 3W Short Put (Price)

(BB

tu H

edge

d)

Successful Historical Use of Hedging to Protect Cash Flows

21

Annual Revenues Plus Hedging Annual Adjusted EBITDA

Annual Revenues Without Hedging Annual Hedging Settlements

$112

$215$137

$216

$337 $346

$485

$0

$100

$200

$300

$400

$500

$600

2007 2008 2009 2010 2011 2012 2013

$0

($40)

$53

$20 $1 $6

($7)

($60)

($20)

$20

$60

$100

2007 2008 2009 2010 2011 2012 2013

$70$104 $120

$141

$201 $198

$273

$0

$50

$100

$150

$200

$250

$300

2007 2008 2009 2010 2011 2012 2013

$112$175 $190

$237

$338 $352

$478

$0

$100

$200

$300

$400

$500

$600

2007 2008 2009 2010 2011 2012 2013

Note: Acreage, proved, and 3P numbers are as of 12/31/13

WPX Company Overview

22

WPX Energy (NYSE: WPX), based in Tulsa, Oklahoma, has a $2.4 billion market cap, $4.3 billion TEV (as of 12/1/14), and reported $230 million of Q3 2014 adjusted EBITDAX

Operates in three primary basins: Piceance, Williston, and San Juan

Additional operations in the Powder River Basin, Marcellus, Argentina, and Colombia

Portfolio Summary(1)

Net Production: 1.2 Bcfe/d

1P Reserves: 4.8 Tcfe

3P Reserves: 16.9 Tcfe

20,000 drillable locations

Piceance Overview – Increasing Activity & Efficiencies

Running 9 rigs and drilling 285 wells in 2014,

compared to 7 rigs and 210 wells spud in 2013

Lowest-cost operator in the Piceance Basin

• 34% less D&C capital costs

• 57% less operating lifting costs

Williston• 106 MMBoe Proved• 176 MMBoe 3P• 81k Net Acres

Marcellus• 328 Bcfe Proved• 1,555 Bcfe 3P• 88k Net Acres

San Juan• 517 Bcfe Proved• 1,645 Bcfe 3P• 161k Net Acres

Piceance• 3,019 Bcfe Proved• 11,878 Bcfe 3P• 221k Net Acres

Source: WPX filings, WPX investor presentation, including footnotes therein(1) Portfolio summary as of YE 2013 and excludes contribution from international operations (WPX’s 69%

ownership in APCO, as well as additional acreage owned by WPX).

23

Adjusted EBITDA Reconciliation

The following presents a reconciliation of “Adjusted EBITDA” which is a non-GAAP measure, to its nearest comparable GAAP

measure. “Adjusted EBITDA” should not be considered as an alternative to GAAP measures, such as net income, operating

income, cash flow from operating activities, or any other GAAP measure of financial performance. Adjusted EBITDA is defined as

net income (loss) plus interest expense; income taxes; depletion, depreciation, amortization and accretion; impairment of long-

lived assets; (gain) loss on sale of partnership investment; (gain) loss on disposal of assets; equity in (income) loss of equity

method investees; unit-based compensation expense (benefit) related to LTIP unit awards accounted for under the equity or

liability methods; minimum payments earned in excess of overriding royalty interests earned; equity in EBITDA of equity method

investee; net (gains) losses on commodity derivatives; and net cash settlements received (paid) on commodity derivatives; and

transaction expenses related to acquisitions.

The management of Legacy Reserves LP uses Adjusted EBITDA as a tool to provide additional information and metrics relative to

the performance of Legacy’s business. Legacy’s management believes that Adjusted EBITDA is useful to investors because this

measure is used by many companies in the industry as a measure of operating and financial performance and is commonly

employed by financial analysts and others to evaluate the operating and financial performance of the Partnership from period to

period and to compare it with the performance of other publicly traded partnerships within the industry. Adjusted EBITDA may not

be comparable to a similarly titled measure of other publicly traded limited partnerships or limited liability companies because all

companies may not calculate Adjusted EBITDA in the same manner.

Reg G Reconciliation

24

(1) Minimum payments received in excess of overriding royalties earned under a contractual agreement expiring December 31, 2019. The remaining amount of the minimum payments are recognized in net income.(2) EBITDA applicable to equity method investee is defined as the equity method investee's net income plus interest expense and depreciation.

($ in millions)

2007 2008 2009 2010 2011 2012 2013 Q3 14

Net income (loss) ($55.7) $158.2 ($92.8) $10.8 $72.1 $68.6 ($35.3) $63.8

Interest expense 7.1 21.2 13.2 25.8 18.6 20.3 50.1 19.1

Income taxes 0.3 0.0 0.6 0.5 1.0 1.1 0.6 0.3

Depletion, depreciation, amortization and accretion 28.4 63.3 58.8 62.9 88.2 102.1 158.4 48.0

Impairment of long-lived assets 3.2 76.9 9.2 13.4 24.5 37.1 85.8 4.8

(Gain) loss on disposal of assets 0.5 0.6 0.4 0.6 (0.6) (2.5) 0.6 (1.7)

Equity in income of partnership (0.1) (0.1) (0.0) (0.1) (0.1) (0.1) (0.6) (0.1)

Unit-based compensation expense 1.0 1.1 3.1 5.5 4.0 3.5 4.8 1.0

Minimum payments received in excess of overriding royalty interest earned (1) 1.1 0.3

Equity in EBITDA of equity method investee (2) 0.7 0.2

Net (gains) losses on commodity derivatives 85.2 (176.9) 75.5 1.4 (6.8) (38.5) 13.5 (56.0)

Net cash settlements received (paid) on commodity derivatives 0.2 (40.2) 52.5 20.1 0.6 5.9 (7.1) (2.4)

Transaction expenses related to acquisitions 0.4

Adjusted EBITDA $70.2 $104.1 $120.4 $141.0 $201.4 $197.6 $272.7 $77.7